Voya Investment Management LLC

ITEM 5 - Fees and compensation General fee structure
General fee structure

Generally, investment advisory and management fees are calculated as a percentage of assets
under management (calculated by Voya IM LLC pursuant to certain valuation procedures) and
are typically payable 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 addition to investment advisory and management fees, funds and accounts also bear
other types of expenses, such as custody and audit fees, commissions and transaction costs.
Brokerage expenses and related trading costs are discussed more fully in Item 12. For affiliated
insurance company general accounts, fees are generally based on: (a) applying asset
management fees ranging from 6 basis points ("bps") to 76 bps depending on asset type; (b)
asset production fees for the closing of private placements and commercial mortgages
transactions ranging from 25 bps to 40 bps; and (c) applying non‑investment advisory services
fee of 2.3 bps to all asset types in addition to asset management fees. Fees charged to affiliated
companies are typically subject to negotiation and are generally likely to be lower than those
charged to external clients given the critical operating and business arrangements between Voya
IM LLC and its affiliates. Voya IM LLC also has unaffiliated clients, including unaffiliated insurance
companies and pension plans. The fees for these clients are also subject to negotiation.
Depending on the investment strategy, these accounts can incur management, production and
other servicing or advisory fees as agreed upon with Voya IM LLC.

In general, advisory fees for affiliated and 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 LLC recognizes the fee income.

Likewise, certain mandates involving privately placed or commercial real estate securities are
charged a so‑ called origination or production fee with respect to assets identified and sourced
for investment. These fees are typically one‑time in nature and are intended to compensate Voya
IM LLC 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. Voya IM or
an affiliate 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, 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 LLC's advisory
fees are based on the amount of assets under management by Voya IM LLC and are independent
of fees charged by the 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 LLC and the management fee of the money market fund itself.

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.

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 services or have other unique arrangements
provided that other investors are not harmed. 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 LLC with respect to their
investment in a fund. These arrangements are entered into only where the account will not be
harmed, if applicable, and Voya IM LLC determines that it can continue to meet its fiduciary duties
to investors. Voya IM LLC will sometimes also receive fees or reimbursement from individuals or
financial institutions, including affiliates, for various services or publications it provides.

Termination of advisory agreements

Investment advisory agreements between Voya IM LLC and the client are generally terminable
by either party, pursuant to the notice requirements specified in the investment management
agreements which are generally equal to thirty days or less. In the event of termination, Voya IM
LLC is typically entitled to the pro‑ rata portion of the earned fee, generally inclusive of any notice
period. Refunds will not typically apply as fees are generally paid quarterly in arrears, based on
the size of the account on the last day of the preceding quarter. The billing for each period in
general will be adjusted for additional significant contributions or withdrawals.

Valuation and pricing

Unless provided for otherwise in the investment advisory agreement, standard pricing services
and/or methodologies generally are used to determine the market value of the account. In this
regard, Voya IM LLC often uses and relies on various services from external vendors for
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ITEM 7 - Types of clients
Voya IM LLC primarily provides portfolio management services to affiliated and unaffiliated
insurance companies utilizing a variety of investment styles. However, Voya IM LLC also advises
other insurance‑ related entities (e.g., reinsurance companies) as well as various types of
institutional investors, such as pension plans, with respect to certain investment strategies. Voya
IM LLC provides advice with respect to an array of investment products, strategies and
instrument, including commercial mortgage loans and obligations, mortgage and other asset
backed securities, corporate loans, securities lending, derivatives, dollar roll transactions,
repurchase agreements, reverse repurchase agreements, syndicated bank loans, structured
products, master limited partnership interests, energy infrastructure investments and various real
estate loans or other investments. Voya IM LLC invests its own or client assets in pooled vehicles

that invest in these strategies as well as others, such as private equity or fund‑ of‑ funds.
Generally, the minimum size for opening and maintaining an account is subject to individualized
negotiation with each client.