Voya Investment Management UK Limited

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 UK 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. 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 UK recognizes the fee
income.

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 UK’s advisory fees
are based on the amount of assets under management by Voya UK 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 UK 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.

For any particular account or product, 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.

Voya UK’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.

Mutual Funds and Other Funds: The fees for mutual 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 investment 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 funds and other pooled
vehicles, Voya UK receives a sub-advisory fee as set forth in the prospectuses and/or other
offering documents for the respective investment companies and funds.

Fees and account minimums are subject to negotiation. In some cases, certain clients pay lower
fees or have other unique arrangements. For example, investors providing large or “seed”

investments, investors with multiple business relationships with Voya entities and/or Voya
employees typically have specially tailored arrangements with Voya UK with respect to their
investments. These arrangements are entered into only where investors will not be harmed and
Voya UK determines that it can continue to meet its fiduciary duties to other investors.

Termination of Advisory Agreements

Investment advisory agreements between Voya UK and the client are generally terminable by
either party, pursuant to the notice requirements specified in the investment management
agreement which is generally thirty days or less. In the event of termination, Voya UK is typically
entitled to the prorated portion of the earned fee, generally inclusive of any notice period. Refunds
will not typically apply as fees are generally paid 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 information such as pricing, ratings, type of security (e.g.,
Rule 144A) and other relevant factors.

Valuation and Pricing

Unless provided for otherwise in the investment advisory agreement or other applicable
document, standard pricing services and/or methodologies may be used to determine the market
value of the account. In this regard, Voya UK may use and rely on various services from external
vendors for information such as pricing, ratings, type 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 or stale; this may impact the pricing or categorization of client
portfolio holdings. In certain situations, Voya UK invests in securities or instruments on behalf of
its clients that have no trading market or are otherwise difficult to value, in which case Voya UK
will determine a price for a portfolio holding using “fair value” pricing methodologies.

In these situations, Voya UK 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 is only one counterparty or broker that can provide a reliable price quotation.
For these types of securities, Voya UK determines 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 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 a private fund) and/or have different custodians, it is
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ITEM 7 - Types of Clients
Voya UK serves as sub-subadviser to affiliated registered investment companies, collective
investment trust and intends to serve as adviser and sub-adviser to a variety of investment
vehicles, including but not limited to institutional separate accounts, registered investment
companies and pooled investment funds.

Voya UK intends to provide advisory services for individual institutional client equity portfolios.
Generally, the minimum size for opening and maintaining separately managed institutional equity
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., an affiliate
of Voya UK, are available to certain qualified accounts that do not meet the minimum asset size
required by Voya UK for an institutional separate account or that otherwise desire to invest in
these structures.