AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
(d)(2)(ii)
AMENDED SCHEDULE B
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
and
VOYA INVESTMENTS, LLC
EXCLUDED SERVICES
As set forth in Section 2 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement.
1.Underwriting or distribution services of the sort provided by the underwriter or distributor to a Series
2.Distribution or shareholder services provided to a Series pursuant to a plan, whether or not adopted under Rule 12b-1 promulgated under the 1940 Act
3.Custody services such as those currently provided by The Bank of New York Mellon and State Street Bank
4.Fund accounting services of the sort currently provided by The Bank of New York Mellon and State Street Bank, inclusive of pricing services utilized by the fund accounting agents
5.Transfer agency and recordkeeping services provided by various brokers/dealers and other intermediaries
6.Transfer agency services such as those currently provided by The Bank of New York Mellon and Computershare Limited
7.Printing and postage for shareholder reports, prospectuses and statements of additional information such as is currently provided by Xxxxxxx Corporation, Universal Wilde, XX Xxxxxxxxx & Sons Company and Broadridge Financial Solutions, Inc.
8.External counsel and legal services such as those currently provided to the Trust or to the Independent Trustees by Ropes & Gray LLP and K&L Gates LLP
9.Audits and semi-annual reviews of financial statements, prospectuses and Form N-14 filings such as those currently provided by Xxxxx & Young LLP
10.Tax consulting services, review of tax compliance and other tax services such as those currently provided by Xxxxx & Young LLP
11.Fair value pricing services such as those currently provided by ICE Data Pricing & Reference Data LLC
12.Proxy tabulation and solicitation services related to shareholder meetings for a Series, such as those currently provided by Broadridge Financial Solutions, Inc.
B-1
(d)(2)(ii)
and/or Computershare Limited
13.Identifying and tracking services for wash sales activity such as those currently provided by Gainskeeper (Wolters Kluwer Financial Services, Inc.)
14.Brokerage services
15.Attribution and risk analysis services provided in support of the Chief Investment Risk Officer such as those currently provided by the Bank of New York-Wilshire Atlas/Axiom Attribution and Risk Analysis System
16.Recordkeeping services related to the Director/Trustee deferred compensation plan such as those currently provided by Pen-Cal Administrators
17.Call center services related to phone representatives that service existing fund shareholders of record such as those currently provided by The Bank of New York Mellon Services
18.Consultants hired at the request of the Board of Directors/Trustees to advise them
19.Administrative Services that are not reasonably necessary for the ordinary operation of each Series as of January 1, 2015, but that may be required in the future
B-2
(d)(2)(ii)
AMENDED SCHEDULE C
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
and
VOYA INVESTMENTS, LLC
EXPENSES
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EXPENSE |
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CURRENT |
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% Borne |
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# |
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ITEM |
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VENDORS |
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DESCRIPTION |
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by Manager |
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ALLOCATION NOTE | ||||||
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Allocated Expenses |
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1 |
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General Services |
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Ernst & Young LLP |
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Affiliated sub-custodian |
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50% |
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(17f-2 Audit Fees) |
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account test work |
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Fund Accounting/ |
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Industry Classification for |
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2 |
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Financial |
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Xxxxxx Xxxxxxx GICS |
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equity securities for |
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50% |
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Voya funds' portion is limited |
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Reporting |
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Direct License |
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financial reporting |
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to a maximum of $40,000. |
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Services |
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purposes |
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Fund Accounting/ |
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Aggregated benchmark |
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data (returns). Data is used |
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Financial |
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RIMES Technologies |
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3 |
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in Voya funds' annual and |
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60% |
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Reporting |
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Corporation |
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semi-annual reports and |
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Services |
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prospectuses. |
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Proxy Voting |
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Institutional |
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Proxy Advisory Services |
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4 |
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Shareholder Services |
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50% |
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Services |
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and Voting Agent Service |
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(ISS, Inc.) |
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5 |
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Proxy Voting |
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Farient |
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Proxy Analysis |
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50% |
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Services |
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Bloomberg / |
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Allocation to the Voya funds |
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Morningstar / NYSE / |
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Market Data Service |
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is based on Board |
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6 |
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Finance Services |
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Strategic Insight / |
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Providers (Non-XXXX |
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95% |
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usage/subscriptions. Only |
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Institutional Investor / |
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usage) |
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actual Board usage costs are |
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Etc. |
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allocated to the Voya funds. |
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Voya funds' portion is limited |
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Industry |
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Investment Company |
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to a maximum of the fee paid |
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7 |
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General membership fees |
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90% |
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by the Voya funds for Mutual |
| ||
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Association Dues |
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Institute |
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Funds Directors Forum |
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membership. |
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C-1
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(d)(2)(ii) | |
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EXPENSE |
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CURRENT |
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% Borne |
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| |||
# |
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|
ITEM |
|
VENDORS |
|
DESCRIPTION |
|
by Manager |
|
ALLOCATION NOTE | |||||||
|
Allocated Expenses, continued |
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8 |
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Chief Investment |
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Chief Investment Risk |
|
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Costs associated with the |
|
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40% |
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Overhead2 |
items are allocable |
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Risk Officer1 |
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Officer (XXXX) |
|
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XXXX function |
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to the Manager. |
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Chief Compliance |
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Office of the Chief |
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Overhead2 |
items are allocable |
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9 |
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Compliance Officer |
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CCO Function |
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0% |
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Officer1 |
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to the Manager. |
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(CCO) |
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| |
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Voya Expenses |
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Software application to |
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10 |
|
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General Services |
|
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Confluence |
|
|
assist in monitoring the |
|
|
100% |
|
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|
|
budgets and the accruals of |
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| ||||
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| |
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expenses of mutual funds. |
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Electronic system for |
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calculation of fund fees |
|
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11 |
|
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General Services |
|
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Bonaire |
|
|
and payments to sub- |
|
|
100% |
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|
|
advisers. Annual license |
|
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cost. |
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Electronic system for Fund |
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Compliance - monthly |
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12 |
|
|
Fund Compliance |
|
|
Albridge |
|
|
compliance checklist |
|
|
100% |
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process. Annual license |
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cost. |
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13 |
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Fund Compliance |
|
|
Bank of New York |
|
|
Money Market Stress |
|
|
100% |
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Testing |
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| ||||
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| |
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Proxy Voting |
|
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Institutional |
|
|
Securities Class Action |
|
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14 |
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Shareholder Services |
|
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100% |
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| ||
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Services |
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|
Service – (SCAS) |
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| |||
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(ISS, Inc.) |
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| |
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Proxy Voting |
|
|
Institutional |
|
|
US & Global Custom |
|
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|
|
|
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15 |
|
|
|
|
Shareholder Services |
|
|
Voting Agent Services / |
|
|
100% |
|
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| |
|
|
|
Services |
|
|
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|
|
|
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|
| ||||
|
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(ISS, Inc.) |
|
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Vote Disclosure Services |
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| |
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1
2
XXXX and CCO costs are considered "extraordinary expenses" and are therefore excluded from expenses that are subject to the Funds' Expense Limitation Agreements.
Overhead includes the costs associated with the following items; technology (except for Market Data Services and any IT Software expenses that are for the sole use of the XXXX or CCO); facilities; equipment; printing; and postage.
C-2
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(d)(2)(ii) |
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EXPENSE |
|
CURRENT |
|
|
|
|
% Borne |
| |||
# |
|
|
ITEM |
|
VENDORS |
|
DESCRIPTION |
|
by Manager |
ALLOCATION NOTE | |||||
|
Voya Expenses, continued |
|
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|
|
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|
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| ||||
|
16 |
|
|
Operational |
|
|
Eagle Pace |
|
|
Fund Data Warehouse - |
|
|
100% |
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Services |
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|
Annual License Agreement |
|
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| |||
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The Bank of New |
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|
Product |
|
|
York- Wilshire |
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17 |
|
|
Management/ |
|
|
Atlas/Axiom |
|
|
Attribution Analysis |
|
|
100% |
|
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|
|
Development |
|
|
Attribution and Risk |
|
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| |||
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| ||
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Services |
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Analysis System - |
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Voya Use |
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External counsel and legal |
|
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|
18 |
|
|
Legal Services |
|
|
Dechert LLP (External |
|
|
services provided to Voya |
|
|
100% |
|
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|
|
|
|
|
Legal Fees) |
|
|
regarding Advisory/ |
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| |||
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Administrative Matters |
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Voya Funds Services, |
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Legal services for |
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Management and the Voya |
|
|
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| |
|
19 |
|
|
Legal Services |
|
|
LLC (Internal Legal |
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100% |
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| |
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|
|
funds performed by |
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|
| ||||
|
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|
Fees) |
|
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| |
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|
Internal Legal Staff |
|
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| |
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| |
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|
Online Board Document |
|
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20 |
|
|
Legal Services |
|
|
Diligent Boardbooks |
|
|
Management System for |
|
|
100% |
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|
Board Meeting Materials |
|
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Content Management |
|
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|
21 |
|
|
Legal Services |
|
|
ARC System |
|
|
System for Registration |
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
Statement Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 |
|
|
Legal Services |
|
|
Xxxx Xxxxx |
|
|
Trade Cost Analysis |
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 |
|
|
Legal Services |
|
|
Board IQ / Ignites |
|
|
Industry Publications |
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
24 |
|
|
Advisory Services |
|
|
Manager or Sub- |
|
|
|
|
|
100% |
|
|
|
|
|
|
|
Adviser |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
C-3
