Advisory business Voya IM is a wholly owned subsidiary of Voya Investment Management LLC (“Voya IM LLC”), a registered investment adviser, which in turn is a wholly owned subsidiary of VIM Holdings LLC, a Delaware limited liability company. Voya Financial, Inc., a publicly traded company, holds a 76% economic stake in VIM Holdings LLC through its subsidiary Voya Holdings Inc. As of July 25, 2022, Allianz SE, a stock corporation organized and existing under the laws of the European Union and the Federal Republic of Germany, holds an indirect 24% economic stake in VIM Holdings LLC as a result of a transaction combining Voya IM LLC with the assets and teams comprising specified transferred strategies formerly managed by Allianz Global Investors U.S. LLC.
Voya IM began business as an investment adviser on November 6, 1972, under the name of Aetna Capital Management, Inc.
Voya IM serves as adviser or sub-adviser to a variety of investment vehicles, including but not limited to institutional separate accounts, separately managed accounts, wrap fee programs, registered investment companies (open- end mutual funds and closed-end funds), insurance separate accounts, hedge funds and offshore pooled investment funds, including UCITS funds and AIFs. Utilizing global resources, Voya IM offers a variety of investment advisory and investment management services for equity, fixed income, balanced, private placements, commercial mortgage loans and multi-asset class strategies. Portfolio management services to wrap fee programs are discussed more fully below.
For selected clients, Voya IM and/or its affiliate provide various supporting accounting and securities management services, including some or all of the following: portfolio valuation and performance analysis; mortgage loan servicing and administration (including exercising rights, consents, authorizations, elections and making decisions with respect to commercial mortgage loans and the underlying loan documents on behalf of the lenders); assistance with securities accounting and tax analysis; and assistance with regulatory inquiries and analysis of existing and proposed statutes and regulations governing certain investments. The types of financial instruments that are to be used and the specific services to be provided are outlined in an agreement entered into between Voya IM and the client. To the extent particular mortgage loan servicing and administration services constitute investment advisory services, personnel undertaking such services are supervised persons of Voya IM.
Tailoring services to client needs For fund clients, Voya IM tailors its advisory services to the needs of the fund as a whole (rather than the individual needs of underlying investors). By contrast, Voya IM will tailor its advisory services and investment guidelines to the individual needs of clients for separately managed accounts. In addition, clients will sometimes impose their own investment restrictions on the separate portfolios. The types of financial instruments that can be used are outlined in an agreement entered into between Voya IM and the client. For mutual funds, hedge funds and other pooled investment vehicles, the types of financial instruments that are permitted to be used are generally set forth in the prospectus or other applicable offering document.
Voya IM generally has the responsibility to monitor investment restrictions. Clients should be aware that their restrictions can limit Voya IM’s ability to act and as a result, their performance will sometimes differ from and potentially be less successful than that of other accounts which do not impose any restrictions. Voya IM is not bound by any amendment to the investment restrictions unless and until the client and Voya IM have agreed in writing on such amendment.
Assets under management As of December 31, 2023, Voya IM managed $241,807,595,450 (USD) in client assets, including $241,192,674,620 on a discretionary basis and $614,920,830 on a non-discretionary basis.
Wrap fee services Through negotiated arrangements with certain brokerage firms, Voya IM manages accounts of clients under programs where clients pay a single fee to the brokerage firm which encompass Voya IM fees, certain transaction costs, custody, performance measurement and administrative costs (”Wrap Programs”). Under many of these Wrap Programs, Voya IM has an agreement only with the sponsor as a sub-adviser; in these cases, Voya IM typically receives a portion of the overall wrap fee. However, in others, Voya IM also enters into an advisory agreement directly with the client. Clients and prospective clients in Wrap Programs should carefully review the terms of the Wrap Program disclosure documents to understand the services, minimum account size, expenses and other terms and conditions of such Wrap Program.
In cases where Voya IM has negotiated arrangements with firms (some of whom also serve as broker-dealers and/ or investment advisers) sponsoring Wrap Programs, Voya IM can be selected by the wrap fee program sponsor or by the customer from among several investment managers presented to the client by the program sponsor.
If Voya IM is selected, Voya IM is usually compensated directly by the program sponsor.
For discretionary Wrap Programs, Voya IM is responsible for implementing securities transactions for each investor that are appropriate for the selected investment strategy (and, if relevant, in accordance with reasonable investment restrictions imposed by an investor and accepted by Voya IM). For non-discretionary Wrap Programs, Voya IM will provide a model portfolio and any subsequent changes to the program sponsor to be analyzed and implemented at the program sponsor’s direction.
While Voya IM’s compensation in such cases is often lower than Voya IM’s standard fee schedule, the overall cost of a wrap fee arrangement can be higher than the client otherwise would experience by paying Voya IM’s standard fees

and negotiating transaction charges with a broker-dealer that are payable on a per transaction basis (either directly in directed brokerage arrangements or through Voya IM when Voya IM is authorized to select a broker-dealer).
As a general matter, Voya IM manages wrap fee accounts similarly to other accounts following the same investment strategy. However, the particular investment guidelines of a wrap fee account or the size of these accounts sometimes result in differences. For example, whereas large separately managed accounts can employ over- the-counter derivatives, certain wrap fee accounts are not large enough to establish the necessary counterparty relationships. In addition, wrap accounts are traditionally managed as a model with investment decisions being made more or less uniformly across numerous underlying accounts, whereas investment decisions and restrictions within the same strategy are generally tailored somewhat differently for separately managed institutional accounts. In certain situations, a client can fund a wrap fee account using a margin account held by its brokerage firm. In these situations, the client and its brokerage firm, rather than Voya IM, generally determine the level of margin employed in the account and attendant risks.
Other advice Pursuant to written agreements, Voya IM provides recommendations, investment advice and analysis regarding investment strategies and potential investments to affiliated and unaffiliated entities. The investment advice and analysis can include model portfolio holdings and/or weightings, analysis and evaluation of potential investments (such as loans) and other information regarding the construction and maintenance of portfolios, which can be used by these entities in the management of their own or their clients’ assets. Voya IM will sometimes (but need not) delay communicating information regarding the composition of model portfolios, the analysis and evaluation of potential investments (or any updates thereto) until after Voya IM advisory accounts have commenced or completed trading in the same or similar securities. As a result, trades ultimately placed using a Voya IM model portfolio or where the client retains investment discretion will be subject to price movements, particularly with large orders or where the securities are thinly traded, that can result in these accounts receiving prices that are less favorable than the prices obtained for other Voya IM advisory accounts. It is also possible that entities which make execution decisions for model portfolio accounts will act upon such recommendations before certain Voya IM advisory accounts have commenced trading based on such recommendations. As a result, in certain circumstances, Voya IM advisory accounts, particularly for large orders involving thinly traded securities, will receive prices that are less favorable than the prices obtained for certain model portfolio accounts.
Investment authority Subject to any written guidelines which the client provides or other specialized arrangements, Voya IM normally has complete discretion and authority to manage investments for client accounts. Voya IM, as the client’s agent, generally has the authority to act without prior consultation pursuant to the client agreement, which is more fully described in Item 16.
Accordingly, Voya IM is generally authorized to perform various functions, at the client’s expense, without further approval from a client, except as required by law, including: (a) to make all investment decisions; (b) to buy, sell and otherwise trade in securities; (c) to issue instructions to the custodian for operational matters of the account, including but not limited to such items as tender offers and reorganizations; (d) to select brokers or dealers to execute securities transactions; and (e) vote proxies and make similar decisions. With respect to many clients, Voya IM enters into swaps and other derivatives and executes ancillary documents on their behalf. In certain instances, Voya IM enters into non-discretionary arrangements with its clients where Voya IM obtains client approval prior to execution of a trade or provides the client with investment recommendations which the client, in its sole discretion, can implement.
As a general matter, a fund’s or account’s custodian rather than Voya IM is responsible for fling class action claims and, with certain exceptions, Voya IM generally does not commence or pursue litigation on behalf of clients or separately managed accounts.
Trading support and outsourcing Voya IM and/or its affiliates provide administrative, trading, marketing and other support services for affiliated entities, where the entities are responsible for making portfolio management decisions.
In connection with Wrap Programs and certain other funds or accounts, Voya IM has entered into a back-office outsourcing arrangement with SEI Global Services, Inc. (“SEI”) whereby SEI assumes responsibility for certain operations and accounting functions (including, but not limited to, account opening and maintenance, trade support and reconciliation) as well as providing technology infrastructure support.
For separately managed institutional accounts, Voya IM has entered into a back-office outsourcing arrangement with The Bank of New York Mellon, whereby The Bank of New York Mellon assumes responsibility for certain operations and accounting functions (including, but not limited to, account opening and maintenance, shareholder recordkeeping, trade support, financial reporting, accounting and reconciliation) while allowing Voya IM to leverage the Bank of New York Mellon technology infrastructure. Voya IM has also engaged an offshore affiliate to provide operational support, including in connection with cash management and cash reconciliations for separately managed institutional accounts. At times, Voya IM will enter into additional outsourcing arrangements with other financial institutions.