Voya Investment Management Co LLC

ITEM 5 - Fees and compensation
General fee structure

Generally, investment advisory and management fees are calculated as a percentage of assets
under management (calculated by Voya IM pursuant to certain valuation procedures) and are
typically payable quarterly in arrears based on the quarter-end market value, although clients
sometimes will also agree upon other billing arrangements. Depending on the account strategy,
certain types of loans are billed on the basis of commitment value or outstanding principal
balance. In general, fees for unaffiliated insurance company clients are based quarterly on the
statutory book value of the assets on the last day of the previous quarter and are due within 60
days after Voya IM recognizes the fee income. Wrap Programs generally have an alternative fee
arrangement which is discussed below. Certain mandates involving privately placed or
commercial real estate loans are also 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 IM 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 accounts investing in commercial
mortgage loans, Voya IM will sometimes also receive a servicing fee as compensation for
administrative and other similar services performed with respect to the loans.

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.

Where a client has chosen a custodian bank or broker to hold its assets, Voya IM's advisory fees
are based on the amount of assets under management by Voya IM and are independent of fees
charged by client's custodian bank for "sweeping" cash into money market mutual funds and any
other fees charged by the custodian bank. Generally, any cash not otherwise invested on behalf
of clients or funds will be invested in cash equivalents, such as certificates of deposit, master
notes and money market funds. Since most money market funds charge a management fee, in
such instances the client or fund would pay, in effect, two advisory fees; i.e., that of Voya IM and
the management fee of the money market fund itself. If an affiliated Voya mutual fund is used, the
fees are generally offset or adjusted to eliminate duplicate fees.

Voya IM is compensated under performance-based fee arrangements in compliance with Rule
205-3 under the Investment Advisers Act of 1940 ("Advisers Act"), usually based in part on the
relative performance of an account when compared to an independent benchmark, but potentially
on other bases as well. Voya IM is also compensated through fixed fee arrangements.

For any particular account or product, fees are generally described more fully in the advisory
agreement, fund offering document and, for certain Employee Retirement Income Security Act of
1974 (“ERISA”) clients, in disclosures provided pursuant to Section 408(b)(2) of ERISA. Voya IM's
standard fee schedule for principal investment advisory services is the following:

Equity accounts: Fees generally range from .15% to .90% based on strategy, account size and
client service arrangements.

Fixed income accounts: Fees generally range from .10% to 1.00% based on strategy, account
size and client service arrangements.

Multi-asset strategy accounts: Fees generally range from .15% to 1.00% based on strategy,
account size and client service arrangements.

Wrap fee services: In a standard Wrap Program, Voya IM generally receives from .125% to
1.00% in annual compensation, depending on the program sponsor, type of account (i.e., fixed
income, equity or balanced portfolio), the level of support services provided by the program
sponsor, and the size of clients' assets in the specific program. A condition of some Wrap
Programs is that transactions for clients' accounts are executed by the sponsor of the Wrap
Program (or its affiliate). Where Voya IM contracts directly with the wrap sponsor to provide
investment advisory services, the wrap sponsor typically authorizes any payment of Voya IM's
fees.

Where Voya IM contracts directly with the client to provide investment advisory services, Voya IM
typically will send an invoice to the client for payment of Voya IM's advisory fees.

Mutual funds, UCITS and AIFs and other funds: The fees for mutual funds, private funds,
commingled funds and other funds or accounts are set forth more fully in the particular fund's
prospectus or other applicable offering documents or in the account’s advisory agreement. More
complete information concerning each affiliated or unaffiliated registered fund, including advisory
and sub-advisory fees, is disclosed in the prospectus and statement of additional information of
these funds.

For its services as a sub-adviser to registered investment companies, UCITS, AIFs and other
commingled funds, Voya IM receives a sub-advisory fee as set forth in the investment advisory
agreement for the respective investment companies and funds.

Negotiation of fees and other unique arrangements

Fees and account minimums are subject to negotiation. In some cases, certain clients pay lower
fees than those paid by other clients for similar advisory services or have other unique
arrangements. For example, investors providing large or "seed" (initial) investments, investors
with multiple business relationships with Voya entities and/or Voya employees typically have
specially tailored arrangements with Voya IM with respect to their investments. These
arrangements are entered into only where investors will not be harmed and Voya IM determines
...

ITEM 7 - Types of clients
Voya IM provides investment management services to a wide range of clients and funds, including
individuals, high net worth individuals, institutional separate accounts, separately managed
accounts, corporate pension and profit-sharing plans, 529 education savings plans, charitable
institutions, foundations, endowments, municipalities, registered investment companies, private
investment funds or other pooled funds, insurance separate accounts, trust programs, sovereign
funds, foreign funds such as UCITS and AIFs, and other U.S. and international institutions.

Voya IM provides advisory services for individual institutional client portfolios under a variety of
investment styles. Generally, the minimum size for opening and maintaining separately managed
institutional equity and fixed income portfolios ranges from $25 million to $100 million depending
upon the specific investment strategy.

Common and collective (pooled) structures maintained by Voya Investment Trust Co., a
subsidiary of Voya IM, are available to certain qualified accounts that do not meet the minimum
asset size required by Voya IM for an institutional separate account or that otherwise desire to
invest in these structures. Likewise, separately managed accounts in "wrap fee" or similar
programs typically have lower investment thresholds. Voya IM reserves the right to waive any
such minimums in its sole discretion.