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Introduction and General Policies

This Compliance Manual (“Manual”) sets forth the basic policies and procedures governing the investment advisory practices of the Voya businesses (“Voya IM” or the “Firm”), whether or not registered with the U.S. Securities and Exchange Commission (“SEC”). It should be noted that for regulatory or practical purposes, separate policies and procedures may have been established for a business unit (e.g. Voya Investment Trust Co. (“Voya Trust”). Likewise, Voya IM employees are covered by various compliance policies issued by Voya Financial, Inc. (“Voya”) or its affiliates.

As described more fully throughout, many of the procedures apply only to Registered Investment Advisers in the Voya IM structure. In addition, some of the procedures will have only limited application to certain business units operating in specialized markets or to an entity whose activities are generally limited to managing proprietary assets (“Voya IM Atlanta”). Voya IM employees are responsible for understanding all applicable manuals and policies and procedures. The Manual is designed to be a permanent resource that will be regularly reviewed and updated.

For the avoidance of doubt, the procedures and policies set out in this Manual will apply to Voya Investment Management (UK) Limited, where relevant, except where the rules of the UK Financial Conduct Authority (FCA) impose a specific requirement and/or where the FCA rules impose a higher standard on an authorised firm. Where specific FCA rules apply to Voya Investment Management (UK) Limited this is indicated in relevant text contained within a grey shaded box in the relevant section of the Manual, with further detail set out in the Voya Investment Management UK Compliance Manual.

UK requirements—structure of the UK regulatory regime and application of FCA rules

Please refer to the Voya UK Compliance Manual for details of the structure of the UK regulatory regime, the FCA’s objectives and principles for business and relevant training and competency requirement, to which Voya Investment Management (UK) Limited is subject.

Recent amendments to U.S. Commodity Futures Trading Commission (“CFTC”) rules have required Voya IM to register with the CFTC as a commodity pool operator (“CPO”) and/or commodity trading advisor (“CTA”). The procedures and policies set out in this Manual will apply to Voya commodity pools, where relevant, except where the rules of the CFTC impose a specific requirement and/or where the CFTC rules impose a higher standard.

New policies, guidance, and amendments may also be issued by Voya IM’s CCO or other supervisory personnel outside of or before being formally incorporated into this Manual. Such communications are as valid and binding as the Manual’s written guidance and it is the responsibility of employees to be alert to notices sent by Compliance and to remain aware of all Company policies and procedures.

Section 1

Introduction

Coverage and Defined Terms

The following Voya Entities are covered by the Manual:

Registered Investment Advisers:

Voya Investment Management Co. LLC (“Voya IM Co.”)
Voya Alternative Asset Management LLC (“Voya AAM”)
Voya Investment Management LLC (“Voya IM Atlanta”)

Unregistered Investment Advisers:

Voya Realty
Voya Investment Trust Co. (“Voya Trust”)

UK Authorised Entity:

Voya Investment Management (UK) Limited

General Definitions:

“Account”

Any Account or portfolio managed by an Adviser
“Adviser”

Any investment adviser named above
“Advisers Act”

Investment Advisers Act of 1940
“CFAI”

CFA Institute (formerly, AIMR)

“CFTC”

Commodity Futures Trading Commission
“DOL”

Department of Labor
“ERISA”

Employee Retirement Income Security Act of 1974
“FINRA”

The Financial Industry Regulatory Authority (formerly, NASD)

“NFA”

National Futures Association
“RR”

Registered Representative
“SEC”

U.S. Securities and Exchange Commission
“1933 Act”

Securities Act of 1933
“1934 Act”

Securities Exchange Act of 1934
“1940 Act”

Investment Company Act of 1940

General Philosophy

Voya IM is deeply committed to stewardship and service the preservation of the organization’s integrity and reputation and thus requires of all of its businesses an understanding of and strict

compliance with the applicable laws, regulations and standards in each market in which it operates and on-going implementation and adherence to compliance policies and procedures.

Voya IM endeavours at all times to operate in conformity with federal and/or applicable state and foreign laws and to conduct its businesses in the highest ethical and professional manner. Voya IM understands that clients are best served when all personnel are informed as to the legal, technical and mechanical aspects of its business and have a good working knowledge of practices and policies suited to achieve client objectives, best practices and comply with the law.

We regularly revisit our Manual to ensure it reflects the highest legal and ethical standards in our industry. The Manual is designed to articulate our commitment to integrity and honesty in everything we do. While no single document can address every situation, the Manual provides clear guidance on critical issues.

This Manual is intended to:

(1)

provide Voya IM employees with an awareness of the legal and regulatory requirements governing investment adviser, CPA and CPO activities; and

(2)

set forth the policies and procedures designed to ensure that Voya IM’s operations meet those requirements.

Please refer to this Manual when conducting your daily activities. You are encouraged to raise questions or comments about the Manual. You will be required to periodically acknowledge that you have read and understood the requirements of this Manual.

II.

Responsibilities of Employees and Supervisors

It is the policy of the Firm that senior management of each business unit is ultimately responsible for the implementation of and adherence to compliance policies. Accordingly, Voya IM senior management is ultimately responsible for this Manual. It is expected that management will set a good example in instilling in to the Voya IM businesses a culture of compliance.

It is not Firm policy that ownership of compliance resides solely with senior management or the Compliance Department. Instead, compliance is a responsibility that every Voya employee shares. It has often been said that one person can cause more harm to a company from a single bad decision than good to the company over the course of a career. When facing a situation not covered by the Manual, we expect our employees to exercise good judgment and to seek guidance in resolving potential issues. In order to assist employees in staying abreast of Firm policies and procedures, each employee has continuous access to an online version of this Compliance Manual, as well as other relevant forms and useful resources, each of which are available on Voya IM’s Intranet site.

As the Manual is revised or supplemented from time to time, it is the responsibility of the Compliance Department to communicate such changes and for each employee to be familiar with any changes. Each officer, principal, manager, supervisor or any other person having managerial or

supervisory responsibilities must ensure that personnel whom they supervise are familiar with and understand the contents of the Manual, and use it in their day-to-day activities.

III.

Sanctions

In the event any person subject to this Manual violates any provision, policy or procedure outlined herein, that individual may be subject to various sanctions, depending on the violation, including but not limited to a reprimand, financial penalty, suspension, termination of employment, and potentially civil or criminal liability. Specific sanctions imposed will be determined on a case-by-case basis and will be based upon the infraction, the Chief Compliance Officer’s recommendation and, if necessary, a determination by one or more members of the Voya IM Executive Leadership Team.

IV.

Standards of Conduct

General Standards

An Adviser is a fiduciary with respect to its advisory clients. Voya IM, because of the various types of clients to which it provides investment advice, is subject to various state and federal statutes, including the Advisers Act. The Advisers Act enhances the fiduciary nature of the relationships between investment advisers and their clients. Employees should scrupulously comply with the rules and regulation of the markets in which they operate.

Voya IM acts on behalf of various types of clients, including pension plans subject to ERISA, registered investment companies subject to the 1940 Act and commodity pools registered with the CFTC and NFA. Those statutes establish similar fiduciary principles incumbent upon advisers to such clients.

Voya IM’s overriding policy is to protect and place clients’ interests first, provide full and fair disclosure of all relevant facts and any potential or actual conflicts of interest, exercise loyalty and good faith, provide suitable advice and recommendations, and seek best execution of all client transactions.

Employees are expected to act in a professional and loyal manner towards both Voya IM and clients in accordance with the laws and regulations in force and the standards of conduct described in this Manual. Such activity is consistent with the Firm’s overarching goal of being stewards of client’s assets and providing superior client service. In the event an employee has any doubts in a given situation as to what action is appropriate, he or she should not hesitate to refer the matter to senior management or to the Compliance Department.

Relations with Regulators

Voya IM’s businesses operate within highly regulated industries. As such, employees are expected at all times to understand and abide by basic fiduciary principles and the policies and procedures described herein. In the event any federal, state or self-regulatory organization contacts a Voya IM employee (either in writing or by telephone) or arrives for an inspection, the Chief Compliance Officer and/or General Counsel must be immediately notified.

Relations with Clients

Employees should serve the interests of clients with professionalism, diligence and discretion, avoiding conflicts of interest where possible.

Professionalism implies that requests received from clients should be answered in a thoughtful manner after due consideration of the facts of the request and the client’s particular requirements.

Diligence means implementing instructions received from clients in due course, taking into account the nature and timing of each request.

Employees should treat clients impartially, without giving unfair preference to any individual or group of individuals.

Client Complaints

Each employee shall notify Compliance upon receipt of any written or oral client compliant. Copies of all letters of complaint and memoranda describing all oral complaints, as well as the response (if any), must be maintained in the Compliance Log. Compliance shall investigate and determine how to respond to client complaints. Responses to client complaints may require the approval of the Law Department and/or senior management.

Duties Toward Voya IM – Conflicts of Interest

Employees have an obligation of loyalty towards their employer; under no circumstances are they to use their professional position directly or indirectly for personal purposes by taking unfair advantage or by profiting in any other way from their professional position. Employees should be extremely careful to avoid any personal conflict of interest with Voya, its affiliates, the Advisers, vendors with whom we do business, or clients.

Employees are reminded that they must give prior notice of, and receive approval for, any covered outside activity in which they may wish to engage. This includes, among other things, outside business interests, political activity and private securities transactions.

UK requirements - Conflicts of Interest

Please refer to the Voya UK Compliance Manual for an overview of the FCA’s conflicts of interest regime and its application to Voya Investment Management (UK) Limited.

Gifts and Entertainment

General Prohibitions

Giving or receiving gifts in a business setting may give rise to an appearance of impropriety or raise a potential conflict of interest. As a general rule, employees should generally not give to or accept from a third party (e.g. client, broker, vendor) any gift or gratuity. However, gifts of nominal value are allowed. Nominal gifts include gifts equal to or less than $100 per year per person as well as normal and customary business entertainment (e.g., business meals and entertainment where the person providing the entertainment is present) that is not “lavish”, the cost of which would be paid for by Voya IM as a reasonable business expense if not paid for by the third party. While “nominal value” and “lavish entertainment” are difficult to define, any gift or entertainment is not acceptable if an independent third party might think that the employee would be influenced in conducting business. Gifts of an extraordinary or extravagant nature to an employee should be declined or returned in order to avoid compromising the reputation of the employee or Voya IM.

Notwithstanding the above, in an effort to mitigate potential issues, Voya IM generally prohibits

any employee from giving or receiving any gift or participating in entertainment activities that, on a fair market value basis, exceed $300 per incident or $1,000 per year. In order to monitor compliance, employees are required to regularly report the receipt of gifts and entertainment (via an internal reporting system which can be accessed at: http://giftandentertainment/ and regularly certify that they have complied with the Voya IM Gift and Entertainment Policy.

Acceptable Gifts and Entertainment

Examples of acceptable gifts and/or entertainment include the following:

Acceptance or giving of gifts, gratuities, amenities or favors based on family or personal relationships where the circumstances make it clear it is those relationships rather than the business of Voya IM which are the motivating factor.

Acceptance or giving of advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars and similar items.

Acceptance or giving of discounts or rebates on merchandise or services that do not exceed those available to arm’s-length clients.

Acceptance or giving of gifts of reasonable value that are related to commonly recognized events or occasions, such as a promotion, wedding, retirement or holiday.

These principles also apply to relationships between employees and any official bodies or person. Any act that might be interpreted as an attempt at bribery or undue influence is strictly prohibited. If any direct or indirect financing is provided to political parties, foundations or associations, it must be given in full compliance with the laws in force and must take place under supervision of persons authorized to carry out this activity. Further, employees must comply with the firm’s policy on Political Contributions (as discussed more fully in Section 7 of this Manual).

Charitable Contributions

Employees may make appropriate charitable contributions on behalf of the Voya IM. However, care must be taken to ensure that the recipient is a bona fide charity and that there is no reason to believe that the charity itself may be operated directly or indirectly for the private benefit of a public official or an immediate family member. Therefore, Employees must first obtain written approval from Management and Compliance before making any charitable contributions on behalf of the Voya IM.

Payments to Labor Organizations, Union Officials and Related Trusts (Form LM-10)

Employees who plan to gift or entertain anyone affiliated with a public entity, including but not limited to state and municipal pension plans, have a special responsibility to both know and adhere to the policy stated above, and also to comply fully with additional policies, procedures, and restrictions placed on such employees by state statutes, municipal regulations or internal policies. Public employees may be under an even more stringent restrictions or outright prohibitions with regard to receipt of meals and entertainment. Any Voya IM employee seeking to entertain a public entity employee should first check with Compliance/Legal to see what, if any, additional restrictions may apply. Compliance and Legal can assist in determining what such restrictions are prior to the gifting or entertaining of such individuals.

Under regulations of the DOL, Voya IM must file reports on Form LM-10 for payments above

specified thresholds which are made to union officials or labor organizations (including trusts in which they have an interest). These reports must be filed within 90 days after the end of Voya IM’s fiscal year. A broad range of payments are subject to these reporting requirements, including:

Meals;

Travel expenses/reimbursements;

Gifts;

Tickets to events;

Products or services;

Social events;

Fees to attend union-sponsored events; and

Donations made to charities.

Filing is not required if the total value of payments to any one union, union official, union employee or union agent is $250 or less in any fiscal year and the payments are unrelated to the recipient’s status in a labor organization. If the total amount of such payments to any one recipient exceeds $250, then all payments to the recipient must be reported.

Because there is no single method of calculating the value of certain payments (e.g., a reception where many persons attend), the payment to any one recipient may need to be estimated on a good faith basis (e.g., the pro rata per person cost of a meal or event, etc.).

Anti-Bribery Policy

All employees are expressly prohibited from making, promising, offering or authorizing a payment of Anything of Value0F¹, either directly or indirectly to a government official (including employees of state-owned companies) to influence any act or decision by such government official, or as an inducement to do or omit to do something in the conduct of business, which is dishonest, illegal or a breach of trust.

Under relevant anti-bribery legislation, the actions of third parties can also expose Voya IM to liability. All Voya IM employees must act in good faith to ensure that any entity or person acting on Voya IM’s behalf will not make, promise, offer or authorise a payment of anything of value, either directly or indirectly to a government official as an inducement to influence any act or decision by such government official, or as an inducement to do or omit to do something which is dishonest, illegal or a breach of trust, in the conduct of business.

As such, Voya IM generally restricts employees from providing gifts and/or entertainment to government officials. However, under certain circumstances, expenditure for meals, entertainment and other normal social amenities for government officials may be permitted, provided it is not extravagant and otherwise complies with the laws and customs of the state or country in which the

expenditure is incurred. Similarly, gifts may be given only if the gifts are of reasonable value and conform to laws and normal social customs in the recipient's state or country. Any employee seeking to provide gifts, entertainment, or social amenities to a government official should obtain prior authorization from their Executive Leadership Team representative and from Compliance. This request should be submitted through PTA Connect which can be accessed at https://voya.ptaconnect.com/. Appropriate records to show compliance with the above rules must be maintained.

In certain circumstances, it may be appropriate to pay for the travel or lodging of government officials (or provide similar services) if it is directly related to a genuine business purpose. For example, it may be appropriate to provide travel and lodging expenses for a government official in connection with the promotion or demonstration of Voya IM products or services. Payment of any travel or lodging expenses in these circumstances should be made only if doing so is widely accepted, customarily practised and permissible under (local) laws and regulations. Cash payments are prohibited when paying for the travel expenses for a government official. Any employee seeking to pay travel and lodging expenses for a government official should obtain prior authorization from their Executive Leadership Team representative and from Compliance. This request should be submitted through PTA Connect which can be accessed at https://voya.ptaconnect.com/. Appropriate records to show compliance with the above rules must be maintained. No expenses should be incurred or reimbursed for spouses or family members of government officials.

Notwithstanding the foregoing, any payment intended to directly or indirectly influence the outcome of a government official’s decision is expressly forbidden.

Whistleblower Protections Policy

Voya IM aspires to the highest standards of business conduct and integrity. Consistent with these standards, Voya IM adheres to Voya Financial’ s (or the “Company”) Policy on Employees’ Reporting Obligations and Whistleblower Protections (“Policy”), which is designed to meet legal and regulatory requirements and industry-leading practices as well as protect the reputation of the Company.

All Employees should promptly report any known, suspected or potential violation of the Voya Financial Code of Business Conduct and Ethics (“Code”). This Policy applies to the Company and includes Voya Financial Inc., its successors and its direct and indirect subsidiaries. If you identify an actual or suspected breach of the Code, any of the Company’s internal policies or any law or regulation, including securities laws, applicable to the Company, you should promptly report it. Information on all reporting and guidance options can be found in the Ethics Helpline, http://voya.net/website/Policies.nsf/byUID/AMEP-8K8GEW

Section 2: Registration and Filings

Borrowing Money from Suppliers or Clients

Employees may not borrow money from any of Voya IM’s suppliers, consultants or clients. However, the receipt of credit on customary terms in connection with the purchase of goods or services is not considered to be borrowing within the foregoing prohibition. In addition, acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities, such as home mortgage loans, is permitted except where prohibited by law.

II.

Other Duties

Employees of Voya IM must exercise discretion to protect the interests of clients as well as those of the firm. Employees must not disclose nor does use for personal purpose any proprietary information held by the Company, Voya IM or an Adviser pertaining to its clients, business methods or operation.

Employees are expected to understand that as fiduciaries they must consider actual or potential conflicts they (or their immediate family members) may have with clients, prospects, vendors and other third parties with whom an Advisor does or desires to do business and report the same to the Voya IM Compliance Department.

UK requirements – anti-bribery and corruption

Please refer to the Voya UK Compliance Manual for details on UK anti-bribery and corruption legislation and its application to Voya Investment Management (UK) Limited and Voya IM (where relevant).

Registration with the SEC

The Advisers Act requires the registration of certain investment advisers with the SEC. The Registered Investment Advisers (see page 1) must comply with the Advisers Act and the regulations under it.

Initial Registration with SEC

An Adviser registers with the SEC by filing a Form ADV. It is critical that each Registered Investment Adviser’s Form ADV be complete, accurate and current as required by the SEC. To this end, an Adviser’s Form ADV is periodically amended. To ensure that an Adviser’s Form ADV is accurate, relevant portions should be reviewed by appropriate personnel. In the event you notice what appears to be an omission or inaccuracy in a Form ADV, please bring it to the attention of the Law Department immediately.

Amendments

For each Registered Investment Adviser, an Annual Updating Amendment to Form ADV must be filed within 90 days after the fiscal year end. At the same time, each Registered Investment Adviser’s Form ADV should also be updated to reflect any changes not already included. The Voya IM Law Department is responsible for filing a Registered Investment Adviser’s Form ADV, the Annual Updating Amendment and any other amendments to the Form ADV.

II.

Other Filings

An Adviser (including an unregistered Adviser) may need to file certain forms with the SEC or other regulatory authorities. In particular, the following forms may be required to be filed:

Schedule 13G

Generally, “passive” beneficial owners of over 5% of a class of equity securities registered under the 1934 Act are required to file a Schedule 13G with the SEC. For Registered Investment Advisers and other “qualified” institutional investors who acquire the securities in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, the filing must be completed within 45 days of year-end (“qualified” institutional investors who acquire more than 10% must file Schedule 13G within 10 days of the end of the month in which they first exceed the 10% threshold). Other passive investors, including unregistered investment advisers (“Other Passive Investors”), are also entitled to file on Schedule 13G (subject to the proviso below), but must file Schedule 13G within 10 calendar days of acquiring more than 5% of a class of registered security. Proviso: 1) any investor who acquires more than 5% of a class of registered securities for the purpose of changing or influencing control of the issuer; and 2) Other Passive Investors who acquire more than 20% of a class of registered securities, must file on Schedule 13D (described below).

“Beneficial ownership” is defined broadly, and an Adviser may be deemed to be the beneficial owner of shares held in client Accounts (and shares held in proprietary Accounts) if it has or shares either of the following:

Voting power, which includes the power to vote or direct the voting of the shares; or

Investment power, which includes the power to dispose or direct the disposition of such security.

In determining whether an Adviser or other investor has beneficial ownership of securities, the

beneficial ownership by business units, divisions or subsidiaries normally is attributed to parent entities. Any acquisitions of securities that may require a Schedule 13G (or Schedule 13D) filing should be brought to the attention of the Compliance Department immediately. If an Adviser uses external counsel to prepare Schedule 13G (or Schedule 13D) filings, the Compliance Department should be alerted prior to the filing.

Schedule 13D

In general, investors who acquire more than 5% of a class of equity securities registered under the 1934 Act for the purpose of changing or influencing control of the Issuer, and Other Passive Investors who acquire more than 20% of a class of registered securities for any purpose, must file a Schedule 13D within 10 days of the transaction resulting in beneficial ownership exceeding the applicable threshold.

Amendments

Amendments to Schedules 13G and Schedule 13D showing ownership changes may be required at specified intervals. The timing of such filings depends on the nature of the investor, purpose of ownership, and percent of registered securities beneficially owned. Further information is available from the Compliance Department.

Form 13F

In general, Section 13(f) of the 1934 Act and the rules adopted to implement it require institutional investment managers with investment discretion over $100 million or more in equity securities traded on securities exchanges or the National Association of Securities Dealers Automated Quotation system (NASDAQ) to file quarterly reports with the SEC on Form 13F within 45 days of the end of each calendar quarter.

Form 13H

The Larger Trader Reporting Rule 13h-1 defines a “Large Trader” as a person or entity that exercises investment discretion over one or more accounts and in relation to those accounts, effects transactions in NMS Securities, which in aggregate equals or exceeds (a) 2 million shares or $20 million in a calendar day; or (b) 20 million shares or $200 million in a calendar month.

Large Traders must comply with the Rule’s filing and disclosure requirements. Once a Large Trader files its form 13H, it must make an annual filing within 45 days after the end of each calendar year, and also promptly following the end of a calendar quarter in the event that its current Form 13H filing becomes inaccurate. Each Large Trader must self-identify itself as a Large Trader to each registered broker-dealer effecting transactions on its behalf by providing each with the large trader identification number (LTID) obtained from the SEC and each account to which the LTID applies.

Form PF

Private fund managers that manage at least $150 million in private fund assets, must file Form PF on an annual basis within 120 days after the end of each fiscal year. The information they must provide includes information regarding fund size, leverage, investor types and concentration, liquidity and fund performance. Smaller private fund advisers that manage hedge funds must also provide information about the fund strategy, counterparty credit risk, and use of trading and clearing mechanisms.

Forms CPO-PQR

Private fund advisers that are also registered with the CFTC as either a CPO or CTA can file Form PF to meet certain CFTC reporting requirements, but these private fund advisers will also likely need to file Schedule A of Form CPO-PQR (for CPOs) or Schedule A of Form CTA-PR (for CTAs) with the CFTC.

III. Disclosure of Financial and Disciplinary Information

Under the Advisers Act, certain material financial or disciplinary events affecting a Registered Investment Adviser may need to be disclosed to clients, either in conjunction with the Form ADV or separately. You should immediately contact the Law or Compliance Department if you become aware that Voya IM or an Adviser is or may be involved in any court proceedings, state or federal regulatory proceedings, or self-regulatory organization (e.g., FINRA) proceedings.

IV. Registration with the CFTC and NFA

Voya IM is registered as a Commodity Pool Operator (“CPO”) and Commodity Trading Adviser (“CTA”) in connection with the management of certain private funds engaging in futures and swaps transactions. Pursuant to these registrations, Voya IM is regulated by the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). Voya IM is subject to the disclosure, reporting and recordkeeping requirements of the Commodity Exchange Act (“CEA”) as applicable to level of its respective registrations.

V. Registrations in Foreign Jurisdictions

As part of a global financial services company, the activities of an Adviser or its employees may subject that Adviser and certain employees to the registration requirements of a regulatory body operating outside of the U.S. As such, employees should consult with the Law Department prior to engaging in marketing or sales activity outside of the U.S. on behalf of an Adviser.

VI. State Registrations

Registered Investment Advisers generally must make “Notice Filings” from time to time in those states where the Adviser has a place of business or provides advisory services. However, this requirement varies from state-to-state. Notice filings typically include filing the Form ADV, submitting state filing fees and consenting to service of process. The Registered Investment Advisers may also be required to identify specific “places of business” in each state where the Adviser makes a notice filing. As a state chartered trust company, Voya Trust Company, a limited purpose trust company, is required to maintain its registration with the State of Connecticut.

Investment Adviser Representative (Agent) Registrations(s)

The Advisers Act generally provides that investment adviser representatives who have a place of business in a state may be subject to that state’s requirements. Many states have different definitions and may require among other things that these representatives be:

registered or licensed within the state;

qualified by examination (e.g., a Series 65 or 66) or experience; or

added to Form ADV (Schedule D).

Each Adviser’s state notice filings and investment adviser representative registrations expire so they need to be renewed on a timely basis. Most states renew licenses on a calendar year basis. Some

states renew on an anniversary date or every other year. The Compliance Department will maintain all state notice filings and investment adviser registrations for investment advisory representatives. Accordingly, questions or comments about such filings or registrations should be directed to the Compliance Department.

Individual Registration

Individuals engaging in investment advisory activities on behalf of certain Advisers may be subject to registration and licensing requirements, such as the FINRA Series 7, Series 65 or Series 66. The requirements depend on the activities being conducted and in which state the employee is based. All employees must satisfy any registration and licensing requirements that apply to their activities. Further information is available from the Compliance Department. The Compliance Department maintains a roster of employees holding FINRA licenses and the states, if any, in which they are registered.

UK requirements - approved persons regime and FCA filing and notification requirements

Please refer to the Voya UK Compliance Manual, which details the FCA’s approved persons regime, along with FCA filing and notification requirements, as applicable to Voya Investment Management (UK) Limited.

Section 3 – Account Opening and Maintenance

I. Introduction

In accepting new clients, it is important that adequate documentation be obtained to determine whether the reputation of Voya, Voya IM or an Adviser may be jeopardized as well as to provide adequate legal support and protection for providing advisory services. Moreover, some advisory clients have particular or specific requirements they will look to us to abide by, each of which needs to be fully understood and appreciated.

II. Client Documentation

General Requirements

The products and services of the Advisers will be provided to prospective and existing clients in a manner that secures essential documents. The documents required in a particular situation will depend on the particular product or Account involved. Except where the Voya IM Legal Department has given prior approval, all such documents should be secured prior to opening an Account. A client service representative or other designated individual will be responsible for securing and maintaining all required documentation in a timely manner.

Wrap Fee Programs

In certain circumstances, an Adviser will not have an advisory contract on a client-by-client basis due to the fact that it is a sub-adviser under a wrap fee program. In these circumstances, the Adviser typically will have a “Master Advisory Agreement” or similar agreement with the wrap fee program sponsor which generally covers, among other things: advisory services provided; investment objectives, policies and restrictions; fees; and disclosure to and delivery of brochures to clients.

Limited Partnerships or Similar Investment Vehicles

For certain investment vehicles, such as a limited partnership (“LP”), investors receive and review the LP agreement and/or similar offering documents. For these types of investment vehicles, an executed LP agreement or subscription agreement must be obtained prior to investment. The LP agreement or subscription agreement must be reviewed and approved by the VAAM and such review must be documented. VAAM, as adviser to such investment vehicles, maintains procedures related to the dissemination of materials by its sales staff to prospective investors and clients. Such vehicles may also be offered through affiliated broker-dealers from time to time. Certain Voya IM employees are licensed representatives of Voya IM’s affiliated broker-dealer and are authorized to distribute certain private funds.

Mutual Funds

Investors receive and review a Prospectus (and are entitled to receive a Statement of Additional Information) prior to investment. The marketing and sales of mutual funds requires FINRA and state securities registrations. A copy of certain Voya funds’ prospectuses can be accessed at Certain Voya IM employees are licensed representatives of Voya IM’s affiliated broker-dealer and are authorized to distribute Voya funds.

Stable Value Funds

Voya IM has adopted a Stable Value Operating Policy that sets forth the standards and guidelines that apply to the operation of the stable value business for which Voya Life Insurance and

Annuity Company (“VLIAC”) issues an annuity contract or funding agreement to a contract holder, which provides benefit-responsive liquidity for certain participant-initiated transactions under an employee benefit plan and Voya IM, or its affiliate, provides investment management services for all or a portfolio of assets covered by the stable value contract.

VLIAC and Voya IM are subject to various state and federal laws and regulations with respect to the stable value business. In order to ensure that VLIAC and Voya IM comply with such laws and regulations, employees of VLIAC and Voya IM that support the stable value business, as identified in the Policy (see Appendix 15), are required to adhere to this Policy at all times. Such employees are required to provide periodic certifications that they have read and complied with the provisions of the Policy.

Changes to Documents or Client Relationship

In the event that there is a change to the documents governing an Account or a client requests a change in the way the Account is managed, these changes may need to be approved in advance by the applicable portfolio manager and the Compliance Department. Changes to client guidelines must be in writing and maintained by Compliance.

III. Providing Clients with the “Brochure”

Each Registered Investment Adviser must provide all clients and prospective clients (other than prospective clients seeking to invest in a mutual fund) with a written disclosure document--Form ADV, Part 2A (the “brochure”). The main purpose of the brochure is to inform advisory clients of the Firm’s advisory business, fees, practices, conflicts of interest and material affiliations.

Initial Delivery Requirements

The brochure must be delivered to an advisory client or prospective advisory client (i) not less than 48 hours prior to entering into any written or oral investment advisory contract, or (ii) at the time of entering into any such contract, if the advisory client has a right to terminate the contract without penalty within five business days after entering into the contract. Dated copies of disclosure documents given to clients must be retained, along with other evidence establishing which document was distributed to clients on a given date.

Annual Offer to Deliver

Each Registered Investment Adviser must annually deliver the brochure to each advisory client (or offer in writing to deliver it upon written request).

Each year a Registered Investment Adviser must (i) deliver, within 120 days of the end of its fiscal year, to each client a free updated brochure that either includes a summary of material changes or is accompanied by a summary of material changes, or (ii) deliver to each client a summary of material changes that includes an offer to provide a copy of the updated brochure and information on how a client may obtain the brochure. As such, we must update the brochure: (i) each year at the time we file an annual updating amendment; and (ii) promptly whenever any information in the brochure becomes materially inaccurate.

If a client requests the brochure, it must be mailed within seven days. Evidence of this annual offering, and the mailing of requested brochures, must be maintained. Employees looking to deliver the brochure should first consult with the Voya IM Law Department to ensure they are providing the most current form.

Solicitation Arrangements

In most third-party solicitation arrangements, an original, signed and dated acknowledgment of receipt of the Adviser’s brochure and the solicitor’s disclosure document are required to be maintained by the Adviser (See also Section VI, Payment of Referral Fees, below). Employees looking to deliver a brochure pursuant to a solicitation agreement should first consult with the Voya IM Legal Department to ensure they have the most current form.

Wrap Fee Programs

Where a Registered Investment Adviser participates as a sub-adviser under a wrap fee program, the brochure rule requirements (initial delivery and annual offer) may be delegated to an unaffiliated wrap program sponsor. In these programs, the Registered Investment Adviser shall periodically (e.g., quarterly) obtain records from the wrap program sponsor regarding the initial delivery of the Adviser’s brochure and each calendar year shall request a list from the wrap program sponsor demonstrating that the required annual offer of the Adviser’s brochure has been made and confirming to which clients, if any, asked for and received the updated brochure.

IV. Suitability Determination

General

According to the SEC and its staff, an Adviser’s fiduciary duty requires that it recommend only those investments that are suitable for a client, based on the client’s particular circumstances and situation. Each Adviser must obtain sufficient information regarding the client’s circumstances to be able to determine whether particular investments are suitable. In many situations, particularly those involving individuals or retail investors, this may require that the Adviser obtain relevant information about the client’s investment objectives, financial position, and ability to accept risk, and other assets and investments.

Institutional Clients

For institutional clients, suitability obligations are generally considered met if the Adviser determines that the institution can evaluate risk independent of the Adviser and is exercising independent judgment in deciding to invest.

Wrap Fee Programs

Generally, initial suitability determinations are the responsibility of the wrap fee program sponsor. However, an Adviser to a wrap fee client must consider reasonable restrictions imposed by the client on the management of its Account.

Mutual Funds

For mutual fund clients, the suitability determinations are the responsibility of the broker-dealer making the recommendation to purchase fund shares to the prospect or client. The registered representative making a recommendation to purchase or sell (including exchanges) mutual fund shares to an institutional client (i.e. non-natural person with more than $10 million in investable assets) should consider, among other things, the customer’s capability to evaluate investment risk independently and the extent to which the customer is exercising independent judgment in evaluating the recommendation. Where there are reasonable grounds for concluding that the institutional customer is making independent investment decisions and is capable of independently evaluating investment risk, then the obligation to determine that a recommendation is suitable for a particular institutional customer is fulfilled. Where a customer has delegated decision-making authority to an agent, such as an

investment advisor or a consultant, this evaluation should be applied to the agent.

A determination of capability to evaluate investment risk independently will depend on an examination of the customer’s capability to make its own investment decisions, including the resources available to the customer to make informed decisions. Relevant considerations could include the:

Use of one or more consultants;

General level of experience of the institutional customer in financial markets and specific experience with the type of instruments under consideration;

Customer’s ability to understand the economic features of the strategy involved;

Customer’s ability to independently evaluate how market developments would affect the strategy; and

Complexity of the strategy involved.

Specialized Strategies

Some Advisers advise specialized vehicles designed for sophisticated clients. In these cases, client suitability is determined by reference to the investment policy and/or investment guidelines as stated in each partnership agreement, offering memorandum, prospectus, pooled fund subscription agreement or other appropriate offering document. Employees are responsible for determining the suitability of the various investment vehicles for each prospect or client. To the extent that any issues or uncertainties arise as to the issue of suitability, a compliance officer should be consulted immediately.

UK requirements – FCA client categorisation and suitability requirements

Please refer to the Voya UK Compliance Manual for the application of the FCA’s client categorisation and suitability rules to Voya Investment Management (UK) Limited.

V. Anti-Money Laundering

Voya IM and its senior management are firmly committed to supporting all laws and regulations designed to combat money laundering and financial crime. Voya has adopted an Anti-Money Laundering Framework in an effort to protect the organization against money laundering and terrorist financing. Certain investment advisers are subject to anti-money laundering requirements under the USA Patriot Act and Voya IM has adopted the anti-money laundering procedures set forth in Section 4 of this Manual.

New accounts must be checked against various lists, including those disseminated by the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) to ensure that an Adviser is not dealing with specially designated nationals, other persons or countries that are subject to sanctions or other persons on a company watch or restricted list (contact the Voya IM Compliance Department for further information). Employees must carefully consider applicable anti-money laundering requirements when opening accounts. Thereafter, clients should be periodically checked against various lists. Any questions must be addressed to the Firm’s Money Laundering Reporting Officer (the “MLRO”), listed on the Contacts page of this Manual, above, or any member of the Compliance Department.

VI. Advisory Fees

General

In most cases, an Account’s advisory fees are based on the level of assets in the Account. However, as noted below, in a number of situations, performance fees or incentive fees may be permissible. Certain accounts managed by Voya IM contain Most Favored Nations (“MFN”) clauses. A MFN provision states that the investment manager represents the fee the client is paying is the lowest fee the manager offers to similarly situated clients. Any new client that will receive a fee lower than the published fee schedule is compared against existing MFN clients in order to maintain the MFN client’s lowest fee clause. Any Account seeking a MFN provision must be pre-approved by the Legal Department.

In all cases, clients must receive full disclosure regarding advisory and other fees.

Performance Fees

Section 205(a)(1) of the Advisers Act generally prohibits a registered Adviser from receiving a "performance fee" – i.e., a fee based on a share of the capital gains and appreciation of a client's funds. As such, every performance fee structure must be approved by Senior Management prior to use in an RFP bid or a finals presentation and any advisory contract containing performance fees must be approved by the Law Department prior to execution and/or the effective date of the agreement. A contingency fee (e.g., a fee that is contingent upon some level of performance) would generally be viewed by the SEC as a performance fee.

However, the following types of performance fees are permitted:

1) Fulcrum Fees

An Adviser to a registered investment company (mutual fund) and certain other entities with assets in excess of $1 million may impose an arrangement that provides for a fee averaged over a specified period of time that increases or decreases proportionately with the investment performance of the client’s Account in relation to the investment record of an appropriate securities index (e.g., the S&P 500 Index).

2) “Qualified Purchaser” Private Investment Company

An advisory contract with a private investment company relying on the exception in Section 3(c)(7) of the 1940 Act -i.e., a private investment company selling its securities only to “qualified purchasers” and not making a public offering – may include a performance fee. “Qualified purchasers” include certain investors who have a prescribed net worth or level of sophistication.

3) Foreign Persons

Performance fees may be included in advisory contracts with persons who are not residents of the United States.

4) Sophisticated Clients: Rule 205-3

The Advisers Act also permits performance fee arrangements with certain “qualified” clients:

ERISA Plans

In general, performance fee arrangements are permitted for ERISA Accounts

(including Accounts holding “plan assets”) if the following conditions are met:

Investments generally are limited to securities with readily available market quotations and any portion of investments in securities without readily available market quotations are valued by independent third parties;

The compensation formula takes into account both realized and unrealized gains and losses and income during a pre-established valuation period;

The Adviser is registered under the Advisers Act and the arrangements are in compliance with Rule 205-3 under the Advisers Act; and

The Accounts are substantial in size.

ii.

b) “Qualified Clients”

An Adviser can rely on Rule 205-3 only if the performance fee arrangement is with “qualified” clients. Qualified clients generally include:

Natural persons or companies that have at least 1,000,000 under management with the Adviser immediately after entering into the contract;

Natural persons or companies that the Adviser reasonably believes either have a net worth together, in the case of a natural person, with assets held jointly with a spouse of more than 2,100,000 at the time the advisory contract is entered or are “qualified purchasers” under the 1940 Act; or

Natural persons who immediately before entering the advisory contract are either executive officers, directors, trustees, general partners (or serve in similar capacities) of the Adviser or employees of the Adviser who in their regular functions have participated in the Adviser’s or another company’s investment activities for at least 12 months.

VII. Payment of Referral Fees

In certain situations, an Adviser may want to pay referral fees or similar cash compensation to persons who solicit advisory clients. These arrangements are permissible only if certain conditions are met. No solicitation arrangement may be entered into without the prior approval of the Voya IM Legal Department.

Where an Adviser pays referral fees, the terms of the arrangement should be set forth in writing.

A. State Requirements

An Adviser should notify any solicitor of those states in which the solicitor may solicit clients for the Adviser's services. In many states, individual solicitors may be required to register as investment adviser representatives of the Adviser for whom they are soliciting.

Section 4 – Money Laundering

I. Introduction

Money laundering generally encompasses dealing in the proceeds of a crime, dealing in funds to facilitate a crime, or concealing the source of illegally obtained money by subsequent transfers so that it appears to have originated from a legitimate source. Money laundering is not limited to cash transactions where “dirty money” is exchanged for “clean money,” but may occur in cash or non-cash transactions.

Money laundering is illegal under governmental regulations in numerous jurisdictions around the world and is inconsistent with Voya IM’s commitment to stewardship and service, which is designed to have the Firm and each employee operate with the highest standards of professional and personal conduct. Persons or institutions that violate money laundering laws and regulations can be punished by severe criminal and civil penalties, including imprisonment, fines, and seizure of individual or institutional assets.

Voya Trust operates subject to the Bank Secrecy Act (see Appendix 13), as amended by the USA Patriot Act, and regulations promulgated thereunder, OFAC Regulations and relevant Executive Orders and any other applicable laws. Protecting Voya IM from being exploited by money laundering is the responsibility of every employee. If you have any questions, please contact the MLRO (listed on the Contacts page of this Manual, above) or any member of the Compliance Department.

II.

Detection, Prevention, and Reporting of Money Laundering

It is the policy of Voya IM neither to participate nor otherwise to assist in money laundering. Any employee found to have assisted in money laundering, either knowingly or by disregarding plainly suspicious circumstances, may be subject to disciplinary action, including suspension or dismissal.

The following procedures have been established to ensure that employees know the true identity of their customers and take the appropriate steps to prevent funds that derive from illegitimate sources from being invested through Voya IM or the Advisers. Employees may not enter into a transaction if they suspect that Voya IM’s or the Advisers’ facilities would thereby be misused for illegal money laundering.

Supplemental procedures may be adopted by affiliated international offices to address particular issues that arise in those areas or under local money laundering laws and regulations. Employees, who conduct business in another office, even for a brief period, should familiarize themselves with any supplemental procedures and training requirements.

A. No Cash or Cash Equivalent Bearer Instruments

Money laundering often involves the placement of illegal cash proceeds into legitimate financial channels. To deter and monitor the movement of illegally obtained cash, many jurisdictions have instituted reporting and recordkeeping laws that require financial institutions to obtain detailed information about large cash transactions. These laws also prohibit the structuring of cash transactions for the purpose of evading reporting and recordkeeping requirements.

Each Advisor prohibits cash and cash equivalent transactions except where there has been prior written approval by the Compliance Department. This policy prohibits customer transactions not only in cash but also in bearer instruments (such as money orders, cashier’s checks and traveler’s

checks). Any Account cleared for cash or cash equivalent transactions should be closely monitored and may be subject to supplemental reporting and record keeping requirements.

B. Client Due Diligence - “Know Your Customer”

The best defence against money laundering is to know our clients and to document our efforts. The best opportunity to safeguard against client-related money laundering arises at the beginning of the client relationship. Before starting a new client relationship, personnel must complete due diligence sufficient to know the client. The due diligence procedures necessary to know a potential client well enough to open an Account may vary, depending on the type of client (e.g., private or public corporation, individual, trust, etc.). At a minimum, before an Account is opened, employees must take reasonable steps to verify and document:

The identity of the client and/or beneficial owner of the Account;

The nature of the client’s and/or beneficial owner’s business;

The source of the client’s and/or beneficial owner’s assets; and

The intended purposes of the client’s and/or beneficial owner’s transactions.

Beneficial Ownership Rule

FinCEN issued the Customer Due Diligence (“CDD”) Rule to amend existing BSA regulations in order to clarify and strengthen customer due diligence requirements for certain financial institutions. The CDD Rule outlines explicit customer due diligence requirements and imposes a new requirement for these financial institutions to identify and verify the identity of beneficial owners of legal entity customers, subject to certain exclusions and exemptions. FinCEN intends that the legal entity customer identify its ultimate beneficial owner or owners and not “nominees” or “straw men.”

The existing four pillars to an effective BSA program are: 1) development of internal policies, procedures, and related controls, 2) designation of a compliance officer, 3) a thorough and ongoing training program, and 4) independent review for compliance. CDD requirements, under the new rule, are now the 5th Pillar of BSA programs.

The date for compliance with the rule is May 11, 2018, and the rule is to be applied prospectively. There are now four mandatory components of CDD:

1) CIP - Customer Identity Procedures will remain as they exist today, but are now incorporated into CDD Programs the “5th pillar” of a required BSA Program.

2) Identity and Certification of Beneficial Owners of Legal Entity Accounts - Covered financial institutions are now required to identity via a certification at the time of account opening, equity and control-based beneficial owners, and verify and record their identity. In order to comply with the requirements, account applications for the trusts will be updated to include a substitute government form that includes customer certification for certain legal entities.

3) Nature and Purpose – Covered financial institutions must have an understanding of the nature and purpose of customer relationships to develop customer risk profiles. The customer risk profile refers to information gathered about a customer to form the baseline against which customer activity is assessed for suspicious transaction reporting. Information relevant to understanding the nature and purpose of the customer relationship may be self-evident and, depending on the facts and circumstances, may include such information as the type of customer, account or service offered, domicile, or principal business, as well as, in the case of existing customers, the customer’s history of activity. The covered financial institution must use this information as part of any investigation for possible filing of a Suspicious Activity Report.

4) Maintenance - Updating of CDD information must be performed on a risk basis. If a Covered Institution is aware of an event in an account, such as a SAR being filed, changes to signatories on an account, currency transaction reports being filed, subpoenas or any other occurrence that affects the customer’s risk; a covered institution must reach out to get more current information from the account owner.

BNYM Mellon Asset Servicing (“BNYM”) intends to offer a CDD Program Service. As part of this service, they intend to offer the following:

Recognition that they have received a new account application for a Legal Entity account;

Validation that there is a control owner identified in the new account application, and that the requisite certification is signed. (The identification of the beneficial owner and the certification are included as portions of the substitute government form that will be incorporated into our clients’ new account application kits.)

If there is no control owner identified for these accounts, or if the certification is not signed for these accounts, BNYM intends to reject the new account

application.

Suspicious activity investigations to include beneficial ownership information.

OFAC searches against the names provided as beneficial owners

D. Ongoing Monitoring

Because money laundering often occurs after an Account has been established, employees must continue to monitor client transactions. The task of safeguarding against money laundering does not end after a new Account is opened. The regular monitoring of all clients--both new and long-standing--includes considering whether Accounts are being used for problematic purposes.

While it is impossible to list all of the transactions or circumstances that, under certain circumstances, might raise suspicions of money laundering, the following questions should be closely considered:

Is the client willing to accept uneconomic terms without apparent reason?

Is the transaction inconsistent with the client’s known legitimate business?

Is the transaction inconsistent with the normal pattern of investments for that type of client?

Is the transaction inconsistent with the Account opening documents?

Has the client requested that the transaction be cleared in a way inconsistent with normal practice?

Has the Account received wire transfers from, or sent wire transfers to, countries that have not previously been associated with the client’s business?

Has the Account received wire transfers from, or sent wire transfers to, unrelated third parties?

Has the Account received wire transfer from, or sent wire transfers to, countries that are bank secrecy haven countries or that have been identified as a money laundering risk?

Has a client used a check drawn upon another client’s Account or requested payment to be made to or from another client’s Account?

In short, employees must familiarize themselves with their clients’ normal trading activities and usual practices in order to recognize anomalous behaviour. Suspicions concerning the source of assets or the nature of a transaction may not be ignored. It is the active responsibility of every employee to seek to ensure that the facilities of Voya IM are not being misused.

E. Consultation and Reporting

All employees must report any suspicious or questionable conduct to the Compliance Department or the MLRO.

Under certain circumstances, Voya IM, an Adviser or its employees may be obligated to report suspicious activity to appropriate governmental authorities (including authorities in multiple jurisdictions if several firm affiliates are involved). Reports of suspicious or questionable activity, as well as responses to inquiries by outside agencies, should be coordinated by the Compliance Department, and employees should generally not deal with governmental agencies directly.

Clients and other third parties may not be informed of the reporting of possible money laundering. Applicable statutes and regulations may prohibit informing a client or other third party that a report is occurring. Accordingly, you may not inform a client or other third party that a report is being or has been made without the prior written approval of the Firm’s MLRO.

UK requirements - anti-money laundering

Voya Investment Management (UK) Limited is obliged to comply with the anti-money laundering legislation and regulations applicable in the UK. The relevant UK requirements have been set out in the UK Compliance Manual for ease of reference by the UK Money Laundering Reporting Officer and the employees of Voya Investment Management (UK).

Section 5 – Electronic Communications

Introduction

It is against Voya Policy to forward Voya work related information to your personal email address or store it on personal devices. It is understood that some employees work remotely; however, all access to Voya work information must be via VPN secured remote access. VPN secured access ensures that Voya work information is kept confidential and protected. Documents sent or received over the Internet or via other electronic means such as e-mail (including tablets and smart phones) are considered electronic communications. Both Incoming and Outgoing electronic communications related to the Firm’s business are subject to the Firm’s overall supervisory-review procedures and are reviewed for content by the Firm using third-party vendor review systems. The Firm is responsible for the content of any computer interactive communications with the public, just as the Firm is responsible for the content of intermediary and institutional communications, sales literature and any other written communication pursuant to the Advisers Act and FINRA Conduct Rule 2210. All correspondence received from and sent to clients and prospective clients, whether in paper or electronic form, is the property of Voya IM and, where applicable, copyright in them remains at law with the employer. Leaving Voya IM (either by way of termination or resignation) does not entitle employees to take with them hard or soft copies of their work which remains the property of Voya IM. The Firm may monitor, copy, access, or disclose any information or files that you store, process or transmit. Therefore, you should have no expectation that your communications, whether internal or outside of the office, are private including incoming and outgoing mail, either in paper or electronic form. Voya IM employees should be mindful that their emails and instant messages may be reviewed at any time, and from time-to-time, in Voya IM’s absolute and sole discretion. At any time Voya IM may require an employee to provide Voya IM with any of their electronic access codes or passwords.

As a reminder, even though the Firm conducts international business and utilizes a number of foreign languages to communicate with clients and prospects, English should be exclusively used in business-related email communications. Certain words describing investment risk, portfolio strategies, compliance and legal terminology do not translate completely accurately in other languages. The use of one language ensures message consistency and comprehension amongst all employees and customers.

II.

Guidelines

Any communications by employees via paper, e-mail, voicemail, or the Internet that may constitute verbal abuse, slander, or defamation or may be considered offensive, harassing, vulgar, discriminatory, obscene, or threatening language are strictly prohibited. Downloading or distributing such communication is also prohibited. Offensive content would include, but not limited to: sexual comments or images, racial slurs, gender-specific comments, sexual orientation or any comments that would offend someone on the basis of his or her age, race, sex, color, religion, national origin, handicap, disability or veteran status. If such communications are discovered during a review, they may be forwarded to a senior manager and/or the Human Resources Department for handling.

III. Social Media

Unless authorized, Voya IM employees are generally prohibited from using social media for business purposes. Social media can be used for personal use outside of the business environment. Generally, employees may not use social media sites for personal purposes on Voya systems and it is expected that the use of such sites will be conducted during non-business hours (unless otherwise

permitted). When using social media for personal purposes, Voya IM employees must follow Voya IM’s Social Media Policy (Appendix 14).

Section 6 – Marketing and Advertising Communications

I. Communications with the Public

Rule 206(4)-1

The SEC has adopted detailed rules under the Advisers Act governing advertising and marketing activities of registered investment advisers. Each Registered Investment Adviser must comply with these rules. For purposes of SEC rules, advertising and sales literature includes any notice, circular, letter or other written communication addressed to more than one person, or any notice or other announcement in any publication or radio or television that offers any report, analysis, graph, chart, or formula concerning securities or to be used in determining what securities to buy or sell, or any other investment advisory service with regard to securities.

Global Investment Performance Standards

The Global Investment Performance Standards (“GIPS”) impose a number of special requirements and conditions that apply to both composite construction and presentation of performance. For any Adviser claiming to be GIPS-compliant, it is extremely important that any advertisements, marketing materials and presentations —even “one-on-one” presentations — actually comport with the requirements, including composite construction and presentation.

The requirements of the GIPS are far too detailed to explain here; additional information can be obtained from the CFA Institute Web site at www.cfainstitute.org. In addition, questions or issues about GIPS can be brought to the Compliance Department or Voya IM’s Composite Committee.

FINRA Standards

NYSE Rule 472 and FINRA Rule 2210 govern communications with the public in any medium. The use of untruthful, misleading or inaccurate statements in any communication is prohibited.

All communications must contain full and fair disclosure of the facts and circumstances associated with, among other things, recommended securities, transactions, and financial services provided by the Firm.

Most importantly, all communications concerning mutual funds business may only be sent by a Series 6 or Series 7 registered representative and all communications concerning hedge funds may only be sent by a Series 7 registered representative.

The Compliance Department maintains the registrar of broker-dealer licenses. Employees who are registered with the Firms’ broker-dealer, Voya Investments Distributor, LLC (“VID”), must be familiar with VID’s Written Supervisory Procedures, a copy of which is available on Voya IM’s intranet site.

Use of Targeted Returns

The use of target returns in marketing or similar materials for private funds is subject to the following policies and procedures.

Establishment of Targets: The investment team responsible for the development or management of a product seeking to show target return(s) for a particular fund must document that there is a reasonable and sound basis for the target.

The target return should be pre-approved by the head of the Firm’s Portfolio Management team managing the private fund.

3) The methodology used and the calculation of the target return should be approved by the Firm’s Performance Management.

Each established target return must have the following documentation when being submitted to Compliance for approval:

Approval from the head of the Portfolio Management team;

Approval from the Performance Management;

The target return, including a benchmark (if used) and the time frame for the target;

The methodology used for the calculation;

Known target returns used by comparable funds or products; and

A sound basis for the target.

Sound basis -In order to have a sound basis, the establishment of a target return should consider the following criteria:

Current capital market assumptions;

Performance of historical data of assets invested in a substantially similar manner;

Back testing of results;

Past performance of the firm;

The performance of similar products;

The performance of benchmarks;

The availability of contractual arrangements to lock in specified returns, etc.; and

Anticipated costs, including estimated transactions costs.

Marketing Materials that include a fund showing target returns must be reviewed by the Portfolio Manager who is responsible for the management of the fund and approved by Compliance on a periodic basis (no later than quarterly) to ensure its continued accuracy.

Once a fund has a track record of one quarter, the marketing piece stating the target return must also include the actual returns for the fund.

Recordkeeping requirements must be met on all supporting documentation by each business involved with the establishment and review of the target return.

Appropriate disclosures and disclaimers must be incorporated in the marketing materials, including the principle that targets may not be relied on in making an investment decision.

II. Pre-Approval of Materials

All marketing and promotional materials used by an Adviser (including information on an internet website) need to be reviewed and approved in writing by the Compliance Department prior to dissemination. Voya IM utilizes the V3 Marketing Review tool for all submissions of material. Material must be submitted to Compliance for review solely through the V3 portal, otherwise the submission will be delayed.

III. Requests for Proposals

Request for Proposals (“RFPs”) are used by consultants and potential clients for purposes of identifying qualified and eligible investment advisers. In order to protect Voya IM’s business and reputation and avoid serious regulatory and client ramifications including sanctions and/or litigation, high ethical standards apply to RFP responses and the answers to RFP questions should be reviewed and verified prior to dissemination. In certain cases, Voya IM’s responses may become an exhibit to, or be otherwise incorporated in, the client’s final contract. In such instances, Voya IM’s responses to the RFP may become legally binding. Additionally, some RFP’s may include a standard form contract which will govern the relationship with Voya IM if the Firm is successful in obtaining the business. In such cases, the agreement must be reviewed by the Law Department prior to Voya IM signing a final business agreement with the investor potential client.

IV. Marketing Outside the United States

Under certain circumstances, investors or institutions outside of the United States may invest in Accounts managed by an Adviser. Employees who are aware of marketing or sales initiatives outside of the U.S. must notify the Law Department so that compliance with applicable laws and regulations can be determined. Employees must also be aware to the fact that local laws and regulations will vary from jurisdiction to jurisdiction and can and will change from time to time. Therefore, employees must consult with the Law and Compliance Department each time a non-US opportunity presents itself.

A. Retail Investors

In general, absent prior approval from the Law and Compliance Departments, no retail investor outside the United States may invest in, or open an, Account.

B. Private Marketing to Institutions and High Net Worth Investors

Depending on the laws of the country where the investor is located, under appropriate conditions an institution or sophisticated high net worth individual may open or invest in an Account. Because the requirements related to marketing are complex, prior to marketing to non-U.S. investors, the Law and Compliance Departments should be consulted.

V. Media Communications

Communications regarding objectives, strategies and expertise through the media can be an effective means of strengthening Voya IM’s commercial position and reputation. However, to avoid ineffective communications and in order to protect the Firm’s business and reputational risk, no employee of Voya IM shall communicate with a member of the media unless they (1) are pre-authorized to engage with the media on a regular basis or (2) received prior authorization from their manager or department head.

Employees that are preauthorized to participate in interviews are required to fill out and submit the Media Interview Form (a copy of which is set forth on Appendix 2 and which is available on the Firm’s intranet site) to Compliance immediately after the interview. For employees that are not preauthorized to participate in interviews on a regular basis, they are required to submit this form prior to the interview once they have received permission from their manager to do so.

Investment professionals asked to communicate with the media should understand that to the extent they discuss specific investment ideas with the media they will be required to submit the Media Interview Form with as much details as possible. The information on the form will allow Compliance to determine whether or not to restrict or limit trading or other activity in certain securities for a period of time.

UK requirements - financial promotions

Please refer to the Voya UK Compliance Manual for information on the UK financial promotion and promotion of collective investment schemes regimes and their application to Voya Investment Management (UK) Limited.

Section 7 – Employee Trading and Outside Business Activities

I. General Principles

There are numerous restrictions on employees’ personal trading and other activities. These restrictions are set forth both in the Voya Code of Business Conduct and Ethics (a copy of which is available on Voya’s intranet site (Voya 360^o) and the Voya IM Code of Ethics attached as Appendix 3.A.

II. Outside Business Interests and Private Investments

All employees are required to devote their full time and efforts to the business of Voya IM. In addition, no person may make use of either his or her position as an employee or information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the interests of Voya IM.

To assist in ensuring that such conflicts are avoided, an employee must obtain the written approval of the employee’s supervisor and the Compliance Department prior to:

Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family-owned businesses and charitable, non-profit and political organizations.

Serving as a registered representative of any broker-dealer other than VID.

Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies.

Accepting employment of any kind or engaging in any other business outside of Voya IM.

Acting or representing that the employee is acting as agent for Voya IM, an Adviser or any other firm in any investment banking matter or as a consultant or finder.

Forming or participating in any stockholders’ or creditors’ committee that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in becoming actively involved in a proxy contest (see also, Section 8).

Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association other than Voya IM, whether as a fee, commission, bonus or other consideration such as stock, options or warrants other than compensation earned prior to commencement of employment with Voya IM.

Every employee is required to complete a disclosure form on the PTA Compliance site (which can be accessed at https://voya.ptaconnect.com/ and have such form approved by the employee’s supervisor and the Compliance Department prior to serving in any of the capacities or making any of the investments described heretofore. Similarly, each employee is required to maintain the data initially disclosed on such form and notify the Compliance Department (and the employee’s supervisor) in the

event of any change to the information provided after initial approval. From time to time, employees may be asked to renew their outside business activity information.

In addition, an employee must advise the Law Department and his or her supervisor if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration that could reasonably relate to the business of Voya IM. Written confirmation of such advice should be obtained from the employee’s supervisor and the Law Department.

III. “Control” Persons of Public Companies

Every employee must disclose to Voya IM if their spouse or any of their parents, siblings or children (“Immediate Family Members”) hold a position as a director or executive officer of any public company. Voya IM may, in its sole discretion, place limitations on an employee’s investment activities in the event an employee’s Immediate Family Member holds a position as a director or executive officer of any public company. Similarly, each employee is required to maintain the data initially disclosed on such form and notify the Compliance Department (and the employee’s supervisor) in the event of any change after initial approval.

From time to time, an employee of Voya IM may be offered a position as an executive officer or director of a publicly traded company which, if accepted, would subject the employee to requirements arising under Section 16 of the 1934 Act (“Section 16”). Prior to accepting the position, the employee must receive clearance from the Chief Compliance Officer and a member of the Voya IM senior management team. If the employee is permitted to accept the position, the employee will also be subject to the following procedures:

Trades for client accounts or funds over which the employee has sole or shared investment discretion must also comply with the publicly traded company’s policies and procedures. It is the responsibility of the employee to understand and adhere to such company’s reporting requirements.

Appropriate disclosure must be provided to affected clients. The disclosure can be provided via offering documents or other communications sent to affected investors.

In accordance with Voya IM’s policies on confidential information and insider trading, the employee may not, under any circumstances, trade in the company’s securities—whether for personal or client accounts—if the employee is in possession of material, non-public information (see Section 8. II. B., below) regarding the company. Likewise, material, non-public information regarding the company may not be shared with other Voya IM personnel, other than the Voya IM Law or Compliance Department.

IV. Political Activity

While Voya maintains a political action committee, political contributions from Advisers or their respective employees may raise various legal and regulatory issues. Most notably, Rule 206(4)-5 under the Advisers Act prohibits an Adviser from receiving compensation from a government entity for two years if the Adviser or certain employees contributed money to a government official who is in a position to influence the selection of the Adviser to manage a public fund or provide investment advice to a government entity. Also, some states and municipalities may have laws disqualifying an Adviser

from managing assets for various governmental entities if the Adviser or certain of its representatives have made contributions or provided gifts to certain candidates for office. To ensure compliance with these laws and to avoid actual and potential conflicts of interest, Voya IM has adopted the procedures described below, which requires pre-approval by Compliance and the Voya Political Activity Review Committee (“PARC”) of certain political activities. The activities requiring pre-approval and the procedures for obtaining pre-approval are set out below.

Prior to making any personal contribution (whether it be monetary, or event driven, such as hosting a fundraiser) in an individual capacity to an incumbent or candidate, political party committee or political action committee at the state or local level (including a current state or local government employee running for federal office), all employees of Voya IM must submit a request for approval from Compliance and PARC through the PTA Compliance site (which can be accessed at https://voya.ptaconnect.com/ .

All political contributions to a state or local governmental official in an amount equal to or exceeding $150 will also require pre-approval from the employee’s manager.

Personal political activities of employees must be kept separate from employment and any expenses related to these activities may not be charged to an Adviser; personal political contributions will not be reimbursed. Also, employees are not to use Voya IM’s facilities (such as telephones and photocopiers) and may not use working hours for political campaign purposes.

When acting in a volunteer capacity to a candidate running for office at the state or local level, you must obtain pre-approval from Compliance. All requests must be submitted through the PTA Compliance site. For volunteer activity, it is important that your activities cannot be viewed as connected with your position with Voya IM. To the extent that your volunteer activity involves soliciting or fundraising for political contributions, you will also be required to obtain pre-approval from Compliance.

Employees should take extra care when soliciting fellow employees to ensure that the solicitation never gives the appearance of being coercive or otherwise related to their employment.

Employees who seek or are appointed to any government position, federal, state or local, paid or unpaid, must obtain pre-approval from Compliance of such activity to insure compliance with applicable conflict of interest laws. All requests must be submitted through the PTA Compliance site.

Employees may not engage in any lobbying activities on behalf of Voya IM or any affiliated entity without prior approval from Compliance. Please contact the Compliance Department if you are not sure whether your activities would be considered lobbying.

The use of an Adviser’s funds in connection with an election is generally prohibited by law. In order to avoid any allegations of impropriety, it is Voya IM’s

policy that its funds may not be contributed to federal, state or local election campaigns. Any exception to this item, such as requests for company support of political events, political candidates and their campaigns, political parties or political action committees, must be pre-approved by Compliance. All requests must be submitted through the PTA Compliance site which can be accessed at https://voya.ptaconnect.com/ .

Employee participation in the Voya political action committee is strictly voluntary.

Gifts to government officials, including entertainment and meals, are generally prohibited.

State and local laws dealing with campaign fund raising vary from jurisdiction to jurisdiction. Some laws expressly prohibit government officials from contracting, on behalf of their political organizations, with any firm(s) whose employees have made a donation to that official’s political campaign.

Voya IM employees are required to complete a Political Contribution/Activity Certification on a quarterly basis. Please note that Compliance will keep necessary records based on the information gathered, in compliance with SEC Rule 204-2.

Note: all references to employees in Section 7.IV above also apply to an employee’s Immediate Family Members.

Section 8 – Confidential Information and Insider Trading

I. General Policy

Employees of Voya IM may, in the course of their duties, come into possession of confidential information regarding clients and their financial transactions, as well as other material, non-public information concerning clients, a company or trading markets. Voya IM and its employees have ethical and legal responsibilities to protect confidential and proprietary information developed by or entrusted to them. In addition, federal securities laws can impose civil and criminal liability on Voya IM, the Advisers or their employees for advising or engaging in transactions while in possession of material, non-public information. In addition to the guidance below, the Voya IM Code of Ethics (see Appendix 3.A) sets forth certain requirements regarding the handling of sensitive information. In the end, all persons associated with Voya IM must understand that our clients entrust us to act as stewards of their assets and information related thereto, and management will deal swiftly and appropriately with persons Do not live up to the Firm’s stewardship and services principles.

II. Prohibition Against Misuse of Material, Non-Public Information

Federal Securities Laws

Rule 10b-5 under the 1934 Act and other provisions of the federal securities laws make it unlawful for any person to misuse, either directly or indirectly, any material, non-public information. In particular, employees are prohibited from using such information in connection with:

the purchase or sale of securities for their own accounts or for the accounts in which they have a direct or indirect beneficial interest or over which they have the power, directly or indirectly, to make investment decisions;

the solicitation of client orders to purchase or sell securities;

the issuance of research reports, recommendations or comments that could be construed as recommendations; or

the disclosure of such information or any conclusions based thereon to anyone in or outside of Voya IM, except as set forth below.

Likewise, Section 206 of the Advisers Act and other laws (such as ERISA or state statutes) generally make it unlawful for any employee to use for his or her personal benefit information about prospective transactions being considered for client Accounts (i.e., so-called “front running”).

B. “Material, Non-public” Information

Material, non-public information” is any information concerning an issuer of a security that has not been publicly disseminated and which a reasonable investor might consider important in deciding whether to purchase, sell or hold a security. Examples of the types of information concerning an issuer that is likely to be deemed “material” include, but are not limited to the following:

merger or acquisition proposals or agreements, including tender offers;

dividend increases or decreases;

earnings estimates or material changes to previously released earnings
estimates;

significant expansion or curtailment of operations, revenues, borrowings or
products;

offering of a Private Investment in Public Equity Securities (“PIPE”);

major litigation (including bankruptcy);

liquidity problems;

extraordinary management developments; and

pre-marketing of a security offering (“Over The Wall”).

C. Information from “Immediate Family Members” and Others

Employees of Voya IM are prohibited from trading on the basis of material, non-public information. In order to avoid even the appearance of impropriety, absent prior written approval from the Compliance Department, employees may not trade for Accounts or their own accounts in securities of public companies where he or she or an Immediate Family Member of such employee is a director or executive officer, unless the trade has been fully disclosed to and approved by the Compliance Department. Employees must immediately notify the Compliance Department in the event an employee or employee’s Immediate Family Member is a director or executive officer of a public company.

D. Information from Clients or Third Parties (Use of Expert Networks)

Employees of Voya IM are prohibited from trading on the basis of material, non-public information received from any third parties, including clients of an Adviser. Moreover, where clients of an Adviser have access to material non-public information of an issuer as a result of their being a director or officer of a company issuing securities, the Adviser may be restricted from trading securities offered by such company.

Voya IM compensates third parties and/or individuals for research specific to certain industries, issuers and world markets. Included among the third party research providers may be firms that are known as “expert networks.” Employees must pay particular attention to the type of information conveyed by such sources and be aware of the material risks involved while using such sources of information. Voya IM has put in place the following process which must be followed prior to a Portfolio Manager/Research Analyst (“Investment Professional”) meeting or entering in to discussions with a representative of an expert network, whether such meeting or discussion has been arranged.

The expert network must be pre-approved by both the CIO of Equities and Compliance. (Note: an expert network is subject to the same broker approval process as a traditional broker-dealer.)

To the extent the expert network maintains a system to track participation, Compliance must be granted access to that system before any communications between an Investment Professional and a representative of the expert network take place. (Note: failure by the expert network to maintain such a system may

preclude them from being approved.)

An Investment Professional must alert Compliance in advance of a meeting with a person associated with an expert network.

An Investment Professional may not meet with an individual who is currently or has served in the past six months as an officer or director of a Public Company without the prior written consent of both the CIO of Equities and Compliance.

In the event that an Investment Professional believes he/she may have received Material Non Public Information, they must contact Compliance immediately.

E. Additional Restrictions for Senior Loan Employees

Due to the sensitive and confidential information to which employees associated with Voya IM’s Senior Loan team have access, a supplemental policy has been designed to monitor their personal trading and outside business activities. A copy of the supplemental policy is attached as Appendix 3.B.

F. PIPE Activities

Certain investment personnel of Voya IM may be aware that a company is soliciting interest in a Private Investment in Public Equities (“PIPE”) offering. The Firm has established a set of procedures to monitor knowledge of or interest in such offerings (see Appendix 4).

III. Controls on Information

Because material, non-public information may be obtained from time to time in the course of Voya IM’s activities, it is good practice to exercise caution in discussing one’s work with family, friends and colleague’s investment. Discussions in and out of the office should be limited to a “need to know” basis. Care also should be exercised in using, transporting and disposing of written materials, including drafts, notes and computer disks. The following specific procedures designed to prevent the inappropriate dissemination of material, non-public information, which are referred to collectively in the securities industry as “Chinese Wall” or “Ethical Wall” policies, have been adopted. All employees of Voya IM are required to abide by these procedures as a condition of employment.

A. Document Control

Documents that may contain material, non-public or other confidential information (“Confidential Documents”) should be handled and maintained in a manner to ensure they are not disclosed to individuals who do not have a “need to know” such information. In particular:

Confidential Documents must not be left in areas so as to potentially compromise their confidentiality (e.g., Confidential Documents must not be left unattended);

Access to offices in which Confidential Documents are maintained should be restricted; and

Employees should log out of their computers at the end of each day.

Such an approach is consistent with Voya’s Clean Desk Policy, and the Voya Code of Business Conduct and Ethics.

B. Restricted Lists

Voya IM maintains one or more “Restricted Lists,” which include the names of issuers whose securities are the subject of restrictions that, to varying degrees, limit employees’ authority to purchase or sell, or solicit the purchase or sale of such securities (and in certain cases our authority to transact in securities on behalf of a client). Such lists are not published to employees in the normal course of operations

Voya IM employees may be prohibited from trading certain securities of an issuer on a restricted list for Accounts or their own personal accounts.

C. Regulation FD

The SEC has adopted Regulation FD – for "fair disclosure" – to combat selective disclosure in the securities industry. Selective disclosure occurs when issuers release material, non-public information about a company to selected persons, such as securities analysts or institutional investors, before disclosing the information to the general public. The SEC believes that this practice undermines the integrity of the securities markets and reduces investor confidence in the fairness of those markets. Selective disclosure may also create conflicts of interests for securities analysts, who may have an incentive to avoid making negative statements about an issuer for fear of losing their access to selectively disclosed information.

The selective disclosure of material, non-public information to Voya IM or the Advisers may raise difficult and sensitive legal and fiduciary issues, such as insider trading and an Adviser’s fiduciary obligation to act in the best interest of its clients. Improper handling of the information may result in negative consequences for an Adviser and the employee, including legal exposure and negative publicity. Employees are urged to remain sensitive to these issues and are reminded that they have an obligation to report the receipt of material, non-public information to the Legal or Compliance Department.

IV. Creditors’ Committees and Syndicated Loan Activities

Creditors’ Committees

From time to time, an Adviser’s representative may serve on an issuer’s creditors’ committee, or similar group, which provides the Adviser with access to material, non-public information provided that the Legal or Compliance Department approves the proposed activities. The issuer’s securities may be placed on a Restricted List, thereby prohibiting trading in the securities by certain Advisers.

Advisers - other than the Adviser with representatives on the creditors’ committee or similar group may continue to trade in the issuer’s securities, provided appropriate “information blocking” or “Chinese Wall” procedures are implemented. These procedures must be reasonably designed to prevent trading personnel from receiving non-public information from the creditors’ committee (or similar group) personnel.

While the procedures adopted will depend on the specific circumstances, the following procedures will generally apply:

The personnel serving on the creditors’ committee or receiving non-public information should acknowledge that they may receive this type of information and that they are aware of the “Chinese Wall” procedures;

The non-public information will not be shared (except with Legal or Compliance Department personnel);

The personnel serving on the creditors’ committee will not receive any advance information about any trading by an Adviser in the issuer’s securities; and

The Compliance Department will administer the Restricted List to restrict the trading in such issuer’s securities for certain accounts.

B. Syndicated Loan and Similar Activities

As part of its investment activities, an Adviser may from time to time receive confidential information from issuers or their underwriters in connection with evaluating a transaction. In many cases, the Adviser will specifically agree to treat information confidentially, either through a letter or by accepting the confidential information. The Adviser may utilize the confidential information to participate in such transaction. In any event, the Adviser may not purchase or sell other securities of the issuer while in possession of the confidential information nor may the Adviser communicate such information to another Adviser.

V. Restrictions for Private Placement Employees

Certain investment personnel of Voya IM are involved in managing private placement, syndicated loan and other similar investment activities and may have potential for access to information that is particularly confidential and sensitive in its nature. Such employees (“Private Placement Employees”) are subject to the following additional restrictions:

Restrictions

Employees are prohibited from acquiring non-public securities (a private placement) without the prior approval of the Voya IM Compliance Department. If an Employee is granted permission to make such a personal investment, that Employee will not participate in any consideration of whether clients should invest in the same issuer’s public or non-public securities. From time to time Employees who are members of the private placement management team may invest in private placement offerings that may also be portfolio candidates for client accounts. Employees are responsible for knowing which entities are subject to this prohibition, which applies whether or not the securities of the entity are contained in the restricted list. Even if the securities of the entity are not contained in the restricted list, such securities will be deemed to be restricted securities.

Questions about these restrictions or their application should be directed to the Compliance Department, which will maintain a list (the "Private Placement List"), which list will consist of all entities under review by an investment team or in which an Account holds securities issued by entities for which the Firm is in possession of material, non-public information.

Private Placement Employees must immediately inform the Compliance Department:

if they are aware of any material, non-public information concerning any entity which does not appear on the restricted list; or

if they subsequently receive any material, non-public information concerning any entity which does not appear on the restricted list.

Employees should scrupulously comply with the rules and regulation of the markets in which they operate.

Exceptions

The Compliance Department may grant permission to effect a trade in a private
placement loan or investment with approval of an appropriate member of Voya IM’s senior
management. Any exceptions will be documented in writing.

VI. Internal Inquiries or Investigations

The Compliance Department will generally be responsible for maintaining records of any internal inquiries or investigations relating to possible misuse of material, non-public information by Voya IM, an Adviser or their employees. In certain cases, such records may be maintained by the Law Department or the Voya Corporate Special Investigations Unit. At a minimum, an investigation record will include the securities that are the subject of the investigation, the date the inquiry commenced, the identity of the Accounts that were involved, and a summary of the disposition of the inquiry.

If any employee believes that he or she has been provided with inappropriate
access to material, non-public information, whatever the source, the employee should
immediately advise the Compliance Department.

VII. Privacy Policy

As required by the SEC regulations, the Firm has adopted a privacy policy, a copy of which is maintained on the Firm’s intranet site and can be accessed on the Voya IM Sharenet under Legal and Compliance Policies. The current copy of the policy must be provided to certain customers when an Account is opened and annually thereafter (for purposes of privacy regulations, customers are generally defined as natural persons who have a continuing relationship with the financial institution; although an Adviser may choose to provide disclosure to other types of clients).

VIII.

Identity Protection (“Regulation S-ID)

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted rules jointly with the CFTC in April 2013 requiring certain entities regulated by the agencies to adopt programs to detect red flags and implement policies to prevent identity theft.1F² The Voya IM Law and Compliance Teams evaluated whether any of Voya IM’s SEC-regulated entities are required to implement Identity Theft Prevention Programs in accordance with these new rules, Regulation S-ID. After analysis of Regulation S-ID and assessment of the products and services offered by Voya IM and the Advisers it was determined that, at this time, Regulation S-ID does not require Voya IM or the Advisers to develop and implement Red Flag Programs.2F³ The Compliance and Law Departments will periodically reassess whether to implement a Red Flag Program at Voya IM or the Advisers.

IX.

Bad Actors (Rule 506d)

New Rule 506(d) disqualifies securities offerings involving certain covered persons who are “felons and other ‘bad actors” from reliance on Rule 506 of Regulation D. Rule 506 permits sales of an unlimited amount of securities, without registration, to any number of accredited investors and up to 35 non-accredited investors if the conditions of the rule are met. Voya IM and its affiliated advisers offer

private placement funds qualified under Regulation D and accordingly must comply with all of the requirements of Rule 506 exemptions.

An unregistered offering is disqualified from relying on Rule 506 if the issuer and others such as underwriters, placement agents, directors, executive officers, and certain shareholders participating in the offerings have been convicted of, or are subject to court or administrative sanctions for, securities fraud or other violations of specified laws. The rule provides an exemption from disqualification when the fund can show it did not know and, in the exercise of reasonable care, could not have known that a covered person with a disqualifying event participated in the offering.

UK requirements - insider dealing and market abuse

Please refer to the Voya UK Compliance Manual for information on the UK insider dealing and market abuse regime and its application to Voya Investment Management (UK) Limited.

Section 9 – Trading and Brokerage

I. Introduction

In buying and selling securities or investments for accounts, an Adviser owes the highest duty of loyalty and must treat accounts fairly and equitably. As explained more fully below, these obligations include the duty to seek best execution of Account transactions.

II. Best Execution

The SEC has taken the view that an investment adviser at all times owes a fiduciary duty to its clients to obtain best execution of their transactions. In general, to meet its duty of “best execution” each portfolio manager or trader must execute Account transactions so that the total cost or proceeds of each transaction are the most favourable under the circumstances. Where a broker-dealer is used, a portfolio manager or trader may consider the full range of a broker’s services, including among others: the value of research and/or brokerage services provided, execution capabilities, commission rates, financial responsibility, administrative resources, and responsiveness.

In addition, in seeking best execution, a portfolio manager or trader may also use a variety of execution methods, such as “bunching” orders, crossing transactions (where permitted by applicable law and regulation), blocking trades, algorithmic trading, or sending orders to electronic communication networks (“ECNs”), dark pools, or other specialized broker-dealers.

UK requirements - Best execution

The relevant FCA rules on best execution are contained in COBS Chapter 11 Section 2. The rules impose an obligation on Voya Investment Management (UK) Limited to take all reasonable steps to obtain, when providing the service of portfolio management, the best possible result for its clients taking into account the execution factors (see COBS 11.2.32R). This obligation applies in relation to all “financial instruments” as defined in section C of Annex I of the EU Markets in Financial Instruments Directive (“MiFID”).

Voya Investment Management (UK) Limited will only occasionally place orders with another entity for execution of orders relating to financial instruments but, when it does so, it must do so in accordance with its order execution policy. Voya Investment Management (UK) Limited is also required to monitor the effectiveness of its policy and to review the policy at least annually and whenever there is a material change that affects its ability to continue to obtain the best possible result for the execution of its client orders on a consistent basis using the venues included in its execution policy.

III. Approved Broker-Dealers

In seeking to obtain best execution for its clients, Voya IM places orders through a substantial number of broker-dealers. To facilitate the orderly and consistent use of broker-dealers, Voya IM maintains a list of broker-dealers that have been approved for use (“approved list”). On a periodic basis, the performance and execution abilities of broker-dealers should be evaluated. Voya IM has established a Brokerage Committee to monitor, among other things, the approved list of counter-parties, the overall capabilities of such entities and markets used by certain trading desks. Any investment professional of the Firm, asked to vote or recommend a broker-dealer with whom we should transact business, must disclose whether he or she is conflicted in any way, including whether an Immediate Family Member is employed by or associated with that firm. Investment Professionals

must also certify that they have not been asked or taken into consideration the sales of any Voya IM or its affiliates’ products and services by a broker-dealer when evaluating a firm for inclusion on the approved trading list.

IV. Aggregation of Orders

Orders for the same security that are entered by the same trading desk on behalf of multiple accounts may be aggregated, when aggregation is considered to be in the best interest of the Accounts. Conversely, a client’s order may not be aggregated if to do so would violate that client’s advisory contract. Generally, orders for the same security received within a reasonable period of time are aggregated. Subsequent orders for the same security that are entered during the same trading day may be aggregated with any unfilled portions of orders that may be outstanding at that time; orders already filled shall be allocated separately from subsequent orders. Alternatively, an Adviser may follow a trading rotation, provided the rotation is documented and each participating Account receives fair and equitable treatment over time. See Appendix 6 for allocation and aggregation procedures by asset class.

V. Compliance Monitoring

Voya IM maintains more detailed Trade Aggregation and Allocation Policies and Procedures for each asset class (See Appendix 6). Voya IM also maintains a detailed Trade Aggregation and Allocation Policies in connection with SMA or Wrap accounts the Firm manages (see Appendix 6). The Compliance Department shall monitor compliance with the policies and shall report the results to senior management. Any questions related to the policies shall be directed to the Compliance Department.

Exceptions to the policies will be reviewed by the Compliance Department on a regular basis.

VI. Side-by-Side Management

In certain situations, the same portfolio manager(s) responsible for managing one or more hedge funds or offshore funds may also be responsible for managing other Accounts (including mutual funds, managed accounts, performance fee accounts, proprietary accounts and separately managed accounts). Because portfolio managers typically have a greater economic interest in the performance of accounts that generate fees including accounts that pay additional performance fee, hedge funds and offshore funds, there is a potential conflict of interest in managing these types of accounts along with other types of Accounts, particularly where such hedge fund entails a long/short strategy. However, there may also be a number of legitimate reasons (investment strategies, risk parameters, cash flows, liquidity needs) why investment decisions for certain funds are not the same or consistent with the decisions made for other Accounts.

In these situations, it is particularly important that investment decisions be fair and equitable among all Accounts over time. The Portfolio Management Conflict Procedures (see Appendix 7) set forth the steps and procedures to be followed with respect to situations where the same portfolio manager is responsible for managing performance fee, proprietary, institutional, managed, hedge funds and mutual funds. The application and working of these procedures shall be subject to oversight by the Voya IM Conflicts Committee. The Compliance Department will monitor trading in these situations and bring any issues to the attention of the Voya IM Conflicts Committee and/or Voya IM senior management.

VII. Principal Transactions

In general, the Advisers are prohibited from acting as a principal – even “riskless principal” – or a

counterparty in any transaction with an Account without obtaining the client’s prior written consent to each transaction. Client consent may be obtained only after informing the client of all relevant facts about the transaction. For mutual funds, ERISA Accounts and most public pension plans, any type of principal transaction between an Adviser or its affiliates and the Account is forbidden.

VIII. Futures and Commodities

The Advisers may only employ exchange-traded futures or options on futures in their investment strategies if they have determined such instruments are permitted under an Account’s investment guidelines and completed necessary registrations and/or filings with the CFTC. In the event an Adviser or portfolio manager wishes to use these instruments, the Compliance Department should be contacted beforehand as registrations or filings with the CFTC may be required.

IX. Error Correction

As fiduciaries, the Advisers seek fairness to all clients in the execution and allocation of orders. Voya IM understands that on occasion errors will occur in effecting or processing transactions. In such instances, Voya IM will take reasonable measures to protect the interests of clients affected by an error. As a general policy, clients will be made whole for losses incurred which are directly attributable Voya IM’s actions. A copy of the Voya IM Error Correction Policy and Procedures is attached as Appendix 8. Any questions related to this policy should be directed to the Compliance Department.

Soft Dollars and Related Brokerage Issues

A. General Policy

In general, brokerage commissions are client assets and should be used, in accordance with fiduciary principles, for the benefit of clients. In many cases, obtaining research and/or brokerage services through commissions from Accounts can provide benefits to the Accounts and assist in achieving client objectives. These research and brokerage services may be obtained either directly from full-service brokers (so-called “proprietary soft dollars”) or from third-parties. The Advisers will endeavour to obtain “best execution” in all portfolio brokerage arrangements, including those involving “soft dollars.” The 1934 Act establishes a safe harbor that allows an Adviser to use client funds to purchase “brokerage and research services” for their managed accounts under certain circumstances without breaching their fiduciary duties to clients. Fiduciary principles require an Adviser to seek the best execution for client trades, and limit an Adviser from using client assets for their own benefit. Use of client commissions to pay for research and brokerage services presents an Adviser with significant conflicts of interest, and may give incentives to disregard best execution obligations when directing orders to obtain client commission services as well as to trade client securities inappropriately in order to earn credits for client commission services.

Brokerage commissions may be used for the general benefit of all of an Adviser’s Accounts where legally and contractually permissible. The Voya IM Brokerage/Soft Dollar Committee provides oversight and review of commission and brokerage practices.

B. Soft Dollar Procedures

Where appropriate and possible, soft dollar arrangements will be structured to come within the “safe harbor” afforded by Section 28(e) of the 1934 Act. Section 28(e) generally provides a safe harbor to investment managers who use commission dollars of their advised Accounts to obtain investment research and brokerage services. Section 28(e) provides that a person who exercises

investment discretion with respect to an Account shall not be deemed to have acted unlawfully or to have breached a fiduciary duty under state or federal law solely by reason of having caused an Account to pay more to a broker-dealer than the lowest available commission if that person determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the broker-dealer. The standard for determining if brokerage and research services are within the confines of the safe harbor is whether the product or service “provides lawful and appropriate assistance to the money manager in the performance of his investment decision-making responsibilities”. To obtain a new research or brokerage service through brokerage commission, a Soft Dollar Research/Brokerage Service Request, attached as Appendix 9A, must be submitted to the Compliance Department for approval in advance.

At times, Voya IM may execute transactions with one broker-dealer and obtain research and brokerage services from another broker-dealer through arrangements known as Commission Sharing Agreements (“CSA”) or Client Commission Arrangements. To obtain a new research or brokerage service through a CSA, a CSA Service Request Form, attached as Appendix 9B, must be submitted to the Compliance Department for approval in advance via the Compliance 28e SharePoint site.

In order to come within the safe harbor of Section 28(e) and other applicable regulatory requirements, several conditions must be met, including:

1) The services are provided to a person who exercises investment discretion over the Accounts paying soft dollars. As such, brokerage transactions that are directed by an outside party (e.g., the client or plan fiduciary) would not come within the Section 28(e) safe harbor (although they may nonetheless be appropriate if adequately documented).

2) The services are “brokerage and research” services which are defined by Section 28(e) to include any service which:

furnishes advice, either directly or through publications or writings, as to the value of a security, the advisability of investing in, purchasing or selling a security, and the availability of the security or purchasers/sellers of the security;

furnishes analysis and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of Accounts; or

effects securities transactions and performs functions incidental thereto (such as clearance, settlement or custody) or required in connection with the rules of the SEC or a self-regulatory organization.

Research related to the market for securities, such as trade analytics (including analytics available through order management systems) and advice on market color and execution strategies, are eligible for the safe harbor. Market, financial, economic and similar date could be eligible for the safe harbor. Mass-marketing publications are not eligible as research under the safe harbor.

“Brokerage services” within the safe harbor are those products and services that relate to the execution of the trade from the point at which the money manager communicates with the broker-dealer for the purpose of transmitting an order for execution, through the point at which funds or securities are delivered or credited to the advised account.

3) The services are “provided by” a broker. In the case of third-party research, the broker-dealer must arrange for the third-party services on behalf of the Adviser who may participate in the selection of the third-party vendor and may receive the research or services directly from the vendor. The broker, not the Adviser, must be the party obligated to pay the vendor for the services. Section 28(e) does not cover arrangements in which the Adviser alone deals directly with the research vendor and then presents a contract to the broker-dealer as a completed transaction. Likewise, Section 28(e) does not cover a situation where the broker-dealer is merely a conduit for payments from an Adviser to a vendor.

4) The Adviser makes a good faith determination that the value of the brokerage and research services obtained is reasonable in relation to the amount of the commissions paid.

5) When a product or service obtained with commissions has a mixed use (e.g., it serves both a marketing and investment function), the Adviser must make a reasonable allocation of the cost of the product or service according to its use, which allocation must be noted on the Soft Dollar Research/Brokerage Service Request Form. The Adviser must keep adequate books and records concerning allocations so as to enable the Adviser to make the required good faith determination of the reasonableness of commissions in relation to the value of brokerage and research services.

C. Types of Transactions

Section 28(e) generally applies only to securities transactions that are paid for with “commissions” -- i.e., transactions effected on an agency basis. Therefore, Section 28(e) usually does not cover principal transactions, including most fixed-income, over-the-counter, NASDAQ or “riskless principal” transactions. However, certain types of “riskless principal” transactions meeting certain conditions and transparency requirements may be eligible. Questions about receiving soft dollar credits for non-agency or riskless principal trades should be directed to the Compliance Department.

Section 28(e) does not cover futures transactions or transactions in “security futures.”

D. Directed Brokerage

From time to time, a client may direct an Adviser to use a particular broker-dealer to execute securities transactions on behalf of their Account. Directed brokerage arrangements are subject to the Voya IM Directed Brokerage Policy, set forth at Appendix 10. Any instruction or limitation relating to the selection of broker-dealers received from a client must be made in writing, either in the investment advisory agreement or in a separate letter. A form of direction letter is included as part of the Directed Brokerage Policy. All such instructions received from clients shall be approved and retained by the Adviser.

Transactions for certain clients in wrap fee programs may be considered to be directed since, as part of the wrap fee program, the broker-dealer sponsor of the program executes all transactions. In wrap fee programs, the direction may be included in the wrap fee agreement or similar document.

Services, products or other benefits (e.g., expense reimbursement or commission recapture) obtained through directed brokerage arrangements must be allocated only to the Account generating the commissions.

E. Services or Products Outside of Section 28(e)

From time to time, an Adviser may seek to use commissions to obtain a benefit other than research or brokerage services. Examples would include rewarding broker-dealers for client’s referrals or where the Adviser receives a portion of the commissions. These arrangements are not within the Section 28(e) safe harbor and can be done only in very limited circumstances.

In particular, these types of arrangements are absolutely prohibited for mutual funds, ERISA Accounts and most public pension plans. For other Accounts, these types of arrangements require thorough and clear disclosure of the arrangements and the benefits to be received by the Adviser; if possible, the disclosure should appear both in the Adviser’s Form ADV as well as in the appropriate document governing the relationship (e.g., advisory contract or offering document).

F. Disclosure

Any soft dollar or other commission arrangements must be appropriately disclosed. The disclosure should include, among other things, examples of the research services and/or other benefits received by the Adviser (e.g., client referrals). This disclosure generally should appear in the Adviser’s Form ADV as well as in any offering materials, and/or investment advisory contracts.

Section 10 – Proxy Voting

As part of the investment management services provided to clients, the Advisers may be instructed by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners.3F⁴ As a fiduciary, an Adviser has a duty to manage clients’ assets solely in the best interest of the clients and the ability to vote proxies are a client asset. Accordingly, where an Adviser has been instructed to vote proxies, the Adviser has a duty to vote proxies in a manner in which it believes will add value to the client’s investment.

The Advisers have established a Proxy Committee, which periodically reviews, among other things, the Proxy Voting Guidelines (see Appendix 11), as well as analyzing requests made by clients, issuers, or third party firms to evaluate matters to be voted upon by shareholders.

Both ERISA and the Advisers Act impose certain requirements regarding proxy voting, as explained more fully below.

Advisers Act Requirements

Rule 206(4)-6 under the Advisers Act requires advisers to adopt and implement written policies and procedures that are designed to ensure that its clients' proxies are voted in the clients' best interests, to describe these policies and procedures to their clients, and to provide a copy of these procedures to clients upon request. Those procedures should address the use of any independent third party to make recommendations regarding the voting of the proxies of an Adviser's clients if the use of an independent third party is a material part of the Adviser's proxy voting policies. An Adviser that retains a third party to make recommendations regarding how to vote its clients' proxies should take reasonable steps to verify that the third party is in fact independent of the adviser based on all of the relevant facts and circumstances. According to the SEC, a third party generally would be independent of an adviser if that person is free from influence or any incentive to recommend that the proxies should be voted in anyone's interest other than the adviser's clients. Such a person generally could not be an "affiliated person" of the adviser as that term is defined in the Advisers Act, or have any material business, professional, or other relationship with the adviser.

An Adviser should not, however, conclude that it is appropriate to follow the voting recommendations of an independent proxy voting firm without first ascertaining, among other things, whether the proxy voting firm (a) has the capacity and competency to adequately analyze proxy issues, and (b) can make such recommendations in an impartial manner and in the best interests of the Adviser's clients. An Adviser could breach its fiduciary duty of care to its clients by voting its clients' proxies based upon the proxy voting firm's recommendations with respect to an issuer because the proxy voting firm could recommend that the Adviser vote the proxies in the firm's own interests, to further its relationship with the issuer and its business of providing corporate governance advice rather than in the interests of the Adviser’s clients. The proxy voting firm’s relationship with an issue thus may present a conflict of interest that is in addition to any conflict of interest that the Adviser may have.

II.

ERISA Requirements

In Interpretive Bulletin 94-2 (“94-2”), the DOL set forth its positions on proxy voting obligations of fiduciaries. In general, 94-2 reaffirms the DOL’s view that ERISA’s fiduciary obligations of prudence and loyalty require an adviser to vote proxies on issues that affect the value of the plan’s investment. This duty extends to the voting of proxies on shares of foreign corporations. However, the DOL recognizes that the cost of exercising a vote on a particular proxy proposal could exceed any benefit that the plan could expect to gain in voting on the proposal. Therefore, the plan fiduciary has to weigh the costs and benefits of voting on proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent and solely in the interest of the plan’s participants and beneficiaries. Where the plan has provided an adviser with a statement of investment policy, the adviser has an obligation to comply with this statement unless it would be imprudent to do so in a given circumstance.

In addition, 94-2 requires an adviser to retain accurate proxy voting records to enable plan fiduciaries to review the money manager’s voting procedures and votes cast.

Section 11 – Custody of Client Assets

I. General Policy

A. Registered Advisers

Our registered Advisers generally seek to not accept custody or possession of client assets. However, as explained further below Voya IM may be deemed nevertheless to have custody of certain client assets.

The term “custody” is defined broadly under Advisers Act Rule 206(4)-2 (the “Custody Rule”), such that an Adviser may have custody of client assets if it directly or indirectly holds client funds or securities (e.g., stock certificates, stock powers, bonds, etc.), or has any authority to obtain possession of them

An Adviser is also deemed to have custody if a “related person” directly or indirectly holds the client’s funds or securities, or has any authority to obtain possession of them, in connection the Advisor’s advisory services. A related person for these purposes would generally include any of the Voya Financial companies as well as any other person or entity that directly or indirectly controls or is controlled by, or is under common control with, the Adviser.

B. Unregistered Advisers

Although the Custody Rule does not by its terms apply to unregistered Advisers, Voya IM’s general policy is to discourage holding or receiving any client assets.

C. No Receipt of Client Assets

As a matter of policy, personnel should not receive client assets (whether cash, checks made out to the client, or securities). Clients should be instructed to send assets directly to the client’s custodian (or in appropriate cases the transfer agent), with funds generally sent by wire transfer.

II.

Inadvertent Receipt of Client Assets

As a general rule, an Adviser that nevertheless receives client assets (including checks payable to the client), whether from a client or any third party, must return them to the sender within three business days. If the sender is a third party, the sender also should be instructed to send the assets to the client or its custodian. If the sender is the client, it also should be reminded to send assets directly to its custodian.

There are limited circumstances under which the general rule above may not apply and the Adviser may forward (generally within five business days) to the client or its custodian assets inadvertently received from third parties. These circumstances may include, for example, tax refunds from tax authorities, client settlement proceeds from administrators in connection with class action lawsuits and other legal matters, or stock certificates, dividends or evidence of new debt from issuers in connection with class action lawsuits involving bankruptcy or business reorganizations. Please contact Voya IM Legal or Compliance Department for guidance with regard to any requested exceptions to the general rule above.

In addition, if client assets are received, the Adviser should document and preserve appropriate records of what assets were received, as well as whether (and, if so, when) the assets were forwarded to the client (or former client) or its custodian or returned to Third Parties.

III.

Debt of Advisory Fees

In general, a Registered Investment Adviser will be deemed to have custody where it directly debits advisory fees from client Accounts upon presentation of a bill to the custodian of the client's Account.

IV. Hedge Funds and Other Pooled Investment Vehicles

An Adviser to hedge funds or other pooled investment vehicles, such as limited partnerships or limited liability companies, is generally deemed to have custody of the vehicle’s assets, but will be deemed to have complied with certain requirements of the Custody Rule (e.g. surprise audits) if the pooled investment vehicle (i) is audited at least annually; (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to all limited partners (or members or other beneficial owners) within 120 days of the end of its fiscal year, and (iii) upon liquidation distributes its audited financial statements prepared in accordance with generally accepted accounting principles to all limited partners (or members or other beneficial owners) promptly after completion. In the case of hedge funds of funds, this exemption may be relied on by a hedge fund of funds provided it distributes these financial statements within 180 days after the fiscal year-end.

Questions concerning potential custody situations should be directed to the Voya IM Legal or Compliance Department.

Section 12 – Books and Records

Rule 204-2 under the Advisers Act (“Rule 204-2”) identifies certain books and records that must be prepared and retained by registered Advisers. This rule specifies the time periods for which such books and records must be retained (generally ranging from three to six years). Attached as Appendix 12 are schedules that provide guidance as to: (i) the books and records that are required to be maintained; (ii) their primary location; (iii) the persons responsible for their maintenance; (iv) persons to whom copies should be sent; and (v) applicable periods of retention. Understanding that the schedules depicting the books and records requirements can raise particular issues, employees are strongly encouraged to discuss such requirements with a compliance officer. These books and records must be maintained in an easily accessible place within an Adviser’s offices (or readily retrievable from a designated storage facility) for those periods specified.

Rule 204-2 permits an Adviser to maintain records on microfilm, microfiche, or electronic storage media (including a digital storage medium or system), so long as the Adviser has implemented procedures to (i) maintain and preserve the records (reasonably safeguarding them from loss, alteration or destruction; (ii) limit access to properly authorized personnel and the SEC and/or its staff; and (iii) reasonably ensure that any reproduction of a non-electronic original document on electronic media is complete, true and legible. Such records should be established in a read only format and must be arranged and indexed to permit easy location, access and retrieval. In addition, legible, true and complete print-outs and copies of the records must be provided promptly to the SEC and/or its staff upon request along with a means to view and print them.

Employees should consult with the Compliance Department prior to setting up a process to store books and records in an electronic format.

Section 13 - Cybersecurity

Voya Financial’s Commitment to Cybersecurity

As a trusted provider of Retirement Solutions, Investment Management, and Insurance Solutions, Voya is committed to making information security a top priority.

Voya has implemented numerous security measures to safeguard the confidentiality, integrity and availability of customer information, including authentication, monitoring, auditing, and encryption. Security measures have been built into the design, implementation and day-to-day practices of our entire operating environment as a part of our continuing commitment to risk management. These measures are designed and intended to prevent corruption of data, block unknown or unauthorized access to our systems and information, and provide reasonable protection of the customer information we possess.

Our operating environment is regularly audited by nationally recognized accounting and security firms that provide independent evaluations of our key security controls.

In addition, Voya’s team of cybersecurity professionals works to prevent, detect, and mitigate threats to our environment, including:

Utilizing an industry leading security event monitoring platform

Offering near real-time security event monitoring to secure information and ensure that only authorized access to customer accounts is permitted

Maintaining redundant security operations centers

Subscribing to industry and government intelligence services for comprehensive threat monitoring

Developing proactive relationships with law enforcement agencies and cyber security firms for intelligence sharing and rapid incident response

Conducting regular cyber-attack scenarios to prepare for making appropriate decisions quickly in the event of a real event

Maintaining a Cybersecurity Playbook to guide a comprehensive response to any potential cybersecurity incident impacting Voya

Exercising a robust security awareness program to educate Voya employees on potential information security risks

APPENDIX 1:

Voya IM GIFT & ENTERTAINMENT POLICY

(Dated July 1, 2018)

The Voya Investment Management Compliance Manual addresses the acceptance of gifts by employees of Voya Investment Management’s operations (“Voya IM”). This issue is also addressed in the Voya Financial Conflicts of Interest and Gifts & Entertainment Policy, which specifically states, As a general rule, an Employee should not give or accept an inappropriate or significant Gift or Entertainment to/from a third party that has any business dealings with Voya Financial.”

The following provides guidelines related to the giving or acceptance of gifts, entertainment or non-cash compensation by Voya IM employees. (All Voya IM employees who are also FINRA registered representatives are, to the extent they are conducting business on behalf of a Voya IM broker-dealer, also subject to the requirements of the FINRA. (Note: those requirements are described more fully in the appropriate broker-dealer Compliance Manual).

1. Nominal Business Gifts and Business Entertainment

Giving or receiving gifts and gratuities in a business setting may give rise to an appearance of impropriety or raise a potential conflict of interest. As a general rule, while an employee may accept a nominal gift or occasional, normal and customary meals and/or business entertainment, an employee should not accept an inappropriate or significant gift from or participate in inappropriate or excessive entertainment with a third party having business dealings with Voya IM, such as a customer, broker, or vendor.

While “inappropriate” or “significant” may be difficult to define, an employee should not give or accept gifts and should refrain from participating in entertainment that is so excessive, frequent or extensive as to raise any question of impropriety. Ultimately, except for personal gifts explained more fully below, gifts or entertainment must have a clear connection with Voya IM’s business, and are not acceptable if an independent third party might think that the employee would be influenced in conducting business.

Family members (including domestic partners) of employees are not permitted to accept fees, gifts, entertainment, invitations to seminars/conferences, payments or other favors in connection with any business of Voya IM. Any questions should be directed to your supervisor or Compliance Officer, and in the case of FINRA registered representatives conducting business on behalf of a Voya IM broker-dealer, your broker-dealer supervisor.

under an even more stringent restrictions or outright prohibitions with regard to receipt of meals and entertainment. Any Voya employee seeking to entertain a public entity employee should first check with Compliance/Legal to see what, if any, additional restrictions may apply. Compliance and Legal can assist in determining what such restrictions are prior to the gifting or entertaining of such individuals.

Gifts

The following are some guidelines or examples of acceptable, nominal gifts.

An acceptable gift should be of nominal value, but may not exceed a face value of $100 per year, per third party, per year.

Purely personal gifts are permissible. Personal gifts are gifts that serve a personal (not business) purpose, are paid by the giver (not the giver’s employer) and are between close friends or family members (e.g., gifts that are related to commonly recognized personal events, such as births, promotion, wedding or retirement).

Discounts or rebates on merchandise or services that do not exceed those available to arm’s length clients. The final total cost or value of goods or services is subject to a $100 limit per third party, per year.

Advertising or promotional items with a value of not more than $100 per third party, per year.

Business Meals and Entertainment

The following are some guidelines regarding acceptable business meals and entertainment:

Normal, customary and occasional business meals or entertainment where the meal or entertainment takes place in one event and the person providing the entertainment is present. A good test is whether Voya IM would consider such an expense reasonable, if not paid for by a third party. Also, a good rule of thumb is whether an employee can eat, drink or enjoy the entertainment in one sitting.

Business meals and entertainment should be consistent with FINRA guidance and advice. As such, the total value of the event may not exceed $300 per employee, per event, subject to an annual maximum amount of $1,000 per third party. Exceptions to these limits may be granted but must be pre-approved by Compliance and the employee’s MC representative.

Entertainment, such as tickets to sporting events, golf fees, or ski lift tickets, will be evaluated based on the published ticket price. Again, in all cases both the giver and the recipient must be present.

The cost of local transportation does not count towards the $300 per event/$1000 annual limit; provided that the mode of transportation must be reasonable. Any travel and lodging related to the event should be paid for by Voya IM subject to the Voya IM Travel and Expenses policies and

procedures

Any exceptions to the above guidelines must be approved by the employee’s manager and MC representative prior to acceptance.

2. Reporting Procedures for Gifts and Entertainment

Except as described below, all employees are required to report Gift and Entertainment received by using the Voya IM Gift and Entertainment System, which can be found on ShareNet http://giftandentertainment/.

The following are a few important guidelines that must be followed when reporting items in the Voya IM Gift and Entertainment System:

There are two entry options – one for Gift and another for Entertainment. It is important to submit the entry under the correct heading as it is monitored on an aggregate level under each heading for the employee.

Entertainment business meals or lunches do not require entry into the system as long as the estimated value does not exceed $25 per person.

For all Entertainment entries, each employee must report his or her own entry. It is no longer acceptable for one employee to report an entertainment event for as all entries are monitored on an aggregate level for each employee.

All employees should provide a clear and concise description for all reported items.

All employees must affirm no less frequently than annually that they are aware of the provisions of this Policy and have complied with this Policy during such time. Voya IM Compliance will monitor adherence with this Policy. Any employee who is found to have violated this policy is subject to sanctions, including but not limited to suspension, fine, or dismissal.

APPENDIX 2:

MEDIA INTERVIEW FORM

July 1, 2018

MEDIA INTERVIEW FORM

Please send this form to MediaRevewCompliance@voya.com


Portfolio Manager or Analyst’s Name
Publication/Name of Interviewer
Date of Submission Date of Interview
Voya Products/Strategies to be discussed.
Underlying investments/securities to be discussed
Do you own the investments/securities in a personal or client account?
Have you purchased or sold the security within the last seven days for a personal or client account?
List the informational materials provided to the publication
Provide a detailed explanation of what will be discussed and/or provide a copy of the article and/or transcripts.

NOTE: The mentioning of any security pursuant to this form may restrict trading in that name for a period of time following the date of publication or communication. Please consider what impact on client portfolios the mentioning of security names may have prior to submitting this form to the Voya IM Compliance Department.

NOTE: If the subject matter discussed changes significantly where this form is no longer accurate please notify the Voya IM Compliance Department then complete and submit an updated form immediately.

APPENDIX 3.A.

CODE OF ETHICS

Amended July 1, 2018

Code of Ethics

Voya Financial, Inc.

Voya Investment Management, LLC

Voya Investments, LLC
Voya Investment Management Co. LLC
Directed Services LLC
Voya Investment Management (UK) Limited

Voya Alternative Asset Management LLC
Pomona Investment Management, LLC
Voya Investments Distributor, LLC

Voya Realty Group, LLC
Voya Investment Trust Co.

Voya Investment Management (UK) Limited
Voya funds

A. Adoption of Code of Ethics

This Code of Ethics (the “Code”) has been adopted by each of the registered investment companies advised by Voya Investments LLC (or an affiliate) and operating under the Voya funds umbrella (the “Voya funds”) and by each of the following Voya Entities (collectively, referred to as “Voya Entities”):

Voya Investment Management LLC
Voya Investments LLC
Voya Investment Management Co. LLC
Directed Services LLC
Voya Alternative Asset Management LLC
Pomona Investment Management, LLC
Voya Investments Distributor, LLC
Voya Realty Group, LLC
Voya Investment Trust Co.
Voya Investment Management (UK) Limited

The provisions of the Code are applicable to all directors, trustees, officers and persons employed or appointed by one or more of the Voya Entities as well as their immediate family members living in such designated person’s household (collectively, referred to as “Employees”) unless otherwise noted.

In addition, the Code is applicable to the trustees/directors of each of the Voya funds (the “Voya funds Directors”).

All Employees and the Directors of the Voya funds (collectively, referred to as “Covered Persons”) will be provided with a copy of this Code upon employment with the Voya Entities or appointment and notified when any material amendments are made to the Code.

The Code is not intended to supersede or otherwise replace the Voya Code of Business Conduct and Ethics. All of the policies and guidelines contained in the Voya Code of Business Conduct and Ethics shall remain in full force and effect as to Employees.

Statement of Fiduciary Standards

A fiduciary is a person or organization that manages money or property for another, usually a client, and, as a result, has a legal duty to act in the best interests of that client. This Code is based on the overriding principle that the Employees have a fiduciary duty to clients, including the Voya funds, while the Voya funds’ Directors of the have a fiduciary duty only to the Voya funds. Accordingly, Covered Persons shall conduct their activities in accordance with the following standards:

Clients’ Interests Come First. In the course of fulfilling their duties and responsibilities, Covered Persons must at all times place the interests of the clients (or, in the case of the Voya funds Directors, the Voya funds) first. In particular, Covered Persons shall avoid putting their own personal interests ahead of the interests of a client.

Conflicts of Interest Shall Be Avoided. Covered Persons must avoid any situations involving an actual or potential conflict of interest or possible impropriety with respect to their duties and responsibilities to, in the case of an Employee, a Voya Entity or a client of a Voya Entity or in the case of a Voya funds Director, the Voya funds.

Compromising Situations Shall Be Avoided. Covered Persons shall never take advantage of their position of trust and responsibility. Covered Persons must avoid any situation that might compromise or call into question their exercise of full independent judgment in the best interests of clients.

All activities of Covered Persons shall be guided by, and adhere to, these fiduciary standards. The remainder of this Code sets forth specific rules and procedures that are consistent with these fiduciary standards. However, all activities by Employees are required to conform to these standards regardless of whether the activity is specifically covered in this Code. Any violation of the Code by an Employee may include but not be limited to reprimand, suspension, disgorgement of trading profits and termination of employment.

Duty of Confidentiality

Covered Persons must keep confidential any non-public information regarding Voya, a Voya Entity, a Voya fund, and any client or any entity whose securities they know or should know are under investment review by a portfolio management team acting on behalf of a Voya Entity. Covered Persons have the highest fiduciary obligation not to reveal confidential information of any nature to any party that does not have an explicitly clear and compelling need to know such information.

Covered Persons’ Duty to Comply with Federal Securities Laws

Voya Entities’ activities are governed by the federal securities laws, including the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and the Investment Company Act of 1940, as amended. Covered Persons are expected to adhere to the federal securities laws, whether or not the activity is specifically covered in this Code.

Prohibitions on Insider Trading

Trading on Knowledge of Clients’ Activities. Covered Persons are prohibited from taking advantage of their knowledge of recent or impending research generated by a Voya Entity or securities activities of clients. In particular, Covered Persons are prohibited from trading (purchasing, selling or disposing in any manner, including by gift, directly or indirectly) any security when they have actual knowledge that the security is being purchased or sold, or considered for purchase or sale, on behalf of a client account. This prohibition applies to all securities in which a Covered Person has acquired, or will acquire, "beneficial ownership." For these purposes, a Covered Person is considered to have beneficial ownership in all securities

over which the Covered Person enjoys economic benefits substantially equivalent to ownership (for example, securities held in trust for the person's benefit), regardless of who is the registered owner.

Trading on Knowledge of Material Non-Public Information. All Covered Persons are prohibited from taking personal advantage of their knowledge of material non-public information, particularly buying or selling any security while in the possession of material non-public information about the issuer of the security. The Code also prohibits Covered Persons from communicating to outside parties any material non-public information about any security or the company that issues the security.

(a)

Identifying Material Non-Public Information.

Material Information. Information is material when there is a substantial likelihood that a reasonable investor would consider it important when making investment decisions. Generally, this is information that, if disclosed, would have an effect on the price of a company’s securities.

Material information often relates to a company’s results and operations, including dividend changes, earnings results, changes in previously released estimates, merger or acquisition proposals, major litigation, liquidity problems and management developments. Material information may also relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may also be deemed material.

Unfortunately, there is no simple test to determine when information is material. You are encouraged to direct any questions to the Voya IM Compliance Department.

Non-Public Information. Information is considered public when it has been circulated broadly to investors in the marketplace. Tangible evidence of such circulation is the best indication that the information is public. For example, information can be considered public when it has been made available through a public filing with a regulatory body, or through a mainstream media source such as The Wall Street Journal.

(b) Reporting Material Non-Public Information. Before executing any trade for yourself or a client, you must determine whether you have knowledge of any material non-public information. If you think you might have such knowledge, you must:

Report the information and proposed trade immediately to the Voya IM Compliance Department;

Refrain from trading in the security on behalf of yourself or clients; and

Refrain from communicating the information to anyone outside or inside of the Voya Entities other than the Voya IM Compliance Department.

The Voya IM Compliance Department, in consultation with the Law Department, will

determine whether the information is material and non-public and, if so, what actions need to be taken.

Disciplinary Sanctions. Trading securities while in the possession of material non-public information, or improperly communicating that information, may expose you and the Voya Entities to stringent penalties, including fines, suspensions and imprisonment. Regardless of whether a government inquiry occurs, the Voya Entities view seriously any violations of this Code.

Additional Personal Trading Restrictions

The restrictions of this section apply to all Employees, covered under the personal trading policies and procedures of Voya Investment Management (“Voya IM”), and to accounts over which they have the authority to make investment decisions, for all transactions involving securities.

Pre-Clearance of Securities Transactions. Except for the transactions listed below, approval must be obtained from the Voya IM Compliance Department before entering an order to buy or sell or transfer securities by gift or selling of shares in connection with margin calls. An approval to trade is only valid on the business day it is received (note: such approvals terminate at close of business day on the date such approval is granted). If you receive an approval and do not complete the trade that same day, you must seek pre-clearance to complete the trade the next (or any subsequent) business day. Except as noted below, an approval must be received for every transaction. Pre-clearance approvals for securities traded on a U.S. exchange or in a U.S. market are effective until the close of business on the day that your pre-clearance request has been approved. Pre-clearance approvals for securities traded on a foreign exchange or in a foreign market are effective until the close of business on the business day following approval of your pre-clearance request. If you want to modify your trade request previously submitted in any way (e.g., date of execution or share quantity), you must submit a new pre-clearance request.

The Voya Entities utilize a vendor system to process personal trading. All preclearance requests shall be made via the system, which can be accessed at:https:/voya.ptaconnect.com/

Employees assigned portfolio management or trading responsibility are prohibited from knowingly buying or selling the same security traded in an associated client account for a period of 15 days (7 days prior to the client trade and 7 days after the client trade).

Private Placement investment personnel must obtain pre-clearance to purchase or sell private placements.

Pre-Clearance and Holding Period Requirements for Voya Financial, Inc. securities.

Employees must obtain pre-clearance for transactions involving Voya Financial Inc. securities, including:

Open market purchases and sales;

Gifting or making a charitable contribution of your holdings;

Transactions in Voya Company Stock Fund in the 401k (other than automatic purchases made pursuant to an established payroll-deduction program); or

Sales of Restricted Stock (other than the immediate sales upon vesting of securities).

Employees who wish to transact in Voya securities should consider the following before seeking pre-clearance and transacting:

Voya Securities must be held for a minimum of 60 calendar days from the acquisition date, including the Voya Company Stock Fund in Voya 401K accounts.

Employees are prohibited from shorting any securities issued by Voya.

Employees are prohibited from trading securities issued by Voya during the “Closed Period for Voya Financial Instruments”, including trades in Voya 401k accounts.

Employees are prohibited from automatic rebalancing of the Voya Company Stock Fund in Voya 401k accounts.

Warning: Failure to Pre-Clear will result in sanctions including suspension of personal trading privileges! Be alert that transactions, including rebalances, involving the Voya Company Stock Fund held in your Voya 401k account without pre-clearance will trigger a violation.

Exceptions to Pre-Clearance of Securities Transactions.

Direct obligations of the Government of the United States;

High quality short-term debt instruments, including bankers' acceptances, bank certificates of deposit, commercial paper, money market securities and repurchase agreements;

Shares of open-end funds, including shares held in Voya’s 401(k) plan (as defined in Section G, below);

Transactions in accounts over which an Employee has no direct or indirect control or influence (managed or discretionary accounts);

Transactions under any incentive compensation plan sponsored by the Voya Entities;

Transactions made through an automatic dividend reinvestment plan, automatic payroll deduction or similar program (excluding Self Directed Brokerage Accounts) where the timing of purchases and sales is controlled by someone other than the Employee;

Transactions involving Bitcoins or other cryptocurrencies;

Transactions made through a fully discretionary Robo-Advisor program;

An exercise of pro-rata rights issued by a company to all the holders of a class of its securities;

On any given day, transactions involving 100 shares or less (per account) of common stock issued by companies included in the S&P 500 Index; and

On any given day, transactions involving 100 shares or less (per account) of Exchange-Traded Funds.

While the securities transactions noted above may not need to be pre-cleared, they may need to be held and reported in accordance with the reporting requirements set forth in Section H., below.

Prohibition on Initial Public Offerings and Initial Coin Offerings. Employees are prohibited from acquiring securities in initial public offerings, or initial coin offerings; except for transactions made pursuant to an employee incentive compensation, retention or other program put in place by a Voya Entity.

Restrictions on Private Placements. Employees are prohibited from acquiring non-public securities (a private placement) without the prior approval of the Voya IM Compliance Department. If an Employee is granted approval to make such a personal investment, that Employee will not participate in any consideration of whether clients should invest in the same issuer’s public or non-public securities.

Prohibition on Short-Term Trading Profits. Employees are prohibited from profiting from the purchase and sale, or sale and purchase, of the same (or related) securities or exchange–traded funds as well as shares of Voya open-end funds. Profits made in connection with short-term trades may be subject to disgorgement.

Holding period requirements are as follows:

Shares of securities (including, Voya Company Stock Fund, individual stocks, bonds, closed-end funds, derivatives, etc.) must be held for 60 calendar days from the purchase date.

Shares of exchange-traded funds must be held for 30 calendar days from the purchase date.

Shares of Voya open-end funds (including 401 k transactions other than those involving the Voya Company Stock Fund) must be held for 30 calendar days from the purchase date. Note: The 30 day holding period for shares of Voya open-end mutual funds is measured from the time of the most recent purchase of the shares of the relevant Voya fund.

Prohibition of Short Selling Voya Securities. Employees are prohibited from shorting any securities issued by Voya Financial of its or any majority owned subsidiaries (“Voya Securities”), either directly or indirectly, including the use of derivatives transactions. For avoidance of doubt, this prohibition includes writing a covered call option against Voya Securities.

Prohibition of Trading in Voya Securities during the “Closed Period”. Employees are prohibited from trading Voya Securities, including the Voya Company Stock Fund in Voya’s 401k Plan, during the “Closed Period for Voya’s Financial Instruments” as set forth by Voya Financial. The Voya Closed Periods are set forth on the vendor system utilized to process personal trading requests, which can be accessed at: https://voya.ptaconnect.com/

G. TRANSACTIONS IN VOYA FUND SHARES

The following restrictions and requirements apply to all purchases and sales of shares of open-end funds issued by the Voya funds other than money market and short-term bond funds (“Voya fund Shares”) and all holdings of Voya fund Shares by Covered Persons, including those in which they have a beneficial ownership interest, except as provided below.

These restrictions and requirements do not apply to purchases of Voya fund Shares through (1) an automatic dividend reinvestment plan; or (2) through any other automatic investment plan, automatic payroll deduction plan, or other automatic plan approved by the Voya IM Compliance Department.

Compliance with Prospectus.

All transactions in Voya fund Shares must be in accordance with the policies and procedures set forth in the Prospectus and Statement of Additional Information for the relevant fund, including but not limited to the fund’s policies and procedures relating to short term trading and forward pricing of securities.

Additional Restrictions

Certain Covered Persons may be considered insiders to a closed-end Voya fund. In such cases, these persons will be notified of their status as well as advised of additional restrictions imposed on them and their ability to transact in such Voya closed-end fund.

Solely to facilitate compliance with timely Form 4 and 5 filing requirements with the

Securities and Exchange Commission, all such insiders must submit a written report of any transaction involving a closed-end Voya fund on the trade date of such transaction to the Voya IM Compliance Department.

H. Reporting Requirements

1. Disinterested Directors/Trustees

Voya funds Directors who are not deemed to be “interested persons” (as that term is defined under the Investment Company Act of 1940, as amended (“IC Act”) of a Voya fund, its investment adviser or the adviser’s affiliate (the “Disinterested Directors”) must submit a quarterly report containing the information set forth in paragraph 2, below, only with respect to those transactions for which such person knew or, in the ordinary course of fulfilling his or her official duties as a Disinterested Director, should have known, that during the 15-day period immediately before or after the Disinterested Director’s transaction in securities that are otherwise subject to the reporting requirements described herein, an applicable Voya und had purchased or sold the security at issue or that an investment adviser or sub-adviser for an applicable Voya fund had considered purchasing or selling such security.

Employees

Personal Securities Holdings and Transactions. The requirements of this section apply to all Employees for all holdings and transactions involving securities in which the Employee acquired, or will acquire, beneficial ownership (economic benefits equivalent to ownership, such as securities held in trust for the Employee’s benefit, regardless of who is the registered owner).

However, these reporting requirements do not apply to holdings or transactions involving the following excluded securities:

direct obligations of the Government of the United States;

high quality short-term debt instruments, including bankers' acceptances, bank certificates of deposit, commercial paper, money market securities and repurchase agreements; and

shares of open-end mutual funds that are not managed by the Voya Entities.

Initial Disclosure of Personal Holdings. Employees are required to disclose all their personal securities holdings to the Voya IM Compliance Department within 10 days of commencing employment with a Voya Entity.

Securities Transaction Records. Employees should be aware that the Voya Entities maintain a list of designated broker-dealers with whom Employees may maintain a brokerage account. Employees shall notify the Voya IM Compliance Department if they intend to open, or have opened, a brokerage account. If requested, Employees shall direct their brokers to supply Compliance with duplicate confirmation statements of their securities transactions and copies of all periodic statements for their accounts. Employees must report new authorized brokerage accounts to the Compliance

Department within thirty (30) days of opening the account. Note: Employees may not trade in the new account prior to reporting the account. Any brokerage account opened to facilitate cryptocurrency trading is a reportable account under the Code and must be held with an approved designated broker.

Quarterly Account and Transaction Reports. Employees are required to submit a report listing their securities transactions made during the previous quarter within 30 days of the end of each calendar quarter.

Annual Holdings Report. Employees are required to submit a report listing all securities held as of December 31 of the year reported within 30 days of the end of the calendar year.

Information to be Reported. Employees are required to provide the following information when submitting reports as required by a. through d., above:

i. Initial and Annual Holdings Reports must include the:

title or description and type of security, the exchange ticker symbol or CUSIP number, the number of shares or principal amount of each security;

broker-dealer or bank where accounts are held; and

date the report is submitted.

ii. Quarterly Transaction Reports must include the:

title or description and type of security, the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each security (as well as the interest rate and maturity date, if applicable);

trade date and type of transaction (i.e. buy, sell, open, close, etc.);

price of the security;

broker-dealer or bank account through which the transaction was effected; and

date the report is submitted.

All reports, other than the Initial Disclosure of Personal Holdings, shall be made via the vendor system, which can be accessed at: https://voya.ptaconnect.com/

Employees

Receipt of Gifts or Entertainment. No Employee may receive any gift or entertainment from any one person or entity doing business with the Voya Entities in contravention of the Voya IM Gift & Entertainment Policy. Employees who receive a gift or entertainment from any person or entity that raises potential issues under the Voya IM Gift & Entertainment Policy must immediately contact the Voya IM Compliance Department to determine the proper handling of such gift. Employees should refer to the Voya IM Gift & Entertainment Policy.

Outside Activities. Employees are expected to devote their full business day to the business of the Voya Entities. In addition, no one may make use of their position as an Employee, make use of information acquired during employment, or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the Employee’s personal interests and the interests of the Voya Entities or their clients. All Outside Activities requests shall be submitted via the vendor system the Voya Entities utilize, which can be accessed at https://voya.ptaconnect.com/.

To assist in ensuring that such conflicts are avoided, an Employee must obtain the written approval of the Employee’s supervising manager and the Voya IM Compliance Department prior to an Employee personally:

Forming or participating in any stockholders’ or creditors’ committee (other than on behalf of Voya Entities) that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in making demands for changes in the management or policies of any company, or becoming actively involved in a proxy contest; or

Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies.

In addition, every Employee of the Voya Entities must obtain the written approval of their supervisor and the Voya IM Compliance Department prior to:

Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association, other than the Voya Entities, whether as a fee, commission, bonus or other consideration such as stock, options or warrants;

Accepting a second job of any kind or engaging in any other business outside of the Voya Entities; or

Participating as a plaintiff, defendant or witness in any non-family related litigation or arbitration.

Every Employee is also required to disclose to the Voya IM Compliance Department if any of their immediate family members hold positions as directors or executive officers of any public company. Limitations may be placed on an Employee’s investment activities in the event an Employee’s immediate family member holds such a position.

Similarly, every Employee is required to maintain the data reported in connection with an outside activity and notify the Voya IM Compliance Department in the event of any change to the employee’s outside activity after initial approval.

4. Covered Persons

Certification of Compliance. All Covered Persons are required to certify to the Voya IM Compliance Department annually, or whenever this Code is materially amended, that they have:

read and understand the provisions contained in the Code;

complied with all the requirements of the Code; and

reported all transactional information required by the Code.

I. The Voya Entities’ Duty of Confidentiality

All information submitted by a Covered Person to the Voya IM Compliance Department pursuant to this Code will be treated as confidential information. It may, however, be made available to senior management, governmental and governmental agencies with regulatory authority over the Voya Entities, as well as to the Voya funds Directors, and each of their auditors and legal advisors, as appropriate.

J. Violations of the Code

Employees are required to report any known or suspected violations of the Code to the Voya IM Compliance Department immediately. An Employee who violates this Code or fails to report a violation of the Code may be subject to sanctions. For example, if the same security is purchased or sold on the same day by an Employee, the Employee following a violation, may be required to disgorge profits to charity. In addition, any Employee that violates the Code’s pre-clearance or transaction reporting provisions may also be suspended from further trading for a period.

K. Exceptions to the Code

Exceptions to the Code will only be made under extraordinary circumstances. No exception may be granted for those sections of the Code that are mandated by regulation.

Exceptions may be made only upon prior request, and no exception will be granted subsequent to a violation of the Code. To be granted an exception to the Code, a written request regarding the nature of the exception must be made and submitted to Voya IM’s Chief Compliance Officer and approved by her or him and a member of Voya IM’s Management Committee. Exceptions to the Code shall be reported as applicable to the Chief Compliance Officer of the Voya funds and the Voya funds Directors.

APPENDIX 3.B.

SENIOR LOAN SUPPLEMENTAL CODE OF ETHICS

(July 1, 2018)

SENIOR LOAN

SUPPLEMENTAL CODE OF ETHICS

Scope

This Supplemental Code of Ethics (this “Supplemental Code”) has been adopted by the Voya Senior Loan Group (the “Group”) of Voya Investment Management (“Voya IM”) and applies to all Voya IM personnel either employed within the and persons within Voya IM who have routine access to the trading system utilized by the Group in order to monitor Group trading activity (a “Covered Person”).

Relation to Other Voya IM Policies

This Supplemental Code is intended to supplement existing Voya IM policies. If any aspect of this Supplemental Code conflicts with any other Voya IM policy (as now or hereafter in effect), the provisions of such other policy shall control.

Responsibilities

Each Covered Person must read this Supplemental Code and comply with its terms.

Personal Trading

In General

Covered Persons may not purchase, sell or own any equity or debt interest issued by any entity (or any of such entity’s affiliates) if the Group is in possession of any current non-public information about such entity or any of its affiliates. For the purposes of this Policy, the Group is deemed to be in possession of current non-public information about an entity if:


	a.	any portfolio managed by the Group is currently invested in any issuance
		from such company or any of its affiliates
	b.	any portfolio managed by the Group was invested in any issuance from such
		company or any of its affiliates within the most recent six months
	c.	the Group received any non-public information, such as but not limited to a
		“bank book” or other solicitation to invest in an issuance by such entity or any of its affiliates, within the most recent six months.

Pre-clearance

All proposed personal securities transactions by Covered Persons will be checked against the Group’s records to prevent any violations of the above restriction. For all trades, including S&P Small Lot Transactions (see below), Covered Persons must obtain preclearance as a part of Voya IM’s normal pre-clearance procedure for personal securities transactions using the Protegent system (or any successor thereto). The required preclearance against the Group’s records will occur as part of the Voya IM approval process, i.e., Covered Person does not need to take any additional action in this regard.

S&P 500 Small Lot Transactions

Voya IM employees are not required to seek pre-clearance approval on daily transactions involving small lots (100 shares or less) of the common stock of companies in the S&P 500 (an “S&P Small Lot Transaction”). This exception to Voya IM’s general rule that all securities transactions must receive pre-clearance does not supersede the Group’s policy stated above prohibiting transactions in debt or equity securities of companies about which the Group is in possession of current material non-public information. Therefore, before undertaking an S&P Small Lot Transaction, Covered Persons must obtain pre-clearance. The pre-clearance procedure for S&P Small Lot Transactions is the same as the normal Voya IM pre-clearance procedure using the Protegent system.

Involving Relatives, Friends and Personal Business Associates in Voya IM Business Matters

In the course of acting on behalf of and in the best interests of Voya IM and its customers, occasions may arise where a Covered Person has a personal relationship4F⁵with a person or entity that could provide services for compensation to Voya IM, a customer of Voya IM or an entity in whose loans or securities an Voya IM managed portfolio has invested. If a Covered Person believes that such a situation exists, the Covered Person may not make any contact with such person or entity with regard to such situation, nor may the Covered Person provide any non-public information to such person or entity. Instead, the Covered Person must inform his or her manager and a Group Head of the situation and, if requested by a Group Head, provide appropriate contact information.

A Group Head may authorize contact with such person or entity, but any such contact shall be made by a different Covered Person as designated by a Group Head. The Covered Person with the personal relationship shall not have any contact with any such person or entity with regard to the subject matter. In addition, if such a contact is approved, the Covered Person with the personal relationship shall be relieved of any and all responsibility with regard to the subject

matter in so far as it relates to the participation or involvement of such person or entity, or the terms and conditions thereof.

The restriction in this section applies only to situations where there is the expectation that compensation will be paid. It does not apply to situations where advice or services may be provided without compensation or other financial benefit to the person or entity with which the Covered Person has a personal relationship. In all cases, however, the Covered Person may not receive any compensation or other financial benefit.

APPENDIX 4

PIPE TRANSACTIONS PROCEDURES

(Dated July 1, 2018)

Introduction

On occasion Voya Investment Management (“Voya IM”) may enter into Private Investments in Public Equity (“PIPE”) transactions or otherwise receive confidential information regarding them. These procedures are designed to assist Voya IM in complying with applicable laws. Specific issues of concern relate to Regulation FD and the laws related to insider trading and proper use of information (Rule 10b-5 under the Securities Exchange Act of 1934), as well as compliance with laws related to distributions of securities (Section 5 of the Securities Act of 1933). In an effort to comply with these and other laws, the following procedures have been put into effect and will be modified as needed to address potential risks that are associated with PIPE deals.

II.

Non Public Information

Upon acquiring specific knowledge, in writing or orally, of a potential PIPE transaction, any person acquiring such knowledge shall notify Compliance of the pending transaction and the security with which it is associated. Specific knowledge includes, without limitation, commencement of negotiation to participate in the PIPE, being invited to participate in the PIPE or entering into a confidentiality agreement related to the PIPE.

Upon notification of knowledge of the PIPE transaction, Compliance shall place a restriction on the underlying publicly traded security for both investment on behalf of clients and certain employee personal trading accounts. The restriction will be placed in the applicable trading systems with respect to the applicable team(s) and employees and shall apply to purchases, sales and derivative positions.

The restriction on the publicly traded security will be maintained until the completion of participation in the offering (normally the date on which the PIPE transaction is announced) and/or the details of the PIPE transaction have been made public, typically when the issuer puts out a press release.

The restrictions described herein apply regardless of whether Voya IM determines to participate in the PIPE offering.

III. Document Completion

Before completing the requisite Confidentiality Agreement, Subscription Agreement or other applicable documents regarding the PIPE, the documents must be forwarded to the appropriate law department (i.e., Voya IM and/or Voya funds).

IV. Security Processing

Once the Subscription Agreement or other applicable documents have been completed, the private placement security will be classified as restricted and illiquid in the trading/compliance system and marked with such designation.

Upon closing of PIPE transactions, Compliance, the relevant analyst, the relevant traders and operations personnel should be notified of any limitations placed on PIPE shares or other issuer- related securities.

Once the registration for public resale of the private placement security is declared effective by the SEC, the PIPE shares will generally be eligible for resale provided the firm delivers the prospectus (and also provided there is no applicable blackout period as set forth in the agreement to acquire the PIPE security).

APPENDIX 5

PRIVACY POLICIES

Voya IM’s Privacy Policy
Effective Date: July 1, 2018

PRIVAC Y POLICY

We at Voya IM are committed to protecting the privacy of our clients’ confidential information. Keeping your information secure is a top priority for our company. To protect such information from unauthorized access and use, we use various security measures including computer safeguards and secured files and buildings. Your information is used only within Voya IM except as required or permitted by law, including without limitation (a) where we use third parties to administer, service or otherwise maintain your accounts; and (b) for marketing purposes where we think that we or our affiliates may have products or services that may be of interest to you. Various state and federal laws have requirements with regard to the personal information of our clients who are individuals, and the following additional disclosures are addressed to such clients:

Personal Information Privacy Notice

1. What personal information does Voya IM collect?

The types of information we collect and share depend on the product or service you have with us. This information can include social security number, account balance, assets, income, and investment experience. We collect personal information, for example, when you open an account, give us your contact information, seek advice about your investments, or tell us about your investment portfolio. We may also collect your information from others, such as affiliates or other companies.

2. How does Voya IM use my personal information?

We use your personal information for our everyday business purposes, such as to process your transactions, maintain your account(s), respond to court orders and legal investigations. We may also use your information for our marketing purposes in order to offer our products and services to you.

3. Does Voya IM share my personal information with third parties?

All financial companies need to share customers’ personal information to run their everyday business. We can share your personal information as necessary to administer service or otherwise maintain your accounts and as otherwise permitted by law. We can also share information about your transactions and experiences with our affiliates for their everyday business purposes. Except as required or permitted by law, we will not share your information either with our affiliates or with nonaffiliated third parties to market to you unless we have previously notified you of our intent to share and given you an opportunity to limit this sharing.

4. How does Voya IM protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

5. How will changes to this privacy notice and policy be communicated?

This privacy notice is current as of the date of this brochure. We reserve the right to amend this notice at any time, but we will promptly notify you of any changes.

For our individual clients who also do business with our affiliated Voya U.S. businesses, such as the Voya U.S. Insurance companies or Voya funds, please note that these companies have a separate privacy policy which are

distributed by those companies.


FACTS	WHAT DOES VOYA FINANCIAL DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include: § Social Security number and account balance § Assets and transaction or loss history § Investment experience and employment information
How?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Voya chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information		Does Voya share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus		Yes	No
For our marketing purposes – to offer our products and services to you		Yes	No
For joint marketing with other financial companies		No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences		Yes	No
For our affiliates’ everyday business purposes – information about your creditworthiness		No	We don’t share
For our affiliates to market to you		Yes	Yes
For nonaffiliates to market to you		No	No

To limit our sharing	§ Call our toll-free number (855) 685-9519 – our menu will prompt you through your choice(s) Please note: If you are a new customer, we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.

Questions?	Call the telephone number listed on your statements and other correspondence or go to http:/voya.com/contact us


Who we are
Who is providing this notice?		This notice is provided by the companies owned by Voya Financial, Inc. A list of these companies is provided at the end of this notice.

What do we do
How does Voya protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Voya collect my personal information?		We collect your personal information, for example, when you § open an account or give us your contact information § apply for insurance or seek advice about your investments § tell us about your investment or retirement portfolio We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only § sharing for affiliates’ everyday business purposes – information about your creditworthiness § affiliates from using your information to market to you § sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.
What happens when I limit sharing for an account I hold jointly with someone else?		Your choices will apply to everyone on your account.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. § Our affiliates include companies with the Voya name; financial companies such as ReliaStar Life Insurance Company; and nonfinancial companies such as Voya Services Company.
Nonaffiliates	Companies not related by common ownership of control. They can be financial and nonfinancial companies. § Voya does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. § Voya does not jointly market.

Other important information
If you live in California or Vermont, we will obtain your affirmative consent to share your personal information with nonaffiliates who do not currently assist us in servicing your account or conducting our business. If you are a participant in a retirement plan sponsored by your current or former employer, our contact with your plan sponsor may contain additional restrictions on the use or sharing of your personal information.

Voya affiliates
This notice is provided by: Directed Services LLC, Midwestern United Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life Assignment Corp., Security Life of Denver Insurance Company, Voya America Equities Inc., Voya Capital Corporation LLC, Voya Financial Inc., Voya Financial Partners LLC, Voya funds, Voya Funds Services, LLC, Voya Institutional Plan Services LLC, Voya Institutional Trust Company, Voya Insurance and Annuity Company, Voya Investments LLC, Voya Investments Distributor LLC, Voya Retirement Advisors LLC , Voya Retirement Insurance and Annuity Company



*User:* (List name of person who will be using the service)
*Department:*
*Manager’s Name:* (Last Name, First Name)
*Cost Center:* (Department ID)
*Date Requested:*


*Existing Services:* (Fill out this table if Voya already uses requested service)
*Platform:* (This is the platform the service is on – informational purposes only)
*Services:* (List any data feeds that are additional to the Service listed above – (i.e. ,MSCII)
*Estimated Cost:*
	*New Services:* (Fill out this table if the service is not currently used at Voya)
	*Service Name:*
	*Estimated Cost:*
	*Vendor’s Name:* (If known and if different than Service name)
	*Vendor’s Contact information:* (Person, phone number, e--mail address)	*Request Justification:* (Please describe why this service is required for this individual/group, and specify what value it provides to the investment decision process. Use grey box below.)

	Is the amount of commission that will be used to pay for the service reasonable in proportion to the value of the research services?		☐Yes ☐No
	*User understands that the services are being acquired in whole or in part with soft dollar credits and confirms that the firm’s clients benefit from the services received.*		☐ I Understand
	*Approver Information:* (Request and Approver cannot be the same person)
	*Manager* *approval: (Last Name, First Name)*		☐I approve
	*Head Trader* *approval*: (Only needed if service is new to Voya IM)		☐I approve
	*CIO* *approval: (Last Name, First Name)*		☐I approve
	*Compliance* (to be completed by Compliance Only)
	Does the product or service constitute eligible brokerage or research under Section 28(e)? ☐Yes ☐No Research Services Does the product or service provide lawful and appropriate assistance in the performance of his or her investment decision-making responsibilities? ☐Yes ☐No Does it reflect the expression of reasoning or knowledge and relate to securities or the advisability of investing in securities? ☐Yes ☐No Brokerage Services Do the services begin when an order is transmitted to a broker-dealer and end with the clearance and settlement of a trade? ☐Yes ☐No Are the services related to the execution, clearing, and settlement of securities transactions and other incidental functions? ☐Yes ☐No
	Will the service be used/accessed exclusively by 28-e eligible users? If not, provide user count to total users.
	*Compliance representative* *approval: (Last Name, First Name)*		☐I approve % Approved ____
	*Date Approved:*


*Market Data Services - Sourcing*
*Vendor’s Name:* (If known and if different than Service name)
*Vendor’s Contact information:* (Person, phone number, e--mail address)
*Cost (Annual):* (New services only)
*Allocated cost(Annual):* (Existing services only)
*Cancelation terms:*
*FITS updated:*	☐Yes ☐No
*MDS-Sourcing representative* *managing* *process:* (Last Name, First Name)
*Date completed*

Footnotes

Endnotes


*Requestor Information:* (Requestor and Approver cannot be the same person)
The individual that is requesting this CSA shall be responsible for the following: · That the form is completely filled out. · That the research/service being received will benefit their investment decision-making process. · That the form is forwarded to *Compliance*.
*Voya IM investment group* *requesting* *this service:*
*Manager’s Name:* (Last Name, First Name)
*Cost Center:* (Department ID)

*Name of Research Provider(s):*
*Broker Vote Period (if applicable):*
*28(e) Eligible Services being provided:*	☒ Trading Software and Tools ☒ Limited clearance, settlement and short term custody services ☐ Research related to market for securities ☒ Market, financial, economic and similar data ☒ Other (please describe):_________________________


*Approver Information:* (Requestor and Approver cannot be the same person)
*Requestor:* (Last Name, First Name)		☐ I approve
*Compliance representative* *approving* *this request:* (Last Name, First Name)		☐ I approve
*Head Trader* *approving* *this request:*		☐ I approve
*CSA Payment Facilitator* *completing* *this request:*		☐ I approve


Adviser	Primary Location(s)
Voya Investment Management Co. LLC	One Orange Way Windsor, CT 06095 230 Park Avenue, 13th Floor New York, NY 10169 5780 Powers Ferry Road Atlanta, GA 30327 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258
Voya Investment Management LLC	5780 Powers Ferry Road Atlanta, GA 30327
VAAM	230 Park Avenue, 13th Floor New York, NY 10169 5780 Powers Ferry Road Atlanta, GA 30327 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258
Voya Investment Management (UK) Limited	60 London Wall London EC2M 5TQ
Required Documents		Primary Location and Responsible Person (if different from locations and persons noted above)	Period of Retention*
1. Organizational Chart and Personnel Directory			6 Years
2. Documents evidencing registration status of the Adviser with (i) the Securities and Exchange Commission ("SEC"); or (ii) the various states (as applicable)			6 Years
3. Uniform Application for Investment Adviser Registration on Form ADV, as filed with the SEC and the various states			6 Years
4. Annual Amendments of Form ADV, including Schedule I, as filed with the SEC			6 Years
5. Representations or Undertakings Made to the Various States (as applicable)			6 Years
6. A copy of each Part II of Form ADV (or separate Disclosure Document or Brochure) delivered to clients and prospective clients, or offered for delivery to clients, along with a record of the date on which the Adviser’s Brochures were delivered or offered for delivery and a copy of all written acknowledgements of receipt obtained from clients.			6 Years
7. All agreements, and related documents, relating to the conduct by the Adviser of its investment adviser business, including
a. Investment Advisory and Investment Advisory Agreements			6 Years
b. Fee Schedules (if not included in the investment advisory agreements, above)			6 Years
c. Documents (if not included in the investment advisory agreements, above) reflecting the granting to the firm of power of attorney or discretionary authority			6 Years
d. Agreements with Third-Party Broker-Dealers concerning the provision of "soft dollars" to the Adviser, as applicable			6 Years
e. Agreements with affiliates concerning the purchase or sale of research and other services, as applicable			6 Years
f. All other Agreements			6 Years
8. Documents Concerning Brokerage Policies and Affiliations			6 Years
a. List of all broker-dealers affiliated with the Adviser (e.g., Voya Investment Management Services LLC)			6 Years
b. List of all broker-dealers used by the Adviser, along with the sum total of commissions paid to each			6 Years
c. List of broker-dealers providing "soft dollars" to the Adviser (and related documents), as applicable, specifying: (i) the nature of the research or other services provided by each such broker-dealer; (ii) the conditions, if any, imposed by the broker-dealers for the Adviser’s receipt of those services; (iii) the total "hard dollar" cost of such research or other services (if known); and (iv) an indication of whether those research or other services are used to service all of the Adviser's clients or just those whose order flow pays for it			6 Years
9. Documents Concerning Advertising and Sales Literature:
a. Copies of all notices, circulars, advertisements, newspaper articles, investment letters, bulletins, and other communications used to inform or solicit clients			6 Years
b. Copies of all performance figures or performance charts used			6 Years
c. Internal records or documents supporting any statements made in the above			6 Years
10. Documents or Instructions Relating to Client Investment Objectives			6 Years
11. Documents Relating to Third-Party Solicitors, as applicable, including:
a. Cash Solicitation Agreements with Third-Party Solicitors			6 Years
b. Disclosure Statements of Third-Party Solicitors			6 Years
c. List of Third-Part Solicitors with whom the Adviser has contracted			6 Years
d. List of Accounts Obtained by Each Third-Party Solicitor			6 Years
12. Documents Relating to Referrals from Pension Fund Consultants (to the extent not covered above), including (i) List of Pension Fund Consultants who referred Accounts to the Adviser; and (ii) List of Accounts referred by Each Pension Fund Consultant			6 Years
13. Written Policies and Procedures and Related Documents
a. Compliance/Supervisory Procedures that are, or at any time within the last five years have been, in effect and related memoranda			6 Years
b. Policies or procedures, and related memoranda, concerning compliance with the Insider Trading and Securities Fraud Enforcement Act of 1988			6 Years
c. Other policies and procedures and related memoranda			6 Years
14. Internal Guidelines concerning the following matters:			6 Years
a. Investment decisions, including: (i) how investment decisions originate; (ii) how the selection of issues to be purchased or sold is made; (iii) use of approved issuers lists; (iv) investments in repurchase agreements ("repos") and reverse repos; and (v) how transactions are authorized			6 Years
b. Transactions with affiliates			6 Years
c. Proxy voting			6 Years
d. Legal actions potentially affecting client interests (i.e., bankruptcy or class action suits involving issuers of portfolio securities)			6 Years
15. Organizational Books and Records
a. Articles of Incorporation/Partnership Agreement/LLC Agreement.			Indefinitely
b. By-laws			Indefinitely
c. Minute Book			Indefinitely
d. Stock Certificate Books or Ownership Records			Indefinitely
16. Records concerning the Adviser’s associated persons and affiliations, including:
a. List containing the names, addresses and social security numbers (or CRD numbers) of the Adviser's officers, directors, partners, employees, and stockholders (indicating the percentage of ownership of any class of the Adviser's outstanding securities			6 Years
b. List containing the names of all advisory affiliates, indicating the social security number (or CRD number) and the month and year each such person was first employed			6 Years
c. List of all past, present, or prospective partnerships or other arrangements either participated in or formulated by the Adviser or its directors, officers, or employees			6 Years
d. Form of records of every transaction in any security in or which the firm or any advisory representative has a direct or indirect beneficial interest			6 Years
17. Books and Records Concerning Financial Condition
a. Periodic Trial Balance			6 Years
b. Periodic Balance Sheets			6 Years
c. Certified Audited Reports			6 Years
d. List of all loans to the Adviser, including loans from clients (if any), indicating the terms, amounts, dates of such loans, and current balance			6 Years
e. Evidence of Bonding (as required by various states)			6 Years
18. General Books and Records
a. Journals or summary journals ( or any other record of original entity)			6 Years
b. General auxiliary ledgers reflecting assets, liabilities, reserve, capital, income and expense accounts			6 Years
c. Check book, bank statements, cancelled checks, and cash reconciliations			6 Years
d. Bills and statements relating to Adviser’s business			6 Years
19. Documents and Related Records Concerning Advisory Activities, including:
a. Memoranda of orders given by the Adviser, of instructions received from a client concerning the purchase, sale, receipt, or delivery of a particular security, and of any modification or cancellation of any such order or instruction, indicating: (i) the terms and conditions of the order, instruction, modification, or cancellation; (ii) the investment officer who recommended the transaction; (iii) the person who placed such order; (iv) the account for which the order was placed; (v) the date of the order's entry; (vi) the bank or broker-dealer by or through which the order was executed; and (vii) whether the order was entered pursuant discretionary authority			6 Years
b. Custodian Statements (and reconciliations)			6 Years
c. Periodic Statements Sent to Clients			6 Years
d. Confirmations			6 Years
e. Fee Statements			6 Years
f. Client Correspondence			6 Years
g. List or other record of all accounts in which the Adviser is vested with any discretionary power with respect to the funds, securities, or transactions of any client			6 Years
h. Records for each Account securities purchased and sold, setting forth the date, amount, and price of each transaction			6 Years
i. Records for each security in which any client has a current position, setting forth the name of each client and current interest or number of shares owned by each such client			6 Years
j. Records and/or forms evidencing trade errors and their resolution			6 years
20. Records in Connection with Custody or Possession of Client Funds or Securities, as applicable, including:
a. Copy of the custody and possession agreement			6 Years
b. List of all custodians and depositories to be used for clients' funds and securities, if applicable			6 Years
c. Form of statements to be sent to clients, setting forth the funds and securities of each client held by the firm; in the case of private investment vehicles, copies of audited financial statements provided to investors			6 Years
d. Form of records for each security in which any client may have a position reflecting the name of the client, the amount of his or her interest, and the location of the security			6 Years
21. Correspondence File (including Privacy Notices if separate from Form ADV)			6 Years
22. Client Complaint File			6 Years
23. Reports Filed Under the Securities Exchange Act of 1934:
a. Schedule 13Ds			6 years
b. Schedule 13Gs			6 years
c. Form 13Fs			6 years
24. List of all prior, present, or potential litigation in which the Adviser or its officers, directors, or employees has been or is presently a party, or is aware of possibly being named as a party, which relates in any way to the business of the Adviser			7 years
25. Copies of all correspondence with the SEC or appropriate state or foreign regulatory authorities concerning the Adviser's business, including no-action letters			6 years
26. Records in Connection with Proxy Voting, including:
a. Proxy Voting Policies			6 years
b. Records of each proxy vote cast on behalf of a client (these records can be maintained by a third party proxy voting service)			6 years
c. Any document generated that was material to a proxy voting decision			6 years
d. Each client request for information on how an Adviser voted proxies for a client and a copy of the Adviser’s response			6 years
27. Records in Connection with Payments to Labor Organizations, Union Officials, and Related Trusts
a. Form LM-10 filed with Department of Labor			6 years
b. Information and data to verify the accuracy and completeness of the report (e.g., vouchers, worksheets, receipts)			6 years
28. Records in Connection with Political Contributions and Payments to Placement Agents and Solicitors.
a. A list of all advisory clients that are Government Entities including those invested in a Covered Investment Pool in the past five years			6 years
b. Names and business address of each placement agent and solicitor retained by the Adviser to solicit a Government Entity			6 years
c. Names, titles and business and residence addresses of all the Adviser’s Covered Associates			6 years
d. All direct and indirect contributions made by the Adviser or any of its Covered Associates to an official of a Government Entity (must be in chronological order and include the amount of each contribution and the recipient)			6 years
e. All direct or indirect payments to a political party of a state or political subdivision thereof or to a political action committee (must be in chronological order and include the amount of each contribution and its recipient)			6 years


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