Voya Alternative Asset Management LLC

ITEM 5 - Fees and compensation
Voya AAM is compensated as provided for in the provisions of the applicable partnership
agreement or other relevant fund or account documents. Generally, investment advisory and
management fees are .50% to 1.5% of assets under management (calculated by Voya AAM
pursuant to certain valuation procedures), payable quarterly in arrears although clients can
propose alternative billing arrangements. Performance-based fees are generally 10-50% of
capital gains or capital appreciation of a fund's assets, and, in compliance with SEC Rule 205-3
under the Investment Advisers Act of 1940 ("Advisers Act"), are charged to certain funds desiring
a particular style of management and to certain of the managed accounts. In addition to
investment advisory and management fees, funds and accounts also bear other types of
expenses, such as custody and audit fees, commissions, clearing charges, taxes and transaction
costs. Brokerage expenses and related trading costs are discussed more fully in Item 12.

In addition, certain mandates involving privately placed or commercial real estate loans are
charged a so-called origination or production fee with respect to assets identified and sourced for
investment. These origination or production fees are typically one-time in nature and are intended
to compensate Voya AAM for the up-front costs and expenses for diligence, credit analysis and
other miscellaneous closing costs incurred in connection with transactions in these unique asset
classes. For funds or accounts investing in commercial mortgage loans, Voya AAM or an affiliate
will sometimes also receive a servicing fee as compensation for administrative and other similar
services performed with respect to the loans.

Clients are generally billed quarterly in arrears. The fee for the prior quarter is computed on the
valuation as of the close of the current quarter. For any particular product, the rate and payment
of fees are generally described more fully in the advisory agreement, fund offering document and,
for certain ERISA clients, in disclosures provided pursuant to Section 408(b)(2) of ERISA.

Termination of advisory agreements

Investment advisory agreements between Voya AAM and the client are generally terminable by
either party, pursuant to the notice requirements specified in the investment management
agreement. If the relationship is terminated before the end of a billing period and a client pays in
arrears, the final fee due will be pro-rated to the termination date. If the relationship is terminated
prior to the end of a prepaid period, the fee will be pro-rated to the termination date and, if
applicable, the balance returned to the client.

Valuation and pricing

Unless provided otherwise in the investment advisory agreement or other applicable document,
standard pricing services and/or methodologies are generally used to determine the market value
of the fund or account. In this regard, Voya AAM often uses and relies on various services from
external vendors for information such as pricing, ratings, types of security (e.g., Rule 144A
offerings) and other relevant factors. While these vendors are generally reliable, from time to time
the information they provide may be inaccurate, stale or not reflective of the price that can be
realized in the market; this may impact the pricing and categorization of client portfolio holdings.
Voya AAM may invest in securities or instruments on behalf of its funds that have no trading
market or are otherwise difficult to value, particularly for funds that may hold illiquid or thinly traded
securities, in which case Voya AAM may need to determine a price for a portfolio holding using
"fair value" pricing methodologies. In these situations, Voya AAM will elicit input from a number of
external or internal sources (e.g., "matrix pricing" or other pricing services, portfolio managers,
finance department, etc.) and determine what it believes to be a representative or "fair" price for
the holding. For some investments there may be only one counterparty or broker that can provide
a reliable price quotation. For these types of securities Voya AAM will determine which
counterparty or broker it believes will provide the most reliable price quotations. These
determinations involve a significant amount of judgment and in some cases do not end up being
accurate. These valuations can differ substantially from prices that are ultimately realized in a
transaction. In addition, where different accounts or funds are governed by different pricing
policies (e.g., a registered mutual fund and private fund) and/or have different custodians, it is
possible that the same security or instrument could be assigned different valuations. For
collateralized debt obligations and other structured products, the frequency of pricing will depend
on whether they are "cash flow," "arbitrage" or "market value" structures; in situations where prices
are provided, external pricing services or sources are typically relied upon.

Negotiation of fees and other unique arrangements

All fees are subject to negotiation. Voya AAM reserves the ability to adopt different fee structures
on funds or accounts. In some cases, certain investors pay lower fees or have other unique
arrangements with respect to a fund or separately managed account, provided that other investors
are not harmed. For example, investors providing large or "seed" (initial) investments, investors
with multiple business relationships with Voya entities, affiliated entities of Voya AAM, and/or Voya
employees typically have specially tailored arrangements with Voya AAM with respect to their
investment. These arrangements are entered into only where investors will not be harmed and
Voya AAM determines that it can continue to meet its fiduciary duties to other investors.

Some funds are permitted to negotiate lower fees or other unique arrangements with certain
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ITEM 7 - Types of clients
Voya AAM generally serves as general partner of investment partnerships, the managing member
of limited liability companies and as the investment adviser or sub-adviser to offshore investment
funds, accounts, collateralized debt obligations and other structured products. Voya AAM also
expects from time to time to make available co-investment opportunities to certain investors in
the funds it manages and/or to other third parties. The terms of such co-investments are

determined on a case-by-case basis. Voya AAM also serves as investment adviser or sub-adviser
to non-U.S. investment companies and other non-U.S. investment vehicles. The minimum
investment amount required for each fund account is typically described in the applicable Offering
Memorandum and Limited Partnership Agreement or Limited Liability Company Agreement and
is specific to each fund. The general partner or managing member of each fund or account
typically reserves the right to waive the minimum investment requirements.