EX-99.B(D)(1)(I) 2 a18-7651_1ex99dbd1i.htm EX-99.B(D)(1)(I)

Exhibit (d)(1)(i)

 

AMENDED SCHEDULE A

 

with respect to the

 

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT

 

between

 

VOYA GOVERNMENT MONEY MARKET PORTFOLIO

(formerly, Voya Money Market Portfolio)

 

and

 

VOYA INVESTMENTS, LLC

 

Series

 

Annual Management Fee
(as a percentage of average daily net assets)

 

 

 

Voya Government Money Market Portfolio (formerly, Voya Money Market Portfolio)

 

0.35% on all assets

 

A-1



 

AMENDED SCHEDULE B

 

with respect to the

 

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT

 

between

 

VOYA GOVERNMENT MONEY MARKET PORTFOLIO

(formerly, Voya Money Market Portfolio)

 

and

 

VOYA INVESTMENTS, LLC

 

EXCLUDED SERVICES

 

As set forth in Section 2 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement.

 

1.              Underwriting or distribution services of the sort provided by the underwriter or distributor to a Series

 

2.              Distribution or shareholder services provided to a Series pursuant to a plan, whether or not adopted under Rule 12b-1 promulgated under the 1940 Act

 

3.              Custody services such as those currently provided by The Bank of New York Mellon and State Street Bank

 

4.              Fund accounting services of the sort currently provided by The Bank of New York Mellon and State Street Bank, inclusive of pricing services utilized by the fund accounting agents

 

5.              Transfer agency and recordkeeping services provided by various brokers/dealers and other intermediaries

 

6.              Transfer agency services such as those currently provided by The Bank of New York Mellon and Computershare Limited

 

7.              Printing and postage for shareholder reports, prospectuses and statements of additional information such as is currently provided by Merrill Corporation, Universal Wilde, RR Donnelley & Sons Company and Broadridge Financial Solutions, Inc.

 

8.              External counsel and legal services such as those currently provided to the Series or to the Independent Trustees by Ropes & Gray LLP and K&L Gates LLP

 

9.              Audits and semi-annual reviews of financial statements, prospectuses and Form N-14 filings such as those currently provided by KPMG LLP

 

10.       Tax consulting services, review of tax compliance and other tax services such as those currently provided by KPMG LLP

 

11.       Fair value pricing services such as those currently provided by Interactive Data Corporation

 

B-1



 

12.       Proxy tabulation and solicitation services related to shareholder meetings for a Series, such as those currently provided by Broadridge Financial Solutions, Inc. and/or Computershare Limited

 

13.       Identifying and tracking services for wash sales activity such as those currently provided by Gainskeeper (Wolters Kluwer Financial Services, Inc.)

 

14.       Brokerage services

 

15.       Attribution and risk analysis services provided in support of the Chief Investment Risk Officer such as those currently provided by the Bank of New York-Wilshire Atlas/Axiom Attribution and Risk Analysis System

 

16.       Recordkeeping services related to the Director/Trustee deferred compensation plan such as those currently provided by Pen-Cal Administrators

 

17.       Call center services related to phone representatives that service existing fund shareholders of record such as those currently provided by The Bank of New York Mellon Services

 

18.       Consultants hired at the request of the Board of Trustees to advise them

 

19.       Administrative Services that are not reasonably necessary for the ordinary operation of each Series as of January 1, 2015, but that may be required in the future

 

B-2



 

AMENDED SCHEDULE C

 

with respect to the

 

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT

 

between

 

VOYA GOVERNMENT MONEY MARKET PORTFOLIO

(formerly, Voya Money Market Portfolio)

and

 

VOYA INVESTMENTS, LLC

 

EXPENSES

 

#

 

EXPENSE
 ITEM

 

CURRENT
VENDORS

 

DESCRIPTION

 

% Borne
by Manager

 

ALLOCATION NOTE

Allocated Expenses

 

 

 

 

 

 

 

 

1

 

General Services

 

KPMG LLP (17f-2 Audit Fees)

 

Affiliated sub-custodian account test work

 

50%

 

 

2

 

Fund Accounting/
Financial Reporting Services

 

Morgan Stanley GICS
Direct License

 

Industry Classification for
equity securities for financial reporting purposes

 

50%

 

Voya funds’ portion is limited to a maximum of $40,000.

3

 

Fund Accounting/
Financial Reporting Services

 

RIMES Technologies Corporation

 

Aggregated benchmark data (returns). Data is used in Voya funds’ annual and semi-annual reports and prospectuses.

 

60%

 

 

4

 

Proxy Voting Services

 

Institutional Shareholder Services (ISS, Inc.)

 

Proxy Advisory Services and Voting Agent Service

 

50%

 

 

5

 

Proxy Voting Services

 

Farient

 

Proxy Analysis

 

50%

 

 

6

 

Finance Services

 

Bloomberg / Morningstar / NYSE / Strategic Insight / Institutional Investor / Etc.

 

Market Data Service Providers (Non-CIRO usage)

 

95%

 

Allocation to the Voya funds is based on Board usage/subscriptions. Only actual Board usage costs are allocated to the Voya funds.

7

 

Industry Association Dues

 

Investment Company Institute

 

General membership fees

 

90%

 

Voya funds portion is limited to a maximum of the fee paid by the Voya funds for Mutual Funds Directors Forum membership.

 

C-1



 

#

 

EXPENSE
 ITEM

 

CURRENT
VENDORS

 

DESCRIPTION

 

% Borne
by Manager

 

ALLOCATION NOTE

Allocated Expenses, continued

8

 

Chief Investment Risk Officer(1)

 

Chief Investment Risk Officer (CIRO)

 

Costs associated with the CIRO function

 

40%

 

Overhead(2) items are allocable to the Manager.

9

 

Chief Compliance Officer(1)

 

Office of the Chief Compliance Officer (CCO)

 

CCO Function

 

0%

 

Overhead(2) items are allocable to the Manager.

Voya Expenses

10

 

General Services

 

Confluence

 

Software application to assist in monitoring the budgets and the accruals of expenses of mutual funds.

 

100%

 

 

11

 

General Services

 

Bonaire

 

Electronic system for calculation of fund fees and payments to sub-advisers. Annual license cost.

 

100%

 

 

12

 

Fund Compliance

 

Albridge

 

Electronic system for Fund Compliance - monthly compliance checklist process. Annual license cost.

 

100%

 

 

13

 

Fund Compliance

 

Bank of New York

 

Money Market Stress Testing

 

100%

 

 

14

 

Proxy Voting Services

 

Institutional Shareholder Services
(ISS, Inc.)

 

Securities Class Action Service — (SCAS)

 

100%

 

 

15

 

Proxy Voting Services

 

Institutional Shareholder Services
(ISS, Inc.)

 

US & Global Custom
Voting Agent Services /
Vote Disclosure Services

 

100%

 

 

 


(1)                     CIRO and CCO costs are considered “extraordinary expenses” and are therefore excluded from expenses that are subject to the Funds’ Expense Limitation Agreements.

 

(2)                     Overhead includes the costs associated with the following items; technology (except for Market Data Services and any IT Software expenses that are for the sole use of the CIRO or CCO); facilities; equipment; printing; and postage.

 

C-2



 

#

 

EXPENSE 
ITEM

 

CURRENT
VENDORS

 

DESCRIPTION

 

% Borne
by Manager

 

ALLOCATION NOTE

Voya Expenses, continued

16

 

Operational Services

 

Eagle Pace

 

Fund Data Warehouse - Annual License Agreement

 

100%

 

 

17

 

Product Management/
Development Services

 

The Bank of New York- Wilshire Atlas/Axiom Attribution and Risk Analysis System - Voya Use

 

Attribution Analysis

 

100%

 

 

18

 

Legal Services

 

Dechert LLP (External Legal Fees)

 

External counsel and legal services provided to Voya regarding Advisory/ Administrative Matters

 

100%

 

 

19

 

Legal Services

 

Voya Funds Services, LLC (Internal Legal Fees)

 

Legal services for Management and the Voya funds performed by Internal Legal Staff

 

100%

 

 

20

 

Legal Services

 

Diligent Boardbooks

 

Online Board Document Management System for Board Meeting Materials

 

100%

 

 

21

 

Legal Services

 

ARC System

 

Content Management System for Registration Statement Production

 

100%

 

 

22

 

Legal Services

 

Abel Noser

 

Trade Cost Analysis

 

100%

 

 

23

 

Legal Services

 

Board IQ / Ignites

 

Industry Publications

 

100%

 

 

24

 

Advisory Services

 

Manager or Sub-Adviser

 

 

 

100%

 

 

 

C-3