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HomeMy WebLinkAboutResolution - 2021-R0311 - 457(b) Deferred Compensation - Contract 15374 with Voya Financial 8.24.21Resolution No. 2021-R0311 Item No. 7.26 August 24, 2021 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor, or his designee, of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, an Administrative Services Agreement to provide administrative recordkeeping, education, communications, and investment -related services in connection with the City of Lubbock's 457 Deferred Compensation Plan by and between the City of Lubbock and Voya Financial, and all related documents including but not limited to addenda in connection with investment fund option modifications and substitutions. Said Agreement is attached hereto and in incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council; Passed by the City Council on August 24, 2021 DANIEL M. POPE, MAYOR A ST: — ' 'AAW� �11( Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Clifton Beck, Human Resources Director APPROVED-A-9-TO FORM: te, Mrst Assistant City Attorney ccdocs/RES.Agrmt-Voya Financial August 11, 2021 Resolution No. 2021-R0311 City of Lubbock, TX 457 Deferred Compensation Plan for City Employees Agreement Contract 15374 This Service Agreement (this "Agreement') is entered into as of the24th day of August 2021 ("Effective Date") by and between Voya Retirement Insurance and Annuity Company, (the Contractor), and the City of Lubbock (the "City"). RECITALS WHEREAS, the City has issued a Request for Proposals 21-15374-TF, 457 Deferred Compensation Plan for City Employees; and WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and WHEREAS, Contractor desires to perform as an independent contractor to provide 457 Deferred Compensation Plan for City Employees, upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A — General Requirements 3. Exhibit B -- Best and Final Offer 4. Exhibit C — Insurance Requirements Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B and Exhibit C attached hereto. Article 1 1.1 The contract shall be for a term of five years, with the option of one, two-year extension, said date of term beginning upon formal approval. All stated annual quantities are approximations of usage during the time period to be covered by pricing established by this bid. Actual usage may be more or less. Order quantities will be determined by actual need. The City of Lubbock does not guarantee any specific amount of compensation, volume, minimum, or maximum amount of services under this bid and resulting contract. The Contractor must maintain the insurance coverage required during the term of this contract including any extensions. It is the responsibility of the Contractor to ensure that valid insurance is on file with the Purchasing and Contract Management Department as required by contract or contract may be terminated for non-compliance. 1.2 Prices quoted shall be set for a period for one (1) year, said date of term beginning upon City Council date of formal approval. The rate may be adjusted upward or downward at this time at a percentage not to exceed the effective change in Consumer Price Index (CPI) or Product Price Index (PPI), whichever is most appropriate for the specific contract for the previous 12-months at the City's discretion, the effective change rate shall be based on either the local or national index average rage for all items. If agreement cannot be reached, the contract is terminated at the end of the current contract period. 1.3 The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the Agreement, whatsoever, without prior consent of the City. 1.4 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the contractor on 30 days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. 1.5 This contract shall remain in effect until the first of the following occurs: (1) the expiration date, (2) performance of services ordered, or (3) termination of by either party with a 30 day written notice. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within 30 days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this do. 2.11 The contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance from the Subcontractor that complies with all contract Insurance requirements document, this provision shall control. 2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.13 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.14 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. 2.15 Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. 2.16 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 2.17 CONFIDENTIALITY The Contractor shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. 2.18 INDEMNITY The Contractor shall indemnify and save harmless the city of Lubbock and its elected officials, officers, agents, and employees from all suits, actions, losses, damages, claims, or liability of any kind, character, type, or description, including without limiting the generality of the foregoing, all expenses of litigation, court costs, and attorney's fees, for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, to the extent arising out of, related to or occasioned by, the negligent acts of the Contractor, its agents, employees, and/or subcontractors, related to the performance, operations or omissions under this agreement and/or the use or occupation of city owned property. The indemnity obligation provided herein shall survive the expiration or termination of this agreement. -----INTENTIONALLY LEFT BLANK----- IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year first above written. Executed in triplicate. CITY OF L BOCK CONTRACTOR BY: Daniel M. Pope, Mayor A orized Re esentative A ST: Aol--�Vll Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Bill HoweV, Deputy Cit ager APPROVED A O FO Mitch tterw i s n City Attorney 1140 Print Name & r 0/1 AN E �i4 y Address k11'v0S o/1, CT t%D'7-r City, State, Zip Code City of Lubbock, TX EXHIBIT A RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees GENERAL REQUIREMENTS INTRODUCTION 1(A) Background Lubbock, Texas (3395' N, 10V5 VW) is located in northwest Texas. Considered to be at the center of the South Plains, the area is located between the Permian Basin to the south and the Texas Panhandle to the north. Lubbock's official elevation is 3,256 feet. Lubbock was named after Thomas S. Lubbock, a former Texas Ranger and Confederate officer. His brother, Francis R. Lubbock, was the governor of Texas during the Civil War. The county of Lubbock was founded in 1876. The settlement that is the present-day city of Lubbock was not formed until late 1890. Two settlements within the county, Old Lubbock and Monterey, were combined to form the settlement of Lubbock. During the following year, the settlement of Lubbock was named the county seat for Lubbock County. The city was incorporated on March 16, 1909. Shortly after incorporation, rail service was established in Lubbock. As agriculture continued to grow within the region and as the railroads continued to expand, Lubbock became the marketing center of the region and earned the name "Hub of the Plains". Additional information about the http://www.ci.lubbock.tx.us/. City of Lubbock can be found on SAPurchasekBid Docs\RFP 20-15374-TF 23 City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees The objective of the City is broad -based participation on a basis consistent with the non- discriminatory requirements applicable to 457 plans. The City does not imply that any amount of business will be written in the Plan but does assure that all full-time employees have the opportunity to participate. The City's current deferred compensation plans have a cash value of $24,193,966 as of March 31, 2020. The annual contributions to the plans are approximately $1,362,435, and 610 employees are currently contributing to the plans. The breakdown by plan is: Company Count Annualized Contributions Total Plan Assets 3/31/2020 ICMA 201 370,702 $3,089,806 New York Life 34 34,911 $260,974 Security Benefits 80 209,170 $1,948,071 VOYA 56 174,787 $7,400,725 Metlife / Bri hthouse 239 572,865 $11,494,390 Total 610 1,362,435 $24,193,966 The City does not contribute to the Plan, and all administrative fees, if required, must be paid through the employee's plan account. The City's 457 Plan is supplemental to the mandatory Defined Benefit plans: Texas Municipal Retirement System and the Lubbock Fire Pension Fund. The services to be provided by the Proposer include: • Provide administrative recordkeeping, and investment services for the City of Lubbock's Plan. • Provide transition management services to migrate plan accounts and investments from the incumbent Proposer, if necessary. • Administer the Plan as described in the City of Lubbock's 457(b) Plan Document (Plan Document) and this Scope of Work (SOW). • Provide Plan design and operation assistance as provided in the SOW, including making available a prototype Plan Document, Adoption Agreement, Summary Plan Description (SPD), and such other documentation as may be necessary to maintain the Plan's tax - qualified status, and updating this documentation as necessary to reflect changes to the Tax Code and applicable regulations thereunder. • Perform responsible administration of the funds invested by the participants in the Plan. • Provide enrollment services for new employees and current employees who may wish to select additional funds or investment options. • Provide educational services to the City of Lubbock employees specific to the Plan in particular and the financial planning market in general on a regularly scheduled and on an as -needed basis. • Provide periodic reports to the Deferred Compensation and executive staff on the health of the plan and performance of the funds offered. • Introduce a Roth 457(b) post -tax investment option to the plan. SAPu hase\Bid Docs\RFP 20-13374-TF 2ti City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees Additional attachments will NOT be included with the Proposals. Only the responses provided by the Respondent to the questions identified in this RFP will be used by the City for evaluation. Separate and identify each criteria response to this RFP by use of a divider sheet with an integral tab for ready reference. TABLE OF CONTENTS: Submittals will include a "Table of Contents" and give page numbers for each part the Proposal. PAGINATION: Number all pages of the submittal sequentially using Arabic numerals (1, 2, 3, etc.). Respondents will use the prescribed format outlined in this RFP to clearly indicate their experience and qualifications, describe their deferred compensation plan, and fully describe their proposed access to investments for participants in the plan. The City reserves the right to eliminate from further consideration any response that is deemed to be unresponsive to this RFP. The intent of the City is that all responses follow the same format in order to evaluate each response fairly. Proposals will be evaluated based on the material and substantiating evidence presented in the proposal, and not on the basis of what could be inferred. Begin each section and subsection described herein on a separate page. Number the pages in each section consecutively. Each page will have the name of the respondent indicated clearly at the upper right corner. 1. Provide the name(s), title(s), address(es), e-mail address, telephone and fax number(s) of the individual(s) responsible for responding to this request. 2. Provide a brief overview of your company and history of your organization including an organizational chart of your retirement plan operations. Please describe any parent/subsidiary/affiliate relationships. 3. Indicate if you are currently participating in any alliances or joint marketing efforts. If so, please describe in detail. 4. Indicate how many years your company has been providing services to defined contribution plans and, more specifically, to governmental 457(b) deferred compensation plans. 5. Indicate the total value of assets in all defined contribution plans for which you provide recordkeeping services and, more specifically, in 457(b) plans. 6. Indicate the total value of assets and the number of defined contribution plans in the State of Texas for which you provide recordkeeping services in 457(b) plans. Indicate the number of personnel you have working on these plans in the State of Texas. 7. Indicate the total number of participants in all defined contribution plans for which you provide recordkeeping services and more specifically, in 457(b) plans. 8. Please complete the following plan profile tables, using data as of March 31, 2020, to describe your current clientele, as well as your current clientele in the 457(b) marketplace. Complete a separate table for each type of plan. SAPurchase\Wd Docs\RFP 20-15374-TF 27 City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees 10. Please provide your most recent audited financial statement. If the proposing firm is an insurance company, please provide your claims paying ability ratings from: a) A.M. Best b) Standard & Poor's c) Duff & Phelps d) Moody's e) Weiss Ratings Inc. 11. Describe past or pending material disputes including litigation with customers, Proposer groups, government entities, client groups, and any other contingent liability. State the results or status of the dispute. 12. Please provide details of any inquiry letters and/or negative audit results received from any state or federal agency or any outside business auditor. 13. Explain the circumstances if your organization or your service representatives have been cited, or reprimanded by any regulatory agency within the past ten years? 14. Please describe the team that will deal directly with the City during the implementation, contract rollout, conversion of assets, and with reporting and system questions. Identify if these individuals will continue with ongoing operations after the plan is implemented. 15. Describe how your team will be compensated. 16. What is the average number of clients of similar size to the City's plan managed by the Relationship Manager that will be assigned to our plan? 17. If the account manager is not exclusive to the City, how many accounts does he or she oversee? 18. Describe the role of the employees assigned to the City's account and where they are located. 19. Please describe the types of defined contribution, 457(b) governmental plan training you provide to your new employees before they work on client plans. 20. How many of your employees' work on defined contribution 457(b) governmental plans? Functional Area ANKW All Plans 457(b) Plans Financial Record keeping [plan Administration Client Service Technology Conversion/Installation SAPurchase\Bid Docs\RFP 20-15374-TF 39: City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees 5. Records relating to individual Participants will be maintained by the Proposer, and a database shall be kept which, at a minimum, shall include the following fields: a. Active and inactive Participants. Files shall include the following information: 1. Name 2. Date of Plan entry 3. Date of birth 4. Date of hire 5. Contribution amounts 6. Loan activity 7. Home address and telephone number 8. Social security number 9. Personal identification number (PIN) 10. Beneficiary(ies) - Proposer shall be the primary record holder of beneficiary designations and conduct re -solicitation of beneficiary designation(s) every three (3) years. b. Terminated Participants. File should also include the following information: 1. As above, and 2. Termination date 3. Termination code 4. Date and amount of payment(s) to Participants c. Retired Participants. File shall also include the following information: 1. As above, and 2. Retirement date 3. Retirement code 4. Date and amount of payment(s) to Participants d. Domestic Relations Order (DRO). Proposer will make available DRO services and: 1. Place distribution restriction on account, sufficient to preserve alternate payee's interest. 2. Review DRO's to determine if capable of administration 3. Calculate distribution (when eligible) in accordance with DRO, in form acceptable to the City of Lubbock. 4. Make distributions to alternate payee(s) per DRO. i) Proposer will be the primary record holder of DRO data. 6. From time to time during the term of the Contract, City of Lubbock may conduct an audit of the Plan. The audit shall be conducted by an independent certified public accounting firm, which firm shall be subject to the approval of City of Lubbock or its designee. 7. Please provide a list of reports relevant to general reporting. 8. Do you provide daily valuations? Are they readily downloadable? What methods of data transmission are available? 9. Describe in detail how your system processes contributions. 10. What is the deadline for you to receive contributions and complete the investment of the contributions into the appropriate fund on that same day? 9APurchase\Bid Docs\RFP 20-15374-TF City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees VI. Customer Service Participants will have access to toll -free telephone customer service to: 1) receive account and Investment option information; 2) conduct transactions related to a participant's account; and 3) receive requests for forms, sales literature, prospectuses, and other written information, with access available at least Monday through Saturday between 8:00 am and 5:00 pm CST. Customer service representatives should be capable of assisting Participants in accessing information about retirement planning, in general, and about the City of Lubbock Plan, specifically. The Proposer will maintain an adequate number of staff to provide required information and services directly to the Participants and will record all telephone conversations between service representatives and Participants. Please identify your call center service standards. Please include, for each of the last three calendar quarters, statistics related to actual performance. a. Number of calls received b. Percentage of calls answered c. Average length of calls d. Average response time e. Percentage of calls requiring follow-up f. Call abort rate g. Percentage of incoming calls totally handled via VRS versus toll -free live service center representative assistance h. Percentage of service requests handled via website versus call center 2. Participants should have access to a Voice Response System (VRS) and an on-line account access via the internet to a custom website designed and maintained for the Plan, twenty-four (24) hours a day, seven (7) days a week, three hundred sixty five (365) days a year, excluding scheduled maintenance and unanticipated downtime, not to exceed 1 % of total time, in order to: i) review account and investment option information; ii) conduct transactions regarding a participant's account; and iii) request written information. 3. Specific information and transactions which will be available via the VRS and the Website include: a. Current total account, including self -directed brokerage option and loan balances. b. Current balances of each investment option selected by a participant. c. Current interest rates on the stable value investment option. d. Current net asset values. e. Current investment allocation information. f. Ability to transfer balances from one investment option to another. g. Ability to change the investment allocation of future contributions. h. Ability to request fund prospectuses or other informational brochures. i. Ability to request performance of each fund to a comparable benchmark; and j. Ability to request white papers on investment topics. White papers should change each quarter. 4. The Website will include, at a minimum, the following information and services to Participants: a. Retirement planning information, including an interactive planning module that allows Participants to enter their personal financial data and then project a variety of "what if' scenarios, and information about age and income -appropriate portfolio structures. b. Asset allocation assistance tools that would help a participant make an appropriate investment allocation election. This asset allocation assistance shall be offered at no SAPurchase\Bid Docs\RFP 20-15374-TF City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees VII. Initial Plan Communication / Implementation 1. Provide a draft transition plan. The Proposer will attend the initial meeting with the Proposer's team or make the team available via teleconference or Webinar. The Proposer's team will include the leader, educational personnel and subject matter experts in Investing and Information Services. The Proposer shall develop an education plan and communication materials for introducing the new program services for the Plan, including communication of any new investment offerings. Proposer will be required to provide initial implementation services prior to the contract effective date. 2. Provide an estimate for group meetings to announce the changes to the Plan and to assist participants in making any changes. Participant meetings should provide an abbreviated explanation of the basics of investing, including investment concepts and investment risks and returns and how the plan's options fit on the risk/return continuum. 3. Thirty (30) calendar days prior to assets being transferred, the Proposer will begin transition and startup of the Plan by adding current account balance records. During this time the incumbent Proposers will impose a black out period on investments into Employee 457 Accounts, as necessary to facilitate a smooth transfer of assets. During this period and at least fifteen (15) days prior to the transfer of assets, the Proposer will begin the approved transition and start up communication and education program. The Proposer will also prepare a detailed implementation plan outlining all the steps necessary to set up participant data records, create interfaces with HR and payroll systems, and establish enrollment and reconciliation procedures. 4. Transition will be complete within thirty (30) calendar days after the assets are transferred in accordance with the contract effective date. On the contract effective date, the Proposer's website shall be open to Plan Participants, and shall be made available for on-line Plan Participant inquiries and electronic transactions as described below. 5. The Proposer will be responsible for the development, production, and mailing of an announcement letter to all plan participants ninety (90) days prior to the contract effective date explaining changes in plan services, investments, federal or state legislation affecting the plan and how funds will be transferred to comparable investment options. Content of the letter will be subject to review and approval by City of Lubbock staff. Please provide samples of planned communication pieces. 6. Do you create all of your communication and education material in-house or through third parties? 7. Throughout the term of the contract, Proposer will communicate changes directly to plan participants and introduce any new investment options, new services, new pricing, etc. Proposer will be required to design a customized communication campaign for the plan that will solicit participation in the plan. Identify non-standard elements to a communication you may provide for an additional charge. 8. The Proposer will distribute: 1) investment performance information; and 2) pertinent articles in each Participant's quarterly Statement of Account electronic or printed mailing. The material shall include updates on the Plan, retirement planning trends, investment trends, and updates on relevant retirement laws. Participants must have the right to elect to have quarterly statements mailed to them. SAPu ha \Rid Dms\RFP 20-15374-TF 15 City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees d. Inception date. e. Name of the investment/portfolio manager and tenure. f. Comparative index(s) used by the manager. g. Withdrawal provisions (including restrictions on transfers). h. Clear and concise expense structure that you propose for the City. The fund -level fees should be stripped of all administrative fees possible. Please list an explicit plan administration asset -based fee that will represent the total fee for plan administration. Together, the fund -level fees and the explicit plan administration fees should represent total fees to be paid by plan participants. i. Morningstar rating (if rated). j. Ticker symbol. k. Where appropriate, the standard deviation, alpha, beta, R2, and Sharpe Ratio. 7. For each investment vehicle, provide the 1-year, 3-year, 5-year, and 10-year (or since inception) annualized returns, risk -adjusted returns, and annualized standard deviations ending on the last calendar quarter. 8. For any guaranteed return investment, including fixed annuity accounts, describe the current and minimum interest rate guarantees, how interest is credited, and the frequency of rate changes. If interest is credited by vintage or "bucket," how many "buckets" can exist in a participant's account? 9. For a money market investment vehicle, provide the 7-day current yield as of the last three calendar quarter -end dates. 10. Do you provide prospectuses to participants following their initial investments in funds? Are they accessible online? Please provide a prospectus for each fund proposed. 11. The City envisions a simplified investment approach that uses institutional share class pricing with no revenue sharing. Provide: a. Age -based retirement funds that preselects investments and rebalances them on a regular basis to an expected retire date. b. A core menu of funds that participants can choose, including a Stable value product as well as a series of low-cost indexed and/or actively managed option. The Committee will select the investment options. c. Self -Directed Brokerage Option (SDBO) that allows participants to utilize an easy -to - access SDBO to access mutual funds and Exchange Traded Funds not offered on the Plan's Core menu. d. In -plan Annuity (optional) that provides participants to have the ability to convert their 457 balances and allocations to a lifetime income stream. X. CONTRACT PERIOD The initial contract will commence on or about July 1, 2021, following City Council approval of the finalized recommended proposal. The initial contractual period will be for a five-year term with an option to renew for an additional two-year period and such renewal will be based upon mutual agreement by both parties. All fees must be guaranteed for a 12-month period. Multi -year fee guarantees are requested and will be an important consideration in the evaluation process. All guarantees should be explained in your price quotation. SAPu ha \Bid DmskRFP 20-15374-TF 11 City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees independent counselors and/or independent information sources if the firm also offers investment choices in the plans. 2. References (a) Please provide two references of current clients of similar plan demographics (e.g., plan size [assets and participants]). Please provide at least one reference within Texas. Client name Contact name Address Phone number Services provided Year they became a client Plan demographics. (b) Please provide one reference of a former client who have similar plan demographics as the City. Please provide Client name Contact name Address Phone number Services provided Year they became a client Year they ceased to be a client Plan demographics. The reason(s) for departure XII. COST PROPOSAL Please describe your cost proposal and approach towards fees, including, but not limited to, mortality and expense risk charges, administration fees, asset -based fees, account -based fee, mutual fund expenses, and surrender charge schedules. Please describe your approach to revenue sharing. Sample Plan Administration Budget Please construct a sample budget for the first three years of plan operations. Assume 457(b) plan implementation November 1, 2020. The purpose of the sample budget is to demonstrate that your company can provide the necessary plan services within the budget that will be possible from revenue from plan administration fees. Basic fee for recordkeeping and basic plan administration Personnel costs for Plan Representatives SAPurchase\Bid Docs\RFP 20-15374-TF 19 EXHIBIT B On behalf of Voya Financial, thank you for the opportunity to provide our Best & Final Offer to the City of Lubbock. Voya is proud to have been providing services to the City for over 40 years and looks forward to continuing our long and fruitful relationship. 1. Voya Retirement Insurance and Annuity Company's best and final offer (BAFO) for consideration in the award determination for RFP 20-15374-TF City of Lubbock 457 Deferred Compensation Plan. As evidence of our commitment to continuing to serve the City, Voya is pleased to enhance our fee quote as shown below. Voya confirms asset based pricing (ABF) in the multi -provider scenario assumes the City may select 3 providers. Voya Exclusive ABF 0.13% Voya Multi -Provider ABF 0.30% 2. Example of the total fees paid by a participant for funds listed. Investment Option Name Net Expense Ratio BlackRock LifePath® Index 2030 Fund - Class K Shares 0.09% BlackRock LifePath® Index 2040 Fund - Class K Shares 0.09% Fidelity® Mid Cap Index Fund 0.03% DFA U.S. Large Cap Growth Portfolio - Institutional Class 0.18% Voya Fixed Account 0.00•0/0 Net expense ratio of investments selected are in addition to the ABF (asset based fee) shown in number 1. Voya Fixed Account Stipulations Credited Interest Rate The current credited rate on the Voya Fixed Plus Account III is 1.35%, with a guaranteed minimum interest rate of 1.00%. The current rate is subject to change and the fixed account will never credit less than the guaranteed minimum interest rate. See the enclosed Voya Fixed Plus Account III fact sheet for additional details. Voya is a premier leader in the retirement market, and the #1 provider for Government plans. We sincerely appreciate the opportunity to continue our partnership into the future, and work towards better retirement outcomes for all of the City's employees. PLAN I INVEST I PROTECT VOVA FINANCIAL Voya Fixed Plus Account III The Voya Fixed Plus Account III is available through a group annuity or other type of contract issued by Voya Retirement Insurance and Annuity Company ("VRIAC"). The Voya Fixed Plus Account III is an obligation of VRIAC's general account which supports all of the company's insurance and annuity commitments. All guarantees are based on the financial strength and claims -paying ability of VRIAC, who is solely responsible for all obligations under its contracts. Asset Class: Stability of Principal Important Information This information should be read in conjunction with your contract prospectus, contract prospectus summary or disclosure booklet, as applicable. Please read them carefully before investing. Voya Retirement Insurance and Annuity Company One Orange Way Windsor, CT 06095-4774 www.voyaretirementplans.com Objective Stability of principal is the primary objective of this investment option. The Voya Fixed Plus Account III guarantees minimum rates of interest and may credit interest that exceeds the guaranteed minimum rates. Daily credited interest becomes part of principal and the investment increases through compound interest. All amounts invested by your plan in the Voya Fixed Plus Account III receive the same credited rate. This is known as a portfolio method of interest rate crediting. Key Features The Voya Fixed Plus Account III is intended to be a long-term investment for participants seeking stability of principal. The assets supporting it are invested by VRIAC with this goal in mind. Therefore, VRIAC may impose restrictions on the ability to move funds into or out of this investment option or among investment options in general. These restrictions help VRIAC to provide stable credited interest rates which historically have not varied significantly from month to month despite the general market's volatility in new money interest rates. Restrictions on Transfers from the Voya Fixed Plus Account III Transfers from the Voya Fixed Plus Account III will be subject to either the percentage limit restrictions or the equity wash restrictions shown below, as selected by the plan sponsor. Percentage Limit Restrictions on Transfers Transfers from the Voya Fixed Plus Account Ill to other investment options are subject to the following restrictions: (a) During each rolling 12 month period, up to 20% of the amount in the Voya Fixed Plus Account III may be transferred to other investment options; and (b) The amount available for transfer is based on the individual account value in the Voya Fixed Plus Account III on the business day we receive the transfer request in good order, reduced by any amount withdrawn, transferred, taken as a loan or used to purchase annuity payments during the 12 months prior to the transfer request. We reserve the right to reduce the amount available for transfer by amounts withdrawn under a systematic distribution option. Equity Wash Restrictions on Transfers Transfers between investment options are allowed at any time, subject to the following provisions: (a) Direct transfers from the Voya Fixed Plus Account III cannot be made to a Competing Investment Option; (b) A transfer from the Voya Fixed Plus Account III to other investment options under the contract cannot be made if a transfer to a Competing Investment Option has taken place within 90 days; (c) A transfer from the Voya Fixed Plus Account III to other investment options under the contract cannot be made if a non -benefit withdrawal from a non -Competing Investment Option has taken place within 90 days; and (d) A transfer from a non -Competing Investment Option to a Competing Investment Option cannot be made if a transfer from the Voya Fixed Plus Account III has taken place within 90 days. Notwithstanding the above equity wash restrictions, automatic transfers from the Voya Fixed Plus Account III to the loan investment option (if available) under the plan to accommodate a loan request are allowed at any time. Equity Wash Restrictions on Non - Benefit Withdrawals Non -benefit withdrawals are subject to the following restrictions: (a) Non -benefit withdrawals may not be made from the Voya Fixed Plus Account III; and (b) Non -benefit withdrawals may not be made from a non -Competing Investment Option if a transfer from the Voya Fixed Plus Account Ill has taken place within 90 days. Competing Investment Option As used throughout this document, a Competing Investment Option is defined as any investment option that: (a) Provides a direct or indirect investment performance guarantee; (b) Is, or may be, invested primarily in assets other than common or preferred stock; (c) Is, or may be, invested primarily in financial vehicles (such as mutual funds, trusts or insurance contracts) which are invested in assets other than common or preferred stock; (d) Is available through the self - directed brokerage account; or (e) Is any investment option with similar characteristics to the above. Examples of such investment options would include money market instruments, repurchase agreements, guaranteed investment contracts, or investments offering a fixed rate of return, or any investment option having a targeted duration of less than three years. Additionally, the self -directed brokerage account is considered a Competing Investment Option. Any non- enforcement of the Competing Investment Option transfer restrictions is temporary and will not constitute a waiver of these requirements. Investment options that no longer accept contributions or transfers are not considered to be Competing Investment Options. Requests for Full Withdrawals Withdrawals from the Voya Fixed Plus Account III are allowed to pay benefits to participants at any time. However, if the 13.4020-220 (07/20) CN961402_1021 VOVA FINANCIAL EXHIBIT C City of Lubbock, TX RFP 20-15374-TF 457 Deferred Compensation Plan for City Employees INSURANCE SECTION A. Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. SECTION C. The Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): TYPE OF INSURANCE GENERAL LIABILITY ® Commercial General Liability ❑ Other ❑ Claims Made ® Occurrence ❑ W/Heavy Equipment ❑ To Include Products of Complete Operation Endorsements PROFESSIONAL LIABILITY AUTOMOTIVE LIABILITY ® Any Auto ❑ Scheduled Autos ❑ Non -Owned Autos EXCESS LIABILITY ❑ Umbrella Form GARAGE LIABILITY ❑ Any Auto ❑ BUILDER'S RISK ❑ INSTALLATION FLOATER ❑ POLLUTION ❑ CARGO ❑ All Owned Autos ❑ Hired Autos COMBINED SINGLE LIMIT General Aggregate $2,000,000 Products-Comp/Op AGG Personal & Adv. Injury _ Contractual Liability Fire Damage (Any one Fire) _ Med Exp (Any one Person) General Aggregate $1,000,000 Combined Single Limit Each Occurrence $1,000,000 Each Occurrence Aggregate Auto Only - Each Accident Each Accident Aggregate ❑ 100% of the Total Contract Price ❑ 100% of the Total Material Costs ® WORKERS COMPENSATION - STATUTORY AMOUNTS OR OCCUPATIONAL MEDICAL AND DISABILITY ® EMPLOYERS' LIABILITY $1,000,000 OTHER: COPIES OF ENDOSEMENTS ARE REQUIRED ® City of Lubbock named as additional insured on Auto General Liability on a primary and non-contributory basis. ® To include products of completed operations endorsement. ® Waiver of subrogation in favor of the City of Lubbock on all coverages, except Information Booklet 3042094.13.13 (03/20) PLAN I INVEST I PROTECT FINANCIAL INFORMATION BOOKLET SUPPLEMENT — VOYA FIXED PLUS ACCOUNT III A This supplement adds information about the Voya Fixed Plus Account III A, a new credited interest investment option that may be available under the group annuity contract, funding agreement or retirement program (collectively referred to hereinafter as the "Contract") provided by Voya Retirement Insurance and Annuity Company (the "Company" or "VRIAC") to an employer's qualified retirement plan (the "Plan"). Please read this supplement carefully in conjunction with the Information Booklet as many of the provisions in the Information Booklet also apply to the Voya Fixed Plus Account III A. Credited Interest Investment Option In addition to the mutual funds or variable investment options, the Contract may offer different credited interest investment options. For plans offering the Voya Fixed Plus Account III A, the previously available credited interest investment option supported by VRIAC's general account is closed to new allocations and contributions. The previously available credited interest investment option supported by VRIAC's general account is referred to hereinafter as the "closed Fixed Account." For Plans offering the Voya Fixed Plus Account III A, all allocations and contributions that were directed to the closed Fixed Account will be automatically re -directed to the Voya Fixed Plus Account III A. All interest rate guarantees provided under the credited interest investment options available through the Contract are subject to the claims paying ability of the Company. The Company's claims paying ability should be taken into consideration in evaluating interest rate guarantees. Voya Fixed Plus Account III A The Voya Fixed Plus Account III A is a credited interest investment option that is an obligation of VRIAC's general account, which supports all of the Company's insurance and annuity commitments. The rate credited to the Plan is determined by VRIAC subject to minimum rate guarantees in the Contract. Under the Voya Fixed Plus Account III A option, the Company assumes the risk of investment gain or loss by guaranteeing the amounts allocated to this option and promising a minimum interest rate. Interest Rates — The Voya Fixed Plus Account III A provides stability of principal and credits interest on all amounts allocated to this option. For Voya Fixed Plus Account III A the Company guarantees for the life of the Contract that interest will be credited at an annual effective yield that is at least equal to the Guaranteed Minimum Interest Rate (the "GMIR"), which is set forth in the Contract. Additionally, the Company in its discretion may credit interest at a "current credited interest rate" that may be higher than the GMIR, and the current credited interest rate may be changed at any time. Notwithstanding, any rate change initiated solely by VRIAC will be guaranteed to remain in effect until the last day of the three- month period measured from the first day of the month in which such change was made. The current credited interest rate for a Plan's initial investment in the Voya Fixed Plus Account III A may be in effect for less than a full three-month period. The GMIR and the current credited interest rate are each expressed as an annual effective yield. Interest is credited on a daily basis. Once credited, the interest becomes a part of the principal. Taking the effect of compounding into account, the interest credited daily yields the current credited interest rate. The Voya Fixed Plus Account III A current credited interest rate may be reduced if the Plan allows participants access to investment options not provided under the Contract (split -funded Plans) or permits in-service withdrawals prior to age 59'/. Transfers — Except as otherwise set forth herein, transfers to or from the Voya Fixed Plus Account III A are permitted to the same extent that transfers to or from the closed Fixed Account were permitted prior to the time when the Voya Fixed Plus Account III A became an available credited interest investment option under the Contract. Transfers are no longer permitted to the closed Fixed Account. Any reference to transfers to the closed Fixed Account shall mean transfers to the Voya Fixed Plus Account III A. Any limitations or restrictions imposed on transfers to the closed Fixed Account prior to the time when the Voya Fixed Plus Account III A became an available credited interest investment option under the Contract shall apply to the Voya Fixed Plus Account III A. The Company has the right, however, to impose different restrictions or waive any such restrictions altogether on the Voya Fixed Plus Account III A. Any surrender and transfer limit restrictions imposed on the closed Fixed Account shall apply to the Voya Fixed Plus Account III A as well. The Company has the right, however, to impose different restrictions or waive any such restrictions altogether on either the closed Fixed Account, the Voya Fixed Plus Account III A, or both. If the equity wash option is in effect, the terms of the equity wash option provision apply to the Voya Fixed Plus Account III A to the same extent they apply to the closed Fixed Account. The Company has the right, however, to impose different restrictions or waive any such restrictions altogether on the closed Fixed Account. Unless the Company agrees otherwise, any request for transfers from credited interest investment options supported by the Company's general account will be transferred first from the closed Fixed Account until no amounts remain in the closed Fixed Account, and then from the Voya Fixed Plus Account III A. Notwithstanding anything else herein to the contrary, transfers from the closed Fixed Account to the Voya Fixed Plus Account III A are allowed at any time without restriction. Fees and Charges — Account maintenance fees, transferred asset benefit ("TAB") recovery charges, and all other fees and charges, as applicable, apply to the Voya Fixed Plus Account III A to the same extent they apply to the closed Fixed Account. Withdrawals — Except as otherwise provided herein, benefit payments, withdrawals, surrenders, partial surrenders, and any loans from the Voya Fixed Plus Account III A are permitted to the same extent they were permitted from the closed Fixed Account prior to the time when the Voya Fixed Plus Account III A became an available credited interest investment option under the Contract. Benefit payments, withdrawals, surrenders, partial surrenders, and any loans shall continue to be taken on a pro rata basis. Any request, however, for benefit payments, withdrawals, surrenders, partial surrenders, transfers, or any loans from credited interest investment options supported by VRIAC's general account, regardless of whether to be withdrawn on a pro rata basis or as otherwise specified, shall be withdrawn first from the closed Fixed Account until no amounts remain in the closed Fixed Account, and then from the Voya Fixed Plus Account III A. Reinstatement - To the extent reinstatement is permitted under the terms of the Contract, amounts that would have been reinvested in the closed Fixed Account prior to the time when the Voya Fixed Plus Account III A became an available credited interest investment option under the Contract may instead be reinvested in the Voya Fixed Plus Account III A. Reinstatement is permitted only once. INFORMATION BOOKLET 3042094.B.P (03/20) Voya Retirement Choice Voya Retirement Choice II With Voya Fixed Plus III 403(b)/401 (a)/401 (k)/457(b) Why Reading this Information Booklet is Important. Before you participate in Voya Retirement Choice or Voya Retirement Choice II through your employer's retirement plan (the "Plan"), you (the "employee"/ "participant") should read this information booklet. Plan sponsors (generally your employer) should read this information booklet to help determine if the program is appropriate for their Plan. Please note that this information booklet is provided as an overview of the program, which may be subject to change. In the event of a conflict between this information and the contract, the terms of the contract will prevail. Please keep this information booklet for future reference. OVERVIEW Your employer has established a retirement Plan for you. The Voya Retirement Choice II packaged program (the "Program") is offered as a funding option for that Plan. The Program includes a Custodial Account Agreement or Trust Agreement between your employer and Voya Institutional Trust Company (which may also include as parties Voya Financial Partners, LLC and Voya Retirement Insurance and Annuity Company); and a group fixed annuity contract between your employer and Voya Retirement Insurance and Annuity Company (the "Company'," "we," "us," "our"). These companies are not a party to your employer's retirement Plan and have no responsibility for any assets of the Plan prior to their receipt by the applicable company. Your employer has also entered into a service agreement with the Company, under which we provide administrative services to your employer's retirement Plan. The Program provides a menu of investment options for your retirement Plan that allows employee and employer (where available) contributions to be invested in: • Mutual fund shares which are available through a custodial or trust account (mutual funds are not part of the Fixed Plus contract); and/or • The Voya Fixed Plus Account (the "Fixed Plus Account"), a credited interest option which offers stability of principal through a group fixed annuity contract that we issue (the Fixed Plus contract). As described in your enrollment material, you will have access to your account information through our interactive voice response telephone service and via the internet at www.vovaretirementolan .com. PARTICIPANT ACCOUNTS Plan contributions are submitted by the plan sponsor and applied to participant accounts. The contributions are allocated to the investment options selected by the plan sponsor to provide future retirement income for plan participants. If allowed by your plan, you will be able to select among such investment options for your own participant account. For each account we maintain multiple record sources for crediting select types of employer and participant contributions and to accept rollovers from other sponsored plans and Individual Retirement Accounts and Annuities ("IRAs") as allowed by the plan. The plan sponsor or the Company may declare a contribution cessation date upon notice to the other. The contribution cessation date should be specified in the notice and must be at least 90 days from the date of the notice. After a contribution cessation date is declared, no further Contributions will be made to this Program and no new plan accounts will be established. 1 The Company is an indirect, wholly -owned subsidiary of Voya Financial, Inc. ("Voya"). Securities are distributed through Voya Financial Partners, LLC or through other broker -dealers with which Voya Financial Partners, LLC has selling agreements. Financial planning is offered by Voya Financial Advisors, Inc. Voya Financial Partners, LLC and Voya Financial Advisors, Inc. are both members of the Financial Industry Regulatory Authority ("FINRAI and the Securities Investor Protection Corporation ("SIPC"). Both are also members of the Voya®family of companies INVESTMENT OPTIONS The Company will establish and maintain one integrated account record for each participant reflecting both the mutual fund investment options and the Fixed Plus Account credited interest option. When we establish your account, you may, with your employer's authorization, direct account assets to any of the available options. At our discretion, we may add, restrict, or withdraw the availability of any investment options in the future. Mutual funds: All mutual fund shares are held in the applicable custodial or trust account and are registered in the name of the custodian or trustee respectively. Remember that mutual fund values fluctuate with market conditions and, when surrendered, the principal may be worth more or less than the original amount invested. You should consider the investment objectives, risks, and charges and expenses of mutual funds offered through a retirement Plan carefully before investing. The fund prospectuses contain this and other information, and can be obtained by contacting your local representative or contacting us at the telephone number or address shown in the "QUESTIONS: CONTACTING THE COMPANY" section at the end of this information booklet. Please read the information carefully before investing. Fixed Plus Account Credited Interest Option: The Fixed Plus Account credited interest option offers stability of principal and credits interest on amounts allocated to this option. Amounts invested in the Fixed Plus Account are held in the Company's general account that supports insurance and annuity obligations. Interests in the Fixed Plus Account have not been registered with the U.S. Securities and Exchange Commission ("SEC") in reliance on exemptions under the Securities Act of 1933, as amended. The safety of the interest rate guarantees under the Fixed Plus contract is dependent upon the Company's claims -paying ability. The guarantees do not apply to the investment return or principal under the mutual funds. The Fixed Plus Account consists of a minimum guaranteed interest rate ("GMIR") that is set for the life of the contract. The GMIR is stated in the Fixed Plus contract. Each calendar year (1/1 to 12/31), the Company will also set a one-year minimum guaranteed floor rate which will apply to all amounts held in the Fixed Plus Account during that calendar year. This one-year minimum guaranteed floor rate is currently equal to the GMIR and is guaranteed to never be less than the GMIR for the life of the contract. During the year, the Company will credit interest to the Fixed Plus Account at a "current credited interest rate. The current credited interest rate may change but is guaranteed not to be below either the minimum guaranteed floor rate or the GMIR. Voya will not apply a decrease to the current rate following a rate change initiated solely by us prior to the last day of the three-month period measured from the first day of the month in which such change was effective. The current rate for a plan's initial investment in the Voya Fixed Plus Account may be in effect for less than a full three-month period. All interest rates applicable to the Fixed Plus Account are expressed as an annual effective yield. Interest is credited to your account on a daily basis. Once credited, the interest becomes a part of your principal. This means that your account earns compound interest. Taking the effect of compounding into account, the interest credited to your account daily yields the current credited interest rate. Any changes in rates will apply to all amounts in the Fixed Plus Account. There are restrictions on transfers and withdrawals associated with the Fixed Plus Account; see the TRANSFERS and WITHDRAWALS sections for more details. PARTICIPANT RECORDKEEPING FEES One or more of the following fees may apply: Annual Participant Service Fee (sometimes referred to as maintenance fee): An annual fee may be deducted from your account. This fee may be waived, reduced, or eliminated in certain circumstances. If money source selected by the plan sponsor for the deduction of this fee (e.g., employee contribution source, employer contribution source, employee Roth Account source). Annual Asset -Based Service Fee: An annual asset -based fee may be deducted from your account for recordkeeping and administrative services provided to your employer's Plan. The maximum annual asset- based fee will be no more than 1.00% and may vary by investment option. This fee may be waived, reduced, or eliminated in certain circumstances. If applicable, a pro-rata portion of the asset -based fee is calculated and deducted quarterly from all investment options, or from the mutual fund assets only, depending upon your employer's Plan. It will appear on your statements as a flat dollar amount deducted from all applicable investment options. Recordkeeping fees can be found on the Performance Update and Fee Disclosure (if applicable) The recordkeeping and administrative services the Company provides in connection with your employer's Plan include: • Quarterly account statements; • Tax reporting on distributions; • Tax withholding; • Required minimum distribution processing; • Systematic withdrawal processing; • Account Rebalancing; • Asset allocation tools; • Internet account and transaction capability; • Telephone account capability; • Customer service call center; and • On-line financial calculators. Fund Fees and Expenses Each mutual fund deducts management fees from the amounts allocated to the fund. In addition, each fund deducts other expenses which may include service fees that may be used to compensate service providers, including the Company and its affiliates, for administrative and plan sponsor or participant services provided on behalf of the fund. Furthermore, certain funds deduct a distribution or 12b-1 fee, up to 1.00%, which is used to finance any activity that is primarily intended to result in the sale of fund shares. Certain funds may also deduct redemption fees if fund shares are not held for a specified period. To learn more about fund fees and expenses, the additional factors that can affect the value of a fund's shares and other important information about the funds, refer to the fund prospectuses, fee disclosure (if applicable) and the fund fact sheets, which can be obtained by contacting us at the telephone number or address shown in the "Questions: Contacting the Company" section at the end of this information booklet. Revenue from the Funds The Company or its affiliates may receive compensation from each of the funds or the funds' affiliates. This revenue may include: • A share of the management fee; • Service fees; • For certain share classes, 12b-1 fees; and • Additional payments (sometimes referred to as revenue sharing). 12b-1 fees are used to compensate the Company and its affiliates for distribution related activity. Service fees and additional payments (sometimes collectively referred to as sub -accounting fees) help compensate the Company and its affiliates for administrative, recordkeeping or other services that we provide to the funds or the funds' affiliates. The management fee, service fees and 12b-1 fees are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund prospectuses. Additional payments, which are not deducted from fund assets and may be paid out of the legitimate profits of fund advisers and/or other fund affiliates, do not increase, directly or indirectly, fund fees and expenses, and we may use these additional payments to finance distribution. The amount of revenue the Company may receive from each of the funds or from the funds' affiliates may be substantial, although the amount and types of revenue vary with respect to each of the funds offered through the Program. This revenue is one of several factors we consider when determining Program fees and charges and whether to offer a fund through the Program. The Company expects to earn a profit from this revenue to the extent it exceeds the Company's expenses, including the payment of sales compensation to our distributors. Fund revenue is important to the Company's profitability and it is generally more profitable for us to offer, and we receive more revenue from, affiliated funds than unaffiliated funds. The Company may also receive additional compensation in the form of intercompany payments from an affiliated fund's investment adviser or the investment adviser's parent in order to allocate revenue and profits across the organization. The intercompany payments and other revenue received from affiliated funds provide the Company with a financial incentive to offer affiliated funds through the contract rather than unaffiliated funds. Compensation Arrangements Sales professionals provide numerous services including services to plan sponsors and Plan participants. These may include installing and servicing the Program by providing product explanations, and periodically reviewing participants' retirement needs and available investment options. Persons who offer and sell the Programs may be paid a commission. Commissions may be paid as flat dollar amount and/or as a percentage ranging from 0% to 3% on recurring payments made during the first year of the participant or contract account, recurring payments after the first year of the participant or contract account, transferred assets and increased payments. In addition, the Company may pay an asset -based commission ranging up to 0.50%. We may also pay additional flat dollar amounts to qualifying registered representatives based on a participant's increased or re- started contributions and/or the number of new participant enrollments over a specified period. In some cases, we may also pay flat dollar amounts that may exceed the commission maximums described above. We intend to recoup this compensation and other expenses paid to sales professionals through fees and charges imposed under the Program, including the Participant Recordkeeping Fees, the revenues received from the funds and their service providers/affiliates, and from the Company's margins on the Fixed Plus Account. EMPLOYER ELECTIONS REGARDING TRANSFER AND WITHDRAWAL PROVISIONS Elections made by your employer at the time of application for the Program will determine which specific transfer and withdrawal provisions will apply to your employer's Plan. Details about the various transfer and withdrawal provisions that may apply are included in the "TRANSFERS" and "WITHDRAWALS" sections below. You will be advised as to the options your employer elected at your enrollment meeting. Please contact your local representative if you are uncertain which options are applicable to your employer's Plan. TRANSFERS As authorized by your employer, you may transfer both existing amounts and future contributions among investment options available under the Program. Transfers are subject to the restrictions described below and must occur in accordance with the terms of the applicable fund company account agreement, the Fixed Plus contract, your employer's Plan document, and the Plan Services Agreement. You may request a transfer by telephone or electronically via the Internet (details are included in your enrollment material). You will receive confirmation of the requested changes by mail or electronically, if available, and if you so elect. It is important that you review your changes carefully. Failure to report any discrepancies within 30 days will indicate that you are in agreement with the transactions in your account as reported on the confirmation. Transfer Restrictions Applicable To Your Employer's Plan: Depending upon the option elected by your employer, transfers are subject to either a "percentage limit" restriction (on amounts from the Fixed Plus Account) or an "equity wash" restriction: Percentage Limit Restrictions on Transfers from the Fixed Plus Account: If your employer elected this option, then you may transfer among the mutual funds in the applicable custodial or trust account without restrictions. Transfers from the Fixed Plus Account are, however, subject to the following restriction: o Your employer or you, if allowed by your employer's Plan, may transfer 20% of your account value held in the Fixed Plus Account in each 12-month period. We determine the amount eligible for transfer on the business day we receive a transfer request in good order at our Home Office. We will reduce amounts allowed for transfer by any Fixed Plus Account withdrawals, transfers (including transfers made to issue a Plan loan) or amounts applied to annuity options during the prior 12 months. We reserve the right to include payments made due to the election of any of the systematic distribution options toward the 20% limit. We will waive the percentage limit on transfers when the value in the Fixed Plus Account is $5,000 or less. Equity Wash Restrictions on Transfers: Transfers between investment options are allowed at any time, subject to the following equity wash restrictions if there are any Competing Investment Options (see below) under your employer's Plan: o You may not make transfers directly from the Fixed Plus Account to a Competing Investment Option; o You may not make a transfer from the Fixed Plus Account to other investment options under the applicable custodial or trust account if a transfer to a Competing Investment Option has taken place within 90 days; o You may not make a transfer from the Fixed Plus Account to other investment options under the applicable custodial or trust account if a non -benefit withdrawal from a non- Competing Investment Option has taken place within 90 days; and o You may not make a transfer from a non -Competing Investment Option to a Competing Investment Option if a transfer from the Fixed Plus Account has taken place within 90 days. Notwithstanding the above equity wash restrictions, automatic transfers from the Fixed Plus Account to the loan investment option (if available) under the applicable custodial account to accommodate a loan request, if allowed under the Plan, are allowed at any time. Competing Investment Option: A Competing Investment Option is defined as an investment option that is provided under the applicable Voya Retirement Choice II custodial or trust account that: • Provides a direct or indirect investment performance guarantee; • Is, or may be, invested primarily in assets other than common or preferred stock; • Is, or may be, invested primarily in financial vehicles (such as mutual funds, trusts orinsurance contracts) that are invested in assets other than common or preferred stock; • Is available through the self -directed brokerage account; or • Is any fund with similar characteristics to the above. Examples of such investment options would include money market instruments, repurchase agreements, guaranteed investment contracts, or investments offering a fixed rate of return, or any investment option having a targeted duration of less than three (3) years. Additionally, the self -directed brokerage account is considered a Competing Investment Option. Please contact your local representative to determine which investment options are considered Competing Investment Option under the Fixed Plus contract for your employer's Plan. Any non -enforcement of the Competing Investment Option transfer restrictions is temporary and will not constitute a waiver of these requirements. Investment options that no longer accept contributions or transfers are not considered to be Competing Investment Options. Transfers between amounts invested in the mutual funds held under a 403(b)(7) custodial account and amounts invested in the Fixed Plus contract's Fixed Plus Account will be processed pursuant to applicable contract exchange rules established under the Code and regulations, and your employer's plan document. Limits on Frequent or Disruptive Transfers. The Program is not designed to serve as a vehicle for frequent transfers. The Company has an Excessive Trading Policy and monitors transfer activity, and each underlying mutual fund available through the Program has adopted or may adopt an excessive/frequent trading policy. See your enrollment materials, visit your account online at www.voyaretorementolans.com or call 800-584- 6001 for details about our Excessive Trading Policy. WITHDRAWALS Withdrawals for Benefits: Under the Program, you may make withdrawals from the Fixed Plus Account or any other investment options under the applicable custodial or trust account to pay benefits" at any time. Benefits are payments to you under the terms of your employer's Plan as allowed by the Code for the following reasons, as applicable: retirement, death, disability', loan (if allowed under the Plan), in- service withdrawals after age 59'/*, separation from service (not including a severance from employment that would not otherwise qualify as a separation from service), financial hardship or unforeseeable emergency (for 457(b) governmental plans), purpose of purchasing service credits (for 457(b) Governmental plans) and in-service distribution. Available benefit payments will vary based on Plan provisions and applicable Code restrictions and requirements. The plan sponsor may direct the Company to place a withdrawal restriction on your account in the event of receipt of a domestic relations order or any other type of court order or regulatory document that asserts a claim to benefits. Non -Benefit Withdrawal Restrictions Applicable To Your Employer's Plan: Depending upon the option elected by your employer, non -benefit withdrawals are subject to either a "percentage limit" restriction (on amounts from the Fixed Plus Account) or an "equity wash" restriction: • Percentage Limit Restrictions on Non -benefit Withdrawals from the Fixed Plus Account: If your employer elected this option, you may withdraw money from the mutual funds in the applicable custodial or trust account without restrictions (subject to applicable Plan and Code provisions). Withdrawals from the Fixed Plus Account are, however, subject to the following restrictions: Partial Withdrawals from the Fixed Plus Account: Your employer or you, if allowed by your Plan, may withdraw up to 20% of your account value held in the Fixed Plus Account in each 12- month period. We determine the amount eligible for withdrawal on the business day we receive a withdrawal request in good order at our Home Office. We will reduce amounts allowed for withdrawal by any Fixed Plus Account withdrawals, transfers (including transfers made to issue a Plan loan) or amounts used to purchase annuity payments during the prior 12 months. We reserve the right to include payments made due to the election of any of the systematic distribution options toward the percentage limit. Waiver of 20%Percentaae Limit On Partial Withdrawals. We will waive the percentage limit on partial withdrawals when the partial withdrawal is made in accordance with any of the conditions listed in AppendixA. Full Withdrawals from the Fixed Plus Account: Your employer or you, if allowed by your Plan, may request a full withdrawal of your account value held in the Fixed Plus Account. Full withdrawals from the Fixed Plus Account will be paid out in five annual payments. Once a request is received for a full withdrawal, no further withdrawals, loans, or transfers will be permitted. The first payment would be 20% of the value in the Fixed Plus Account as of the business day we receive your request in good order, reduced by the amount, if any, transferred (including transfers made to issue a Plan loan), withdrawn, taken as a systematic distribution option, or used to purchase Annuity payments during the past 12 months. Subsequent payments, made on annual intervals of the first payment, would be in the amounts of 25%, 33%, 50% and 100% of the balance on the respective dates. Your request may be cancelled at any time before the end of the five - payment period. If any contributions are received to your account at any time during the five- year payment period, the full withdrawal will be cancelled and your Fixed Plus account installment payments will cease. If your full withdrawal is cancelled (either by your request or due to receipt of a contribution to your Account), a new five-year payment period will begin upon any future full withdrawal from your Account. Additional information on Fixed Plus withdrawal provisions is available in your contract prospectus or contract information booklet." 1 Not applicable to 457(b) plans Waiver of Percentage Limit On Full Withdrawals, We will waive the restrictions on full withdrawals when the withdrawal is made in accordance with any of the conditions listed in Appendix B. • Equity Wash Restrictions on Non -benefit Withdrawals: If your employer elected this option, non - benefit withdrawals are subject to the following restrictions: o You may not make non -benefit withdrawals from the Fixed Plus Account. o You may not make a non -benefit withdrawal from a non -Competing Investment Option if a transfer from the Fixed Plus Account has taken place within 90 days. In addition to the non -benefit limits or restrictions described (percentage limit or equity wash), the Internal Revenue Code ("Code") and/or your employer's Plan may also have specific limits on withdrawals. Please refer to your summary plan description, if applicable, or contact your employer's benefits office for further information. 403(b) Withdrawal Restrictions: The Code places restrictions on withdrawals from a 403(b)(1) tax- deferred annuity and a 403(b)(7) mutual fund account, which are required to be specifically set forth in the applicable annuity contract or mutual fund custodial account agreement. The Code generally prohibits withdrawals from 403(b) accounts prior to death, disability, attainment of age 59 '/, severance from employment or financial hardship (account earnings are not generally available due to hardship). These restrictions do not include contract exchanges to other investment alternatives under your employer's 403(b) plan, transfers made to another employer's 403(b) plan, or to transfers made to a governmental defined benefit plan to purchase service credits unless further restricted by your employer's 403(b) written plan. Employer -Directed Full Withdrawal Rules: If the employer controls the Fixed Plus contract and requests a full withdrawal from the Program, the account balances of the mutual funds held in the custodial or trust account will be paid immediately in accordance with the written direction of the employer. However, with regard to the Fixed Plus contract, we will pay amounts held in the Fixed Plus Account in accordance with the following Extended Payout Provision. Check with your employer if you have questions concerning an employer -directed full withdrawal. Extended Payout Provision: If the employer requests a full withdrawal from the Program as described above, the Company will pay any amounts held in the Fixed Plus Account, with interest, in five annual payments that will be equal to: • One -fifth of the value in the Fixed Plus Account as of the business day we receive the withdrawal request in good order at our Home Office reduced by the amount, if any, transferred (including transfers made to issue a Plan loan), withdrawn, or used to purchase annuity payments during the prior 12 months (we reserve the right to reduce the amount available by deducting any amount withdrawn under a systematic distribution option); then, • One-fourth of the remaining amount 12 months later; then, • One-third of the remaining amount 12 months later; then, • One-half of the remaining amount 12 months later; then, • The balance of the value in the Fixed Plus Account 12 months later FIXED PLUS CONTRACT - DEATH BENEFIT In the event of your death, the Fixed Plus contract provides a death benefit, payable to the beneficiary named under the contract (contract beneficiary). When your employer controls the group fixed annuity contract, your employer is the contract beneficiary, but may direct that we make any payments to the beneficiary you name under the Plan (Plan beneficiary). When your employer does not control the contract (voluntary plans), you designate the name of the beneficiary. SYSTEMATIC DISTRIBUTION OPTIONS ("SDO") We may offer one or more distribution options under which we make regularly scheduled automatic partial distributions of your account value. To request a SDO, you must complete a SDO election form and forward it to our Home Office. FIXED PLUS CONTRACT- ANNUITY PAYMENT OPTIONS While the Company may make other options available, the following annuity payment options (if allowed by your employer's Plan) are currently offered on amounts maintained in the Fixed Plus contract: Non -Lifetime Option: Payments for a Stated Period - periodic payments made for a fixed period of years (no fewer than 5 years, but no more than 30 years or as otherwise specified in the Fixed Plus contract). If you die before receiving all the payments, your beneficiary can choose either to receive the remaining periodic payments or to have the present value of the payments in a lump sum. Note: This must be an irrevocable election (no withdrawals or changes may be made). Single Lifetime Options: Life Income - periodic payments made for as long as you live. Life Income with Guaranteed Payments - periodic payments made for as long as you live with a specified minimum number of payments guaranteed (no fewer than 5 years, but no more than 30 years or as otherwise specified in the Fixed Plus contract). If you die before the end of the guarantee period, payments will continue to your beneficiary for the remainder of the guarantee period. Joint Lifetime Option: Life Income Based Upon Two Lives - periodic payments made for as long as you and a second annuitant live. You may further elect from among the following options: • 100% of the payment to continue to the survivor; • 66Z/% of the payment to continue to the survivor; • 50% of the payment to continue to the survivor; • 100% of the payment to continue after the first death with payments guaranteed to the beneficiary after the second death for a period of years; the number of years in the payment period must fall within the range of at least 5 years to no more than 30 years, or as otherwise specified in the Fixed Plus contract; or • 100% of the payment amount to continue at the death of the specified second annuitant and 50% of the payment amount to continue at the death of the specified annuitant. Note: All Single and Joint Lifetime options are irrevocable elections (no withdrawals or changes may be made) regardless of the investment option(s) selected. In no event may annuity payments extend beyond (a) your life; (b) the lives of you and your beneficiary; (c) any certain period greater than your life expectancy; or (d) any certain period greater than the joint life expectancies of you and your beneficiary. In addition, when your payments start, your age plus the number of years for which payments are guaranteed cannot exceed that permitted by the Code minimum distribution regulations. REQUIRED PAYMENTS Generally, you must begin receiving periodic benefit payments by April 1 of the calendar year following the calendar year in which you attain age 72 (age 701/ if born before July 1, 1949), or such later age as may be allowed by law and under the terms of the plan. You must request required payments in accordance with the minimum distribution requirements within the required timeframes, or you could be subject to IRS penalties. SUSPENSION OF FINANCIAL TRANSACTIONS OR PAYMENT DELAY In accordance with applicable federal securities laws and regulations, we reserve the right to suspend financial transactions or postpone payments during times when the following situations occur: • The New York Stock Exchange ("NYSE") is closed or trading on the NYSE is restricted; or • The U.S. Securities and Exchange Commission ("SEC") determines that a market emergency exists or restricts trading for the protection of investors. The Company, under certain emergency conditions, may also defer any payment from the Fixed Plus Account for a period of up to 6 months (unless not allowed by state law), or as provided by federal law. FEDERAL TAX INFORMATION Under federal tax law, qualified retirement Plan contributions and investment earnings are not taxable until they are distributed! Taxation occurs when amounts are paid from the Program funding the Plan to participants (or their beneficiaries). The Program, including the Fixed Plus contract, is not necessary for this favorable tax treatment. Federal tax rules limit contributions to and distributions from the Program: • Contributions - In order to be excludable from gross income for federal income tax purposes, total annual contributions are limited by the Internal Revenue Code; and • Distributions - Certain tax rules limit eligibility to distributions from the Program and dictate when minimum distributions must begin. We report the gross and taxable portions of all distributions to the IRS. Any taxable distributions are generally subject to withholding. Federal income tax withholding rates vary in accordance with the type of distribution and the recipient's taxstatus. Note that there may be other circumstances that trigger taxability under the Plan, including, but not limited to, loan defaults. You should consult with a tax and/or legal adviser about the effect of federal income tax laws, state tax laws or any other tax laws affecting the Program or any transactions involving the Program. IRS Circular 230 Disclosure: These materials are not intended to be used to avoid tax penalties, and were prepared to support the promotion or marketing of the matter addressed in this booklet. 'After-tax contributions and applicable earnings from Roth sources, if available, will not be taxable provided they meet the qualified Roth distribution criteria. Taxation of the Company We are taxed as a life insurance company under the Tax Code. The separate account is not a separate entity from us. Therefore, it is not taxed separately as a "regulated investment company" but is taxed as part of the Company. We automatically apply investment income and capital gains attributable to the separate account to increase reserves under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will not be taxed. Because we do not expect that we will incur any federal income tax liability attributable to the separate account we do not intend to make any provision for such taxes. However, changes in the tax laws and/or in their interpretation may result in our being taxed on income or gains attributable to the separate account. In this case we may impose a charge against a separate account (with respect to some or all of the contracts) to set aside provisions to pay such taxes. We may deduct this amount from the separate account, including from your contract value invested in the subaccounts. In calculating our corporate income tax liability, we may claim certain corporate income tax benefits associated with the investment company assets, including separate account assets, which are treated as Company assets under applicable income tax law. These benefits may reduce our overall corporate income tax liability. Under current law, such benefits include foreign tax credits and corporate dividends received deductions. We do not pass the tax benefits to the holders of the separate account because (i) the contract owners are not the owners of the assets generating these benefits under applicable income tax law and (ii) we do not currently include Company income taxes in the tax charges you pay under the contract. We reserve the right to change these tax practices. ANTI -MONEY LAUNDERING In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have adopted an anti -money laundering program satisfying the requirements of the USA PATRIOT Act and other current anti -money laundering laws. Among other things, this program requires us, our agents and customers to comply with certain procedures and standards that will allow us to verify the identity of the sponsoring organization and that contributions and loan repayments are not derived from improper sources. Under our anti -money laundering program, we may require customers, and/or beneficiaries to provide sufficient evidence of identification, and we reserve the right to verify any information provided to us by accessing information databases maintained internally or by outside firms. We may also refuse to accept certain forms of payments or loan repayments (traveler's cheques, cashier's checks, bank drafts, bank checks and treasurer's checks, for example) or restrict the amount of certain forms of payments or loan repayments (money orders totaling more than $5,000, for example). In addition, we may require information as to why a particular form of payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result in us returning the payment to you. Applicable laws designed to prevent terrorist financing and money laundering might, in certain circumstances, require us to block certain transactions until authorization is received from the appropriate regulator. We may also be required to provide additional information about you and your policy to government regulators. Our anti -money laundering program is subject to change without notice to take account of changes in applicable laws or regulations and our ongoing assessment of our exposure to illegal activity. ORDER PROCESSING In certain circumstances, we may need to correct the pricing associated with an order that has been processed. In such circumstances, we may incur a loss or receive a gain depending upon the price of the fund when the order was executed and the price of the fund when the order is corrected. Losses may be covered from our assets and gains that may result from such order correction will be retained by us as additional compensation associated with order processing. UNCLAIMED PROPERTY Every state has some form of unclaimed property laws that impose varying legal and practical obligations on insurers and, indirectly, on contract owners, participants, insureds, beneficiaries and other payees of proceeds. Unclaimed property laws generally provide for escheatment to the state of unclaimed proceeds under various circumstances. Contract owners and participants are urged to keep their own, as well as their beneficiaries' and other payees', information up to date, including full names, postal and electronic media addresses, telephone numbers, dates of birth, and Social Security numbers. Such updates should be communicated to us at the toll free phone number found in your enrollment material. CYBER SECURITY Like others in our industry, we are subject to operational and information security risks resulting from "cyber- attacks", "hacking" or similar illegal or unauthorized intrusions into computer systems and networks. These risks include, among other things, the theft, misuse, corruption and destruction of data maintained online or digitally, denial of service attacks on websites and other operational disruption and unauthorized release of confidential customer information. Although we seek to limit our vulnerability to such risks through technological and other means and we rely on industry standard commercial technologies to maintain the security of our information systems, it is not possible to anticipate or prevent all potential forms of cyber-attack or to guarantee our ability to fully defend against all such attacks. In addition, due to the sensitive nature of much of the financial and similar personal information we maintain, we may be at particular risk for targeting. Cyber-attacks affecting us, any third party administrator, the underlying funds, intermediaries and other affiliated or third -party service providers may adversely affect us and your account value. For instance, cyber-attacks may interfere with our processing of contract transactions, including the processing of orders from our website or with the underlying funds, impact our ability to calculate Accumulation Unit Values, cause the release and possible destruction of confidential customer or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines and financial losses and/or cause reputational damage. Cyber security risks may also affect the issuers of securities in which the underlying funds invest, which may cause the funds underlying your contract to lose value. There can be no assurance that we or the underlying funds or our service providers will avoid losses affecting your contract that result from cyber-attacks or information security breaches in thefuture. QUESTIONS: CONTACTING THE COMPANY For answers to questions about the Program, to request additional information, including fund prospectuses, or to contact us for any other reason, please call: • Plan Sponsors: Please call Plan Sponsor Services toll -free at 888410-9482. • Participants: Please call the Retirement Readiness Service Center toll -free at 800-584-6001. Alternatively, please write us at: Voya Retirement Insurance and Annuity Company One Orange Way Windsor, CT 06095-4774 APPENDIX A Waiver of the 20% Limit in a 12-Month Period for Partial Withdrawals from the Voya Fixed Plus Account This Appendix A applies if your employer elected the percentage limit restriction as described in WITHDRAWALS. In some circumstances, partial withdrawals from the Voya Fixed Plus ("Fixed Plus") Account may be limited to no more than 20% of your account value held in the Fixed Plus Account in each 12-month period. Generally, the percentage limit does not apply to any benefit -related partial withdrawals (as discussed under WITHDRAWALS). In accordance with the Fixed Plus contract, we will also waive the percentage limit when the partial withdrawal is associated with any of the following specific conditions (applicable to all plans unless otherwise indicated): 1. Due to your death before annuity payments begin and paid within six months of your death (exception applies to only one partial withdrawal). 2. To purchase annuity payments. 3. Due to other conditions as the Company may allow without discrimination. Currently these include: (a) When you separate from service with your employer*, andwhen: • Separation from service is documented in a form acceptable tous; • The amount is paid directly to you or as a direct rollover (if permitted by the Code) to another Code Section 403(b), 401, or governmental 457(b) plan or an Individual Retirement Annuity or an Individual Retirement Account designated by you; and • The amount paid for all withdrawals due to separation from service during the previous 12 months does not exceed 20% of the average value of the Fixed Plus Account held under the Fixed Plus contract during that period. * Note on severance and separation: A waiver of the Fixed Plus Account withdrawal limit does not apply if it is due to a severance from employment that does not otherwise qualify as a separation from service. Although it may not result in the waiver described in this appendix, the Code does permit certain distributions upon a severance from employment. (b) Due to a plan loan taken in accordance with the terms of the plan, and in accordance with the loan procedures described under "Loans" in this Information Booklet. (c) For all plans except 457(b) plans and governmental 401(a) plans: Due to financial hardship as defined in the Code, and when: • If applicable, the financial hardship is certified by your employer or its authorized designee; • The amount is paid directly to you, and • The amount paid for all withdrawals due to financial hardship during the previous 12 months does not exceed 20% of the average value of the Fixed Plus Account held under the Fixed Plus contract during that period. (d) For 457(b) plans only: Due to an unforeseeable emergency as defined in the Code, and when: • The unforeseeable emergency is certified by your employer or its authorized designee; • The amount is paid directly to you, and • The amount paid for all withdrawals due to an unforeseeable emergency during the previous 12 months does not exceed 10% of the average value of the Fixed Plus Account held under the Fixed Plus contract during that period. (e) For 457(b) and governmenta1401(a) plans only: For an in-service distribution permitted by the plan, and when: • The in-service distribution is certified by your employer or its authorized designee; • The amount is paid directly to you, and • The amount paid for all withdrawals due to a permitted in-service distribution during the previous 12 months does not exceed 10% of the average value of the Fixed Plus Account held under the Fixed Plus contract during that period. APPENDIX B Waiver of the Restrictions on Full Withdrawals from the Voya Fixed Plus Account This Appendix B applies if your employer elected the percentage limit restriction as described in WITHDRAWALS. In some circumstances, full withdrawals from the Voya Fixed Plus ("Fixed Plus") Account may be paid out in five annual payments. Generally, this restriction does not apply to any benefit -related withdrawal (as discussed under WITHDRAWALS). In accordance with the Fixed Plus contract, we will also waive this restriction when the full withdrawal is associated with any of the following specific conditions (applicable to all plans unless otherwise indicated): 1. When the amount in the Fixed Plus Account is $5,000 or less and during the previous 12 months no amounts have been withdrawn, transferred (including transfers made to issue a plan loan), or used to purchase annuity payments. 2. Due to your death before annuity payments begin and paid within six months of your death. 3. To purchase annuity payments on a life -contingent basis or for a stated period. 4. If contributions have not been made for a period of two full years and the guaranteed monthly benefit under the annuity options would be less than $20 per month and, at the Company's option, your account is being terminated. 5. When you separate from service with your employer*, andwhen: • Separation from service is documented in a form acceptable to us; • The amount is paid directly to you or as a direct rollover (if permitted by the Code) to another Code Section 403(b), 401, or governmental 457(b) plan or an Individual Retirement Annuity or an Individual Retirement Account designated by you; and • The amount paid for all withdrawals due to separation from service during the previous 12 months does not exceed 20% of the average value of the Fixed Plus Account held under the group fixed annuity contract (the Fixed Plus contract) during that period. *Note on severance and separation: A waiver of the Fixed Plus Account withdrawal limit does not apply if it is due to a severance from employment that does not otherwise qualify as a separation from service. Although it may not result in the waiver described in this appendix, the Code does permit certain distributions upon a severance from employment. 6. For all plans except 457(b) plans and governmental 401(a) plans: Due to financial hardship as defined in the Code, and when: • If applicable, the financial hardship is certified by your employer or its authorized designee; • The amount is paid directly to you; and • The amount paid for all withdrawals due to financial hardship during the previous 12 months does not exceed 20% of the average value of the Fixed Plus Account held under the Fixed Plus contract during that period. 7. For 457(b) plans only: Due to an unforeseeable emergency as defined in the Code, and when: • The unforeseeable emergency is certified by your employer or its authorized designee; • The amount is paid directly to you; and • The amount paid for all withdrawals due to an unforeseeable emergency during the previous 12 months does not exceed 10% of the average value of the Fixed Plus Account held under the Fixed Plus contract during that period. 8. For 457(b) and governmental 401(a) plans: For an in-service distribution permitted by the plan, and when: • The in-service distribution is certified by your employer or its authorized designee; • The amount is paid directly to you; and • The amount paid for all withdrawals due to an in-service distribution during the previous 12 months does not exceed 10% of the average value of the Fixed Plus Account held under the Fixed Plus contract during that period.