As filed with the Securities and Exchange Commission on May 29, 2015
Securities Act File No. 333-59745
Investment Company Act File No. 811-08895
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
Registration Statement Under The Securities Act Of 1933 | x | |
Pre-Effective Amendment No. | ¨ | |
Post-Effective Amendment No. 82 | x | |
and/or | ||
Registration Statement Under The Investment Company Act Of 1940 | x | |
Amendment No. 83 (Check appropriate box or boxes) |
x |
VOYA FUNDS TRUST
(Exact Name of Registrant Specified in Charter)
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
(Address of Principal Executive Offices)
Registrants Telephone Number, Including Area Code: (800) 992-0180
Huey P. Falgout, Jr. Voya Investments, LLC 7337 E. Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258 (Name and Address of Agent for Service) |
With copies to: Elizabeth J. Reza Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 |
It is proposed that this filing will become effective (check appropriate box):
¨ Immediately upon filing pursuant to paragraph (b) |
¨ on (date) pursuant to paragraph (b) |
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¨ 60 days after filing pursuant to paragraph (a)(1) |
x on July 31, 2015 pursuant to paragraph (a)(1) |
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¨ 75 days after filing pursuant to paragraph (a)(2) |
¨ on (date) pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box:
¨ | This post-effective amendment designated a new effective date for a previously filed post-effective amendment. |
VOYA FUNDS TRUST (REGISTRANT)
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of the following papers and documents:
* | Cover Sheet |
* | Contents of Registration Statement |
* | Explanatory Note |
* | Registrants Class A, Class B, Class C, Class I, Class O, Class P, Class R, and Class W Shares Prospectus dated July 31, 2015 |
* | Registrants Class R6 Shares Prospectus for Voya Floating Rate Fund, Voya Intermediate Bond Fund, and Voya Short Term Bond Fund dated July 31, 2015 |
* | Registrants Class A, Class C, Class I, Class R, and Class W shares Prospectus for Voya Strategic Income Fund dated July 31, 2015 |
* | Registrants Class R6 shares Prospectus for Voya Strategic Income Opportunities Fund dated July 31, 2015 |
* | Registrants Class A, Class B, Class C, Class I, Class O, Class P, Class R, Class R6, and Class W Shares Statement of Additional Information dated July 31, 2015 |
* | Registrants Class A, Class C, Class I, Class R, Class R6, and Class W shares Statement of Additional Information for Voya Strategic Income Opportunities Fund dated July 31, 2015 |
* | Part C |
* | Signature Page |
VOYA FUNDS TRUST
EXPLANATORY NOTE
This Post-Effective Amendment No. 82 to the Registration Statement (Amendment) on Form N-1A of Voya Funds Trust (Registrant) is being filed under Rule 485(a) under the Securities Act of 1933, as amended, for the purpose of updating the disclosure in compliance with annual updating requirements to the Registrants Class A, Class B, Class C, Class I, Class O, Class P, Class R, Class R6 and Class W Shares Prospectuses and Statements of Additional Information, each dated July 31, 2015, and for the purpose of registering a new class of shares, Class R6 shares, for Voya Floating Rate Fund and Voya Strategic Income Opportunities Fund.
• | Voya Floating Rate Fund |
• | Voya GNMA Income Fund |
• | Voya High Yield Bond Fund |
• | Voya Intermediate Bond Fund |
• | Voya Short Term Bond Fund |
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E-Delivery Sign-up – details on back cover |
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Back Cover |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
A | 2.50 | None 1 |
C | None | 1.00 |
I | None | None |
P | None | None |
R | None | None |
W | None | None |
Class | A | C | I | P | R | W | |
Management Fees 2 | % | 0.65 | 0.65 | 0.65 | 0.65 | 0.65 | 0.65 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 1.00 | None | None | 0.50 | None |
Other Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Waivers and Reimbursements 3 | % | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
1 | A contingent deferred sales charge of 1.00% is assessed on certain redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1 million or more. |
2 | The portion of the management fee attributable to the advisory services is 0.55% and the portion of the management fee attributable to the administrative services is 0.10%. |
3 | The adviser is contractually obligated to limit expenses to 1.00%, 1.75%, 0.75%, 0.15%, 1.25%, and 0.75% for Class A, Class C, Class I, Class P, Class R, and Class W shares, respectively, through [August 1, 2016]. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. The adviser is contractually obligated to waive |
the management fee for Class P shares through [August 1, 2016]. Termination or modification of these obligations requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
A | Sold or Held | $ | ||||
C | Sold | $ | ||||
Held | $ | |||||
I | Sold or Held | $ | ||||
P | Sold or Held | $ | ||||
R | Sold or Held | $ | ||||
W | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | -1.22 | N/A | N/A | 3.86 | 08/17/10 |
After tax on distributions | N/A | N/A | ||||
After tax on distributions with sale | N/A | N/A | ||||
S&P/LSTA Leveraged Loan Index 1 | % | 1.60 | N/A | N/A | 5.18 | |
Class C before taxes | % | -0.44 | N/A | N/A | 3.70 | 08/17/10 |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
S&P/LSTA Leveraged Loan Index 1 | % | 1.60 | N/A | N/A | 5.18 | |
Class I before taxes | % | 1.65 | N/A | N/A | 4.74 | 08/17/10 |
S&P/LSTA Leveraged Loan Index 1 | % | 1.60 | N/A | N/A | 5.18 | |
Class P before taxes | % | 2.22 | N/A | N/A | 3.23 | 06/14/13 |
S&P/LSTA Leveraged Loan Index 1 | % | 1.60 | N/A | N/A | 2.68 | |
Class R before taxes | % | 1.04 | N/A | N/A | 4.19 | 08/17/10 |
S&P/LSTA Leveraged Loan Index 1 | % | 1.60 | N/A | N/A | 5.18 | |
Class W before taxes | % | 1.54 | N/A | N/A | 4.77 | 08/17/10 |
S&P/LSTA Leveraged Loan Index 1 | % | 1.60 | N/A | N/A | 5.18 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Jeffrey
A. Bakalar
Portfolio Manager (since 08/10) |
Daniel
A. Norman
Portfolio Manager (since 08/10) |
Class | A, C | I | P | R | W | |
Non-retirement accounts | $ | 1,000 | 250,000 | — | — | 1,000 |
Retirement accounts | $ | 250 | 250,000 | — | — | 1,000 |
Certain omnibus accounts | $ | 250 | — | — | — | — |
Pre-Authorized Investment Plan | $ | 1,000 | 250,000 | — | — | 1,000 |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
A | 2.50 | None 1 |
B | None | 5.00 |
C | None | 1.00 |
I | None | None |
W | None | None |
Class | A | B | C | I | W | |
Management Fees 2 | % | 0.57 | 0.57 | 0.57 | 0.57 | 0.57 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 1.00 | 1.00 | None | None |
Other Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Waivers and Reimbursements 3 | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] | [ ] | [ ] | [ ] | [ ] |
1 | A contingent deferred sales charge of 1.00% is assessed on certain redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1 million or more. |
2 | The portion of the management fee attributable to the advisory services is 0.47% and the portion of the management fee attributable to the administrative services is 0.10%. |
3 | The adviser is contractually obligated to limit expenses to 0.95%, 1.70%, 1.70%, 0.65%, and 0.70% for Class A, Class B, Class C, Class I, and Class W shares, respectively, through [August 1, 2016.] The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. |
This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
A | Sold or Held | $ | ||||
B | Sold | $ | ||||
Held | $ | |||||
C | Sold | $ | ||||
Held | $ | |||||
I | Sold or Held | $ | ||||
W | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | 2.30 | 3.35 | 3.87 | N/A | 08/17/73 |
After tax on distributions | N/A | |||||
After tax on distributions with sale | N/A | |||||
Barclays GNMA Index 1 | % | 5.97 | 4.11 | 4.85 | N/A | |
Class B before taxes | % | -0.85 | 2.73 | 3.59 | N/A | 10/06/00 |
Barclays GNMA Index 1 | % | 5.97 | 4.11 | 4.85 | N/A | |
Class C before taxes | % | 3.15 | 3.08 | 3.59 | N/A | 10/13/00 |
Barclays GNMA Index 1 | % | 5.97 | 4.11 | 4.85 | N/A | |
Class I before taxes | % | 5.23 | 4.16 | 4.69 | N/A | 01/07/02 |
Barclays GNMA Index 1 | % | 5.97 | 4.11 | 4.85 | N/A | |
Class W before taxes | % | 5.19 | 4.12 | N/A | 4.81 | 12/17/07 |
Barclays GNMA Index 1 | % | 5.97 | 4.11 | N/A | 4.92 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Jeff
Dutra
Portfolio Manager (since 05/09) |
Peter
Guan, Ph.D
Portfolio Manager (since 05/09) |
Justin
McWhorter
Portfolio Manager (since 05/09) |
Class | A, C | I | W | |
Non-retirement accounts | $ | 1,000 | 250,000 | 1,000 |
Retirement accounts | $ | 250 | 250,000 | 1,000 |
Certain omnibus accounts | $ | 250 | — | — |
Pre-Authorized Investment Plan | $ | 1,000 | 250,000 | 1,000 |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
A | 2.50 | None 1 |
B | None | 5.00 |
C | None | 1.00 |
I | None | None |
P | None | None |
R | None | None |
W | None | None |
Class | A | B | C | I | |
Management Fees 2 | % | 0.61 | 0.61 | 0.61 | 0.61 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 1.00 | 1.00 | None |
Other Expenses | % | [ ] | [ ] | [ ] | [ ] |
Acquired Fund Fees and Expenses | % | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses 3 | % | [ ] | [ ] | [ ] | [ ] |
Waivers and Reimbursements 4 | % | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses after Waivers and Reimbursements | % | [ ] | [ ] | [ ] | [ ] |
Class | P | R | W | |
Management Fees 2 | % | 0.61 | 0.61 | 0.61 |
Distribution and/or Shareholder Services (12b-1) Fees | % | None | 0.50 | None |
Other Expenses | % | [ ] | [ ] | [ ] |
Acquired Fund Fees and Expenses | % | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses 3 | % | [ ] | [ ] | [ ] |
Waivers and Reimbursements 4 | % | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses after Waivers and Reimbursements | % | [ ] | [ ] | [ ] |
1 | A contingent deferred sales charge of 1.00% is assessed on certain redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1 million or more. |
2 | The portion of the management fee attributable to the advisory services is 0.51% and the portion of the management fee attributable to the administrative services is 0.10%. |
3 | Total Annual Fund Operating Expenses shown may be higher than the Fund's ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses. |
4 | The adviser is contractually obligated to limit expenses to 1.10%, 1.85%, 1.85%, 0.85%, 0.15%, 1.35%, and 0.85% for Class A, Class B, Class C, Class I, Class P, Class R, and Class W shares, respectively, through [August 1, 2016.] The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. The adviser is contractually obligated to waive the management fee for Class P shares through [August 1, 2016]. Termination or modification of these obligations requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
A | Sold or Held | $ | ||||
B | Sold | $ | ||||
Held | $ | |||||
C | Sold | $ | ||||
Held | $ | |||||
I | Sold or Held | $ | ||||
P | Sold or Held | $ | ||||
R | Sold or Held | $ | ||||
W | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | -1.04 | 8.17 | 5.71 | N/A | 12/15/98 |
After tax on distributions | N/A | |||||
After tax on distributions with sale | N/A | |||||
Barclays High Yield Bond - 2% Issuer Constrained Composite Index 1 | % | 2.46 | 8.98 | 7.73 | N/A | |
Class B before taxes | % | -4.16 | 7.60 | 5.40 | N/A | 12/15/98 |
Barclays High Yield Bond - 2% Issuer Constrained Composite Index 1 | % | 2.46 | 8.98 | 7.73 | N/A | |
Class C before taxes | % | -0.28 | 7.94 | 5.42 | N/A | 12/15/98 |
Barclays High Yield Bond - 2% Issuer Constrained Composite Index 1 | % | 2.46 | 8.98 | 7.73 | N/A | |
Class I before taxes | % | 1.84 | 9.16 | N/A | 9.20 | 07/31/08 |
Barclays High Yield Bond - 2% Issuer Constrained Composite Index 1 | % | 2.46 | 8.98 | N/A | 10.08 | |
Class P before taxes | % | 2.46 | N/A | N/A | 4.90 | 06/14/13 |
Barclays High Yield Bond - 2% Issuer Constrained Composite Index 1 | % | 2.46 | N/A | N/A | 4.51 | |
Class W before taxes | % | 1.72 | N/A | N/A | 7.57 | 07/29/11 |
Barclays High Yield Bond - 2% Issuer Constrained Composite Index 1 | % | 2.46 | N/A | N/A | 6.99 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Rick
Cumberledge, CFA
Portfolio Manager (since 08/13) |
Randall
Parrish, CFA
Portfolio Manager (since 03/07) |
Matthew
Toms, CFA
Portfolio Manager (since 03/10) |
Class | A, C | I | P | R | W | |
Non-retirement accounts | $ | 1,000 | 250,000 | — | — | 1,000 |
Retirement accounts | $ | 250 | 250,000 | — | — | 1,000 |
Certain omnibus accounts | $ | 250 | — | — | — | — |
Pre-Authorized Investment Plan | $ | 1,000 | 250,000 | — | — | 1,000 |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
A | 2.50 | None 1 |
B | None | 5.00 |
C | None | 1.00 |
I | None | None |
O | None | None |
R | None | None |
W | None | None |
Class | A | B | C | I | |
Management Fees 2 | % | 0.27 | 0.27 | 0.27 | 0.27 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 1.00 | 1.00 | None |
Other Expenses | % | [ ] | [ ] | [ ] | [ ] |
Acquired Fund Fees and Expenses | % | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses 3 | % | [ ] | [ ] | [ ] | [ ] |
Waivers and Reimbursements 4 | % | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] | [ ] | [ ] | [ ] |
Class | O | R | W | |
Management Fees 2 | % | 0.27 | 0.27 | 0.27 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 0.50 | None |
Other Expenses | % | [ ] | [ ] | [ ] |
Acquired Fund Fees and Expenses | % | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses 3 | % | [ ] | [ ] | [ ] |
Waivers and Reimbursements 4 | % | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] | [ ] | [ ] |
1 | A contingent deferred sales charge of 1.00% is assessed on certain redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1 million or more. |
2 | The portion of the management fee attributable to the advisory services is 0.17% and the portion of the management fee attributable to the administrative services is 0.10%. |
3 | Total Annual Fund Operating Expenses shown may be higher than the Fund's ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses. |
4 | The adviser is contractually obligated to limit expenses to 0.75%, 1.50%, 1.50%, 0.50%, 0.75%, 1.00%, and 0.50% for Class A, Class B, Class C, Class I, Class O, Class R, and Class W shares, respectively, through [August 1, 2016.] The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
A | Sold or Held | $ | ||||
B | Sold | $ | ||||
Held | $ | |||||
C | Sold | $ | ||||
Held | $ | |||||
I | Sold or Held | $ | ||||
O | Sold or Held | $ | ||||
R | Sold or Held | $ | ||||
W | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | 3.81 | 5.80 | 4.02 | N/A | 12/15/98 |
After tax on distributions | N/A | |||||
After tax on distributions with sale | N/A | |||||
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 | 4.45 | 4.71 | N/A | |
Class B before taxes | % | 0.66 | 5.20 | 3.73 | N/A | 12/15/98 |
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 | 4.45 | 4.71 | N/A | |
Class C before taxes | % | 4.70 | 5.52 | 3.73 | N/A | 12/15/98 |
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 | 4.45 | 4.71 | N/A | |
Class I before taxes | % | 6.81 | 6.65 | 4.85 | N/A | 01/08/02 |
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 | 4.45 | 4.71 | N/A | |
Class O before taxes | % | 6.50 | 6.34 | 4.52 | N/A | 08/13/04 |
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 | 4.45 | 4.71 | N/A | |
Class R before taxes | % | 6.21 | 6.07 | 4.27 | N/A | 03/16/04 |
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 | 4.45 | 4.71 | N/A | |
Class W before taxes | % | 6.64 | 6.82 | N/A | 5.36 | 12/17/07 |
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 | 4.45 | N/A | 4.90 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Portfolio Managers | |
Christine
Hurtsellers, CFA
Portfolio Manager (since 01/09) |
Matthew
Toms, CFA
Portfolio Manager (since 08/10) |
Class | A, C | I | O | R | W | |
Non-retirement accounts | $ | 1,000 | 250,000 | 1,000 | — | 1,000 |
Retirement accounts | $ | 250 | 250,000 | 250 | — | 1,000 |
Certain omnibus accounts | $ | 250 | — | — | — | — |
Pre-Authorized Investment Plan | $ | 1,000 | 250,000 | 1,000 | — | 1,000 |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
A | 2.50 | None 1 |
C | None | 1.00 |
I | None | None |
R | None | None |
W | None | None |
Class | A | C | I | R | W | |
Management Fees 2 | % | 0.45 | 0.45 | 0.45 | 0.45 | 0.45 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 1.00 | None | 0.50 | None |
Other Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Waivers and Reimbursements 3 | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] | [ ] | [ ] | [ ] | [ ] |
1 | A contingent deferred sales charge of 0.50% is assessed on certain redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $500,000 or more. |
2 | The portion of the management fee attributable to the advisory services is 0.35% and the portion of the management fee attributable to the administrative services is 0.10%. |
3 | The adviser is contractually obligated to limit expenses to 0.80%, 1.55%, 0.50%, 1.05%, and 0.55% for Class A, Class C, Class I, Class R, and Class W shares, respectively, through [August 1, 2016]. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
A | Sold or Held | $ | ||||
C | Sold | $ | ||||
Held | $ | |||||
I | Sold or Held | $ | ||||
R | Sold or Held | $ | ||||
W | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | -1.65 | N/A | N/A | -0.27 | 12/19/12 |
After tax on distributions | N/A | N/A | ||||
After tax on distributions with sale | N/A | N/A | ||||
Barclays U.S. 1-3 Year Government/Credit Bond Index 1 | % | 0.77 | N/A | N/A | 0.72 | |
Class C before taxes | % | -0.94 | N/A | N/A | 0.22 | 12/19/12 |
Barclays U.S. 1-3 Year Government/Credit Bond Index 1 | % | 0.77 | N/A | N/A | 0.72 | |
Class I before taxes | % | 1.11 | N/A | N/A | 1.26 | 12/19/12 |
Barclays U.S. 1-3 Year Government/Credit Bond Index 1 | % | 0.77 | N/A | N/A | 0.72 | |
Class W before taxes | % | 1.02 | N/A | N/A | 1.18 | 12/19/12 |
Barclays U.S. 1-3 Year Government/Credit Bond Index 1 | % | 0.77 | N/A | N/A | 0.72 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Christine
Hurtsellers, CFA
Portfolio Manager (since 05/13) |
Matthew
Toms, CFA
Portfolio Manager (since (12/12) |
Class | A, C | I | R | W | |
Non-retirement accounts | $ | 1,000 | 250,000 | — | 1,000 |
Retirement accounts | $ | 250 | 250,000 | — | 1,000 |
Certain omnibus accounts | $ | 250 | — | — | — |
Pre-Authorized Investment Plan | $ | 1,000 | 250,000 | — | 1,000 |
Management Fees | |
Voya Floating Rate Fund | 0.55% |
Voya GNMA Income Fund | 0.47% |
Voya High Yield Bond Fund | 0.51% |
Voya Intermediate Bond Fund | 0.17% |
Voya Short Term Bond Fund | 0.35% |
Class A | |
Initial Sales Charge | Up to 2.50% (reduced for purchases of $100,000 or more and eliminated for purchases of $1 million or more ($500,000 or more for Voya Short Term Bond Fund)) |
Contingent Deferred Sales Charge | None (except that with respect to purchases of $1 million or more ($500,000 or more for Voya Short Term Bond Fund) for which the initial sales charge was waived, a charge of 1.00% (0.50% for Voya Short Term Bond Fund) applies to redemptions made within 18 months) 1 |
Distribution and/or Shareholder Services (12b-1) Fees | 0.25% annually |
Purchase Maximum | None |
Minimum Initial Purchase/Minimum Account Size | $1,000 ($250 for IRAs)/$1,000 ($250 for IRAs) |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | $5,000 |
Conversion | None |
Class B | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | 5.00% declining to 0% after six years from the date of purchase |
Distribution and/or Shareholder Services (12b-1) Fees | 1.00% annually |
Purchase Maximum | May not be purchased or acquired except by the reinvestment of dividends and permitted exchanges |
Minimum Account Size | $1,000 ($250 for IRAs) |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | $5,000 |
Conversion | Automatic conversion to Class A shares after eight years, so annual expenses decrease |
Class C | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | 1.00% if the shares are sold within one year from the date of purchase |
Distribution and/or Shareholder Services (12b-1) Fees | 1.00% annually |
Purchase Maximum | $1,000,000 |
Minimum Initial Purchase/Minimum Account Size | $1,000 ($250 for IRAs)/$1,000 ($250 for IRAs) |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | $5,000 |
Conversion | None |
Class I | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | None |
Purchase Maximum | None |
Minimum Initial Purchase 2, */Minimum Account Size | $250,000/$250,000 |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
Class O | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | 0.25% Annually |
Purchase Maximum | $1,000,000 |
Minimum Initial Purchase 3 /Minimum Account Size | $1,000 ($250 for IRAs)/$1,000 ($250 for IRAs) |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
Class P | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | None |
Purchase Maximum | None |
Minimum Initial Purchase/Minimum Account Size | None/None |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
Class R | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | 0.50% annually |
Purchase Maximum | None |
Minimum Initial Purchase/Minimum Account Size | None/None |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
1 | There is no front-end sales charge if you purchase Class A shares in an amount of $1 million or more ($500,000 or more for Voya Short Term Bond Fund). However, these shares will be subject to a 1.00% CDSC (0.50% CDSC for Voya Short Term Bond Fund) if they are redeemed within 18 months of purchase. |
2 | There is no minimum initial investment requirement for qualified retirement plans or other defined contribution plans and defined benefit plans that invest in the Voya funds through omnibus arrangements. |
3 | For Class O shares, if you are unable to invest at least $1,000 ($250 for retirement accounts/Coverdell Education Savings Accounts), you may open your account for $100 and invest an additional $100 per month using the Automatic Investment Plan. This allows you to invest regular amounts at regular intervals until you reach the required minimum. |
* | Minimum investment amounts may not be waived for individual accounts that are managed by an investment adviser representative, as defined in Rule 203A-3(a) under the Investment Advisers Act of 1940. |
Fund | Class A | Class B | Class C | Class O | Class R |
Voya Floating Rate | 0.25% | N/A 1 | 1.00% | N/A 1 | 0.50% |
Voya GNMA Income | 0.25% | 1.00% | 1.00% | N/A 1 | N/A 1 |
Voya High Yield Bond | 0.25% | 1.00% | 1.00% | N/A 1 | 0.50% |
Voya Intermediate Bond | 0.25% | 1.00% | 1.00% | 0.25% | 0.50% |
Voya Short Term Bond | 0.25% | N/A 1 | 1.00% | N/A 1 | 0.50% |
1 | The Fund does not offer this class of shares. |
Your Investment |
As
a % of
the offering price |
As
a % of net
asset value |
Less than $100,000 | 2.50 | 2.56 |
$100,000 - $499,999 | 2.00 | 2.04 |
$500,000 - $999,999 | 1.25 | 1.27 |
$1,000,000 and over 1 | N/A | N/A |
Your Investment |
As
a % of
the offering price |
As
a % of net
asset value |
Less than $100,000 | 2.50 | 2.56 |
$100,000 - $499,999 | 2.00 | 2.04 |
$500,000 and over 1 | N/A | N/A |
1 | See “Contingent Deferred Sales Charges (”CDSCs“) - Class A Shares” below. |
Years after purchase | CDSC on shares being sold |
1st year | 5.00% |
2nd year | 4.00% |
3rd year | 3.00% |
4th year | 3.00% |
5th year | 2.00% |
6th year | 1.00% |
After 6th year | none |
Years after purchase | CDSC on shares being sold |
1st year | 1.00% |
After 1st year | none |
• | Letter of Intent — lets you purchase shares over a 13-month period and pay the same sales charge as if the shares had all been purchased at once; |
• | Rights of Accumulation — lets you add the value of shares of any open-end Voya mutual fund (excluding Voya Money Market Fund) you already own to the amount of your next purchase for purposes of calculating the sales charge; or |
• | Combination Privilege — shares held by investors in the Voya mutual funds which impose a CDSC may be combined with Class A shares for a reduced sales charge. |
• | Reinstatement Privilege — If you sell Class A shares of a Fund (or shares of other Voya mutual funds managed by the Adviser) and reinvest any of the proceeds in Class A shares of another Voya mutual fund within 90 days. For additional information regarding the reinstatement privilege, contact a Shareholder Services Representative or see the SAI; or |
• | Purchases by Certain Accounts — Class A shares may be purchased at NAV by certain fee-based programs offered through selected registered investment advisers, broker-dealers, and other financial intermediaries. Class A shares may also be purchased at NAV by shareholders that purchase a Fund through a financial intermediary that offers our Class A shares uniformly on a “no load” (or reduced load) basis to you and all similarly situated customers of the intermediary in accordance with the intermediary's prescribed fee schedule for purchases of fund shares, including by shareholders that purchase shares through a financial intermediary that has entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers. |
• | Redemptions following the death or permanent disability of a shareholder if made within one year of death or the initial determination of permanent disability. The waiver is available only for shares held at the time of death or initial determination of permanent disability. |
• | Redemptions for Class B and Class C shares, pursuant to a Systematic Withdrawal Plan, up to a maximum of 12% per year of a shareholder’s account value based on the value of the account at the time the plan is established and annually thereafter. |
• | Mandatory distributions from “employee benefit plans” or an Individual Retirement Account (“IRA”). |
• | Reinvestment of dividends and capital gains distributions. |
• | Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity individual trading characteristics and other market data. |
• | Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers. |
• | Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes. |
• | Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse. |
• | Over-the-counter swap agreements are valued using a price provided by an independent pricing service. |
• | Forward foreign currency contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and each Fund’s forward foreign currency contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service. |
• | Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers. |
• | Name; |
• | Date of birth (for individuals); |
• | Physical residential address (although post office boxes are still permitted for mailing); and |
• | Social Security number, taxpayer identification number, or other identifying number. |
Minimum Investments | Class | Initial Purchase | Subsequent Purchases |
Non-retirement accounts |
A/C/O
1
/W
2
I 2,3 P/R |
$1,000
$250,000 No minimum |
No minimum |
Retirement accounts |
A/C/O
1
I 2,3 P/R W 2 |
$250
$250,000 No minimum $1,000 |
No minimum |
Coverdell Education Savings Accounts | O 1 | $250 | No minimum |
Pre-Authorized Investment Plan |
A/C/O
1
/W
2
I 2,3 |
$1,000
$250,000 |
At least $100/month |
Certain omnibus accounts | A/C | $250 | No minimum |
1 | For Class O shares, if you are unable to invest at least $1,000 per Fund ($250 for retirement accounts/ESAs), you may open your account for $100 and $100 per month using the Automatic Investment Plan. This allows you to invest regular amounts at regular intervals until you reach the required initial minimum. |
2 | Minimum investment amounts may not be waived for individual accounts that are managed by an investment adviser representative, as defined in Rule 203A-3(a) under the Investment Advisers Act of 1940. |
3 | There is no minimum initial investment requirement for qualified retirement plans or other defined contribution plans and defined benefit plans that invest in the Voya funds through omnibus arrangements. |
Buying Shares | Opening an Account | Adding to an Account |
By Contacting Your Financial Intermediary | A financial intermediary with an authorized firm can help you establish and maintain your account. | Contact your financial intermediary. For Class O Shares you may purchase additional shares by calling 1-866-590-7629. Additional fees may apply for phone orders. |
By Mail | Make your check payable to Voya Investment Management and mail it with a completed Account Application. Please indicate your financial intermediary on the New Account Application. | Fill out the Account Additions form at the bottom of your account statement and mail it along with your check payable to Voya Investment Management to the address on the account statement. Please write your account number on the check. |
By Wire |
Call
Shareholder Services at 1-800-992-0180 to obtain an account number and indicate your financial intermediary on the account.
ABA # 011001234 credit to: BNY Mellon Investment Servicing (U.S.) Inc. as Agent for Voya mutual funds A/C #0000733938; for further credit to Shareholder A/C # (A/C # you received over the telephone) Shareholder Name: (Your Name Here) Voya Investment Management P.O. Box 9772 Providence, RI 02940-9772 |
Wire the funds in the same manner described under “Opening an Account.” |
Online (Class O Only) | Complete your application online at www.sharebuilder.com. | Log onto your account at www.sharebuilder.com, go to the Trade>Mutual Funds page and select the “Buy” option. |
Selling Shares | To Sell Some or All of Your Shares |
By Contacting Your Financial Intermediary | You may sell shares by contacting your financial intermediary. Financial intermediaries may charge for their services in connection with your redemption request but neither the Fund nor the Distributor imposes any such charge. |
By Mail |
Send
a written request specifying the Fund name and share class, your account number, the name(s) in which the account is registered, and the dollar value or number of shares you wish to redeem to:
P.O. Box 9772 Providence, RI 02940-9772 |
By Telephone - Expedited Redemption |
You
may sell shares by telephone on all accounts, other than retirement accounts, unless you check the box on the Account Application which signifies that you do not wish to use telephone redemptions. To redeem by telephone, call a Shareholder Services
Representative at 1-800-992-0180.
|
Online (Class O only) | Log onto your account at www.sharebuilder.com, navigate to the Trade>Mutual Funds page and select the “Sell” option. |
• | Your account must have a current value of at least $10,000. |
• | Minimum withdrawal amount is $100. |
• | You may choose from monthly, quarterly, semi-annual or annual payments. |
• | Your account must have a current value of at least $250,000 or $1,000 for Class I and Class W shares, respectively. |
• | Minimum withdrawal amount is $1,000. |
• | You may choose from monthly, quarterly, semi-annual or annual payments. |
• | Any shareholder or financial adviser who initiated exchanges among all their accounts with the Funds within thirty (30) calendar days of a previous exchange. All exchanges occurring on the same day for all accounts (individual, IRA, 401(k), etc.) beneficially owned by the same shareholder will be treated as a single transaction for purposes of this policy; |
• | Trading deemed harmful or excessive by the Funds (including but not limited to patterns of purchases and redemptions), in their sole discretion; and |
• | Trades initiated by financial advisers, among multiple shareholder accounts, that in the aggregate are deemed harmful or excessive. |
• | Purchases and sales of Fund shares in the amount of $5,000 or less; |
• | Transfers associated with systematic purchases or redemptions; |
• | Purchases and sales of funds that affirmatively permit short-term trading; |
• | Rebalancing to facilitate fund-of-fund arrangements or the Funds' systematic exchange privileges; |
• | Purchases or sales initiated by Voya mutual funds; and |
• | Transactions subject to the trading policy of an intermediary that the Funds deem materially similar to the Funds' policy. |
• | Upon the first violation of this policy in a calendar year, purchase and exchange privileges shall be suspended for ninety (90) days. For example, if an exchange is initiated on February 1st, and a second exchange is initiated on February 15th, trading privileges shall be suspended for ninety (90) days from February 1st. |
• | Upon a second violation in a calendar year, purchase and exchange privileges shall be suspended for one hundred and eighty (180) days. |
• | No purchases or exchanges will be permitted in the account and all related accounts bearing the same Tax ID or equivalent identifier. |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From net investment income | From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3) |
Expenses
net of fee waivers
and/or recoupments, if any (2)(3) |
Expenses
net of all
reductions/additions (2)(3) |
Net
investment income
(loss) (2)(3) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Floating Rate Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.28 | 0.38 • | (0.02) | 0.36 | 0.40 | 0.01 | 0.01 | 0.42 | — | 10.22 | 3.58 | 1.08 | 1.01 | 1.01 | 3.71 | 98,669 | 124 | |||||||||||||||||
03-31-13 | 10.10 | 0.52 • | 0.21 | 0.73 | 0.53 | 0.02 | — | 0.55 | — | 10.28 | 7.41 | 1.11 | 1.01 | 1.01 | 5.08 | 35,918 | 101 | |||||||||||||||||
03-31-12 | 10.26 | 0.43 • | (0.08) | 0.35 | 0.45 | 0.06 | — | 0.51 | — | 10.10 | 3.58 | 1.12 | 1.01 | 1.01 | 4.23 | 10,266 | 79 | |||||||||||||||||
08-17-10 (4) - 03-31-11 | 10.00 | 0.21 • | 0.25 | 0.46 | 0.19 | 0.01 | — | 0.20 | — | 10.26 | 4.57 | 1.30 | 1.02 | 1.02 | 3.49 | 18,411 | 73 | |||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.28 | 0.30 • | (0.02) | 0.28 | 0.32 | 0.01 | 0.01 | 0.34 | — | 10.22 | 2.81 | 1.83 | 1.76 | 1.76 | 2.97 | 84,619 | 124 | |||||||||||||||||
03-31-13 | 10.10 | 0.44 • | 0.21 | 0.65 | 0.45 | 0.02 | — | 0.47 | — | 10.28 | 6.61 | 1.86 | 1.76 | 1.76 | 4.33 | 26,367 | 101 | |||||||||||||||||
03-31-12 | 10.26 | 0.36 • | (0.09) | 0.27 | 0.37 | 0.06 | — | 0.43 | — | 10.10 | 2.80 | 1.87 | 1.76 | 1.76 | 3.71 | 7,409 | 79 | |||||||||||||||||
08-17-10 (4) - 03-31-11 | 10.00 | 0.19 • | 0.22 | 0.41 | 0.14 | 0.01 | — | 0.15 | — | 10.26 | 4.11 | 2.05 | 1.77 | 1.77 | 3.46 | 3,356 | 73 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.28 | 0.41 • | (0.03) | 0.38 | 0.43 | 0.01 | 0.01 | 0.45 | — | 10.21 | 3.74 | 0.76 | 0.76 | 0.76 | 3.99 | 327,896 | 124 | |||||||||||||||||
03-31-13 | 10.10 | 0.54 • | 0.21 | 0.75 | 0.55 | 0.02 | — | 0.57 | — | 10.28 | 7.67 | 0.86 | 0.76 | 0.76 | 5.33 | 165,936 | 101 | |||||||||||||||||
03-31-12 | 10.27 | 0.47 • | (0.10) | 0.37 | 0.48 | 0.06 | — | 0.54 | — | 10.10 | 3.74 | 0.87 | 0.76 | 0.76 | 4.65 | 173,722 | 79 | |||||||||||||||||
08-17-10 (4) - 03-31-11 | 10.00 | 0.25 • | 0.23 | 0.48 | 0.20 | 0.01 | — | 0.21 | — | 10.27 | 4.83 | 1.05 | 0.77 | 0.77 | 3.93 | 170,660 | 73 | |||||||||||||||||
Class P | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
06-14-13 (4) -03-31-14 | 10.22 | 0.37 • | 0.00* | 0.37 | 0.36 | 0.01 | 0.01 | 0.38 | — | 10.21 | 3.71 | 0.75 | 0.10 | 0.10 | 4.58 | 86,265 | 124 | |||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.27 | 0.35 • | (0.03) | 0.32 | 0.37 | 0.01 | 0.01 | 0.39 | — | 10.20 | 3.23 | 1.33 | 1.26 | 1.26 | 3.47 | 98,457 | 124 | |||||||||||||||||
03-31-13 | 10.09 | 0.49 • | 0.21 | 0.70 | 0.50 | 0.02 | — | 0.52 | — | 10.27 | 7.15 | 1.36 | 1.26 | 1.26 | 4.84 | 32,371 | 101 | |||||||||||||||||
03-31-12 | 10.26 | 0.41 • | (0.09) | 0.32 | 0.43 | 0.06 | — | 0.49 | — | 10.09 | 3.22 | 1.37 | 1.26 | 1.26 | 4.26 | 16,515 | 79 | |||||||||||||||||
08-17-10 (4) - 03-31-11 | 10.00 | 0.21 • | 0.23 | 0.44 | 0.17 | 0.01 | — | 0.18 | — | 10.26 | 4.39 | 1.55 | 1.27 | 1.27 | 3.87 | 7,897 | 73 | |||||||||||||||||
Class W | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.30 | 0.41 • | (0.02) | 0.39 | 0.43 | 0.01 | 0.01 | 0.45 | — | 10.24 | 3.83 | 0.83 | 0.76 | 0.76 | 3.98 | 153,532 | 124 | |||||||||||||||||
03-31-13 | 10.12 | 0.54 • | 0.21 | 0.75 | 0.55 | 0.02 | — | 0.57 | — | 10.30 | 7.66 | 0.86 | 0.76 | 0.76 | 5.34 | 86,844 | 101 | |||||||||||||||||
03-31-12 | 10.27 | 0.45 • | (0.06) | 0.39 | 0.48 | 0.06 | — | 0.54 | — | 10.12 | 3.93 | 0.87 | 0.76 | 0.76 | 4.74 | 52,351 | 79 | |||||||||||||||||
08-17-10 (4) - 03-31-11 | 10.00 | 0.24 | 0.24 | 0.48 | 0.20 | 0.01 | — | 0.21 | — | 10.27 | 4.83 | 1.05 | 0.77 | 0.77 | 4.49 | 3,319 | 73 |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From net investment income | From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3) |
Expenses
net of fee waivers
and/or recoupments, if any (2)(3) |
Expenses
net of all
reductions/additions (2)(3) |
Net
investment income
(loss) (2)(3) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya GNMA Income Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.95 | 0.24 • | (0.27) | (0.03) | 0.30 | — | — | 0.30 | — | 8.62 | (0.35) | 0.94 | 0.94 | 0.94 | 2.74 | 558,520 | 302 | |||||||||||||||||
03-31-13 | 9.09 | 0.22 | 0.00* | 0.22 | 0.29 | 0.05 | 0.02 | 0.36 | — | 8.95 | 2.51 | 0.90 | 0.90 | 0.90 | 2.38 | 727,058 | 352 | |||||||||||||||||
03-31-12 | 8.84 | 0.23 • | 0.37 | 0.60 | 0.34 | 0.01 | — | 0.35 | — | 9.09 | 6.87 | 0.93 | 0.93 | 0.93 | 2.58 | 681,900 | 335 | |||||||||||||||||
03-31-11 | 8.75 | 0.32 | 0.13 | 0.45 | 0.36 | — | — | 0.36 | — | 8.84 | 5.26 | 0.93 | 0.93 | 0.93 | 3.63 | 593,080 | 193 | |||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.90 | 0.17 • | (0.27) | (0.10) | 0.23 | — | — | 0.23 | — | 8.57 | (1.11) | 1.69 | 1.69 | 1.69 | 1.97 | 622 | 302 | |||||||||||||||||
03-31-13 | 9.04 | 0.14 • | 0.01 | 0.15 | 0.22 | 0.05 | 0.02 | 0.29 | — | 8.90 | 1.74 | 1.65 | 1.65 | 1.65 | 1.59 | 1,430 | 352 | |||||||||||||||||
03-31-12 | 8.79 | 0.17 • | 0.36 | 0.53 | 0.27 | 0.01 | — | 0.28 | — | 9.04 | 6.08 | 1.68 | 1.68 | 1.68 | 1.87 | 3,676 | 335 | |||||||||||||||||
03-31-11 | 8.70 | 0.26 • | 0.13 | 0.39 | 0.30 | — | — | 0.30 | — | 8.79 | 4.48 | 1.68 | 1.68 | 1.68 | 2.90 | 11,262 | 193 | |||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.90 | 0.17 • | (0.27) | (0.10) | 0.23 | — | — | 0.23 | — | 8.57 | (1.12) | 1.69 | 1.69 | 1.69 | 1.97 | 95,602 | 302 | |||||||||||||||||
03-31-13 | 9.04 | 0.16 | 0.00* | 0.16 | 0.23 | 0.05 | 0.02 | 0.30 | — | 8.90 | 1.78 | 1.65 | 1.65 | 1.65 | 1.63 | 177,823 | 352 | |||||||||||||||||
03-31-12 | 8.79 | 0.16 • | 0.37 | 0.53 | 0.27 | 0.01 | — | 0.28 | — | 9.04 | 6.12 | 1.68 | 1.68 | 1.68 | 1.82 | 138,543 | 335 | |||||||||||||||||
03-31-11 | 8.71 | 0.25 | 0.13 | 0.38 | 0.30 | — | — | 0.30 | — | 8.79 | 4.38 | 1.68 | 1.68 | 1.68 | 2.88 | 104,196 | 193 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.96 | 0.26 • | (0.27) | (0.01) | 0.32 | — | — | 0.32 | — | 8.63 | (0.09) | 0.66 | 0.66 | 0.66 | 3.00 | 130,878 | 302 | |||||||||||||||||
03-31-13 | 9.10 | 0.25 | 0.00* | 0.25 | 0.32 | 0.05 | 0.02 | 0.39 | — | 8.96 | 2.79 | 0.63 | 0.63 | 0.63 | 2.64 | 206,100 | 352 | |||||||||||||||||
03-31-12 | 8.85 | 0.26 • | 0.36 | 0.62 | 0.36 | 0.01 | — | 0.37 | — | 9.10 | 7.16 | 0.65 | 0.65 | 0.65 | 2.83 | 144,678 | 335 | |||||||||||||||||
03-31-11 | 8.76 | 0.34 | 0.14 | 0.48 | 0.39 | — | — | 0.39 | — | 8.85 | 5.57 | 0.63 | 0.63 | 0.63 | 3.92 | 68,996 | 193 | |||||||||||||||||
Class W | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.97 | 0.26 | (0.27) | (0.01) | 0.32 | — | — | 0.32 | — | 8.64 | (0.09) | 0.69 | 0.69 | 0.69 | 3.00 | 33,180 | 302 | |||||||||||||||||
03-31-13 | 9.11 | 0.25 • | (0.01) | 0.24 | 0.31 | 0.05 | 0.02 | 0.38 | — | 8.97 | 2.76 | 0.65 | 0.65 | 0.65 | 2.72 | 37,682 | 352 | |||||||||||||||||
03-31-12 | 8.86 | 0.26 • | 0.36 | 0.62 | 0.36 | 0.01 | — | 0.37 | — | 9.11 | 7.12 | 0.68 | 0.68 | 0.68 | 2.83 | 11,700 | 335 | |||||||||||||||||
03-31-11 | 8.77 | 0.35 | 0.13 | 0.48 | 0.39 | — | — | 0.39 | — | 8.86 | 5.51 | 0.68 | 0.68 | 0.68 | 3.88 | 7,221 | 193 |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From net investment income | From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3) |
Expenses
net of fee waivers
and/or recoupments, if any (2)(3) |
Expenses
net of all
reductions/additions (2)(3) |
Net
investment income
(loss) (2)(3) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya High Yield Bond Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.34 | 0.44 | 0.16 | 0.60 | 0.45 | — | — | 0.45 | — | 8.49 | 7.49 | 1.08 | 1.10 | 1.10 | 5.34 | 79,309 | 47 | |||||||||||||||||
03-31-13 | 7.80 | 0.49 | 0.54 | 1.03 | 0.49 | — | — | 0.49 | — | 8.34 | 13.69 | 1.06 | 1.10 | 1.10 | 6.20 | 85,429 | 109 | |||||||||||||||||
03-31-12 | 7.82 | 0.52 | (0.02) | 0.50 | 0.52 | — | — | 0.52 | — | 7.80 | 6.72 | 1.14 | 1.10 | 1.10 | 6.73 | 98,123 | 100 | |||||||||||||||||
03-31-11 | 7.38 | 0.56 | 0.45 | 1.01 | 0.55 | — | 0.02 | 0.57 | — | 7.82 | 14.22 | 1.13 | 1.10 † | 1.10 † | 7.43 † | 86,017 | 87 | |||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.33 | 0.38 | 0.16 | 0.54 | 0.39 | — | — | 0.39 | — | 8.48 | 6.69 | 1.83 | 1.85 | 1.85 | 4.58 | 1,086 | 47 | |||||||||||||||||
03-31-13 | 7.79 | 0.43 | 0.54 | 0.97 | 0.43 | — | — | 0.43 | — | 8.33 | 12.85 | 1.81 | 1.85 | 1.85 | 5.47 | 1,629 | 109 | |||||||||||||||||
03-31-12 | 7.81 | 0.46 | (0.02) | 0.44 | 0.46 | — | — | 0.46 | — | 7.79 | 5.89 | 1.89 | 1.85 | 1.85 | 6.00 | 2,370 | 100 | |||||||||||||||||
03-31-11 | 7.37 | 0.51 • | 0.44 | 0.95 | 0.49 | — | 0.02 | 0.51 | — | 7.81 | 13.35 | 1.88 | 1.85 † | 1.85 † | 6.74 † | 6,864 | 87 | |||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.34 | 0.38 | 0.16 | 0.54 | 0.39 | — | — | 0.39 | — | 8.49 | 6.69 | 1.83 | 1.85 | 1.85 | 4.59 | 15,051 | 47 | |||||||||||||||||
03-31-13 | 7.80 | 0.44 | 0.53 | 0.97 | 0.43 | — | — | 0.43 | — | 8.34 | 12.85 | 1.81 | 1.85 | 1.85 | 5.43 | 14,354 | 109 | |||||||||||||||||
03-31-12 | 7.81 | 0.46 | (0.01) | 0.45 | 0.46 | — | — | 0.46 | — | 7.80 | 6.05 | 1.89 | 1.85 | 1.85 | 6.00 | 12,727 | 100 | |||||||||||||||||
03-31-11 | 7.38 | 0.50 | 0.44 | 0.94 | 0.49 | — | 0.02 | 0.51 | — | 7.81 | 13.22 | 1.88 | 1.85 † | 1.85 † | 6.66 † | 11,938 | 87 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.33 | 0.48 | 0.15 | 0.63 | 0.48 | — | — | 0.48 | — | 8.48 | 7.89 | 0.68 | 0.70 | 0.70 | 5.74 | 223,686 | 47 | |||||||||||||||||
03-31-13 | 7.80 | 0.52 • | 0.53 | 1.05 | 0.52 | — | — | 0.52 | — | 8.33 | 13.98 | 0.71 | 0.75 | 0.75 | 6.40 | 101,387 | 109 | |||||||||||||||||
03-31-12 | 7.81 | 0.55 | (0.01) | 0.54 | 0.55 | — | — | 0.55 | — | 7.80 | 7.30 | 0.71 | 0.67 | 0.67 | 7.09 | 24,849 | 100 | |||||||||||||||||
03-31-11 | 7.37 | 0.57 • | 0.48 | 1.05 | 0.59 | — | 0.02 | 0.61 | — | 7.81 | 14.86 | 0.76 | 0.73 † | 0.73 † | 7.53 † | 21,590 | 87 | |||||||||||||||||
Class P | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
06-14-13 (4) -03-31-14 | 8.23 | 0.42 • | 0.25 | 0.67 | 0.42 | — | — | 0.42 | — | 8.48 | 8.40 | 0.68 | 0.07 | 0.07 | 6.35 | 81,146 | 47 | |||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
01-30-14 (4) -03-31-14 | 8.38 | 0.08 • | 0.10 | 0.18 | 0.07 | — | — | 0.07 | — | 8.49 | 2.17 | 1.33 | 1.33 | 1.33 | 5.50 | 3 | 94 | |||||||||||||||||
Class W | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 8.35 | 0.47 | 0.16 | 0.63 | 0.48 | — | — | 0.48 | — | 8.50 | 7.78 | 0.83 | 0.85 | 0.85 | 5.60 | 20,090 | 47 | |||||||||||||||||
03-31-13 | 7.81 | 0.51 • | 0.55 | 1.06 | 0.52 | — | — | 0.52 | — | 8.35 | 14.11 | 0.81 | 0.85 | 0.85 | 6.30 | 14,703 | 109 | |||||||||||||||||
07-29-11 (4) - 03-31-12 | 7.82 | 0.36 • | 0.07 | 0.43 | 0.44 | — | — | 0.44 | — | 7.81 | 5.77 | 0.89 | 0.85 | 0.85 | 6.93 | 1,552 | 100 |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From net investment income | From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3) |
Expenses
net of fee waivers
and/or recoupments, if any (2)(3) |
Expenses
net of all
reductions/additions (2)(3) |
Net
investment income
(loss) (2)(3) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Intermediate Bond Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.09 | 0.31 • | (0.20) | 0.11 | 0.29 | — | — | 0.29 | — | 9.91 | 1.11 | 0.70 | 0.70 | 0.70 | 3.16 | 535,194 | 525 | |||||||||||||||||
03-31-13 | 9.90 | 0.34 | 0.33 | 0.67 | 0.48 | — | — | 0.48 | — | 10.09 | 6.83 | 0.70 | 0.70 | 0.70 | 3.38 | 301,544 | 490 | |||||||||||||||||
03-31-12 | 9.53 | 0.38 | 0.42 | 0.80 | 0.43 | — | — | 0.43 | — | 9.90 | 8.61 | 0.68 | 0.68 | 0.68 | 3.99 | 293,277 | 500 | |||||||||||||||||
03-31-11 | 9.23 | 0.47 • | 0.26 | 0.73 | 0.43 | — | — | 0.43 | — | 9.53 | 8.00 | 0.68 | 0.68 † | 0.68 † | 4.97 † | 316,000 | 384 | |||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.07 | 0.22 • | (0.18) | 0.04 | 0.21 | — | — | 0.21 | — | 9.90 | 0.43 | 1.45 | 1.45 | 1.45 | 2.27 | 727 | 525 | |||||||||||||||||
03-31-13 | 9.88 | 0.27 • | 0.32 | 0.59 | 0.40 | — | — | 0.40 | — | 10.07 | 6.02 | 1.45 | 1.45 | 1.45 | 2.63 | 1,928 | 490 | |||||||||||||||||
03-31-12 | 9.51 | 0.32 • | 0.41 | 0.73 | 0.36 | — | — | 0.36 | — | 9.88 | 7.77 | 1.43 | 1.43 | 1.43 | 3.30 | 4,144 | 500 | |||||||||||||||||
03-31-11 | 9.21 | 0.40 • | 0.26 | 0.66 | 0.36 | — | — | 0.36 | — | 9.51 | 7.21 | 1.43 | 1.43 † | 1.43 † | 4.24 † | 9,379 | 384 | |||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.07 | 0.24 | (0.20) | 0.04 | 0.21 | — | — | 0.21 | — | 9.90 | 0.44 | 1.45 | 1.45 | 1.45 | 2.32 | 26,604 | 525 | |||||||||||||||||
03-31-13 | 9.89 | 0.27 | 0.31 | 0.58 | 0.40 | — | — | 0.40 | — | 10.07 | 5.93 | 1.45 | 1.45 | 1.45 | 2.63 | 35,308 | 490 | |||||||||||||||||
03-31-12 | 9.52 | 0.32 | 0.41 | 0.73 | 0.36 | — | — | 0.36 | — | 9.89 | 7.78 | 1.43 | 1.43 | 1.43 | 3.22 | 35,256 | 500 | |||||||||||||||||
03-31-11 | 9.22 | 0.40 • | 0.26 | 0.66 | 0.36 | — | — | 0.36 | — | 9.52 | 7.21 | 1.43 | 1.43 † | 1.43 † | 4.22 † | 33,994 | 384 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.08 | 0.35 | (0.20) | 0.15 | 0.32 | — | — | 0.32 | — | 9.91 | 1.56 | 0.33 | 0.33 | 0.33 | 3.48 | 408,114 | 525 | |||||||||||||||||
03-31-13 | 9.90 | 0.37 • | 0.32 | 0.69 | 0.51 | — | — | 0.51 | — | 10.08 | 7.04 | 0.42 | 0.42 | 0.42 | 3.64 | 531,681 | 490 | |||||||||||||||||
03-31-12 | 9.53 | 0.41 | 0.42 | 0.83 | 0.46 | — | — | 0.46 | — | 9.90 | 8.90 | 0.40 | 0.40 | 0.40 | 4.26 | 331,423 | 500 | |||||||||||||||||
03-31-11 | 9.23 | 0.50 | 0.26 | 0.76 | 0.46 | — | — | 0.46 | — | 9.53 | 8.35 | 0.38 | 0.38 † | 0.38 † | 5.25 † | 332,193 | 384 | |||||||||||||||||
Class O | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.09 | 0.31 | (0.19) | 0.12 | 0.29 | — | — | 0.29 | — | 9.92 | 1.21 | 0.70 | 0.70 | 0.70 | 3.09 | 37,673 | 525 | |||||||||||||||||
03-31-13 | 9.90 | 0.34 • | 0.33 | 0.67 | 0.48 | — | — | 0.48 | — | 10.09 | 6.83 | 0.70 | 0.70 | 0.70 | 3.38 | 41,596 | 490 | |||||||||||||||||
03-31-12 | 9.54 | 0.39 | 0.40 | 0.79 | 0.43 | — | — | 0.43 | — | 9.90 | 8.49 | 0.68 | 0.68 | 0.68 | 3.98 | 42,500 | 500 | |||||||||||||||||
03-31-11 | 9.24 | 0.47 • | 0.26 | 0.73 | 0.43 | — | — | 0.43 | — | 9.54 | 8.00 | 0.68 | 0.68 † | 0.68 † | 4.96 † | 41,335 | 384 | |||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.10 | 0.30 | (0.20) | 0.10 | 0.27 | — | — | 0.27 | — | 9.93 | 0.96 | 0.95 | 0.95 | 0.95 | 2.82 | 11,139 | 525 | |||||||||||||||||
03-31-13 | 9.91 | 0.30 | 0.35 | 0.65 | 0.46 | — | — | 0.46 | — | 10.10 | 6.57 | 0.95 | 0.95 | 0.95 | 3.14 | 14,401 | 490 | |||||||||||||||||
03-31-12 | 9.54 | 0.35 | 0.43 | 0.78 | 0.41 | — | — | 0.41 | — | 9.91 | 8.33 | 0.93 | 0.93 | 0.93 | 3.73 | 12,323 | 500 | |||||||||||||||||
03-31-11 | 9.24 | 0.45 • | 0.25 | 0.70 | 0.40 | — | — | 0.40 | — | 9.54 | 7.72 | 0.93 | 0.93 † | 0.93 † | 4.72 † | 14,339 | 384 |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From net investment income | From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3) |
Expenses
net of fee waivers
and/or recoupments, if any (2)(3) |
Expenses
net of all
reductions/additions (2)(3) |
Net
investment income
(loss) (2)(3) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Class W | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.07 | 0.33 • | (0.19) | 0.14 | 0.31 | — | — | 0.31 | — | 9.90 | 1.46 | 0.45 | 0.45 | 0.45 | 3.39 | 354,894 | 525 | |||||||||||||||||
03-31-13 | 9.89 | 0.37 • | 0.32 | 0.69 | 0.51 | — | — | 0.51 | — | 10.07 | 7.04 | 0.45 | 0.45 | 0.45 | 3.64 | 225,738 | 490 | |||||||||||||||||
03-31-12 | 9.52 | 0.40 • | 0.53 | 0.93 | 0.56 | — | — | 0.56 | — | 9.89 | 10.09 | 0.43 | 0.43 | 0.43 | 4.17 | 108,016 | 500 | |||||||||||||||||
03-31-11 | 9.22 | 0.48 | 0.27 | 0.75 | 0.45 | — | — | 0.45 | — | 9.52 | 8.29 | 0.43 | 0.43 † | 0.43 † | 5.21 † | 2,276 | 384 | |||||||||||||||||
Voya Short Term Bond Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.01 | 0.11 • | 0.03 | 0.14 | 0.14 | — | — | 0.14 | — | 10.01 | 1.43 | 0.91 | 0.80 | 0.80 | 1.12 | 173 | 116 | |||||||||||||||||
12-19-12 (4) - 03-31-13 | 10.00 | 0.02 | (0.01) | 0.01 | 0.00* | — | — | 0.00* | — | 10.01 | 0.13 | 2.39 | 0.80 | 0.80 | 0.63 | 4 | 85 | |||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 9.99 | 0.03 | 0.04 | 0.07 | 0.04 | — | — | 0.04 | — | 10.02 | 0.73 | 1.66 | 1.55 | 1.55 | 0.35 | 352 | 116 | |||||||||||||||||
12-19-12 (4) - 03-31-13 | 10.00 | (0.01) | 0.00* | (0.01) | — | — | — | — | — | 9.99 | (0.10) | 3.14 | 1.55 | 1.55 | (0.39) | 3 | 85 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.00 | 0.11 • | 0.06 | 0.17 | 0.15 | — | — | 0.15 | — | 10.02 | 1.74 | 0.61 | 0.50 | 0.50 | 1.13 | 4,419 | 116 | |||||||||||||||||
12-19-12 (4) - 03-31-13 | 10.00 | 0.02 | 0.00* | 0.02 | 0.02 | — | — | 0.02 | — | 10.00 | 0.22 | 0.61 | 0.50 | 0.50 | 0.84 | 177,653 | 85 | |||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||
07-31-14 (4) - 03-31-15 | ||||||||||||||||||||||||||||||||||
Class W | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.01 | 0.12 | 0.05 | 0.17 | 0.16 | — | — | 0.16 | — | 10.02 | 1.70 | 0.66 | 0.55 | 0.55 | 1.24 | 3 | 116 | |||||||||||||||||
12-19-12 (4) - 03-31-13 | 10.00 | 0.02 | 0.00* | 0.02 | 0.01 | — | — | 0.01 | — | 10.01 | 0.17 | 2.14 | 0.55 | 0.55 | 0.59 | 3 | 85 |
(1) | Total return is calculated assuming reinvestment of all dividends, capital gain distributions, and return of capital distributions, if any, at net asset value and excluding the deduction of sales charges or contingent deferred sales charges, if applicable. Total return for periods less than one year is not annualized. |
(2) | Annualized for periods less than one year. |
(3) | Ratios reflect operating expenses of a Fund. Expenses before reductions/additions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by a Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by a Fund. Net investment income (loss) is net of all such additions or reductions. |
(4) | Commencement of operations. |
• | Calculated using average number of shares outstanding throughout the period. |
† | Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.005% impact on the expense ratio and net investment income or loss ratio. |
* | Amount is less than $0.005 or 0.005% or more than $(0.005) or (0.005)%. |
Voya Funds Trust | 811-8895 |
Voya Floating
Rate Fund
Voya GNMA Income Fund Voya High Yield Bond Fund Voya Intermediate Bond Fund Voya Short Term Bond Fund |
|
Go Paperless with E-Delivery! |
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Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs. | ||
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PRO-08895 | (0715-073115) |
• | Voya Floating Rate Fund |
• | Voya Intermediate Bond Fund |
• | Voya Short Term Bond Fund |
|
E-Delivery Sign-up – details on back cover |
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Back Cover |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
R6 | None | None |
Class | R6 |
Management Fee 1 | 0.65% |
Distribution and/or Shareholder Services (12b-1) Fees | None |
Other Expenses 2 | [ ] |
Total Annual Fund Operating Expenses | [ ] |
Waivers and Reimbursements 3 | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | [ ] |
1 | The portion of the management fee attributable to the advisory services is 0.55% and the portion of the management fee attributable to the administrative services is 0.10%. |
2 | Other Expenses are based on estimated amounts for the current fiscal year. |
3 | The adviser is contractually obligated to limit expenses to [ ]% through [August 1, 2016]. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
R6 | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | -1.22 | N/A | N/A | 3.86 | 08/17/10 |
After tax on distributions | N/A | N/A | ||||
After tax on distributions with sale | N/A | N/A | ||||
S&P/LSTA Leveraged Loan Index 1 | % | 1.60 | N/A | N/A | 5.18 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Jeffrey
A. Bakalar
Portfolio Manager (since 08/10) |
Daniel
A. Norman
Portfolio Manager (since 08/10) |
Class | R6 |
Certain institutional accounts | $1,000,000 |
Certain retirement plans | None |
Non-qualified deferred compensation plans | None |
Certain omnibus accounts | N/A |
Pre-Authorized Investment Plan | N/A |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
R6 | None | None |
Class | R6 | |
Management Fee 1 | % | 0.27 |
Distribution and/or Shareholder Services (12b-1) Fees | % | None |
Other Expenses 2 | % | [ ] |
Acquired Fund Fees and Expenses | % | [ ] |
Total Annual Fund Operating Expenses 3 | % | [ ] |
Waivers and Reimbursements 4 | % | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] |
1 | The portion of the management fee attributable to the advisory services is 0.17% and the portion of the management fee attributable to the administrative services is 0.10%. |
2 | Other Expenses are based on estimated amounts for the current fiscal year. |
3 | Total Annual Fund Operating Expenses shown may be higher than the Fund's ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses. |
4 | The adviser is contractually obligated to limit expenses to 0.50% through [August 1, 2016.] The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
R6 | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class R6 before taxes | % | 6.89 | N/A | N/A | 3.78 | 05/31/13 |
After tax on distributions |
N/A
|
N/A | ||||
After tax on distributions with sale | N/A | N/A | ||||
Barclays U.S. Aggregate Bond Index 1 | % | 5.97 |
N/A
|
N/A | 2.99 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Christine
Hurtsellers, CFA
Portfolio Manager (since 01/09) |
Matthew
Toms, CFA
Portfolio Manager (since 08/10) |
Class | R6 |
Certain institutional accounts | $1,000,000 |
Certain retirement plans | None |
Non-qualified deferred compensation plans | None |
Certain omnibus accounts | N/A |
Pre-Authorized Investment Plan | N/A |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
R6 | None | None |
Class | R6 | |
Management Fee 1 | % | 0.45 |
Distribution and/or Shareholder Services (12b-1) Fees | % | None |
Other Expenses 2 | % | [ ] |
Total Annual Fund Operating Expenses | % | [ ] |
Waivers and Reimbursements 3 | % | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] |
1 | The portion of the management fee attributable to the advisory services is 0.35% and the portion of the management fee attributable to the administrative services is 0.10%. |
2 | Other Expenses are based on estimated amounts for the current fiscal year. |
3 | The adviser is contractually obligated to limit expenses to 0.47% through [August 1, 2016.] The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
R6 | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class R6 before taxes | % | 1.24 | N/A | N/A | 1.57 | 07/31/13 |
After tax on distributions | N/A | N/A | ||||
After tax on distributions with sale | N/A | N/A | ||||
Barclays U.S. 1-3 Year Government/Credit Bond Index 1 | % | 0.77 | N/A | N/A | 0.80 |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Christine
Hurtsellers, CFA
Portfolio Manager (since 05/13) |
Matthew
Toms, CFA
Portfolio Manager (since (12/12) |
Class | R6 |
Certain institutional accounts | $1,000,000 |
Certain retirement plans | None |
Non-qualified deferred compensation plans | None |
Certain omnibus accounts | N/A |
Pre-Authorized Investment Plan | N/A |
Management Fee | |
Voya Floating Rate Fund | 0.55% |
Voya Intermediate Bond Fund | 0.17% |
Voya Short Term Bond Fund | 0.35% |
Class R6 | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | None |
Purchase Maximum | None |
Minimum Initial Purchase/Minimum Account Size* | $1,000,000/$1,000,000 |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
• | Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity individual trading characteristics and other market data. |
• | Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers. |
• | Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes. |
• | Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse. |
• | Over-the-counter swap agreements are valued using a price provided by an independent pricing service. |
• | Forward foreign currency contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and each Fund’s forward foreign currency contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service. |
• | Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers. |
• | Name; |
• | Date of birth (for individuals); |
• | Physical residential address (although post office boxes are still permitted for mailing); and |
• | Social Security number, taxpayer identification number, or other identifying number. |
Minimum Investments | Class | Initial Purchase | Subsequent Purchases |
Certain institutional accounts | R6 | $1,000,000 | No minimum |
Certain retirement plans | R6 | None | No minimum |
Non-qualified deferred compensation plan | R6 | None | No minimum |
Certain omnibus accounts | N/A | N/A | N/A |
Pre-Authorized Investment Plan | N/A | N/A | N/A |
Buying Shares | Opening an Account | Adding to an Account |
By Contacting Your Financial Intermediary | A financial intermediary with an authorized firm can help you establish and maintain your account. | Contact your financial intermediary. |
By Mail | Make your check payable to Voya Investment Management and mail it with a completed Account Application. Please indicate your financial intermediary on the New Account Application. | Fill out the Account Additions form at the bottom of your account statement and mail it along with your check payable to Voya Investment Management to the address on the account statement. Please write your account number on the check. |
By Wire |
Call
Shareholder Services at 1-800-992-0180 to obtain an account number and indicate your financial intermediary on the account.
ABA # 011001234 credit to: BNY Mellon Investment Servicing (U.S.) Inc. as Agent for Voya mutual funds A/C #0000733938; for further credit to Shareholder A/C # (A/C # you received over the telephone) Shareholder Name: (Your Name Here) Voya Investment Management P.O. Box 9772 Providence, RI 02940-9772 |
Wire the funds in the same manner described under “Opening an Account.” |
Selling Shares | To Sell Some or All of Your Shares |
By Contacting Your Financial Intermediary | You may sell shares by contacting your financial intermediary. Financial intermediaries may charge for their services in connection with your redemption request but neither the Fund nor the Distributor imposes any such charge. |
By Mail |
Send
a written request specifying the Fund name and share class, your account number, the name(s) in which the account is registered, and the dollar value or number of shares you wish to redeem to:
P.O. Box 9772 Providence, RI 02940-9772 |
By Telephone - Expedited Redemption |
You
may sell shares by telephone on all accounts, other than retirement accounts, unless you check the box on the Account Application which signifies that you do not wish to use telephone redemptions. To redeem by telephone, call a Shareholder Services
Representative at 1-800-992-0180.
|
• | Any shareholder or financial adviser who initiated exchanges among all their accounts with the Funds within thirty (30) calendar days of a previous exchange. All exchanges occurring on the same day for all accounts (individual, IRA, 401(k), etc.) beneficially owned by the same shareholder will be treated as a single transaction for purposes of this policy; |
• | Trading deemed harmful or excessive by the Funds (including but not limited to patterns of purchases and redemptions), in their sole discretion; and |
• | Trades initiated by financial advisers, among multiple shareholder accounts, that in the aggregate are deemed harmful or excessive. |
• | Purchases and sales of Fund shares in the amount of $5,000 or less; |
• | Transfers associated with systematic purchases or redemptions; |
• | Purchases and sales of funds that affirmatively permit short-term trading; |
• | Rebalancing to facilitate fund-of-fund arrangements or the Funds' systematic exchange privileges; |
• | Purchases or sales initiated by Voya mutual funds; and |
• | Transactions subject to the trading policy of an intermediary that the Funds deem materially similar to the Funds' policy. |
• | Upon the first violation of this policy in a calendar year, purchase and exchange privileges shall be suspended for ninety (90) days. For example, if an exchange is initiated on February 1st, and a second exchange is initiated on February 15th, trading privileges shall be suspended for ninety (90) days from February 1st. |
• | Upon a second violation in a calendar year, purchase and exchange privileges shall be suspended for one hundred and eighty (180) days. |
• | No purchases or exchanges will be permitted in the account and all related accounts bearing the same Tax ID or equivalent identifier. |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From
net investment
income |
From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3) |
Expenses
net of fee waivers
and/or recoupments, if any (2)(3) |
Expenses
net of all
reductions/additions (2)(3) |
Net
investment income
(loss) (2)(3) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Floating Rate Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.28 | 0.38 • | (0.02) | 0.36 | 0.40 | 0.01 | 0.01 | 0.42 | — | 10.22 | 3.58 | 1.08 | 1.01 | 1.01 | 3.71 | 98,669 | 124 | |||||||||||||||||
03-31-13 | 10.10 | 0.52 • | 0.21 | 0.73 | 0.53 | 0.02 | — | 0.55 | — | 10.28 | 7.41 | 1.11 | 1.01 | 1.01 | 5.08 | 35,918 | 101 | |||||||||||||||||
03-31-12 | 10.26 | 0.43 • | (0.08) | 0.35 | 0.45 | 0.06 | — | 0.51 | — | 10.10 | 3.58 | 1.12 | 1.01 | 1.01 | 4.23 | 10,266 | 79 | |||||||||||||||||
08-17-10 (4) - 03-31-11 | 10.00 | 0.21 • | 0.25 | 0.46 | 0.19 | 0.01 | — | 0.20 | — | 10.26 | 4.57 | 1.30 | 1.02 | 1.02 | 3.49 | 18,411 | 73 | |||||||||||||||||
Voya Intermediate Bond Fund | ||||||||||||||||||||||||||||||||||
Class R6 | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
05-31-13 (4) -03-31-14 | 10.02 | 0.29 • | (0.13) | 0.16 | 0.27 | — | — | 0.27 | — | 9.91 | 1.67 | 0.33 | 0.33 | 0.33 | 3.52 | 241,001 | 525 | |||||||||||||||||
Voya Short Term Bond Fund | ||||||||||||||||||||||||||||||||||
Class R6 | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
07-31-13 (4) -03-31-14 | 9.98 | 0.09 • | 0.06 | 0.15 | 0.11 | — | — | 0.11 | — | 10.02 | 1.49 | 0.55 | 0.47 | 0.47 | 1.31 | 169,497 | 116 |
(1) | Total return is calculated assuming reinvestment of all dividends, capital gain distributions, and return of capital distributions, if any, at net asset value. Total return for periods less than one year is not annualized. |
(2) | Annualized for periods less than one year. |
(3) | Ratios reflect operating expenses of a Fund. Expenses before reductions/additions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by a Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by a Fund. Net investment income (loss) is net of all such additions or reductions. |
(4) | Commencement of operations. |
• | Calculated using average number of shares outstanding throughout the period. |
Voya Funds Trust | 811-8895 |
Voya
Floating Rate Fund
Voya Intermediate Bond Fund Voya Short Term Bond Fund |
|
Go Paperless with E-Delivery! |
|
Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs. | ||
Just go to www.voyainvestments.com/investor, click on the E-Delivery icon from the home page, follow the directions and complete the quick 4 Steps to Enroll. | ||
You will be notified by e-mail when these communications become available on the Internet. Documents that are not available on the Internet will continue to be sent by mail. |
PRO-08895-R6 | (0715-073115) |
• | Voya Strategic Income Opportunities Fund |
|
E-Delivery Sign-up – details on back cover |
SUMMARY SECTION | |
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Back Cover |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
A | 2.50 | None 1 |
C | None | 1.00 |
I | None | None |
R | None | None |
W | None | None |
Class | A | C | I | R | W | |
Management Fees 2 | % | 0.65 | 0.65 | 0.65 | 0.65 | 0.65 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 1.00 | None | 0.50 | None |
Other Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Acquired Fund Fees and Expenses | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses 3 | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Waivers and Reimbursements 4 | % | [ ] | [ ] | [ ] | [ ] | [ ] |
Total Annual Fund Operating Expenses After Waivers and Reimbursements | % | [ ] | [ ] | [ ] | [ ] | [ ] |
1 | A contingent deferred sales charge of 1.00% is assessed on certain redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1 million or more. |
2 | The portion of the management fee attributable to the advisory services is 0.55% and the portion of the management fee attributable to the administrative services is 0.10%. |
3 | Total Annual Fund Operating Expenses shown may be higher than the Fund’s ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses. |
4 | The adviser is contractually obligated to limit expenses to 1.15%, 1.90%, [0.72]%, 1.40%, and 0.90% for Class A, Class C, Class I, Class R, and Class W shares, respectively, through [August 1, 2016.] The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. |
This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
A | Sold or Held | $ | ||||
C | Sold | $ | ||||
Held | $ | |||||
I | Sold or Held | $ | ||||
R | Sold or Held | $ | ||||
W | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | 1.37 | N/A | N/A | 1.62 | 11/02/12 |
After tax on distributions | N/A | N/A | ||||
After tax on distributions with sale | N/A | N/A | ||||
Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index 1,2 | % | 0.23 | N/A | N/A | 0.27 | |
Barclays U.S. Universal Bond Index 1,2 | % | 5.56 | N/A | N/A | 2.08 | |
Class C before taxes | % | 1.91 | N/A | N/A | 1.91 | 11/02/12 |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index 1,2 | % | 0.23 | N/A | N/A | 0.27 | |
Barclays U.S. Universal Bond Index 1,2 | % | 5.56 | N/A | N/A | 2.08 | |
Class I before taxes | % | 3.98 | N/A | N/A | 3.02 | 11/02/12 |
Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index 1,2 | % | 0.23 | N/A | N/A | 0.27 | |
Barclays U.S. Universal Bond Index 1,2 | % | 5.56 | N/A | N/A | 2.08 | |
Class R before taxes | % | 3.16 | N/A | N/A | 2.34 | 11/02/12 |
Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index 1,2 | % | 0.23 | N/A | N/A | 0.27 | |
Barclays U.S. Universal Bond Index 1,2 | % | 5.56 | N/A | N/A | 2.08 | |
Class W before taxes | % | 3.72 | N/A | N/A | 2.74 | 11/02/12 |
Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index 1,2 | % | 0.23 | N/A | N/A | 0.27 | |
Barclays U.S. Universal Bond Index 1,2 | % | 5.56 | N/A | N/A | 2.08 |
1 | On December 1, 2014 the Fund changed its primary benchmark from the Barclays U.S. Universal Bond Index to the Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index because the Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index is considered by the adviser to be a more appropriate benchmark. |
2 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Christine
Hurtsellers, CFA
Portfolio Manager (since 11/12) |
Matthew
Toms, CFA
Portfolio Manager (since 11/12) |
Class | A, C | I | R | W | |
Non-retirement accounts | $ | 1,000 | 250,000 | — | 1,000 |
Retirement accounts | $ | 250 | 250,000 | — | 1,000 |
Certain omnibus accounts | $ | 250 | — | — | — |
Pre-Authorized Investment Plan | $ | 1,000 | 250,000 | — | 1,000 |
Management Fee | |
Voya Strategic Income Opportunities Fund | 0.55% |
Class A | |
Initial Sales Charge | Up to 2.50% (reduced for purchases of $100,000 or more and eliminated for purchases of $1 million or more) |
Contingent Deferred Sales Charge | None (except that with respect to purchases of $1 million or more for which the initial sales charge was waived, a charge of 1.00% applies to redemptions made within 18 months) |
Distribution and/or Shareholder Services (12b-1) Fees | 0.25% annually |
Purchase Maximum | None |
Minimum Initial Purchase/Minimum Account Size | $1,000 ($250 for IRAs)/$1,000 ($250 for IRAs) |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | $5,000 |
Conversion | None |
Class C | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | 1.00% if the shares are sold within one year from the date of purchase |
Distribution and/or Shareholder Services (12b-1) Fees | 1.00% annually |
Purchase Maximum | $1,000,000 |
Minimum Initial Purchase/Minimum Account Size | $1,000 ($250 for IRAs)/$1,000 ($250 for IRAs) |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | $5,000 |
Conversion | None |
Class I | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | None |
Purchase Maximum | None |
Minimum Initial Purchase 1, */Minimum Account Size | $250,000/$250,000 |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
Class R | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | 0.50% annually |
Purchase Maximum | None |
Minimum Initial Purchase/Minimum Account Size | None/None |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
1 | There is no minimum initial investment requirement for qualified retirement plans or other defined contribution plans and defined benefit plans that invest in the Voya funds through omnibus arrangements. |
* | Minimum investment amounts may not be waived for individual accounts that are managed by an investment adviser representative, as defined in Rule 203A-3(a) under the Investment Advisers Act of 1940. |
Fund | Class A | Class C | Class R |
Voya Strategic Income Opportunities | 0.25% | 1.00% | 0.50% |
Your Investment |
As
a % of
the offering price |
As
a % of net
asset value |
Less than $100,000 | 2.50 | 2.56 |
$100,000 - $499,999 | 2.00 | 2.04 |
$500,000 - $999,999 | 1.25 | 1.27 |
$1,000,000 and over 1 | N/A | N/A |
1 | See “Contingent Deferred Sales Charges (”CDSCs“) - Class A Shares” below. |
Years after purchase | CDSC on shares being sold |
1st year | 1.00% |
After 1st year | none |
• | Letter of Intent — lets you purchase shares over a 13-month period and pay the same sales charge as if the shares had all been purchased at once; |
• | Rights of Accumulation — lets you add the value of shares of any open-end Voya mutual fund (excluding Voya Money Market Fund) you already own to the amount of your next purchase for purposes of calculating the sales charge; or |
• | Combination Privilege — shares held by investors in the Voya mutual funds which impose a CDSC may be combined with Class A shares for a reduced sales charge. |
• | Reinstatement Privilege — If you sell Class A shares of the Fund (or shares of other Voya mutual funds managed by the Adviser) and reinvest any of the proceeds in Class A shares of another Voya mutual fund within 90 days. For additional information regarding the reinstatement privilege, contact a Shareholder Services Representative or see the SAI; or |
• | Purchases by Certain Accounts — Class A shares may be purchased at NAV by certain fee-based programs offered through selected registered investment advisers, broker-dealers, and other financial intermediaries. Class A shares may also be purchased at NAV by shareholders that purchase the Fund through a financial intermediary that offers our Class A shares uniformly on a “no load” (or reduced load) basis to you and all similarly situated customers of the intermediary in accordance with the intermediary's prescribed fee schedule for purchases of fund shares, including by shareholders that purchase shares through a financial intermediary that has entered into an agreement with the Distributor to offer shares to self-directed investment brokerage accounts that may or may not charge a transaction fee to its customers. |
• | Redemptions following the death or permanent disability of a shareholder if made within one year of death or the initial determination of permanent disability. The waiver is available only for shares held at the time of death or initial determination of permanent disability. |
• | Redemptions for Class C shares, pursuant to a Systematic Withdrawal Plan, up to a maximum of 12% per year of a shareholder's account value based on the value of the account at the time the plan is established and annually thereafter. |
• | Mandatory distributions from “employee benefit plans” or an Individual Retirement Account (“IRA”). |
• | Reinvestment of dividends and capital gains distributions. |
• | Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity individual trading characteristics and other market data. |
• | Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers. |
• | Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes. |
• | Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse. |
• | Over-the-counter swap agreements are valued using a price provided by an independent pricing service. |
• | Forward foreign currency contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and the Fund’s forward foreign currency contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service. |
• | Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers. |
• | Name; |
• | Date of birth (for individuals); |
• | Physical residential address (although post office boxes are still permitted for mailing); and |
• | Social Security number, taxpayer identification number, or other identifying number. |
Minimum Investments | Class | Initial Purchase | Subsequent Purchases |
Non-retirement accounts |
A/C/W
1
I 1,2 R |
$1,000
$250,000 No minimum |
No minimum |
Retirement accounts |
A/C
I 1,2 R W 1 |
$250
$250,000 No minimum $1,000 |
No minimum |
Pre-Authorized Investment Plan |
A/C/W
1
I 1,2 |
$1,000
$250,000 |
At least $100/month |
Certain omnibus accounts | A/C | $250 | No minimum |
1 | Minimum investment amounts may not be waived for individual accounts that are managed by an investment adviser representative, as defined in Rule 203A-3(a) under the Investment Advisers Act of 1940. |
2 | There is no minimum initial investment requirement for qualified retirement plans or other defined contribution plans and defined benefit plans that invest in the Voya funds through omnibus arrangements. |
Buying Shares | Opening an Account | Adding to an Account |
By Contacting Your Financial Intermediary | A financial intermediary with an authorized firm can help you establish and maintain your account. | Contact your financial intermediary. |
By Mail | Make your check payable to Voya Investment Management and mail it with a completed Account Application. Please indicate your financial intermediary on the New Account Application. | Fill out the Account Additions form at the bottom of your account statement and mail it along with your check payable to Voya Investment Management to the address on the account statement. Please write your account number on the check. |
By Wire |
Call
Shareholder Services at 1-800-992-0180 to obtain an account number and indicate your financial intermediary on the account.
ABA # 011001234 credit to: BNY Mellon Investment Servicing (U.S.) Inc. as Agent for Voya mutual funds A/C #0000733938; for further credit to Shareholder A/C # (A/C # you received over the telephone) Shareholder Name: (Your Name Here) Voya Investment Management P.O. Box 9772 Providence, RI 02940-9772 |
Wire the funds in the same manner described under “Opening an Account.” |
Selling Shares | To Sell Some or All of Your Shares |
By Contacting Your Financial Intermediary | You may sell shares by contacting your financial intermediary. Financial intermediaries may charge for their services in connection with your redemption request but neither the Fund nor the Distributor imposes any such charge. |
By Mail |
Send
a written request specifying the Fund name and share class, your account number, the name(s) in which the account is registered, and the dollar value or number of shares you wish to redeem to:
P.O. Box 9772 Providence, RI 02940-9772 |
By Telephone - Expedited Redemption |
You
may sell shares by telephone on all accounts, other than retirement accounts, unless you check the box on the Account Application which signifies that you do not wish to use telephone redemptions. To redeem by telephone, call a Shareholder Services
Representative at 1-800-992-0180.
|
• | Your account must have a current value of at least $10,000. |
• | Minimum withdrawal amount is $100. |
• | You may choose from monthly, quarterly, semi-annual or annual payments. |
• | Your account must have a current value of at least $250,000 or $1,000 for Class I and Class W shares, respectively. |
• | Minimum withdrawal amount is $1,000. |
• | You may choose from monthly, quarterly, semi-annual or annual payments. |
• | Any shareholder or financial adviser initiated exchanges among all their accounts with the Fund within thirty (30) calendar days of a previous exchange. All exchanges occurring on the same day for all accounts (individual, IRA, 401(k), etc.) beneficially owned by the same shareholder will be treated as a single transaction for purposes of this policy; |
• | Trading deemed harmful or excessive by the Fund (including but not limited to patterns of purchases and redemptions), in its sole discretion; and |
• | Trades initiated by financial advisers, among multiple shareholder accounts, that in the aggregate are deemed harmful or excessive. |
• | Purchases and sales of Fund shares in the amount of $5,000 or less; |
• | Transfers associated with systematic purchases or redemptions; |
• | Purchases and sales of funds that affirmatively permit short-term trading; |
• | Rebalancing to facilitate fund-of-fund arrangements or the Fund's or Underlying Funds' systematic exchange privileges; |
• | Purchases or sales initiated by Voya mutual funds; and |
• | Transactions subject to the trading policy of an intermediary that the Fund deems materially similar to the Fund's policy. |
• | Upon the first violation of this policy in a calendar year, purchase and exchange privileges shall be suspended for ninety (90) days. For example, if an exchange is initiated on February 1st, and a second exchange is initiated on February 15th, trading privileges shall be suspended for ninety (90) days from February 1st. |
• | Upon a second violation in a calendar year, purchase and exchange privileges shall be suspended for one hundred and eighty (180) days. |
• | No purchases or exchanges will be permitted in the account and all related accounts bearing the same tax ID or equivalent identifier. |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From
net investment
income |
From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3)(4) |
Expenses,
net of fee waivers
and/or recoupments, if any (2)(3)(4) |
Expenses
net of all
reductions/additions (2)(3)(4) |
Net
investment income
(loss) (2)(3)(4) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Strategic Income Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.16 | 0.50 • | (0.29) | 0.21 | 0.44 | — | — | 0.44 | — | 9.93 | 2.21 | 4.23 | 0.87 | 0.87 | 5.11 | 309 | 338 | |||||||||||||||||
11-02-12 (5) - 03-31-13 | 10.00 | 0.12 | 0.10 | 0.22 | 0.06 | — | — | 0.06 | — | 10.16 | 2.21 | 3.78 | 0.83 | 0.83 | 3.26 | 4 | 193 | |||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.14 | 0.36 • | (0.25) | 0.11 | 0.39 | — | — | 0.39 | — | 9.86 | 1.18 | 4.98 | 1.62 | 1.62 | 3.63 | 48 | 338 | |||||||||||||||||
11-02-12 (5) - 03-31-13 | 10.00 | 0.11 | 0.08 | 0.19 | 0.05 | — | — | 0.05 | — | 10.14 | 1.91 | 4.53 | 1.58 | 1.58 | 2.69 | 3 | 193 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.17 | 0.44 | (0.22) | 0.22 | 0.45 | — | — | 0.45 | — | 9.94 | 2.26 | 3.84 | 0.48 | 0.48 | 4.42 | 5,264 | 338 | |||||||||||||||||
11-02-12 (5) - 03-31-13 | 10.00 | 0.16 | 0.08 | 0.24 | 0.07 | — | — | 0.07 | — | 10.17 | 2.36 | 3.33 | 0.38 | 0.38 | 3.87 | 5,107 | 193 | |||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.15 | 0.38 | (0.23) | 0.15 | 0.39 | — | — | 0.39 | — | 9.91 | 1.57 | 4.48 | 1.12 | 1.12 | 3.77 | 3 | 338 | |||||||||||||||||
11-02-12 (5) - 03-31-13 | 10.00 | 0.13 | 0.08 | 0.21 | 0.06 | — | — | 0.06 | — | 10.15 | 2.08 | 4.03 | 1.08 | 1.08 | 3.20 | 3 | 193 | |||||||||||||||||
Class W | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.17 | 0.43 • | (0.26) | 0.17 | 0.45 | — | — | 0.45 | — | 9.89 | 1.72 | 3.98 | 0.62 | 0.62 | 4.29 | 3 | 338 | |||||||||||||||||
11-02-12 (5) - 03-31-13 | 10.00 | 0.15 | 0.09 | 0.24 | 0.07 | — | — | 0.07 | — | 10.17 | 2.36 | 3.53 | 0.58 | 0.58 | 3.68 | 3 | 193 |
(1) | Total return is calculated assuming reinvestment of all dividends, capital gain distributions, and return of capital distributions, if any, at net asset value and excluding the deduction of sales charges or contingent deferred sales charges, if applicable. Total return for periods less than one year is not annualized. |
(2) | Annualized for periods less than one year. |
(3) | Ratios reflect operating expenses of the Fund. Expenses before reductions/additions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by the Fund. Net investment income (loss) is net of all such additions or reductions. |
(4) | Ratios do not include expenses of Underlying Funds. |
(5) | Commencement of operations. |
• | Calculated using average number of shares outstanding throughout the period. |
Voya Funds Trust | 811-8895 |
Voya Strategic Income Opportunities Fund |
|
Go Paperless with E-Delivery! |
|
Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs. | ||
Just go to www.voyainvestments.com/investor, click on the E-Delivery icon from the home page, follow the directions and complete the quick 4 Steps to Enroll. | ||
You will be notified by e-mail when these communications become available on the Internet. Documents that are not available on the Internet will continue to be sent by mail. |
PRO-473423 | (0715-073115) |
• | Voya Strategic Income Opportunities Fund |
|
E-Delivery Sign-up – details on back cover |
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Back Cover |
Class | Maximum sales charge (load) as a % of offering price | Maximum deferred sales charge as a % of purchase or sales price, whichever is less |
R6 | None | None |
Class | R6 |
Management Fees 1 | 0.65% |
Distribution and/or Shareholder Services (12b-1) Fees | None |
Other Expenses 2 | |
Acquired Fund Fees and Expenses | |
Total Annual Fund Operating Expenses 3 | |
Waivers and Reimbursements 4 | |
Total Annual Fund Operating Expenses After Waivers and Reimbursements |
1 | The portion of the management fee attributable to the advisory services is 0.55% and the portion of the management fee attributable to the administrative services is 0.10%. |
2 | Other Expenses are based on estimated amounts for the current fiscal year. |
3 | Total Annual Fund Operating Expenses shown may be higher than the Fund’s ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses. |
4 | The adviser is contractually obligated to limit expenses to [ ]% through [August 1, 2016]. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Fund’s board. |
Class | Share Status | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
R6 | Sold or Held | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class A before taxes | % | 1.37 | N/A | N/A | 1.62 | 11/02/12 |
After tax on distributions | N/A | N/A | ||||
After tax on distributions with sale | N/A | N/A | ||||
Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index 1,2 | % | 0.23 | N/A | N/A | 0.27 | |
Barclays U.S. Universal Bond Index 1,2 | % | 5.56 | N/A | N/A | 2.08 |
1 | On December 1, 2014 the Fund changed its primary benchmark from the Barclays U.S. Universal Bond Index to the Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index because the Bank of America Merrill Lynch U.S. Dollar Three-Month LIBOR Constant Maturity Index is considered by the adviser to be a more appropriate benchmark. |
2 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Christine
Hurtsellers, CFA
Portfolio Manager (since 11/12) |
Matthew
Toms, CFA
Portfolio Manager (since 11/12) |
Class | R6 |
Certain institutional accounts | $1,000,000 |
Certain retirement plans | None |
Non-qualified deferred compensation plans | None |
Certain omnibus accounts | N/A |
Pre-Authorized Investment Plan | N/A |
Management Fee | |
Voya Strategic Income Opportunities Fund | 0.55% |
Class R6 | |
Initial Sales Charge | None |
Contingent Deferred Sales Charge | None |
Distribution and/or Shareholder Services (12b-1) Fees | None |
Purchase Maximum | None |
Minimum Initial Purchase/Minimum Account Size* | $1,000,000/$1,000,000 |
Minimum Subsequent Purchases | None |
Minimum Initial Account Balance for Systematic Exchange Privilege | None |
Conversion | None |
• | Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity individual trading characteristics and other market data. |
• | Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers. |
• | Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes. |
• | Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse. |
• | Over-the-counter swap agreements are valued using a price provided by an independent pricing service. |
• | Forward foreign currency contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and the Fund’s forward foreign currency contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service. |
• | Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers. |
• | Name; |
• | Date of birth (for individuals); |
• | Physical residential address (although post office boxes are still permitted for mailing); and |
• | Social Security number, taxpayer identification number, or other identifying number. |
Minimum Investments | Class | Initial Purchase | Subsequent Purchases |
Certain institutional accounts | R6 | $1,000,000 | No minimum |
Certain retirement plans | R6 | None | No minimum |
Non-qualified deferred compensation plan | R6 | None | No minimum |
Certain omnibus accounts | N/A | N/A | N/A |
Pre-Authorized Investment Plan | N/A | N/A | N/A |
Buying Shares | Opening an Account | Adding to an Account |
By Contacting Your Financial Intermediary | A financial intermediary with an authorized firm can help you establish and maintain your account. | Contact your financial intermediary. |
By Mail | Make your check payable to Voya Investment Management and mail it with a completed Account Application. Please indicate your financial intermediary on the New Account Application. | Fill out the Account Additions form at the bottom of your account statement and mail it along with your check payable to Voya Investment Management to the address on the account statement. Please write your account number on the check. |
By Wire |
Call
Shareholder Services at 1-800-992-0180 to obtain an account number and indicate your financial intermediary on the account.
ABA # 011001234 credit to: BNY Mellon Investment Servicing (U.S.) Inc. as Agent for Voya mutual funds A/C #0000733938; for further credit to Shareholder A/C # (A/C # you received over the telephone) Shareholder Name: (Your Name Here) Voya Investment Management P.O. Box 9772 Providence, RI 02940-9772 |
Wire the funds in the same manner described under “Opening an Account.” |
Selling Shares | To Sell Some or All of Your Shares |
By Contacting Your Financial Intermediary | You may sell shares by contacting your financial intermediary. Financial intermediaries may charge for their services in connection with your redemption request but neither the Fund nor the Distributor imposes any such charge. |
By Mail |
Send
a written request specifying the Fund name and share class, your account number, the name(s) in which the account is registered, and the dollar value or number of shares you wish to redeem to:
P.O. Box 9772 Providence, RI 02940-9772 |
By Telephone - Expedited Redemption |
You
may sell shares by telephone on all accounts, other than retirement accounts, unless you check the box on the Account Application which signifies that you do not wish to use telephone redemptions. To redeem by telephone, call a Shareholder Services
Representative at 1-800-992-0180.
|
• | Any shareholder or financial adviser initiated exchanges among all their accounts with the Fund within thirty (30) calendar days of a previous exchange. All exchanges occurring on the same day for all accounts (individual, IRA, 401(k), etc.) beneficially owned by the same shareholder will be treated as a single transaction for purposes of this policy; |
• | Trading deemed harmful or excessive by the Fund (including but not limited to patterns of purchases and redemptions), in its sole discretion; and |
• | Trades initiated by financial advisers, among multiple shareholder accounts, that in the aggregate are deemed harmful or excessive. |
• | Purchases and sales of Fund shares in the amount of $5,000 or less; |
• | Transfers associated with systematic purchases or redemptions; |
• | Purchases and sales of funds that affirmatively permit short-term trading; |
• | Rebalancing to facilitate fund-of-fund arrangements or the Fund's or Underlying Funds' systematic exchange privileges; |
• | Purchases or sales initiated by Voya mutual funds; and |
• | Transactions subject to the trading policy of an intermediary that the Fund deems materially similar to the Fund's policy. |
• | Upon the first violation of this policy in a calendar year, purchase and exchange privileges shall be suspended for ninety (90) days. For example, if an exchange is initiated on February 1st, and a second exchange is initiated on February 15th, trading privileges shall be suspended for ninety (90) days from February 1st. |
• | Upon a second violation in a calendar year, purchase and exchange privileges shall be suspended for one hundred and eighty (180) days. |
• | No purchases or exchanges will be permitted in the account and all related accounts bearing the same tax ID or equivalent identifier. |
Income
(loss)
from investment operations |
Less distributions | Ratios to average net assets |
Supplemental
data |
|||||||||||||||||||||||||||||||
Net
asset value, beginning
of year or period |
Net investment income (loss) |
Net
realized and unrealized
gain (loss) |
Total
from investment
operations |
From
net investment
income |
From net realized gains | From return of capital | Total distributions | Payments from distribution settlement/affiliate |
Net
asset value,
end of year or period |
Total Return (1) |
Expenses
before
reductions/additions (2)(3)(4) |
Expenses,
net of fee waivers
and/or recoupments, if any (2)(3)(4) |
Expenses
net of all
reductions/additions (2)(3)(4) |
Net
investment income
(loss) (2)(3)(4) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Strategic Income Fund | ||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||
03-31-15 | ||||||||||||||||||||||||||||||||||
03-31-14 | 10.16 | 0.50 • | (0.29) | 0.21 | 0.44 | — | — | 0.44 | — | 9.93 | 2.21 | 4.23 | 0.87 | 0.87 | 5.11 | 309 | 338 | |||||||||||||||||
11-02-12 (5) - 03-31-13 | 10.00 | 0.12 | 0.10 | 0.22 | 0.06 | — | — | 0.06 | — | 10.16 | 2.21 | 3.78 | 0.83 | 0.83 | 3.26 | 4 | 193 |
(1) | Total return is calculated assuming reinvestment of all dividends, capital gain distributions, and return of capital distributions, if any, at net asset value and excluding the deduction of sales charges or contingent deferred sales charges, if applicable. Total return for periods less than one year is not annualized. |
(2) | Annualized for periods less than one year. |
(3) | Ratios reflect operating expenses of the Fund. Expenses before reductions/additions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by the Fund. Net investment income (loss) is net of all such additions or reductions. |
(4) | Ratios do not include expenses of Underlying Funds. |
(5) | Commencement of operations. |
• | Calculated using average number of shares outstanding throughout the period. |
Voya Funds Trust | 811-8895 |
Voya Strategic Income Opportunities Fund |
|
Go Paperless with E-Delivery! |
|
Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs. | ||
Just go to www.voyainvestments.com/investor, click on the E-Delivery icon from the home page, follow the directions and complete the quick 4 Steps to Enroll. | ||
You will be notified by e-mail when these communications become available on the Internet. Documents that are not available on the Internet will continue to be sent by mail. |
PRO-47342311 | (0715-073115) |
* | Patent Pending. |
1 | Class R6 shares of the Fund are not currently being offered. |
Fund | Former Name | Date of Change |
Voya Floating Rate Fund | ING Floating Rate Fund | May 1, 2014 |
Voya GNMA Income Fund | ING GNMA Income Fund | May 1, 2014 |
Voya High Yield Bond Fund | ING High Yield Bond Fund | May 1, 2014 |
Voya Intermediate Bond Fund | ING Intermediate Bond Fund | May 1, 2014 |
Voya Investment Grade Credit Fund | ING Investment Grade Credit Fund | May 1, 2014 |
ING SPorts Core Fixed Income Fund | November 16, 2012 | |
Voya Short Term Bond Fund | ING Short Term Bond Fund | May 1, 2014 |
Asset Class/Investment Technique 1 | Voya Floating Rate | Voya GNMA Income | Voya High Yield Bond | Voya Intermediate Bond | Voya Investment Grade Credit | Voya Short Term Bond |
Equity Securities | ||||||
Common Stocks | X | X | X | X | X | |
Convertible Securities | X | X | X | X | X | |
Initial Public Offerings | X | X | X | X | X | |
Mid- and/or Small-Capitalization Companies | X | X | X | X | X | |
Other Investment Companies 2 | X | X | X | X | X | X |
Exchange-Traded Funds | X | X | X | X | X | |
Holding Company Depositary Receipts | X | X | X | X | X | |
Index-Related Securities | X | X | X | X | X | |
Preferred Stocks | X | X | X | X | X | |
Private Funds | X | X | X | X | X | |
Real Estate Securities | X | X | X | X | X | |
Stock Purchase Rights | X | X | X | X | X | |
Unseasoned Companies | X | X | X | X | X | |
Fixed-Income Investments | ||||||
Asset-Backed Securities | X | X | X | X | X | |
Corporate Asset-Backed Securities | X | X | X | X | X | |
Banking Industry Obligations, Savings Industry Obligations, and Other Short-Term Investments | X | X | X | X | X | |
Certificates of Deposit and Bankers' Acceptances | X | X | X | X | X | |
Commercial Paper | X | X | X | X | X | |
Corporate Obligations | X | X | X | X | X | |
Fixed Time Deposits | X | X | X | X | X | |
Corporate Debt Securities | X | X | X | X | X | |
Credit-Linked Notes | X | X | X | X | X | |
Floating or Variable Rate Instruments | X | X | X | X | X | X |
Government Trust Certificates | X | X | X | X | X | X |
Guaranteed Investment Contracts 3 | X | X | X | X | X | |
High-Yield Bonds | X | X | X | X | X | |
Loans | X | X | X | X | X |
Asset Class/Investment Technique 1 | Voya Floating Rate | Voya GNMA Income | Voya High Yield Bond | Voya Intermediate Bond | Voya Investment Grade Credit | Voya Short Term Bond |
Hybrid Loans | X | X | ||||
Subordinated and Unsecured Loans | X | X | ||||
Mortgage-Backed Securities | X | X | X | X | X | X |
Adjustable Rate Mortgage Securities | X | X | X | X | X | X |
Collateralized Mortgage Obligations | X | X | X | X | X | X |
Government National Mortgage Association Certificates 4 | X | X | X | X | X | X |
Interest/Principal Only Stripped Mortgage-Backed Securities | X | X | X | X | X | |
Privately Issued Mortgage-Backed Securities | X | X | X | X | X | |
Subordinated Mortgage Securities | X | X | X | X | X | |
Municipal Securities 5 | X | X | X | X | X | |
Industrial Development and Pollution Control Bonds | X | X | X | X | ||
Moral Obligation Securities | X | X | X | X | X | |
Municipal Lease Obligations and Certificates of Participation | X | X | X | X | ||
Short-Term Municipal Obligations | X | X | X | X | ||
Trust Preferred Securities | X | X | X | X | X | |
U.S. Government Securities | X | X | X | X | X | X |
Zero-Coupon Bonds and Pay-In-Kind Bonds | X | X | X | X | X | |
Foreign and Emerging Market Equity and Debt Investments | ||||||
Depositary Receipts | X | X | X | X | ||
Eurodollar and Yankee Dollar Instruments | X | X | X | X | ||
Eurodollar Convertible Securities 6 | X | X | X | X | ||
Foreign Bank Obligations | X | X | X | X | ||
Foreign Currency Transactions Securities | X | X | X | X | X | |
Foreign Mortgage-Backed Securities | X | X | X | X | X | |
Sovereign Debt Instruments/Brady Bonds | X | X | X | X | X | |
Supranational Agencies | X | X | X | X | ||
Derivative Instruments | ||||||
Forwards, Futures, and Options | ||||||
Forward and Futures Contract | X | X | X | X | X | X |
Options 7 | X | X | X | X | X | |
Exchange-Traded Options | X | X | X | X | X | |
Foreign Currency Options | X | X | X | X | X | |
Over-theCounter Options 3 | X | X | X | X | X | |
Stock Index Option | X | X | X | X | X | |
Index- and Commodity-Linked Notes and Currency- and Equity-Linked Securities | X | X | X | X | X | |
Straddles | X | X | X | X | X | |
Structured Notes | X | X | X | X | X | |
Swap Transactions and Options on Swap Transactions | X | X | X | X | X | |
Credit Default Swaps | X | X | X | X | X |
Asset Class/Investment Technique 1 | Voya Floating Rate | Voya GNMA Income | Voya High Yield Bond | Voya Intermediate Bond | Voya Investment Grade Credit | Voya Short Term Bond |
Cross-Currency Swaps | X | X | X | X | X | |
Interest Rate Swaps | X | X | X | X | X | |
Securities Swaps | X | X | X | X | X | |
Swap Options | X | X | X | X | X | |
Total Return Swaps | X | X | X | X | X | |
Synthetic Convertible Securities 3 | X | X | X | X | X | |
Warrants | X | X | X | X | X | |
Foreign Currency Warrants | X | X | X | X | X | |
Index Warrants | X | X | X | X | X | |
Investment Techniques | ||||||
Borrowing 8 | X | X | X | X | X | X |
Currency Management | X | X | X | X | X | |
Forward Commitment Transactions | X | X | X | X | X | |
Portfolio Hedging | X | X | X | X | X | |
Repurchase Agreements 3,9 | X | X | X | X | X | X |
Restricted Securities, Illiquid Securities, and Liquidity Requirements 10 | X | X | X | X | X | |
Reverse Repurchase Agreements and Dollar Roll Transactions 11 | X | X | X | X | X | X |
Securities Lending 12 | X | X | X | X | X | X |
Segregated Accounts | X | X | X | X | X | X |
Short Sales | X | X | X | X | X | |
Short Sales Against the Box | X | X | X | X | X | |
To Be Announced Sale Commitments | X | X | X | X | X | X |
When-Issued Securities and Delayed-Delivery Transactions 13 | X | X | X | X | X | X |
1 | See each Fund’s Fundamental Investment Restrictions for further information. The investment strategy contained in the Prospectuses may be modified by each Fund’s Fundamental Investment Restrictions. The Fundamental Investment Restrictions for each Fund follows this “Supplemental Description of Fund Investments and Risks.” |
2 | Subject to the limitations on investment in other investment companies under the 1940 Act. A Fund may make indirect foreign investments through other investment companies that have comparable investment objectives and policies as that Fund. Voya GNMA Income Fund may only purchase such securities in the open market and if no profit (other than the customary broker’s commission) is paid. |
3 | These investments are subject to a Fund’s limitation on investment in illiquid securities measured at the time of purchase. |
4 | Voya GNMA Income Fund will purchase “modified pass through” type Government National Mortgage Association Certificates. Voya GNMA Income Fund may purchase construction loan securities. Voya GNMA Income Fund will use principal payments to purchase additional Government National Mortgage Association Certificates or other governmental guaranteed securities. The balance of Voya GNMA Income Fund’s assets will be invested in other securities issued or guaranteed by the U.S. government, including Treasury Bills, Notes or Bonds. Voya GNMA Income Fund may also invest in repurchase agreements secured by such U.S. government securities or Government National Mortgage Association Certificates. |
5 | Voya High Yield Bond Fund and Voya Intermediate Bond Fund may purchase insured municipal debt. |
6 | Voya High Yield Bond Fund and Voya Intermediate Bond Fund may invest without limitation in Eurodollar Convertible Securities that are convertible into foreign equity securities listed or represented by American Depositary Receipts listed on either exchange or converted into publicly traded common stock of U.S. companies. |
7 | Voya Intermediate Bond Fund and Voya High Yield Bond Fund may buy or sell put and call options on foreign currencies. |
8 | Voya High Yield Bond Fund and Voya Intermediate Bond Fund may borrow from banks up to 1/3 of its total assets for temporary or emergency purchases or to purchase securities. |
9 | Voya GNMA Income Fund may invest in repurchase agreements secured by securities issued or guaranteed by the U.S. government (including Treasury Bills, Notes or Bonds), Government National Mortgage Association Certificates, and securities issued by other agencies and instrumentalities of the U.S. government. No more than 10% of Voya GNMA Income Fund’s assets may be invested in repurchase agreements which mature in more than 7 days. |
10 | Each Fund may not invest more than 15% of their net assets in illiquid securities, measured at the time of investment. |
11 | Reverse repurchase agreements, together with other permitted borrowings, may constitute up to 33 1/3% of a Fund’s total assets. |
12 | Each Fund may lend Fund securities in an amount up to 33 1/3% of its total asset to broker-dealers, major banks, or other recognized domestic institutional borrowers of securities. |
13 | Each Fund may purchase or sell securities on a when-issued (for the purposes of acquiring portfolio securities and not for the purpose of leverage) or a delayed delivery basis (generally 15 to 45 days after the commitment is made). Each Fund, except Voya GNMA Income Fund, may make contracts to purchase securities for a fixed price at a future date beyond customary settlement time “forward commitments.” |
• | the purchase and writing of options on securities (including index options) and options on foreign currencies; |
• | the purchase and sale of futures contracts based on financial, interest rate, and securities indices, equity securities, or fixed-income securities; and |
• | entering into forward contracts, swaps, and swap related products, such as equity index, interest rate, or currency swaps, credit default swaps (long and short), and related caps, collars, floors, and swaps. |
• | if a fund is attempting to purchase equity positions in issues which it had or was having difficulty purchasing at prices considered by its Adviser or Sub-Adviser to be fair value based upon the price of the stock at the time it qualified for inclusion in the fund; or |
• | to close out stock index futures sales transactions. |
• | when a sale of portfolio securities at that time would appear to be disadvantageous in the long term because such liquidation would: |
(a) | forego possible price appreciation; |
(b) | create a situation in which the securities would be difficult to repurchase; or |
(c) | create substantial brokerage commissions. |
• | when a liquidation of a fund has commenced or is contemplated, but there is, in the Adviser’s or a Sub-Adviser’s determination, a substantial risk of a major price decline before liquidation can be completed; or |
• | to close out stock index futures purchase transactions. |
• | if a fund is attempting to purchase equity positions in issues which it had, or was having, difficulty purchasing at prices considered by the Adviser or a Sub-Adviser to be fair value based upon the price of the stock at the time it qualified for inclusion in the fund; or |
• | to close out stock index futures sales transactions. |
1. | purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. government, or tax exempt securities issued by any state or territory of the United States, or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any exemptive relief obtained by the Fund. Further, with respect to Voya Investment Grade Credit Fund, the Fund may however, invest between 25% and 35% of its total assets (or such other percentage permitted by the 1940 Act regulation or interpretations thereunder) in the securities of any one industry group or group of industries if, at the time of investment, that industry group or group of industries represents 20% or more of the Fund’s primary benchmark index. (The Fund does not consider its primary benchmark index to be fundamental and therefore the Fund’s primary benchmark index may be changed without a shareholder vote); |
2. | purchase securities of any issuer if, as a result, with respect to 75% of the Fund’s total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer or the Fund’s ownership would be more than 10% of the outstanding voting securities of any issuer, provided that this restriction does not limit the Fund’s investments in securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, or investments in securities of other investment companies; |
3. | borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations thereunder, and any exemptive relief obtained by the Fund; |
4. | make loans, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations, and any exemptive relief obtained by the Fund. For the purposes of this limitation, entering into repurchase agreements, lending securities, and acquiring debt securities are not deemed to be making of loans; |
5. | underwrite any issue of securities within the meaning of the 1933 Act except when it might technically be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with its investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered management investment companies; |
6. | purchase or sell real estate, except that the Fund may: (i) acquire or lease office space for its own use; (ii) invest in securities of issuers that invest in real estate or interests therein; (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein; or (iv) hold and sell real estate acquired by the Fund as a result of the ownership of securities; |
7. | issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any exemptive relief obtained by the Fund; or |
8. | purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities). This limitation does not apply to foreign currency transactions, including, without limitation, forward currency contracts. |
1. | issue senior securities; |
2. | borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations thereunder and any exemptive relief obtained by the Fund; |
3. | underwrite securities of other issuers; |
4. | concentrate its investments in a particular industry to an extent greater than 25% of its total assets, provided that such limitation shall not apply to securities issued or guaranteed by the U.S. government or its agencies; |
5. | purchase or sell real estate, commodity contracts or commodities (however, the Fund may purchase interests in GNMA mortgage-backed certificates); |
6. | make loans, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations, and any exemptive relief obtained by the Fund. For the purposes of this limitation, entering into repurchase agreements, lending securities, and acquiring debt securities are not deemed to be making of loans; |
7. | purchase the securities of another investment company or investment trust, except in the open market and then only if no profit, other than the customary broker’s commission, results to a sponsor or dealer, or by merger or other reorganization; |
8. | purchase any security on margin or effect a short sale of a security; |
9. | buy securities from or sell securities (other than securities issued by the Fund) to any of its officers, directors, or its adviser, as principal; |
10. | contract to sell any security or evidence of interest therein, except to the extent that the same shall be owned by the Fund; |
11. | purchase or retain securities of an issuer when one or more of the officers and directors of the Fund or of Voya Investments, LLC, or a person owning more than 10% of the stock of either, own beneficially more than ½ of 1% of the securities of such issuer and such persons owning more than ½ of 1% of such securities together own beneficially more than 5% of the securities of such issuer; |
12. | invest more than 5% of its total assets in the securities of any one issuer (except securities issued or guaranteed by the U.S. government or its agencies), except that such restriction shall not apply to 25% of the Fund’s portfolio so long as the NAV of the portfolio does not exceed $2,000,000; |
13. | purchase any securities if such purchase would cause the Fund to own at the time of purchase more than 10% of the outstanding voting securities of any one issuer; |
14. | purchase any security restricted as to disposition under federal securities laws; |
15. | invest in interests in oil, gas, or other mineral exploration or development programs; or |
16. | buy or sell puts, calls, or other options. |
1. | borrow money, except to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33 1/3% of the value of the Fund’s total assets). For purposes of this investment restriction, the entry into reverse repurchase agreements, options, forward contracts, futures contracts, including those relating to indices, and options on futures contracts or indices shall not constitute borrowing; |
2. | issue senior securities, except insofar as the Fund may be deemed to have issued a senior security in connection with any repurchase agreement or any permitted borrowing; |
3. | make loans, except loans of portfolio securities and except that the Fund may enter into repurchase agreements with respect to its portfolio securities and may purchase the types of debt instruments described in its Prospectus or this SAI; |
4. | invest in companies for the purpose of exercising control or management; |
5. | purchase, hold, or deal in real estate, or oil, gas, or other mineral leases or exploration or development programs, but the Fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate or REITs; |
6. | engage in the business of underwriting securities of other issuers, except to the extent that the disposal of an investment position may technically cause it to be considered an underwriter as that term is defined under the 1933 Act; |
7. | purchase securities on margin, except that the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities; |
8. | purchase a security if, as a result, more than 25% of the value of its total assets would be invested in securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) this limitation shall not apply to obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities; (ii) wholly-owned finance companies will be considered to be in the industries of their parents; and (iii) utilities will be divided according to their services. For example, gas, gas transmission, electric and gas, electric, and telephone will each be considered a separate industry; or |
9. | purchase or sell commodities or commodity contracts except for stock futures contracts, interest rate futures contracts, index futures contracts, and foreign currency futures contracts and options thereon, in accordance with the applicable restrictions under the 1940 Act. |
1. | purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. government, or tax exempt securities issued by any state or territory of the United States, or any of their agencies, instrumentalities or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any exemptive relief obtained by the Fund; |
2. | purchase securities of any issuer if, as a result, with respect to 75% of the Fund’s total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer or the Fund’s ownership would be more than 10% of the outstanding voting securities of any issuer, provided that this restriction does not limit the Fund’s investments in securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, or investments in securities of other investment companies; |
3. | borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations thereunder, and any exemptive relief obtained by the Fund; |
4. | make loans, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations, and any exemptive relief obtained by the Fund. For the purposes of this limitation, entering into repurchase agreements, lending securities, and acquiring debt securities are not deemed to be making of loans; |
5. | underwrite any issue of securities within the meaning of the 1933 Act except when it might technically be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with its investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered management investment companies; |
6. | purchase or sell real estate, except that the Fund may: (i) acquire or lease office space for its own use; (ii) invest in securities of issuers that invest in real estate or interests therein; (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein; or (iv) hold and sell real estate acquired by the Fund as a result of the ownership of securities; |
7. | issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder, and any exemptive relief obtained by the Fund; or |
8. | purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities). This limitation does not apply to foreign currency transactions, including, without limitation, forward currency contracts. |
• | to the Fund’s independent registered public accounting firm, named herein, for use in providing audit opinions; |
• | to financial printers for the purpose of preparing Fund regulatory filings; |
• | for the purpose of due diligence regarding a merger or acquisition; |
• | to a new adviser or sub-adviser prior to the commencement of its management of a Fund; |
• | to rating and ranking agencies such as Bloomberg, Morningstar, Lipper, and S&P (such agencies may receive more raw data from a Fund than is posted on the Fund’s website); |
• | to consultants for use in providing asset allocation advice in connection with investments by affiliated funds-of-funds in a Fund; |
• | to service providers, on a daily basis, in connection with their providing services benefiting a Fund such as, but not limited to, the provision of analytics for securities lending oversight and reporting, proxy voting or class action service providers; |
• | to a third party for purposes of effecting in-kind redemptions of securities to facilitate orderly redemption of portfolio assets and minimal impact on remaining Fund shareholders; |
• | to certain wrap fee programs, on a weekly basis, on the first business day following the previous calendar week; or |
• | to a third party who acts as a “consultant” and supplies the consultant’s analysis of holdings (but not actual holdings) to the consultant’s clients (including sponsors of retirement plans or their consultants) or who provides regular analysis of Fund portfolios. The types, frequency and timing of disclosure to such parties vary depending upon information requested. |
Party | Purpose | Frequency |
Time
Lag Between
Date of Information and Date Information Released |
The Bank of New York Mellon (all Funds except Voya Floating Rate Fund) |
Credit
Approval Process
for the Voya family of funds line of credit |
As requested | None |
State Street Bank and Trust Company (Voya Floating Rate Fund only) |
Credit
Approval Process
for the Voya family of funds line of credit |
As requested | None |
Fidessa corporation (Voya Floating Rate Fund only) | Compliance | Daily | None |
Institutional Shareholder Services Inc. | Proxy Voting Services | Daily | None |
Institutional Shareholder Services Inc. | Class Action Services | Monthly | 10 days |
Charles River Development | Compliance | Daily | None |
Albridge Analytics, an indirect wholly-owned subsidiary of The Bank of New York Mellon |
Provision
of Analytics
for Oversight and Reporting of Securities Lending |
Daily | None |
Name, Address and Age | Position(s) Held with each Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees 2 | Other Board Positions Held by Trustees |
Independent Trustees | |||||
Colleen
D. Baldwin
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 54 |
Trustee |
Voya
Funds Trust - November 2007 - Present
Voya Separate Portfolios Trust - July 2007 – Present |
President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | 158 | DSM/Dentaquest, Boston MA (February 2014 – Present). |
John
V. Boyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 61 |
Chairperson
Trustee |
January
2014 – Present
Voya Funds Trust - January 2005 - Present Voya Separate Portfolios Trust - May 2007 – Present |
President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – Present). | 158 | None. |
Patricia
W. Chadwick
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 66 |
Trustee |
Voya
Funds Trust - January 2006 - Present
Voya Separate Portfolios Trust - May 2007 – Present |
Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 – Present). | 158 | Wisconsin Energy Corporation (June 2006 – Present) and The Royce Funds (35 funds) (December 2009 – Present). |
Name, Address and Age | Position(s) Held with each Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees 2 | Other Board Positions Held by Trustees |
Albert
E. DePrince, Jr.
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 74 |
Trustee | May 2013 – Present | Retired. Formerly, Professor of Economics and Finance, Middle Tennessee State University (August 1991– July 2014); Dr. DePrince continued to hold a position with the university under a post-retirement contract through the end of 2014. | 158 | None. |
Peter
S. Drotch
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 73 |
Trustee |
Voya
Funds Trust - November 2007 - Present
Voya Separate Portfolios Trust - October 2007 – Present |
Retired. | 158 | First Marblehead Corporation (September 2003 – Present). |
Russell
H. Jones
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 71 |
Trustee | May 2013 – Present | Retired. | 158 | None. |
Patrick
W. Kenny
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 72 |
Trustee |
Voya
Funds Trust - January 2005 - Present
Voya Separate Portfolios Trust - May 2007 – Present |
Retired. | 158 | Assured Guaranty Ltd. (April 2004 – Present). |
Joseph
E. Obermeyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 57 |
Trustee | May 2013 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | 158 | None. |
Name, Address and Age | Position(s) Held with each Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees 2 | Other Board Positions Held by Trustees |
Sheryl
K. Pressler
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 64 |
Trustee |
Voya
Funds Trust - January 2006 - Present
Voya Separate Portfolios Trust - May 2007 – Present |
Consultant (May 2001 – Present). | 158 | None. |
Roger
B. Vincent
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 69 |
Trustee |
Voya
Funds Trust - February 2002 - Present
Voya Separate Portfolios Trust - May 2007 – Present |
Retired. Formerly, President, Springwell Corporation, a corporate finance firm (March 1989 – August 2011). | 158 | UGI Corporation (February 2006 – Present) and UGI Utilities, Inc. (February 2006 – Present). |
Trustee who is an “Interested Person” | |||||
Shaun
Mathews
3
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 59 |
Trustee |
Voya
Funds Trust - November 2007 - Present
Voya Separate Portfolios Trust - May 2007 – Present |
President and Chief Executive Officer, Voya Investments, LLC (November 2006 – Present). | 158 | Voya Capital Corporation, LLC and Voya Investments Distributor, LLC, (December 2005 – Present); Voya Funds Services, LLC, Voya Investments, LLC and Voya Investment Management, (March 2006 – Present); and Voya Investment Trust Co. (April 2009 – Present). |
1 | Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an “interested person” as defined in the 1940 Act, of each Fund (as defined below, “Independent Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of each Trust under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise complying under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees). |
2 | For the purposes of this table, “Fund Complex” means the Voya family of funds, including the following investment companies: Voya Asia Pacific High Dividend Equity Income Fund; Voya Balanced Portfolio, Inc.; Voya Emerging Markets High Dividend Equity Fund; Voya Equity Trust; Voya Funds Trust; Voya Global Advantage and Premium Opportunity Fund; Voya Global Equity Dividend and Premium Opportunity Fund; Voya Infrastructure, Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya International High Dividend Equity Income Fund; Voya Investors Trust; Voya Money Market Portfolio; Voya Mutual Funds; Voya Natural Resources Equity Income Fund; Voya Partners, Inc.; Voya Prime Rate Trust; Voya Senior Income Fund; Voya Separate Portfolios Trust; Voya Series Fund, Inc.; Voya Strategic Allocation Portfolios, Inc.; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust. The number of funds in the Fund Complex is as of March 31, 2015. |
3 | Mr. Mathews is deemed to be an “interested person” of each Trust, as defined in the 1940 Act, because of his current affiliation with any of the Voya funds, Voya Financial, Inc. or Voya Financial, Inc.’s affiliates. |
Name, Address and Age | Position(s) Held with each Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years |
Shaun
P. Mathews
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 59 |
President and Chief Executive Officer |
Voya
Funds Trust - November 2006 - Present
Voya Separate Portfolios Trust - March 2007 - Present |
President and Chief Executive Officer, Voya Investments, LLC (November 2006 – Present). |
Michael
J. Roland
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 56 |
Executive Vice President |
Voya
Funds Trust - February 2002 - Present
Voya Separate Portfolios Trust - March 2007 - Present |
Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (April 2012 – Present). Formerly, Chief Compliance Officer, Directed Services LLC and Voya Investments, LLC (March 2011 – December 2013); Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (January 2007 – April 2012) and Chief Compliance Officer, Voya Family of Funds (March 2011 – February 2012). |
Stanley
D. Vyner
230 Park Avenue New York, New York 10169 Age: 65 |
Chief
Investment Risk Officer
Executive Vice President |
September
2009 - Present
Voya Funds Trust - October 2000 - Present Voya Separate Portfolios Trust - March 2007 - Present |
Executive Vice President, Voya Investments, LLC (July 2000 – Present) and Chief Investment Risk Officer, Voya Investments, LLC (January 2003 – Present). |
Kevin
M. Gleason
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 48 |
Chief Compliance Officer | February 2012 - Present | Senior Vice President and Chief Compliance Officer, Voya Investments, LLC (February 2012- Present). Formerly, Assistant General Counsel and Assistant Secretary, The Northwestern Mutual Life Insurance Company, (June 2004 – January 2012). |
Todd
Modic
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 47 |
Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary |
Voya
Funds Trust - March 2005 - Present
Voya Separate Portfolios Trust - March 2007 - Present |
Senior Vice President, Voya Funds Services, LLC (March 2005 – Present). |
Kimberly
A. Anderson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 50 |
Senior Vice President |
Voya
Funds Trust - November 2003 - Present
Voya Separate Portfolios Trust - March 2007 - Present |
Senior Vice President, Voya Investments, LLC (October 2003 – Present). |
Name, Address and Age | Position(s) Held with each Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years |
Julius
Drelick III
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 48 |
Senior Vice President | July 2012 - Present | Senior Vice President – Fund Compliance, Voya Funds Services, LLC (June 2012 – Present); and Chief Compliance Officer of Directed Services LLC and Voya Investments, LLC (January 2014 – Present). Formerly, Vice President - Platform Product Management & Project Management, Voya Investments, LLC (April 2007 – June 2012). |
Robert
Terris
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 44 |
Senior Vice President |
Voya
Funds Trust - May 2006 - Present
Voya Separate Portfolios Trust - March 2007 - Present |
Senior Vice President, Head of Division Operations, Voya Funds Services, LLC (January 2006 – Present). |
Fred
Bedoya
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 42 |
Vice President and Treasurer | September 2012 - Present | Vice President, Voya Funds Services, LLC (March 2012 – Present). Formerly, Assistant Vice President – Director, Voya Funds Services, LLC (March 2003 – March 2012). |
Maria
M. Anderson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 56 |
Vice President |
Voya
Funds Trust - September 2004 - Present
Voya Separate Portfolios Trust - March 2007 - Present |
Vice President, Voya Funds Services, LLC (September 2004 – Present). |
Lauren
D. Bensinger
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 61 |
Vice President |
Voya
Funds Trust - February 2003 - Present
Voya Separate Portfolios Trust - March 2007 - Present |
Vice President, Voya Investments, LLC and Voya Funds Services, LLC (February 1996 – Present); Vice President, Voya Investments, LLC (October 2004 – Present); and Vice President and Money Laundering Reporting Officer, Voya Investments Distributor, LLC (April 2010 – Present). Anti-Money Laundering Compliance Officer, Voya Financial, Inc. (January 2013 – Present); Money Laundering Reporting Officer, Voya Investment Management Trust Co. (October 2012 – Present). Formerly, Chief Compliance Officer, Voya Investments Distributor, LLC (August 1995 – April 2010). |
Sara
Donaldson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 55 |
Vice President | September 2014 - Present | Vice President, Voya Funds Services, LLC (April 2014 – Present). Formerly, Director, Compliance, AXA Rosenberg Global Services, LLC (September 1997 – March 2014). |
1 | The Officers hold office until the next annual meeting of the Board of Trustees and until their successors shall have been elected and qualified. |
Joint IRC | DE IRC | I/B/F IRC | |
Each Fund | X |
Fund | Dollar Range of Equity Securities in each Fund as of December 31, 2014 | ||||
Colleen D. Baldwin | John V. Boyer | Patricia W. Chadwick | Albert E. DePrince, Jr. | Peter S. Drotch | |
Voya Floating Rate | None | None | None | None | None |
Voya GNMA Income | None | None | None | None | None |
Voya High Yield Bond | None | None | Over $100,000 | None | None |
Voya Intermediate Bond | None | $50,001-$100,000 | None | Over $100,000 1 | None |
Voya Investment Grade Credit | None | None | None | None | None |
Voya Short Term Bond | None | None | None | None | None |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in the Voya family of funds | Over $100,000 1 |
Over
$100,000
Over $100,000 1 |
Over $100,000 | Over $100,000 1 | Over $100,000 |
Fund | Dollar Range of Equity Securities in each Fund as of December 31, 2014 | |||||
Russell H. Jones | Patrick W. Kenny | Shaun P. Mathews | Joseph E. Obermeyer | Sheryl K. Pressler | Roger B. Vincent | |
Voya Floating Rate | None | None | Over $100,000 | None | None | None |
Voya GNMA Income | None | None | None | None | None | None |
Voya High Yield Bond | None | None | $10,001-$50,000 1 | $50,001-$100,000 1 | None | None |
Voya Intermediate Bond | None | Over $100,000 1 | None | $50,001-$100,000 1 | None | Over $100,000 1 |
Voya Investment Grade Credit | None | None | None | None | None | None |
Voya Short Term Bond | Over $100,000 1 | None | None | None | None | None |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in the Voya family of funds | Over $100,000 1 |
Over
$100,000
Over $100,000 1 |
Over
$100,000
Over $100,000 1 |
Over $100,000 1 | Over $100,000 1 |
Over
$100,000
Over $100,000 1 |
1 | Includes the value of shares in which a Trustee has an indirect interest through a deferred compensation plan and/or a 401(K) plan. |
Name of Trustee | Name of Owners and Relationship to Trustee | Company | Title of Class | Value of Securities | Percentage of Class |
Colleen D. Baldwin | N/A | N/A | N/A | N/A | N/A |
John V. Boyer | N/A | N/A | N/A | N/A | N/A |
Patricia W. Chadwick | N/A | N/A | N/A | N/A | N/A |
Albert E. DePrince, Jr. | N/A | N/A | N/A | N/A | N/A |
Peter S. Drotch | N/A | N/A | N/A | N/A | N/A |
Russell H. Jones | N/A | N/A | N/A | N/A | N/A |
Patrick W. Kenny | N/A | N/A | N/A | N/A | N/A |
Joseph Obermeyer | N/A | N/A | N/A | N/A | N/A |
Sheryl K. Pressler | N/A | N/A | N/A | N/A | N/A |
Roger B. Vincent | N/A | N/A | N/A | N/A | N/A |
Fund | Aggregate Compensation | |||||
Colleen D. Baldwin | John V. Boyer | Patricia W. Chadwick | Albert E. DePrince, Jr. | Peter S. Drotch | J. Michael Earley 1 | |
Voya Floating Rate | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Voya GNMA Income | ||||||
Voya High Yield Bond | ||||||
Voya Intermediate Bond | ||||||
Voya Investment Grade Credit | ||||||
Voya Short Term Bond | ||||||
Pension or Retirement Benefits Accrued as Part of Fund Expenses | N/A | N/A | N/A | N/A | N/A | N/A |
Estimated Annual Benefits Upon Retirement | N/A | N/A | N/A | N/A | N/A | N/A |
Total Compensation from the Fund and the Voya familiy of funds Paid to Trustees |
Name of Fund | Class | Name and Address |
Percentage
of Class |
Percentage
of Fund |
[fund name] | [ ] | [ ] | [ ]% | [ ]% |
Fund | Annual Management Fee Effective May 1, 2015 |
Voya Floating Rate | 0.65% of the Fund’s average daily net assets. |
Voya GNMA Income |
0.57%
on the first $1 billion of the Fund’s average daily net assets;
0.50% on the next $4 billion of the Fund’s average daily net assets; and 0.45% of the Fund’s average daily net assets in excess of $5 billion. |
Voya High Yield Bond |
0.61%
on the first $500 million of the Fund’s average daily net assets;
0.55% on the next $4.5 billion of the Fund’s average daily net assets; and 0.50% of the Fund’s average daily net assets in excess of $5 billion. |
Voya Intermediate Bond | 0.27% of the Fund’s average daily net assets. |
Voya Investment Grade Credit | 0.50% of the Fund’s average daily net assets. |
Voya Short Term Bond | 0.45% of the Fund’s average daily net assets. |
Fund | March 31, | ||
2015 | 2014 | 2013 |
Fund | March 31, | ||
Voya Floating Rate | |||
Management Fee (Prior to May 1, 2015) | [ ] | $3,405,014 | $1,444,496 |
Administrative Services Fee (Prior to May 1, 2015) | $ 619,093 | $ 262,636 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | None |
Voya GNMA Income | |||
Management Fee (Prior to May 1, 2015) | $4,493,930 | $5,166,309 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 960,887 | $1,116,727 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | None |
Voya High Yield Bond | |||
Management Fee (Prior to May 1, 2015) | $1,639,462 | $ 869,810 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 321,460 | $ 170,550 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | None |
Voya Intermediate Bond | |||
Management Fee (Prior to May 1, 2015) | $2,234,347 | $1,814,191 | |
Administrative Services Fee (Prior to May 1, 2015) | $1,314,319 | $1,067,169 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | None |
Voya Investment Grade Credit | |||
Management Fee (Prior to May 1, 2015) | $ 223,945 | None | |
Administrative Services Fee (Prior to May 1, 2015) | $ 55,986 | None | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | None |
Voya Short Term Bond | |||
Management Fee (Prior to May 1, 2015) | $ 607,953 | $ 150,305 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 173,700 | $ 42,944 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | None |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Floating Rate | [ ] | [ ] | [ ] |
Voya GNMA Income | |||
Voya High Yield Bond | |||
Voya Intermediate Bond | |||
Voya Investment Grade Credit | |||
Voya Short Term Bond |
Fund | Sub-Adviser | Annual Sub-Advisory Fee |
Voya Floating Rate | Voya Investment Management Co. LLC (“Voya IM”) | 0.2475% of the Fund’s average daily net assets. |
Fund | Sub-Adviser | Annual Sub-Advisory Fee |
Voya GNMA Income | Voya IM |
0.2115%
on the first $1 billion of the Fund’s average daily net assets;
0.1800% on the next $4 billion of the Fund’s average daily net assets; and 0.1575% of the Fund’s average daily net assets in excess of $5 billion. |
Voya High Yield Bond | Voya IM |
0.2295%
on the first $1 billion of the Fund’s average daily net assets;
0.2025% on the next $4 billion of the Fund’s average daily net assets; and 0.1800% of the Fund’s average daily net assets in excess of $5 billion. |
Voya Intermediate Bond | Voya IM | 0.0765% of the Fund’s average daily net assets. |
Voya Investment Grade Credit | Voya IM | 0.18% of the Fund’s average daily net assets. |
Voya Short Term Bond | Voya IM | 0.1575% of the Fund’s average daily net assets. |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Floating Rate | [ ] | $1,465,805 | $ 650,023 |
Voya GNMA Income | $2,022,270 | $2,324,841 | |
Voya High Yield Bond | $ 656,608 | $ 391,415 | |
Voya Intermediate Bond | $1,005,464 | $ 816,392 | |
Voya Investment Grade Credit | $ 0 | None | |
Voya Short Term Bond | $ 273,580 | $ 67,645 |
Portfolio Manager | Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | |||
Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets | |
Jeffrey A. Bakalar | 3 | $ 3,019,135,300 | 2 | $1,355,575,500 | 7 | $2,412,059,882 |
Rick Cumberledge, CFA | 2 | $ 1,117,969,856 | 0 | $ 0 | 0 | $ 0 |
Jeff Dutra | 1 | $ 878,740,876 | 0 | $ 0 | 0 | $ 0 |
Peter Guan, Ph.D | 1 | $ 878,740,876 | 2 | $1,014,836,951 | 0 | $ 0 |
Christine Hurtsellers, CFA | 9 | $ 9,681,469,272 | 30 | $8,628,005,566 | 21 | $8,798,974,345 |
Anil Katarya, CFA | 2 | $ 91,335,751 | 1 | $ 84,587,076 | 3 | $2,317,308,147 |
Travis King, CFA | 1 | $ 3,158,248 | 0 | $ 0 | 2 | $ 438,467,502 |
Portfolio Manager | Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | |||
Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets | |
Kurt Kringelis, CFA | 2 | $ 91,335,751 | 0 | $ 0 | 2 | $ 438,467,502 |
Justin McWhorter | 1 | $ 878,740,876 | 0 | $ 0 | 0 | $ 0 |
Daniel A. Norman | 3 | $ 3,019,135,300 | 24 | $9,216,322,589 | 8 | $6,942,260,011 |
Randall Parrish, CFA | 2 | $ 1,117,969,856 | 0 | $ 0 | 1 | $ 50,130,556 |
Matthew Toms, CFA | 11 | $13,405,349,674 | 29 | $8,597,265,583 | 42 | $9,273,647,349 |
Fund | Portfolio Manager | Benchmark |
Voya Floating Rate | Jeffrey A. Bakalar and Daniel A. Norman | S&P's/Loan Syndications and Trading Association Leveraged Loan Index |
Voya GNMA Income | Jeff Dutra, Peter Guan, Ph.D, and Justin McWhorter | Barclays GNMA Index |
Voya High Yield Bond | Rick Cumberledge, CFA, Randall Parrish, CFA, and Matthew Toms, CFA | Barclays High Yield Bond - 2% Issuer Constrained Composite Index |
Voya Intermediate Bond | Christine Hurtsellers, CFA and Matthew Toms, CFA | Barclays U.S. Aggregate Bond Index |
Voya Investment Grade Credit | Anil Katarya, CFA, Travis King, CFA, and Kurt Kringelis, CFA | Barclays U.S. Corporate Index |
Voya Short Term Bond | Christine Hurtsellers, CFA and Matthew Toms, CFA | Barclays U.S. 1-3 Year Government/Credit Bond Index |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Jeffrey A. Bakalar | None |
Daniel A. Norman | None |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Jeff Dutra | None |
Peter Guan, Ph.D | None |
Justin McWhorter | None |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Rick Cumberledge, CFA | $ 50,001-$100,000 |
Randall Parrish, CFA | $100,001-$500,000 |
Matthew Toms, CFA | None |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Christine Hurtsellers, CFA | $100,001-$500,000 |
Matthew Toms, CFA | $ 1-$10,000 |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Travis King, CFA | None |
Kurt Kringelis, CFA | None |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Christine Hurtsellers, CFA | None |
Matthew Toms, CFA | None |
Portfolio Manager | Dollar Range of Fund Shares Allocated Under Deferred Compensation |
Jeffrey A. Bakalar | $100,001-$500,000 |
Daniel A. Norman | $100,001-$500,000 |
Portfolio Manager | Dollar Range of Fund Shares Allocated Under Deferred Compensation |
Jeff Dutra | $1-$10,000 |
Peter Guan, Ph.D | None |
Justin McWhorter | $1-$10,000 |
Portfolio Manager | Dollar Range of Fund Shares Allocated Under Deferred Compensation |
Rick Cumberledge, CFA | $ 1-$10,000 |
Randall Parrish, CFA | $10,001-$50,000 |
Matthew Toms, CFA | $10,001-$50,000 |
Portfolio Manager | Dollar Range of Fund Shares Allocated Under Deferred Compensation |
Christine Hurtsellers, CFA | $50,001-$100,000 |
Matthew Toms, CFA | $50,001-$100,000 |
Portfolio Manager | Dollar Range of Fund Shares Allocated Under Deferred Compensation |
Anil Katarya, CFA | $1-$10,000 |
Travis King, CFA | $1-$10,000 |
Kurt Kringelis, CFA | $1-$10,000 |
Portfolio Manager | Dollar Range of Fund Shares Allocated Under Deferred Compensation |
Christine Hurtsellers, CFA | $50,001-$100,000 |
Matthew Toms, CFA | $ 10,001-$50,000 |
Fund | Name of Principal Underwriter | Net Underwriting Discounts and Commissions | Compensation on Redemptions and Repurchases | Brokerage Commissions | Other Compensation |
Voya Floating Rate | Voya Investments Distributor, LLC | [ ] | [ ] | [ ] | None |
Voya GNMA Income | Voya Investments Distributor, LLC | [ ] | [ ] | [ ] | None |
Voya High Yield | Voya Investments Distributor, LLC | [ ] | [ ] | [ ] | None |
Voya Intermediate Bond | Voya Investments Distributor, LLC | [ ] | [ ] | [ ] | None |
Voya Investment Grade Credit | Voya Investments Distributor, LLC | [ ] | [ ] | [ ] | None |
Voya Short Term Bond | Voya Investments Distributor, LLC | [ ] | [ ] | [ ] | None |
Dealers’ Reallowance as a Percentage of Offering Price | |
Amount of Transaction | Class A |
$0 to $99,999 | 2.00% |
$100,000 to $499,999 | 1.50% |
$500,000 to $999,999 | 1.00% |
$1 million and over | See below |
Dealers’ Reallowance as a Percentage of Offering Price | |
Amount of Transaction | Class A |
$0 to $99,999 | 2.00% |
$100,000 to $499,999 | 1.50% |
$500,000 and over | See below |
Class A | Class B | Class C | ||
Fund | Sales Charges before Dealer Reallowance | Sales Charges after Dealer Reallowance | Deferred Sales Charges | Deferred Sales Charges |
2015 | ||||
Voya Floating Rate | ||||
Voya GNMA Income | ||||
Voya High Yield | ||||
Voya Intermediate Bond | ||||
Voya Short Term Bond | ||||
2014 | ||||
Voya Floating Rate | $59,474 | $7,564 | None | $3,854 |
Voya GNMA Income | $21,291 | $33,995 | None | $9,888 |
Voya High Yield | $5,030 | $0 | None | $660 |
Voya Intermediate Bond | $2,997 | $14 | None | $581 |
Voya Short Term Bond | $408 | $0 | None | $0 |
2013 | ||||
Voya Floating Rate | $25,907 | $0 | None | $579 |
Voya GNMA Income | $114,861 | $0 | None | $12,743 |
Voya High Yield | $7,736 | $0 | None | $62 |
Voya Intermediate Bond | $11,793 | $57 | None | $1,605 |
Voya Short Term Bond | $32 | $0 | None | $0 |
Fund | Type of Plan | Type of Fee | ||
Distribution Fee |
Shareholder
Service Fee |
Combined
Distribution and Shareholder Service Fee |
||
Voya Floating Rate | ||||
Class A |
Shareholder
Service Plan |
N/A | 0.25% | N/A |
Class C | Distribution Plan | 0.75% | N/A | N/A |
Shareholder
Service Plan |
N/A | 0.25% | N/A | |
Class R |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya GNMA Income | ||||
Class A |
Distribution
and
Service Plan |
N/A | N/A | 0.25% |
Class B |
Distribution
and
Service Plan |
0.75% | 0.25% | N/A |
Class C |
Distribution
and
Service Plan |
0.75% | 0.25% | N/A |
Voya High Yield Bond | ||||
Class A |
Shareholder
Service Plan |
N/A | 0.25% | N/A |
Class B | Distribution Plan | 0.75% | N/A | N/A |
Shareholder
Service Plan |
N/A | 0.25% | N/A | |
Class C | Distribution Plan | 0.75% | N/A | N/A |
Shareholder
Service Plan |
N/A | 0.25% | N/A | |
Class R |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Intermediate Bond | ||||
Class A |
Shareholder
Service Plan |
N/A | 0.25% | |
Class B | Distribution Plan | 0.75% | N/A | N/A |
Shareholder
Service Plan |
N/A | 0.25% | N/A | |
Class C | Distribution Plan | 0.75% | N/A | N/A |
Shareholder
Service Plan |
N/A | 0.25% | N/A | |
Class O |
Shareholder
Service Plan |
N/A | 0.25% | N/A |
Class R |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Short Term Bond | ||||
Class A |
Shareholder
Service Plan |
N/A | 0.25% | N/A |
Class C | Distribution Plan | 0.75% | N/A | N/A |
Shareholder
Service Plan |
N/A | 0.25% | N/A | |
Class R |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Fund | Class | Advertising | Printing | Salaries & Commissions | Broker Servicing | Miscellaneous | Total |
Voya Floating Rate | A | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
B | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Fund | Class | Advertising | Printing | Salaries & Commissions | Broker Servicing | Miscellaneous | Total |
C | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
I | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
P | |||||||
R | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
W | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
Voya GNMA Income | A | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
B | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
C | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
I | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
W | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
Voya High Yield | A | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
B | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
C | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
I | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
R | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
W | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
Voya Intermediate Bond | A | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
B | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
C | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
I | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
O | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
R | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
R6 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
W | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
Voya Short Term Bond | A | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
C | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
I | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
R6 | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
W | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Floating Rate | [ ] | $1,209,751 | $ 273,552 |
Voya GNMA Income | $2,940,398 | $3,509,606 | |
Voya High Yield Bond | $ 353,786 | $ 371,244 | |
Voya Intermediate Bond | $1,467,171 | $1,312,388 | |
Voya Investment Grade Credit | $ 0 | $ 0 | |
Voya Short Term Bond | $ 1,871 | $ 12 |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Floating Rate | [ ] | $ 0 | $ 0 |
Voya GNMA Income | $32,610 | $36,265 | |
Voya High Yield Bond | $ 0 | $ 0 | |
Voya Intermediate Bond | $50,807 | $53,540 | |
Voya Investment Grade Credit | $16,213 | $ 0 | |
Voya Short Term Bond | $12,546 | $ 4,648 |
Fund | Security Description | Market Value |
Voya Floating Rate | [ ] | [ ] |
Voya GNMA Income | ||
Voya High Yield Bond | ||
Voya Intermediate Bond | ||
Voya Investment Grade Credit | ||
Voya Short Term Bond |
1) | Current, retired or former officers, trustees, directors or employees (including members of their immediate families) of Voya Financial, Inc., registered investment companies in the Voya family of funds and their affiliates purchasing shares for their own accounts. Immediate family members include: Parents; Spouse (as recognized under local law); Siblings; Children; Grandparents; Aunts/Uncles; Nieces/Nephews; Cousins; Dependents; Parents-in-law; Brothers-in-law; and Sisters-in-law. |
2) | affiliated and non-affiliated Insurance companies (including separate accounts) that have entered into a selling agreement with Voya Financial, Inc. and purchase shares directly from the Distributor. |
3) | Registered investment advisors, trust companies and bank trust departments investing on their own behalf or on behalf of their clients. |
4) | The current employees (including registered representatives), and their immediate family members, of broker-dealers and financial institutions that have entered into an agreement with the Distributor (or otherwise having an arrangement with a broker-dealer or financial institution with respect to sales of Fund shares). |
5) | Investments made by accounts that are part of certain qualified fee-based programs (“wrap accounts”). |
6) | The movement of shares from qualified employee benefit plans provided that the movement of shares involves an in-kind transfer of Class A shares. |
7) | For investors purchasing Class A shares with proceeds from the following sources: Redemptions from any fund from the Voya family of funds if you: (a) originally paid a front-end sales charge on the shares; and (b) reinvest the money within 90 days of the redemption date. This waiver is subject to the following conditions: |
• | This privilege may only be used once per year; and |
• | The amount that may be reinvested is limited to an amount up to the redemption proceeds; and |
• | Written or electronic order for the purchase of shares may be received by the Transfer Agent from the financial intermediary or the shareholder (or be postmarked) within 90 days after the date of redemption; and |
• | Purchases may be handled by a securities dealer who may charge a fee; and |
• | Payment may accompany the request and the purchase will be made at the then current NAV of a Fund. |
8) | Shareholders of Adviser Class at the time these shares were re-designated as Class A shares if purchased directly with a Fund. |
9) | Former Class M shareholders if purchased directly with a Fund. |
10) | Any charitable organization that has determined that a Fund is a legally permissible investment and is prohibited by applicable investment law from paying a sales charge or commission and purchases shares directly from the Distributor. |
11) | Any state, county, or city or any instrumentality, department authority or agency thereof that has determined that a Fund is a legally permissible investment and is prohibited by applicable investment law from paying a sales charge or commission and purchases shares directly from the Distributor. |
• | Shares that are no longer subject to the applicable holding period; |
• | Redemption of shares purchased through reinvestment of dividends or capital gain distributions; or |
• | Shares that were exchanged for shares of another fund managed by the Adviser provided that the shares acquired in such exchange and subsequent exchanges will continue to remain subject to the CDSC, if applicable, until the applicable holding period expires. |
• | Redemptions following the death or disability of the shareholder or beneficial owner if the redemption is made within one year of death or initial determination of permanent disability; |
• | Total or partial redemptions of shares owned by an individual or an individual in joint tenancy (with rights of survivorship) but only for redemptions of shares held at the time of death or initial determination of permanent disability; |
• | Redemptions pursuant to a Systematic Withdrawal Plan provided that such redemptions: |
o | are limited annually to no more than 12% of the original account value and |
o | annually thereafter, provided all dividends and distributions are reinvested and the total redemptions do not exceed 12% annually; and |
• | Total or partial redemption of shares in connection with any mandatory distribution from a tax-advantaged retirement plan or an IRA. This waiver does not apply in the case of a tax-free rollover or transfer of assets, other than the one following a separation from services, except that a CDSC or redemption fee may be waived in certain circumstances involving redemptions in connection with a distribution from a qualified employer retirement plan in connection with termination of employment or termination of the employer’s plan and the transfer to another employer’s plan or to an IRA. |
(a) | Proceeds of the redemption may be directly deposited into a predetermined bank account, or mailed to the current address on record. This address cannot reflect any change within the previous 30 days. |
(b) | Certain account information will need to be provided for verification purposes before the redemption will be executed. |
(c) | Only one telephone redemption (where proceeds are being mailed to the address of record) can be processed within a 30 day period. |
(d) | The maximum amount which can be liquidated and sent to the address of record at any one time is $100,000. |
(e) | The minimum amount which can be liquidated and sent to a predetermined bank account is $5,000. |
(f) | If the exchange involves the establishment of a new account, the dollar amount being exchanged must at least equal the minimum investment requirement of the Voya fund being acquired. |
(g) | Any new account established through the exchange privilege will have the same account information and options except as stated in the Prospectus. |
(h) |
Certificated shares
cannot be redeemed or exchanged by telephone but must be forwarded to Voya Investment Management at Voya Investment Management
P.O. Box 9772 Providence, RI 02940-9772 and deposited into your account before any transaction may be processed. |
(i) | If a portion of the shares to be exchanged are held in escrow in connection with a Letter of Intent, the smallest number of full shares of the Voya fund to be purchased on the exchange having the same aggregate NAV as the shares being exchanged shall be substituted in the escrow account. Shares held in escrow may not be redeemed until the Letter of Intent has expired and/or the appropriate adjustments have been made to the account. |
(j) | Shares may not be exchanged and/or redeemed unless an exchange and/or redemption privilege is offered pursuant to the Fund’s then-current Prospectus. |
(k) | Proceeds of a redemption may be delayed up to 15 days or longer until the check used to purchase the shares being redeemed has been paid by the bank upon which it was drawn. |
Fund | Amount | Expiration Dates |
Voya GNMA Income | ($ 18,668,461) | None |
Total | ($ 18,668,461) | |
Voya High Yield Bond | ($ 11,635,451) | 2015 |
($ 9,006,267) | 2017 | |
($ 14,980,165) | 2018 | |
Total | ($ 35,621,883) | |
Voya Intermediate Bond | ($129,620,820) | 2018 |
($ 9,457,190) | None | |
Total | ($ 139,078,010) | |
Voya Short Term Bond | ($ 211,832) | None |
Total | ($ 211,832) |
ACSC | Shares are depleted on a first-in, first-out basis with the cost basis calculated by multiplying the shares redeemed by the average cost per share on all shares purchased on or after January 1, 2012. |
FIFO (First In, First Out) | Oldest shares purchased are redeemed first. |
LIFO (Last In, First Out) | Most recent shares purchased are redeemed first. |
HIFO (Highest Cost In, First Out) | Shares with highest cost basis are redeemed first. |
LOFO (Lowest Cost In First Out) | Shares with lowest cost basis are redeemed first. |
HILT (Highest Cost Long Term In, First Out) | Will redeem the long-term highest cost available shares first. |
HIST (Highest Cost Short Term In, First Out) | Will redeem the short-term highest cost available shares first. |
LILT (Lowest Cost Long Term In, First Out) | Will redeem the long-term lowest cost available shares first. |
LIST (Lowest Cost Short Term In, First Out) | Will redeem the short-term lowest cost available shares first. |
Specific Lot Depletion | The shares sold are specifically identified by you at the time of redemption. |
PROXY VOTING PROCEDURES AND GUIDELINES
VOYA FUNDS
VOYA INVESTMENTS, LLC
DIRECTED SERVICES LLC
Date Last Revised: May 21, 2015
B-1
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Introduction
The purpose of these Proxy Voting Procedures and Guidelines (the Procedures, the Guidelines) is to set forth the Board of Directors/Trustees of the Voya funds (the Board) instructions to Voya Investments, LLC and Directed Services LLC (each referred to as the Advisor and collectively the Advisors) for the voting of proxies for each fund the Board serves as Director/Trustee (the Funds).
The Board may elect to delegate proxy voting to a sub-advisor of the Funds and also approve the sub-advisors proxy policies and procedures for implementation on behalf of such Voya fund (a Sub-Advisor-Voted Fund). A Sub-Advisor-Voted Fund is not covered under these Procedures and Guidelines, except as described in the Reporting and Record Retention section below with respect to vote reporting requirements. However, they are covered by those sub-advisors proxy policies, provided that the Board has approved them.
These Procedures and Guidelines incorporate principals and guidance set forth in relevant pronouncements of the Securities and Exchange Commission (SEC) and its staff on the fiduciary duty of the Board to ensure that proxies are voted in a timely manner and that voting decisions are in the Funds beneficial owners best interest.
The Board, through these instructions, delegates to the Advisors Proxy Coordinator the responsibility to vote the Funds proxies in accordance with these Procedures and Guidelines on behalf of the Board. The Board further delegates to the Compliance Committee of the Board certain oversight duties regarding the Advisors functions as it pertains to the voting of the Funds proxies.
The Board directs the engagement of a Proxy Advisory Firm to be initially appointed and annually reviewed and approved by the Board. The Proxy Coordinator is responsible for overseeing the Proxy Advisory Firm and shall direct the Proxy Advisory Firm to vote proxies in accordance with the Guidelines.
These Procedures and Guidelines will be reviewed by the Boards Compliance Committee annually, and will be updated at such time as deemed appropriate. No change to these Procedures and Guidelines will be made except pursuant to Board direction. Non-material amendments, however, may be approved for immediate implementation by the Boards Compliance Committee, subject to ratification by the full board at its next regularly scheduled meeting.
Advisors Roles and Responsibilities
Proxy Coordinator
The Voya Proxy Coordinator shall direct the Proxy Advisory Firm to vote proxies on behalf of the Funds and the Advisors in connection with annual and special meetings of shareholders (except those regarding bankruptcy matters and/or related plans of reorganization).
The Proxy Coordinator is responsible for overseeing the Proxy Advisory Firm (as defined in the Proxy Advisory Firm section below) and voting the Funds proxies in accordance with the Procedures and Guidelines on behalf of the Funds and the Advisors. The Proxy Coordinator is authorized to direct the Proxy Advisory Firm to vote a Funds proxy in accordance with the Procedures and Guidelines. Responsibilities assigned to the Proxy Coordinator, or activities that support it, may be performed by such members of the Proxy Group (as defined in the Proxy Group section below) or employees of the Advisors affiliates as the Proxy Group deems appropriate.
The Proxy Coordinator is also responsible for identifying and informing Counsel (as defined in the Counsel section below) of potential conflicts between the proxy issuer and the Proxy Advisory Firm, the Advisors, the Funds principal underwriters, or an affiliated person of the Funds. The Proxy Coordinator will identify such potential conflicts of interest based on information the Proxy Advisory Firm periodically provides; client analyses, distributor, broker-dealer, and vendor lists; and information derived from other sources, including public filings.
Proxy Advisory Firm
The Proxy Advisory Firm is responsible for coordinating with the Funds custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. To the extent applicable, the Proxy Advisory Firm is required to provide research, analysis, and vote recommendations under its Proxy Voting guidelines, as well as to produce vote recommendations and/or refer all proxies in accordance with the Guidelines.
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Proxy Group
The members of the Proxy Group, which may include employees of the Advisors affiliates, are identified in Exhibit 1 , and may be amended from time to time at the Advisors discretion except that the Funds Chief Investment Risk Officer, the Funds Chief Compliance Officer, and the Funds Proxy Coordinator shall be members unless the Board determines otherwise.
Investment Professionals
The Funds sub-advisors and/or portfolio managers are each referred to herein as an Investment Professional and collectively, Investment Professionals. The Board encourages the Funds Investment Professionals to submit a recommendation to the Proxy Group regarding any proxy voting related proposal pertaining to the portfolio securities over which they have day-to-day portfolio management responsibility. Additionally, when requested, Investment Professionals are responsible for submitting a recommendation to the Proxy Group regarding proxy voting related proxy contests or mergers and acquisitions involving to the portfolio securities over which they have day-to-day portfolio management responsibility.
Counsel
A member of the mutual funds legal practice group of the Advisor (Counsel) is responsible for determining if a potential conflict of interest is in fact deemed a conflict of interest and notifying the Chair of the Compliance Committee.
Proxy Voting Procedures
Proxy Group Oversight
A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum is either the Funds Chief Investment Risk Officer or Chief Compliance Officer) will constitute a quorum for purposes of taking action at any meeting of the Group.
The Proxy Group may meet in person or by telephone. The Proxy Group also may take action via electronic mail in lieu of a meeting, provided that the Proxy Coordinator follows the directions of a majority of a quorum responding via e-mail.
A Proxy Group meeting will be held whenever:
|
The Proxy Coordinator receives a recommendation from an Investment Professional to vote a Funds proxy contrary to the Guidelines. |
|
The Proxy Advisory Firm has made no recommendation on a matter and the Procedures do not provide instruction. |
|
A matter requires case-by-case consideration, including those in which the Proxy Advisory Firms recommendation is deemed to be materially conflicted. |
|
The Proxy Coordinator requests the Proxy Groups input and vote recommendation on a matter. |
In its discretion, the Proxy Group may provide the Proxy Coordinator with standing instructions to perform responsibilities assigned to the Proxy Group, or activities in support thereof, on its behalf, provided that such instructions do not contravene any requirements of these Procedures or the Guidelines.
If the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Proxy Advisory Firms recommendation, these recommendations do not contravene any requirements of these Procedures or the Guidelines, and no issue of conflict must be considered, the Proxy Coordinator may implement the instructions without calling a Proxy Group meeting.
For each proposal referred to the Proxy Group, it will review:
|
The relevant Procedures and Guidelines, |
|
The recommendation of the Proxy Advisory Firm, if any, |
|
The recommendation of the Investment Professional(s), if any, |
|
Other resources that any Proxy Group member deems appropriate to aid in a determination of a recommendation. |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Vote Instruction
The vote of a simple majority of the voting members present will determine any matter submitted to a vote. Tie votes will be resolved by securing the vote of members not present at the meeting; provided, however, that the Proxy Coordinator will ensure compliance with all applicable voting and conflict of interest procedures, and will use best efforts to secure votes from as many absent members as may reasonably be accomplished, and to provide such members with a substantially similar level of relevant information as that provided at the in-person meeting.
In the event a tie vote cannot be resolved, or in the event that the vote remains a tie, the Proxy Coordinator will refer the vote to the Compliance Committee Chair for vote determination.
In the event a tie vote cannot be timely resolved in connection with a voting deadline, the Proxy Coordinator will vote in accordance with the Proxy Advisory Firms recommendation.
A member of the Proxy Group may abstain from voting on any given matter, provided that the member does not participate in the Proxy Group discussion(s) in connection with the vote determination. If abstention results in the loss of quorum, the process for resolving tie votes will be observed.
If the Proxy Group recommends that a Fund vote contrary to the Guidelines, the Proxy Group will follow the Out-of-Guidelines procedures.
The Proxy Group may vote contrary to the Guidelines based on a recommendation from an Investment Professional.
Vote Determination and Execution
These Procedures and Guidelines specify how the Funds generally will vote with respect to the proposals indicated. Unless otherwise noted, the Proxy Group instructs the Proxy Coordinator, on behalf of the Advisors, to vote in accordance with these Procedures and Guidelines.
Within-Guidelines Votes: Votes in Accordance with the Guidelines
In the event the Proxy Group and, where applicable, an Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Proxy Advisory Firm, through the Proxy Coordinator, to vote in this manner.
Out-of-Guidelines Votes:
|
Votes Contrary to the Procedures and Guidelines |
|
Proxy Advisory Firm Does not Provide a Recommendation and the Guidelines do not provide voting instruction |
A vote would be considered Out-of-Guidelines if the:
|
Proxy Group or an Investment Professional recommends that a Fund vote contrary to the Guidelines. |
|
Procedures and Guidelines provides no instruction and the Proxy Advisory Firm has made no recommendation on a matter. |
A vote will not be deemed to be Out-of-Guidelines if the Investment Professionals recommendation is contrary to these Procedures and Guidelines and/or the Proxy Advisorys Firm recommendation, and when the Guidelines stipulate that primary consideration will be given to input from the Investment Professional.
Routine Matters
Upon instruction from the Proxy Coordinator, the Proxy Advisory Firm will submit a vote in accordance with these Procedures and Guidelines where there is a clear policy ( e.g. , For, Against, Withhold, or Abstain) on a proposal.
Matters Requiring Case-by-Case Consideration
The Proxy Coordinator will provide the Proxy Advisory Firm with the appropriate information from these Procedures and Guidelines to specify how the Funds generally will vote. The Proxy Advisory Firm will review proxy materials based on these Procedures and Guidelines and will refer proxy proposals accompanied by its written analysis and vote recommendation to the Proxy Coordinator when these Procedures and Guidelines indicate case-by-case. Additionally, the Proxy Advisory Firm will refer any
Page | 4 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
proxy proposal to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of these Procedures and Guidelines is unclear or appears to involve unusual or controversial issues.
Upon receipt of a referral from the Proxy Advisory Firm, the Proxy Coordinator may solicit additional research or clarification from the Proxy Advisory Firm, Investment Professional(s), or other sources.
The Proxy Coordinator will review matters requiring a case-by-case consideration to determine if the Proxy Group had previously provided the Proxy Coordinator with standing vote instructions in accordance with the Proxy Advisory Firms recommendation, or a provision within the Guidelines is applicable based on prior voting history.
If a matter requires input and vote determination from the Proxy Group, the Proxy Coordinator will forward the Proxy Advisory Firms analysis and recommendation, the Proxy Coordinators recommendation and/or any research obtained from the Investment Professional(s), the Proxy Advisory Firm, or any other source to the Proxy Group. The Proxy Group may consult with the Proxy Advisory Firm and/or Investment Professional(s) as appropriate.
The Proxy Coordinator will use best efforts to convene a Proxy Group meeting with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with a voting deadline, it is the policy of the Funds and Advisors to vote in accordance with the Proxy Advisory Firms recommendation.
Non-Votes: Votes in which No Action is Taken
The Proxy Group may recommend that a Fund refrain from voting under certain circumstances including:
|
The economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant, e.g. , proxies in connection with fractional shares, securities no longer held in the portfolio of a Voya fund or proxies being considered on behalf of a Fund that is no longer in existence. |
|
The cost of voting a proxy outweighs the benefits, e.g. , certain international proxies, particularly in cases when share blocking practices may impose trading restrictions on the relevant portfolio security. |
In such cases, the Proxy Group may instruct the Proxy Advisory Firm, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Groups review of a specific proxy.
Further, Counsel may permit the Proxy Coordinator to abstain from voting any proposal that is subject to a material conflict, provided such abstention does not have the same effect as an against vote, and therefore has no effect on the outcome of the vote.
The Proxy Coordinator will make reasonable efforts to secure and vote all other proxies for the Funds, particularly in markets where shareholders rights are limited.
Matters Requiring Further Consideration
Referrals to the Compliance Committee
If a vote is deemed Out-of-Guidelines and Counsel has determined that a material conflict of interest appears to exist with respect to the party or parties ( i.e . Proxy Advisory Firm, the Advisors, underwriters, affiliates, any participating Proxy Group member, or any Investment Professional(s)) participating in the voting process, the Proxy Coordinator will refer the vote to the Compliance Committee Chair.
If an Investment Professional discloses a potential conflict of interest, and Counsel determines that the conflict of interest appears to exist, the proposal will also be referred to the Compliance Committee for review.
The Compliance Committee will be provided all recommendations (including Investment Professional(s)), analyses, research, and Conflicts Reports and any other written materials used to establish whether a conflict of interest exists, and will instruct the Proxy Coordinator how such referred proposals should be voted.
The Proxy Coordinator will use best efforts to refer matters to the Compliance Committee for its consideration in a timely manner. In the event any such matter cannot be referred to or considered by the Compliance Committee in a timely manner, the Compliance Committees standing instruction is to vote Within Guidelines.
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Consultation with Compliance Committee
The Proxy Coordinator may consult the Compliance Committee Chair for guidance on behalf of the Committee if application of these Procedures and Guidelines is unclear or in connection with any unusual or controversial issue or a recommendation received from an Investment Professional.
The Compliance Committee will receive a report detailing proposals that were voted Out-of-Guidelines, Within Guidelines if the Investment Professionals recommendation was not acted on, or was referred to the Compliance Committee.
Conflicts of Interest
The Advisors shall act in the Funds beneficial owners best interests and strive to avoid conflicts of interest.
Conflicts of interest can arise, for example, in situations where:
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The issuer is a vendor whose products or services are material to the Voya Funds, the Advisors or their affiliates. |
|
The issuer is an entity participating to a material extent in the distribution of the Voya Funds |
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The issuer is a significant executing broker dealer; |
|
Any individual that participates in the voting process for the Funds including an Investment Professional, a member of the Proxy Group, an employee of the Advisors, or Director/ Trustee of the Board serves as a director or officer of the issuer; or, |
|
The issuer is Voya Financial. |
Potential Conflicts with a Proxy Issuer
The Proxy Coordinator is responsible for identifying and informing Counsel of potential conflicts with the proxy issuer. In addition to obtaining potential conflict of interest information described in the Roles and Responsibilities section above, members of the Proxy Group are required to disclose to the Proxy Coordinator any potential conflicts of interests prior to discussing the Proxy Advisory Firms recommendation.
The Proxy Group member will advise the Proxy Coordinator in the event a Proxy Group member believes that a potential or perceived conflict of interest exists that may preclude him/her from making a vote determination in the best interests of the Funds beneficial owners. The Proxy Group member may elect to recuse himself/herself from consideration of the relevant proxy or ask the Proxy Coordinator to solicit the opinion of Counsel on the matter, recusing himself/herself only in the event Counsel determines that a material conflict of interest exists. If recusal, whether voluntary or pursuant to Counsels findings, does not occur prior to the members participation in any Proxy Group discussion of the relevant proxy, any Out-of-Guidelines Vote determination is subject to the Compliance Committee referral process. Should members of the Proxy Group verbally disclose a potential conflict of interest, they are required to complete a Conflict of Interest Report, which will be reviewed by Counsel.
Investment Professionals are also required to complete a Conflict of Interest Report or confirm in writing that they do not have any potential conflicts of interests when submitting a vote recommendation to the Proxy Coordinator.
The Proxy Coordinator gathers and analyzes the information provided by the Proxy Advisory Firm, the Advisors, the Funds principal underwriters, affiliates of the Funds, members Proxy Group, Investment Professionals, and the Directors and Officers of the Funds. Counsel will document such potential material conflicts of interest on a consolidated basis as appropriate.
The Proxy Coordinator will instruct the Proxy Advisory Firm to vote the proxy as recommended by the Proxy Group if Counsel determines that a material conflict of interest does not appear to exist with respect a proxy issuer, any participating Proxy Group member, or any participating Investment Professional(s).
Page | 6 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Compliance Committee Oversight
The Proxy Coordinator will refer a proposal to the Funds Compliance Committee if the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has determined that a material conflict of interest appears to exist in order that the conflicted party(ies) have no opportunity to exercise voting discretion over a Funds proxy.
The Proxy Coordinator will refer the proposal to the Compliance Committee Chair, forwarding all information relevant to the Compliance Committees review, including the following or a summary of its contents:
|
The applicable Procedures and Guidelines |
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The Proxy Advisory Firm recommendation |
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The Investment Professional(s)s recommendation, if available |
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Any resources used by the Proxy Group in arriving at its recommendation |
|
Counsels findings |
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Conflicts Report(s) and/or any other written materials establishing whether a conflict of interest exists |
In the event a member of the Funds Compliance Committee believes he/she has a conflict of interest that would preclude him/her from making a vote determination in the best interests of the applicable Funds beneficial owners, the Compliance Committee member will advise the Compliance Committee Chair and recuse himself/herself with respect to the relevant proxy determinations.
Conflicts Reports
Investment Professionals, the Proxy Advisory Firm, and members of the Compliance Committee, the Proxy Group, and the Proxy Coordinator are required to disclose any potential conflicts of interest and/or confirm they do not have a conflict of interest in connection with their participation in the voting process for portfolio securities. The Conflicts Report should describe any known relationships of either a business or personal nature that Counsel has not previously assessed, which may include communications with respect to the referral item, but excluding routine communications with or submitted to the Proxy Coordinator or Investment Professional(s) on behalf of the subject company or a proponent of a shareholder proposal.
The Conflicts Report should also include written confirmation that the Investment Professional based the recommendation in connection with an Out-of-Guidelines Vote or under circumstances where a conflict of interest exists solely on the investment merits of the proposal and without regard to any other consideration.
Completed Conflicts Reports should be provided to the Proxy Coordinator as soon as possible and may be submitted to the Proxy Coordinator verbally, provided the Proxy Coordinator completes the Conflicts Report, and the submitter reviews and approves the Conflict Report in writing.
The Proxy Coordinator will forward all Conflicts Reports to Counsel for review. Upon review, Counsel will provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of interest is present.
Counsel will document such potential conflicts of interest on a consolidated basis as appropriate rather than maintain individual Conflicts Reports.
Assessment of the Proxy Advisory Firm
The Proxy Coordinator, on behalf of the Board and the Advisors, will assess if the Proxy Advisory Firm:
|
Is independent from the Advisors |
|
Has resources that indicate it can competently provide analysis of proxy issues |
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Can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners |
|
Has adequate compliance policies and procedures to: |
¡ |
Ensure that its proxy voting recommendations are based on current and accurate information |
¡ |
Identify and address conflicts of interest. |
The Proxy Coordinator will utilize, and the Proxy Advisory Firm will comply with, such methods for completing the assessment as the Proxy Coordinator may deem reasonably appropriate. The Proxy
Page | 7 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Advisory Firm will also promptly notify the Proxy Coordinator in writing of any material change to information previously provided to the Proxy Coordinator in connection with establishing the Proxy Advisory Firms independence, competence, or impartiality.
Information provided in connection with the Proxy Advisory Firms potential conflict of interest will be forwarded to Counsel for review. Counsel will review such information and advise the Proxy Coordinator as to whether a material concern exists and if so, determine the most appropriate course of action to eliminate such concern.
Voting Funds of Funds, Investing Funds and Feeder Funds
Funds that are Funds-of-Funds will echo vote their interests in underlying mutual funds, which may include mutual funds other than the Voya funds indicated on Voyas website ( www.voyainvestments.com ). Meaning that, if the Fund-of-Funds must vote on a proposal with respect to an underlying investment company, the Fund-of-Funds will vote its interest in that underlying fund in the same proportion all other shareholders in the underlying investment company voted their interests.
However, if the underlying fund has no other shareholders, the Fund-of-Funds will vote as follows:
|
If the Fund-of-Funds and the underlying fund are being solicited to vote on the same proposal ( e.g. , the election of fund directors/trustees), the Fund-of-Funds will vote the shares it holds in the underlying fund in the same proportion as all votes received from the holders of the Fund-of-Funds shares with respect to that proposal. |
|
If the Fund-of-Funds is being solicited to vote on a proposal for an underlying fund ( e.g. , a new Sub-Advisor to the underlying fund), and there is no corresponding proposal at the Fund-of-Funds level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal. |
An Investing Fund ( e.g ., any Voya fund), while not a Fund-of-Funds will have the foregoing Fund-of-Funds procedure applied to any Investing Fund that invests in one or more underlying funds. Accordingly:
|
Each Investing Fund will echo vote its interests in an underlying fund, if the underlying fund has shareholders other than the Investing Fund. |
|
In the event an underlying fund has no other shareholders, and the Investing Fund and the underlying fund are being solicited to vote on the same proposal, the Investing Fund will vote its interests in the underlying fund in the same proportion as all votes received from the holders of its own shares on that proposal. |
|
In the event an underlying fund has no other shareholders, and there is no corresponding proposal at the Investing Fund level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal. |
A fund that is a Feeder Fund in a master-feeder structure passes votes requested by the underlying master fund to its shareholders. Meaning that, if the master fund solicits the Feeder Fund, the Feeder Fund will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to how it should vote its interest in an underlying master fund.
When a Voya fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master funds proxy voting policies and procedures. As such, except as described in the Reporting and Record Retention section below, Feeder Funds will not be subject to these Procedures and Guidelines.
Securities Lending
Many of the Funds participate in securities lending arrangements to generate additional revenue for the Fund. Accordingly, the Fund will not be able to vote securities that are on loan under these types of arrangements. However, under certain circumstances, for voting issues that may have a significant impact on the investment, the Proxy Group or Proxy Coordinator may request to recall securities that are on loan if they determine that the benefit of voting outweighs the costs and lost revenue to the Fund and the administrative burden of retrieving the securities.
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Investment Professionals may also deem a vote is material in the context of the portfolio(s) they manage. Therefore, they may request that lending activity on behalf of their portfolio(s) with respect to the relevant security be reviewed by the Proxy Group and considered for recall and/or restriction. The Proxy Group will give primary consideration to relevant Investment Professional input in its determination of whether a given proxy vote is material and the associated security accordingly restricted from lending. The determination that a vote is material in the context of a Funds portfolio will not mean that such vote is considered material across all Funds voting at that meeting. In order to recall or restrict shares on a timely basis for material voting purposes, the Proxy Coordinator, on behalf of the Proxy Group, will use best efforts to consider, and when appropriate, to act upon, such requests on a timely basis. Requests to review lending activity in connection with a potentially material vote may be initiated by any relevant Investment Professional and submitted for the Proxy Groups consideration at any time.
Reporting and Record Retention
Reporting by the Funds
Annually, as required, each Fund and each Sub-Advisor-Voted Fund will post its proxy voting record, or a link to the prior one-year period ending on June 30 th on the Voya Funds website. The proxy voting record for each Fund and each Sub-Advisor-Voted Fund will also be available on Form N-PX in the EDGAR database on the website of the Securities and Exchange Commission (SEC). For any Voya fund that is a feeder in a master/feeder structure, no proxy voting record related to the portfolio securities owned by the master fund will be posted on the Voya funds website or included in the Funds Form N-PX; however, a cross-reference to the master funds proxy voting record as filed in the SECs EDGAR database will be included in the Funds Form N-PX and posted on the Voya funds website. If an underlying master fund solicited any Feeder Fund for a vote during the reporting period, a record of the votes cast by means of the pass-through process described above will be included on the Voya funds website and in the Feeder Funds Form N-PX.
Reporting to the Compliance Committee
At each regularly scheduled quarterly Compliance Committee meeting, the Compliance Committee will receive a report from the Proxy Coordinator indicating each proxy proposal, or a summary of such proposals, that was:
1. |
Voted Out-of-Guidelines, including any proposals voted Out-of-Guidelines as a result of special circumstances raised by an Investment Professional; |
2. |
Voted Within Guidelines in cases when the Proxy Group did not agree with an Investment Professionals recommendation; |
3. |
Referred to the Compliance Committee for determination. |
The report will indicate the name of the company, the substance of the proposal, a summary of the Investment Professionals recommendation, where applicable, and the reasons for voting, or recommending, an Out-of-Guidelines Vote or, in the case of (2) above, a Within-Guidelines Vote.
Reporting by the Proxy Coordinator on behalf of the Advisor
The Advisor will maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following:
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A copy of each proxy statement received regarding a Funds portfolio securities. Such proxy statements the issuers send are available either in the SECs EDGAR database or upon request from the Proxy Advisory Firm. |
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A record of each vote cast on behalf of a Fund. |
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A copy of any Advisor-created document that was material to making a proxy vote decision, or that memorializes the basis for that decision. |
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A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Advisor voted proxies on behalf of a Fund. |
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A record of all recommendations from Investment Professionals to vote contrary to the Guidelines, |
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All proxy questions/recommendations that have been referred to the Compliance Committee, and all applicable recommendations, analyses, research, Conflict Reports, and vote determinations. |
All proxy voting materials and supporting documentation will be retained for a minimum of six years, the first two years in the Advisors office.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Records Maintained by the Proxy Advisory Firm
The Proxy Advisory Firm will retain a record of all proxy votes handled by the Proxy Advisory Firm. Such record must reflect all the information required to be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Proxy Advisory Firm is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Advisor upon request.
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
PROXY VOTING GUIDELINES
Introduction
Proxies must be voted in the best interest of the Funds beneficial owners. The Guidelines summarize the Funds positions on various issues of concern to investors, and give an indication of how Fund securities will be voted on proposals dealing with particular issues. Nevertheless, the Guidelines are not exhaustive, do not include all potential voting issues, and proposals may be addressed, as necessary, on a CASE-BY-CASE basis rather than according to the Guidelines.
These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available shall be considered CASE-BY-CASE .
The Board encourages Investment Professionals to submit a recommendation to the Proxy Group regarding proxy voting related to the portfolio securities over which they have day-to-day portfolio management responsibility. Recommendations from the Investment Professionals may be submitted or requested in connection with any proposal and are likely to be requested with respect to proxies for private equity or fixed income securities and/or proposals related to merger transactions/corporate restructurings, proxy contests, or unusual or controversial issues.
These policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.
Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement, or other legal requirement to which an issuer may be or become subject. No proposal shall be supported whose implementation would contravene such requirements.
General Policies
In cases receiving CASE-BY-CASE consideration, including cases not specifically provided for under these Guidelines, the Funds policy is to vote in accordance with the recommendation provided by the Funds Proxy Advisory Firm.
Further, the Funds policy is to vote in accordance with the Proxy Advisory Firms recommendation when such recommendation aligns with the recommendation of the relevant companys management or management has made no recommendation. However, this policy will not apply to CASE-BY-CASE proposals for which a contrary recommendation from the relevant Investment Professional(s) is being utilized.
Investment Professionals input will be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund if they involve merger transactions/corporate restructurings, proxy contests, fixed income or private equity securities, or unusual or controversial issues.
The Funds policy is to not support proposals that would impose a negative impact on existing rights of the Funds beneficial owners to the extent that any positive impact would not be deemed sufficient to outweigh removal or diminution of such rights. Depending on the relevant market, appropriate opposition may be expressed as an ABSTAIN, AGAINST, or WITHHOLD vote.
International Policies
Companies incorporated outside the U.S. are subject to the foregoing U.S. Guidelines if they are listed on a U.S. exchange and treated as a U.S. domestic issuer by the SEC. Where applicable, certain U.S. Guidelines may also be applied to companies incorporated outside the U.S., e.g. , companies with a significant base of U.S. operations and employees. However, the following provide for differing regulatory and legal requirements, market practices, and political and economic systems existing in various international markets.
Funds will vote AGAINST international proxy proposals when the Proxy Advisory Firm recommends voting AGAINST such proposal because relevant disclosure by the company, or the time provided for consideration of such disclosure, is inadequate.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
The Funds will consider proposals that are associated with a firm AGAINST vote on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends their support when:
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The company or market transitions to better practices ( e.g ., having committed to new regulations or governance codes); |
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The market standard is stricter than the Funds guidelines; or |
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It is the more favorable choice when shareholders must choose between alternate proposals. |
Proposal Specific Policies
As mentioned above, these policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.
Proxy Contests:
Consider votes in contested elections on a CASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).
Reimburse Proxy Solicitation Expenses
Consider Shareholder proposals to reimburse proxy solicitation expenses on a CASE-BY-CASE basis; vote FOR if the Funds supports the associated director candidates.
Uncontested Proxies:
1- |
The Board of Directors |
Overview
The Funds will lodge disagreement with a companys policies or practices by withholding support from the relevant proposal rather than from the director nominee(s) to which the Proxy Advisory Firm assigns a correlation. Support will be withheld from directors deemed responsible for governance shortfalls. If the director(s) are not standing for election (e.g., the board is classified), support will not be withheld from others in their stead. When a determination is made to withhold support due to concerns other than those related to an individual directors independence or actions, responsibility may be attributed to the entire board, a committee, or an individual (such as the CEO or committee chair), taking into consideration whether the desired effect is to send a message or to remove the director from service.
The Funds will vote FOR directors in connection with issues raised by the Proxy Advisory Firm if the director did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Proxy Advisory Firm.
Vote with the Proxy Advisory Firms recommendation when more candidates are presented than available seats and no other provisions under these Guidelines apply.
In cases where a director holds more than one board seat and corresponding votes, manifested as one seat as a physical person plus an additional seat as a representative of a legal entity, generally vote with the Proxy Advisory Firms recommendation to withhold support from the legal entity and vote on the physical person.
Vote with the Proxy Advisory Firms recommendation to withhold support from directors for whom support has become moot since the time the individual was nominated ( e.g. , due to death, disqualification, or determination not to accept appointment).
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Independence
Determination of Independence
The Fund will consider the relevant country or market listing exchange and the Proxy Advisory Firms standards with respect to determining director independence. These standards provide that, to be considered independent, a director shall have no material connection to the company other than the board seat.
Although the Funds may agree with the Proxy Advisory Firms independence standards, such agreement shall not dictate that a Funds vote will be cast according to the Proxy Advisory Firms corresponding recommendation. Further, the application of Guidelines in connection with such standards will apply only when the directors level of independence can be ascertained based on available disclosure. Note: Non-voting directors ( e.g. , director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence.
Board Independence
The Funds policy is that a board should be majority independent or meet the applicable independence requirements of the relevant country or market listing exchange (collectively defined as Independence Requirements). Therefore, the Funds will consider non-independent directors standing for election on a CASE-BY-CASE basis when the full board does not meet the Independence Requirements.
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WITHHOLD support from the fewest non-independent directors whose removal would achieve the Independence Requirements across the remaining board, except that support may be withheld from additional directors whose relative level of independence cannot be differentiated. |
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WITHHOLD support from all non-independent directors, including the founder, chairman, or CEO, if the number required to achieve the Independence Requirements is equal to or greater than the number of non-independent directors standing for election. |
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Vote FOR non-independent directors in the role of CEO, and when appropriate, founder or chairman, and determine support for other non-independent directors based on the qualifications and contributions of the director as well as the Funds voting precedent for assessing relative independence to management ( e.g. , insiders holding senior executive positions are deemed less independent than affiliated outsiders with a transactional or advisory relationship to the company). |
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However, WITHHOLD support from such non-independent directors as described above if they are members of the audit or remuneration (compensation) committees. |
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WITHHOLD support from non-independent director or bundled slates if the boards independence cannot be ascertained due to inadequate disclosure. |
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WITHHOLD support from bundled slates which include non-independent directors and where the boards independence does not meet the applicable independence requirements of the relevant listing exchange |
Consider non-independent directors on a CASE-BY-CASE basis when the Proxy Advisory Firm has raised concerns regarding diminished shareholder value as evidenced by a significant drop in share price, voting with Proxy Advisory Firms recommendation AGAINST such directors when few, if any, outside directors are present on the board AND:
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The founding family has retained undue influence over the company despite a history of scandal or problematic controls; and |
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The directors have engaged in protectionist activities such as introduction of a poison pill or preferential and/or dilutive share issuances; or |
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Evidence exists regarding compliance or accounting shortfalls. |
For companies in Japan , generally follow the Proxy Advisory Firms recommendations in furtherance of greater board independence and minority shareholder protections, including to WITHHOLD support from:
At all companies :
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The top executive(s) if the board does not include at least one outside director. |
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
At companies with controlling shareholders :
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The top executive(s) if the board does not include at least two independent directors. |
At companies with a three-committee structure :
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Non-independent outside directors if the board is not majority independent. |
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Non-independent directors serving on the nominating committee if the board does not include at least two independent directors. |
However, v ote FOR the top executive at companies in Japan if the only reason the Proxy Advisory Firms Withhold recommendation is due to the company underperforming in terms of capital efficiency; i.e., when the company has posted average return on equity (ROE) of less than five percent over the last five fiscal years.
For companies in Italy presenting multiple slates of directors ( voto di lista ), WITHHOLD support from all slates until director names are disclosed, and upon disclosure, follow the Proxy Advisory Firms standards for assessing which slate is best suited to represent shareholder interests.
WITHHOLD support from directors or slates of directors when they are presented in a manner not aligned with the Independence Requirements, market best practice and/or regulation, including:
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Bundled slates of directors ( e.g. , Canada , France , Hong Kong , or Spain ); |
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Simultaneous reappointment of retiring directors ( e.g. , South Africa ); |
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In markets with term lengths capped by regulation or market practice, directors whose terms exceed the caps or are not disclosed; or |
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Directors whose names are not disclosed in advance of the meeting or far enough in advance relative to voting deadlines to make an informed voting decision. |
Consider self-nominated or shareholder-nominated director candidates on a CASE-BY-CASE basis, with voting decisions generally based on the Proxy Advisory Firms approach to evaluating such candidates, except that:
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An unqualified candidate will not be supported simply to effect a protest vote; |
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A candidate will not be supported if the candidates agenda is not in line with the long-term best interests of the company; and |
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Cases of multiple self-nominated candidates may be considered as a proxy contest if similar issues are raised ( e.g. , potential change in control). |
Key Committee Independence
WITHHOLD support from non-independent directors if:
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They sit on the audit or remuneration (compensation) committee, |
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The full board serves as the audit or remuneration (compensation) committee, or |
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The company does not have an audit or remuneration (compensation) committee. |
WITHHOLD support from audit or remuneration (compensation) committee slates that include non-independent directors in the election.
Vote FOR non-independent directors who sit on the nominating committee, provided that such committee meets the Independence Requirements, and is not a member of the audit or remuneration (compensation) committee.
Vote FOR nominating committee slates that include non-independent directors in the election as long as the non-independent directors are not members of the audit or remuneration (compensation) committees.
Vote FOR non-independent directors if the full board serves as the nominating committee only (not as the audit or remuneration (compensation) committees) OR has not created the nominating committee, provided that the company is in compliance with all provisions of the listing exchange in connection with performance of relevant functions ( e.g. , performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).
Consider on a CASE-BY-CASE basis the non-independent directors if the company is not in compliance with all required provisions of the listing exchange.
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Vote AGAINST proposals that permit non-board members to serve on the audit, remuneration (compensation), or nominating committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s) except where best market practice otherwise dictates.
Consider other concerns regarding committee members on a CASE-BY-CASE basis.
Shareholder Proposals Regarding Board/Key Committee Independence
Director Independence
Vote AGAINST shareholder proposals seeking to redefine director independence or directors specific roles ( e.g. , responsibilities of the lead director).
Majority Independent Board
Vote AGAINST shareholder proposals asking that more than a simple majority of directors be independent.
Increase Key Committee Independence
Vote AGAINST shareholder proposals asking that the independence of the nominating committee be greater than that required by the country or market listing exchange.
Board Composition
Attendance
WITHHOLD support from a director who, during both of the most recent two years, attended less than 75 percent of the board and committee meetings during the directors period of service without a valid reason for the absences.
Vote FOR in connection with attendance issues for directors who have served on the board for less than the two most recent years.
WITHHOLD support if two-year attendance cannot be ascertained from available disclosure.
The two-year attendance policy shall be applied to attendance of statutory auditors at Japanese companies.
Over-boarding
Vote FOR directors without regard to over-boarding issues, unless when in conjunction with attendance issues during the most recent year. Consider such circumstances on a CASE-BY-CASE basis.
Vote AGAINST shareholder proposals limiting the number of public company boards on which a director may serve.
Chairman / CEO
Vote FOR directors without regard to recommendations that the position of chairman should be separate from that of CEO, or should otherwise required to be independent, unless other concerns requiring CASE-BY-CASE consideration are raised ( e.g ., former CEOs proposed as board chairmen in markets, such as the United Kingdom , for which best practice recommends against such practice).
Vote AGAINST shareholder proposals requiring that the positions of chairman and CEO be held separately, unless significant corporate governance concerns have been cited. Consider such circumstances on a CASE-BY-CASE basis.
Cumulative/Net Voting Markets ( e.g., Russia )
When cumulative or net voting applies, generally follow the Proxy Advisory Firms approach to vote FOR nominees asserted by the issuer to be independent, irrespective of audit committee membership, even if independence disclosure or criteria fall short of the Proxy Advisory Firms standards.
Board Accountability
Compensation Practices ( U.S. and Canada )
It is the Funds policy that matters of compensation are best determined by an independent board and compensation committee. Therefore support may be withheld from compensation committee members whose actions or disclosure do not appear to support compensation practices aligned with the best interests of the company and its shareholders.
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
The Funds generally will lodge disagreement with a companys compensation policies or practices by withholding support from the relevant proposal rather than from the compensation committee members. However, where applicable, votes on compensation committee members in connection with compensation practices should be considered on a CASE-BY-CASE basis:
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Say on pay . If shareholders have been provided with an advisory vote on executive compensation (say on pay), and practices not supported under these Guidelines (provisions under Section 2. Compensation) have been identified, the Funds will align with the Proxy Advisory Firm when a vote AGAINST the say on pay proposal has been recommended in lieu of withholding support from certain nominees for compensation concerns. Companies receiving negative recommendations on both compensation committee members and say on pay (or shareholders have not been provided with a say on pay) regarding issues not otherwise supported by these Guidelines will be considered on a CASE-BY-CASE basis. |
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Say on pay responsiveness . Compensation committee members opposed by the Proxy Advisory Firm for failure to sufficiently address compensation concerns evidenced by significant opposition to the most recent say on pay vote will be considered on a CASE-BY-CASE basis, factoring in the following: |
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If the most recent say on pay vote received majority opposition and the company has not demonstrated an adequate level of responsiveness, WITHHOLD support from the compensation committee chair. |
¡ |
If the most recent say on pay vote passed but received significant opposition, vote FOR the compensation committee members if a Fund voted FOR that say on pay or did not have voting rights on that proposal. If a Fund voted AGAINST the say on pay and the company has not demonstrated an adequate level of responsiveness, vote WITHHOLD support from the compensation committee chair. |
¡ |
If the compensation committee chair is not standing for election under circumstances meriting the chairs opposition, WITHHOLD support from the other compensation committee members. If no compensation committee members are standing for election, consider other directors on a CASE-BY-CASE basis. |
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Say on frequency . If the Proxy Advisory Firm opposes directors because the company has implemented a say on pay schedule that is less frequent than the frequency most recently preferred by at least a plurality of shareholders, WITHHOLD support from the compensation committee chair. If the compensation committee chair is not standing for election, WITHHOLD support from the other compensation committee members. If no compensation committee members are standing for election, consider other directors on a CASE-BY-CASE basis. |
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Tenure . Vote FOR compensation committee members who did not serve on the compensation committee during the majority of the time period relevant to the concerns cited by the Proxy Advisory Firm. |
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Repricing . If the Proxy Advisory Firm recommends withholding support from compensation committee members in connection with their failure to seek, or acknowledge, a shareholder vote on plans to reprice, replace, buy back, or exchange options, WITHHOLD support from such directors. (Note: cancellation of options would not be considered an exchange unless the cancelled options were re-granted or expressly returned to the plan reserve for reissuance.) |
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Commitments . Vote FOR compensation committee members receiving an adverse recommendation due to problematic pay practices if the company makes a public commitment ( e.g. , via a Form 8-K filing) to rectify the practice on a going-forward basis. However, consider on a CASE-BY-CASE basis if the company does not rectify the practice by the following years annual general meeting. |
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Burn Rate Commitment . If burn rate commitment issues are raised, consider compensation committee members on a CASE-BY-CASE basis, taking into account factors such as burn rate history and issuers rationale and disclosure. |
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Other . If the Proxy Advisory Firm has raised other considerations regarding poor compensation practices, consider compensation committee members on a CASE-BY-CASE basis. |
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
For all other markets , consider remuneration committee members on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends withholding support from directors in connection with remuneration practices not otherwise supported by these Guidelines (provisions under Section 2. Compensation), including cases in which the issuer has not followed market practice by submitting a resolution on executive compensation.
Accounting Practices
Vote FOR audit committee members, or the companys CEO or CFO if nominated as directors, who did not serve on the committee or did not have responsibility over the relevant financial function, during the majority of the time period relevant to the concerns cited.
Consider the companys CEO and CFO, if nominated as directors, and audit committee members on a CASE-BY-CASE basis if poor accounting practice concerns are raised. Vote FOR if the company has not yet had a full year to remediate the concerns since the time they were identified or if the company has taken adequate steps to remediate the concerns cited, which would typically include removing or replacing the responsible executives, and if the concerns are not re-occurring.
WITHHOLD support from audit committee members if the company has failed to disclose auditors fees broken down by category.
WITHHOLD support from the relevant proposal (provisions under Section 3. Auditor Ratification) rather than from the audit committee members if there are concerns regarding a companys non-audit fees.
Problematic Actions
When the Proxy Advisory Firm recommends withholding support due to assessment that a director acted in bad faith or against shareholder interests in connection with a major transaction, such as a merger or acquisition, or due to other material failures or problematic actions, consider on a CASE-BY-CASE basis, factoring in the merits of the directors performance, rationale, and disclosure provided.
If the Proxy Advisory Firm cites concerns regarding actions in connection with a directors service on another board , vote FOR the director if the company has provided adequate rationale regarding the appropriateness of the director to serve on the board under consideration.
When the Proxy Advisory Firm recommends withholding support from any director due to share pledging concerns, consider on a CASE-BY-CASE basis, factoring in the pledged amount, unwind time, and any historical concerns being raised. Responsibility will be assigned to the pledgor, where the pledged amount and unwind time are deemed significant and, therefore, an unnecessary risk to the company.
Consider directors for whom scandals or internal controls concerns have been raised on a CASE-BY-CASE basis, supporting the directors or slates of directors unless:
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The scandal or shortfall in controls took place at the company, or an affiliate, for which the director is being considered; |
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Culpability can be attributed to the director ( e.g. , director manages or audits the relevant function); and |
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The director has been directly implicated, with resulting arrest and criminal charge or regulatory sanction. |
Anti-Takeover Measures
Consider on a CASE-BY-CASE basis any director responsible for implementing excessive anti-takeover measures, including failure to remove restrictive poison pill features or to ensure a pills expiration or timely submission to shareholders for vote, unless a company has implemented a policy that should reasonably prevent abusive use of its poison pill. WITHHOLD support from the board chair or, if not standing for election, the lead director. If neither is standing for election, WITHHOLD support from all continuing directors.
Consider on a CASE-BY-CASE basis any directors where the company has failed to opt out of a state law requiring companies to implement a staggered board structure. WITHHOLD support from the board chair, or if not standing for election, lead director. If neither is standing for election, WITHHOLD support from all continuing directors when the company:
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Demonstrates sustained poor stock performance (measured by one- and three-year total shareholder returns); and |
Page | 17 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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Has a non-shareholder-approved poison pill in place, without provisions to redeem or seek approval in a reasonable period of time; or |
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Maintains a dual class capital structure, imposes a supermajority vote requirement, or has authority to issue blank check preferred stock. |
Performance Test for Directors
Consider directors failing the Proxy Advisory Firms performance test, which includes market-based and operating performance measures, on a CASE-BY-CASE basis. WITHHOLD support from the board chair, or if not standing for election, lead director. If neither is standing for election, WITHHOLD support from all continuing directors in cases where the directors have received a negative recommendation due to sustained poor stock performance (measured by one- and three-year total shareholder returns) combined with multiple takeover defenses/entrenchment devices if the company:
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Is a controlled company or has a non-shareholder-approved poison pill in place, without provisions to redeem or seek approval in a reasonable period of time; or |
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Maintains a dual class capital structure, imposes a supermajority vote requirement, or has authority to issue blank check preferred stock. |
Sustained poor stock performance combined with other takeover defenses/ entrenchment devices will be considered on a CASE-BY-CASE basis.
Board Responsiveness
Consider on a CASE-BY-CASE basis any director where the company has failed to implement a majority-approved shareholder proposal. Vote FOR if the shareholder proposal has been reasonably addressed or the Funds Guidelines or voting record did not support the relevant proposal or issue. WITHHOLD support from the board chair, or, if not standing for election, from all continuing directors, if the shareholder proposal at issue is supported under these Guidelines and the board has not disclosed a credible rationale for not implementing the proposal.
In the U.S. , proposals seeking shareholder ratification of a poison pill may be deemed reasonably addressed if the company has implemented a policy that should reasonably prevent abusive use of the pill.
If the board has not acted upon a director not receiving shareholder support representing a majority of the votes cast at the previous annual meeting, consider directors on a CASE-BY-CASE basis. Vote FOR directors when:
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The issue relevant to the majority negative vote has been adequately addressed or cured, which may include disclosure of the boards rationale; or |
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The Funds Guidelines or voting record do not support the relevant proposal or issue causing the majority negative vote. |
If the above provisions have not been satisfied, WITHHOLD support from the chair of the nominating committee, or if not standing for election, consider other directors on a CASE-BY-CASE basis.
BoardRelated Proposals
Classified/Declassified Board Structure
Vote AGAINST proposals to classify the board unless the proposal represents an increased frequency of a directors election in the staggered cycle (e.g., seeking to move from a three-year cycle to a two-year cycle). Vote FOR proposals to repeal classified boards and to elect all directors annually.
Board Structure
Vote FOR management proposals to adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent, corporate governance concerns have been identified, or the proposal may result in a material reduction in shareholders rights.
Vote AGAINST shareholder proposals to impose new board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent and corporate governance concerns have been identified.
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Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
For companies in Japan , generally follow the Proxy Advisory Firms approach to proposals seeking a board structure that would provide greater independence oversight of management and the board.
Board Size
Vote FOR proposals that seek to fix the size of the board or designate a range for its size.
Vote AGAINST proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Board Size (International)
Vote FOR proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations. Proposed article amendments in this regard will be considered on a CASE-BY-CASE basis.
Director and Officer Indemnification and Liability Protection
Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard.
Vote AGAINST proposals to limit or eliminate entirely directors and officers liability in connection with monetary damages for violating the duty of care.
Vote AGAINST indemnification proposals that would expand coverage beyond legal expenses to acts that are more serious violations of fiduciary obligation, such as negligence.
Director and Officer Indemnification and Liability Protection (International)
Vote in accordance with the Proxy Advisory Firms standards for indemnification and liability protection for officers and directors, voting AGAINST overly broad provisions.
Discharge of Management/Supervisory Board Members
Vote FOR management proposals seeking the discharge of management and supervisory board members (including when the proposal is bundled), unless concerns are raised about the past actions of the companys auditors or directors, or legal or regulatory action is being taken against the board by other shareholders.
Vote FOR such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the company or its board.
Establish Board Committee
Vote FOR shareholder proposals that seek creation of an audit, compensation, or nominating committee of the board, unless the committee in question is already in existence or the company claims an exemption of the listing exchange ( e.g. , committee functions are served by a majority of independent directors).
Vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.
Filling Board Vacancies / Removal of Directors
Vote AGAINST proposals that provide that directors may be removed only for cause.
Vote FOR proposals to restore shareholder ability to remove directors with or without cause.
Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Stock Ownership Requirements
Vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.
Term Limits / Retirement Age
Vote FOR management proposals and AGAINST shareholder proposals limiting the tenure of outside directors or imposing a mandatory retirement age for outside directors (unless the proposal seeks to relax existing standards).
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
2- |
Compensation |
Frequency of Advisory Votes on Executive Compensation
Vote FOR proposals seeking an annual say on pay and AGAINST those seeking a less frequent.
Proposals to Provide an Advisory Vote on Executive Compensation ( Canada )
Vote FOR , with a preference for an ANNUAL vote.
Executive Pay Evaluation
Advisory Votes on Executive Compensation (Say on Pay) and Remuneration Reports
Vote FOR management proposals seeking ratification of the companys executive compensation structure unless the program includes practices or features not supported under these Guidelines, and the proposal receives a negative recommendation from the Proxy Advisory Firm.
Listed below are examples of compensation practices and provisions, and respective consideration treatment under the Guidelines, factoring in whether the company has provided reasonable rationale/disclosure for such factors or the proposal as a whole.
Consider on a CASE-BY-CASE basis:
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Single Trigger Equity Provisions |
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Short-Term Investment Plans where the board has exercised discretion to exclude extraordinary items. |
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Long-Term Incentive Plans where executives already hold significant equity positions. |
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Long-Term Incentive Plans where the vesting period is too short |
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Pay Practices (or combination of practices) that appear to have created a misalignment between CEO pay and performance with regard to shareholder value. |
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Excessive levels of discretionary bonuses, recruitment awards, retention awards, non-compete payments, severance/termination payments, perquisites (unreasonable levels in context of total compensation or purpose of the incentive awards or payouts). |
Vote AGAINST :
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Provisions that permit repricing, replacement, buy back, or exchange options. (Note: cancellation of options would not be considered an exchange unless the cancelled options were re-granted or expressly returned to the plan reserve for reissuance.) |
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Retesting in connection with achievement of performance hurdles. |
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Compensation structures that unreasonably insulate pay from performance conditions. |
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Single Trigger Cash Severance Provisions in new or materially amended plans, contracts, or payments that do not require an actual change in control in order to be triggered, or such provisions that are maintained in agreements previously opposed by a Fund. |
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Named executives officers have material input into setting their pay. |
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Short-Term Incentive Plans where treatment of payout factors has been inconsistent ( e.g. , exclusion of losses but not gains). |
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Long-Term Incentive Plans that are inadequately aligned with shareholders because the performance period being measured within the vesting cycle is too short. |
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Long-Term Incentive Plans that lack an appropriate equity component ( e.g., overly cash-based plans). |
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For companies in international markets, plans provide for contract or notice periods or severance/termination payments that exceed market practices, e.g., relative to multiple of annual compensation. |
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Equity-Based and Other Incentive Plans
Equity Compensation
Votes with respect to compensation and employee benefit plans, or the issuance of shares in connection with such plans, should be determined on a CASE-BY-CASE basis. If the Proxy Advisory Firm issues a negative recommendation and one of the reasons provided below is found to be true for the plan or issuance in question, vote AGAINST the plan or issuance:
Plan Cost
|
Vote AGAINST if the plan exceeds recommended cost ( U.S. or Canada ). |
|
Vote AGAINST if a cost or dilution assessment may not be possible due to the method of disclosing shares allocated to the plan(s). |
Dilution
Vote AGAINST if the plan exceeds recommended burn rates and/or dilution limits, including cases in which dilution cannot be fully assessed ( e.g. , due to inadequate disclosure).
Repricing or Replacement of Options
|
Vote AGAINST plans that: |
¡ |
Permit repricing of stock options, or any form or alternative to repricing, without shareholder approval, |
¡ |
Include provisions that permit repricing, replacement, or exchange transactions that do not meet recommended criteria, or |
¡ |
Give the board sole discretion to approve option repricing, replacement, or exchange programs. |
|
Consider on a CASE-BY-CASE basis specific proposals to reprice options. |
Discounts
Vote AGAINST if there are deep or near-term discounts (or the equivalent, such as dividend equivalents on unexercised options) to executives or directors.
Vesting or Performance Periods
Vote AGAINST if the plan includes vesting or performance periods that do not meet recommended standards.
Vesting upon Change in Control
Vote AGAINST if the plan provides for vesting upon change in control if deemed to evidence a potential conflict of interest or anti-takeover device or if the change in control definition is too liberal.
Retesting
Vote AGAINST if the plan provides for retesting in connection with achievement of performance hurdles.
Misalignment between CEO Pay and Performance
Vote AGAINST if the proposed awards further misaligns the CEO pay and performance with regard to shareholder value, including where pay appears unreasonably insulated from performance conditions and/or awards under the plan are concentrated among named executive officers.
Plans Administered by Potential Grant Recipients
Vote AGAINST .
Awards to Outside Directors
Vote AGAINST if the plan provides for retirement benefits or equity incentive awards to outside directors if not in line with market practice.
Financial Assistance/Loans to Participants
Vote AGAINST if the plan permits financial assistance to executives, directors, subsidiaries, affiliates, or related parties that is not in line with market practice.
Long-Term Incentive Plans
Vote AGAINST long-term incentive plans that are inadequately aligned with shareholders because the performance period is too short or they lack an appropriate equity component.
|
In cases where executives already hold significant equity positions, these proposals will be reviewed on a CASE-BY-CASE basis. |
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Overly Liberal Change in Control Definition
Vote AGAINST . (This refers to plans that would reward recipients even if the event does not result in an actual change in control or results in a change in control but does not terminate the employment relationship.)
Inadequate Performance or Vesting Criteria
These proposals will be reviewed on a CASE-BY-CASE basis.
Post-Employment Vesting or Exercise of Options
Vote AGAINST if deemed inappropriate.
Eliminate Existing Shareholder Approval Requirements for Material Plan Changes
Vote AGAINST , unless the company has provided a reasonable rationale and/or adequate disclosure regarding the requested changes.
Material Amendments to Plans
Vote AGAINST if the plan allows plan administrators to make material amendments without shareholder approval unless adequate prior disclosure has been provided.
Amendment Procedures for Equity Compensation Plans and Employee Stock Purchase Plans (ESPPs) (Toronto Stock Exchange Issuers)
Vote AGAINST if the amendment procedures do not preserve shareholder approval rights.
Contract or Notice Periods or Severance/Termination Payments
Vote AGAINST if the plan provides for contract or notice periods or severance/termination payments that exceed market practice, e.g. , relative to multiples of annual compensation.
Stock Option Plans for Independent Internal Statutory Auditors ( Japan )
Vote AGAINST .
Matching Share Plans
Vote AGAINST if the matching share plan that does not meet recommended standards, considering holding period, discounts, dilution, participation, purchase price, and performance criteria.
Employee Stock Purchase Plans
Consider CASE-BY-CASE with voting decisions generally based on the Proxy Advisory Firms approach to evaluating such proposals.
Capital Issuances in Support of Employee Stock Purchase Plans
Consider CASE-BY-CASE with voting decisions generally based on the Proxy Advisory Firms approach to evaluating such proposals.
OBRA-Related Compensation Proposals
Plans Intended to Qualify for Favorable Tax Treatment under Section 162(m) of OBRA
Vote AGAINST if a potential recipient under the plan(s) sits on the committee that exercises discretion over the related compensation awards. Vote FOR plans in cases where the only concern cited is lack of board independence, provided that the board meets the independence requirements of the relevant listing exchange. Consider other concerns CASE-BY-CASE .
Amendments that Place a Cap on Annual Grants or Amend Administrative Features to Comply with Section 162(m) of OBRA
Vote FOR .
Amendments to Add Performance-Based Goals to Comply with Section 162(m) of OBRA
Vote FOR , unless the amendments are clearly inappropriate.
Amendments to Increase Shares and Retain Tax Deductions under OBRA
Consider on a CASE-BY-CASE basis.
Approval of Cash or Cash-and-Stock Bonus Plans to Exempt the Compensation from Taxes under Section 162(m) of OBRA
Vote FOR , with primary consideration given to managements assessment that such plan meets the requirements for exemption of performance-based compensation. However, consider on a CASE-BY-CASE basis when broader compensation concerns exist.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Implement 401(k) Employee Benefit Plans for Employees
Vote FOR .
Director Compensation
Non-Executive Director Cash Compensation
Factor in the merits of the rationale and disclosure provided. Vote FOR if the amount is not excessive, there is no evidence of abuse, the recipients overall compensation appears reasonable, the administrating committee meets exchange or market standards for independence, and other significant market standards are met. Otherwise, consider on a CASE-BY-CASE basis.
Non-Executive Director Equity Compensation
Consider on a CASE-BY-CASE basis.
Bonus Payments ( Japan )
Vote FOR if all payments are for directors or auditors who have served as executives of the company, and against if any payments are for outsiders. Otherwise, consider on a CASE-BY-CASE basis.
Bonus Payments Scandals
Vote AGAINST bonus proposals for retiring directors or continuing directors or auditors when culpability can be attributed to the nominee, unless bundled with bonuses for a majority of directors or auditors a Fund is voting FOR.
Severance Agreements
Vesting of Equity Awards upon Change in Control
Vote FOR management proposals seeking a specific treatment ( e.g. , double trigger or pro-rata) of equity that vests upon change in control, unless evidence exists of abuse in historical compensation practices.
Vote AGAINST shareholder proposals regarding the treatment of equity if:
|
The change in control cash severance provisions are double-triggered; and |
|
The company has provided a reasonable rationale regarding the treatment of equity. |
Executive Severance or Termination Arrangements, Including those Related to Executive Recruitment or Retention
Vote FOR such compensation arrangements if:
|
The primary concerns raised would not result in a negative vote, under these Guidelines, on a management say on pay proposal, the relevant board or committee member(s); |
|
The company has provided adequate rationale and/or disclosure; or |
|
Support is recommended as a condition to a major transaction such as a merger. |
Single Trigger Cash Severance Provisions
Vote AGAINST new or materially amended plans, contracts, or payments that include single trigger change in control cash severance provisions or do not require an actual change in control in order to be triggered.
Compensation-Related Shareholder Proposals
Double Triggers
Vote FOR shareholder proposals seeking double triggers on change in control cash severance provisions.
Executive and Director Compensation
Unless evidence exists of abuse in historical compensation practices, vote AGAINST shareholder proposals that seek to impose new compensation structures or policies.
Holding Periods
Vote AGAINST shareholder proposals requiring mandatory periods for officers and directors to hold company stock.
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Submit Parachute Arrangements for Shareholder Ratification
Vote FOR (with parachutes defined as compensation arrangements related to termination that specify change in control events). Consider on a CASE-BY-CASE basis if the proposal does not include unduly restrictive or arbitrary provisions such as advance approval requirements.
Submit Severance and Termination Payments for Shareholder Ratification
Vote FOR shareholder proposals to submit executive severance agreements for shareholder ratification, if such proposals specify change in control events, Supplemental Executive Retirement Plans, or deferred executive compensation plans, or if ratification is required by the listing exchange.
3- |
Audit-Related |
Auditor Ratification
Except in cases of poor accounting practices or fees for non-audit services exceed 50 percent of total auditor fees, vote FOR management proposals to ratify auditors.
In the U.S. and Canada , vote FOR ; however, consider on a CASE-BY-CASE basis if the Proxy Advisory Firm cites poor accounting practices including:
|
Total non-audit fees exceed the total of audit fees, audit-related fees, and tax compliance and preparation fees ( i.e ., non-audit services exceed 50 percent of total auditor fees). For purposes of this review, fees deemed to be reasonable, non-recurring exceptions to the non-audit fee category ( e.g. , significant, one-time events such as those related to an IPO) shall be excluded. |
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The company has failed to disclose the auditors fees broken down by category. |
Vote AGAINST if the company has failed to disclose auditors fees.
Vote FOR shareholder proposals asking the company to present its auditor annually for ratification.
For all other markets , follow the Proxy Advisory Firms standards.
Consider on a CASE-BY-CASE basis if:
|
The Proxy Advisory Firm raises questions of disclosure or auditor independence; |
|
Fees for non-audit services exceed 50 percent of total auditor fees and the company has not provided adequate rationale regarding the non-audit fees. |
Vote AGAINST if the company has failed to disclose auditors fees.
Remuneration of Auditors
Vote FOR , unless there is evidence of excessive compensation relative to the size and nature of the company.
Auditor Independence
Consider shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.
Audit Firm Rotation
Vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
Indemnification of Auditors
Vote AGAINST the indemnification of auditors.
Independent Statutory Auditors ( Japan )
Vote AGAINST if the candidate is affiliated ( e.g. , if the nominee has worked a significant portion of his career for the company, its main bank, or one of its top shareholders.)
Consider on a CASE-BY-CASE basis bundled slates of directors.
Consider on a CASE-BY-CASE basis cases where multiple slates of statutory auditors are presented.
Vote AGAINST incumbent directors at companies implicated in scandals or exhibiting poor internal controls.
Statutory Auditors Remuneration
Vote FOR as long as the amount is not excessive (e.g., significant increases should be supported by
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adequate rationale and disclosure), there is no evidence of abuse, the recipients overall compensation appears reasonable, and the board and/or responsible committee meet exchange or market standards for independence.
4- |
Shareholder Rights and Defenses |
Advance Notice for Shareholder Proposals
Vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the company.
Amendments to Corporate Documents
Except to align with legislative or regulatory changes or when support is recommended by the Proxy Advisory Firm or relevant Investment Professional(s), vote AGAINST proposals seeking to remove shareholder approval requirements or otherwise remove or diminish shareholder rights, e.g. , by:
|
Adding restrictive provisions; |
|
Removing provisions or moving them to portions of the charter not requiring shareholder approval; or |
|
In corporate structures such as holding companies, removing provisions in an active subsidiarys charter that provide voting rights to parent company shareholders. |
This policy would also apply to proposals seeking to amend or approve corporate agreements that the Proxy Advisory Firm recommends AGAINST because a similar reduction in shareholder rights is requested.
Vote AGAINST proposals for charter amendments that support board entrenchment or may be used as an anti-takeover device (or to further anti-takeover conditions), particularly if the proposal is bundled or the board is classified.
Vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover provisions.
Appraisal Rights
Vote FOR proposals to restore, or provide shareholders with, rights of appraisal.
Article and Bylaw Amendments
Consider on a CASE-BY-CASE basis all proposals seeking adoption of, or amendments to, the articles of association, bylaws, or related board policies.
Vote FOR the proposal if:
|
The change or policy is editorial in nature; |
|
Shareholder rights are protected; |
|
There is negligible or positive impact on shareholder value; |
|
Management provides adequate reasons for the amendments or the Proxy Advisory Firm otherwise supports managements position; |
|
It seeks to discontinue and/or delist a form of the companys securities when the relevant Fund does not hold the affected security type; |
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Notice or disclosure requirements are reasonable; or |
|
The company is required to do so by law (if applicable). |
Vote AGAINST the proposal if:
|
It removes or lowers quorum requirements for board or shareholder meetings below levels recommended by the Proxy Advisory Firm; |
|
Restrict shareholders ability to vote on directors; |
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It reduces relevant disclosure to shareholders; |
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It seeks to align the articles with provisions of another proposal not supported by these Guidelines; |
|
It is not supported under these Guidelines, is presented within a bundled proposal, and the negative impact, on balance, outweighs any positive impact; or |
|
It imposes a negative impact on existing shareholder rights, including rights of the Funds, or diminishes accountability to shareholders to the extent that any positive impact would not be deemed to be sufficient to outweigh removal or diminution of such rights. |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
With respect to article amendments for Japanese companies:
|
Vote FOR management proposals to amend a companys articles to expand its business lines. |
|
Vote FOR management proposals to amend a companys articles to provide for an expansion or reduction in the size of the board, unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns. |
|
If anti-takeover concerns exist, vote AGAINST management proposals, including bundled proposals, to amend a companys articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense. |
|
Follow the Proxy Advisory Firms guidelines with respect to management proposals regarding amendments to authorize share repurchases at the boards discretion, voting AGAINST proposals unless there is little to no likelihood of a creeping takeover or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders interest. |
Majority Voting Standard
Vote FOR proposals seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, provided they contain a plurality carve-out for contested elections, and provided such standard does not conflict with state law in which the company is incorporated.
Vote FOR amendments to corporate documents or other actions promoting a majority standard. (See also Section 8. Mutual Fund Proxies.)
Cumulative Voting
Vote FOR shareholder proposals to restore or permit cumulative voting.
Vote AGAINST management proposals to eliminate cumulative voting if:
|
The company is controlled; |
|
Maintains a classified board of directors; or |
|
Maintains a dual class voting structure. |
Proposals may be supported irrespective of classification if a company plans to declassify its board or adopt a majority voting standard.
Confidential Voting
Vote FOR management proposals to adopt confidential voting.
Vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:
|
In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. |
|
If the dissidents agree, the policy remains in place. |
|
If the dissidents do not agree, the confidential voting policy is waived. |
Fair Price Provisions
Consider proposals to adopt fair price provisions on a CASE-BY-CASE basis.
Vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Poison Pills
Consider on a CASE-BY-CASE basis management proposals to approve or ratify a poison pill or any plan or charter amendment ( e.g. , investment restrictions) that can reasonably be construed as an anti-takeover measure, with voting decisions based on the Proxy Advisory Firms approach to evaluating such proposals, considering factors such as rationale, trigger level, and sunset provisions. Votes will be cast in
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a manner that seeks to preserve shareholder value and the right to consider a valid offer, voting AGAINST management proposals in connection with poison pills or anti-takeover activities (e.g., disclosure requirements or issuances, transfers, or repurchases) that do not meet the Proxy Advisory Firms standards.
DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations raised.
Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification, or to redeem its pill in lieu thereof, unless:
|
Shareholders have approved adoption of the plan; |
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A policy has already been implemented by the company that should reasonably prevent abusive use of the pill; or |
|
The board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate. |
Consider on a CASE-BY-CASE basis shareholder proposals to redeem a companys poison pill.
Proxy Access
Consider on a CASE-BY-CASE basis proposals to provide shareholders with access to managements proxy material in order to nominate their own candidates(s) to the board, factoring in considerations such as whether significant or multiple corporate governance concerns have been identified.
Vote FOR management proposals also supported by the Proxy Advisory Firm.
Quorum Requirements
Consider on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.
Reincorporation Proposals
Consider proposals to change a companys state of incorporation on a CASE-BY-CASE basis. Vote FOR management proposals not assessed as:
|
A potential takeover defense; or |
|
A significant reduction of minority shareholder rights that outweigh the aggregate positive impact, but if so assessed, weighing managements rationale for the change. |
Vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported.
Vote AGAINST shareholder reincorporation proposals not also supported by the company.
Shareholder Advisory Committees
Consider on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.
Shareholder Ability to Call Special Meetings
Vote FOR shareholder proposals that provide shareholders with the ability to call special meetings when either of the:
|
Company does not currently permit shareholders to do so; |
|
Existing ownership threshold is greater than 25 percent; or |
|
Sole concern relates to a net-long position requirement. |
Written Consent
Vote AGAINST shareholder proposals seeking the right to act by written consent if the company:
|
Permits shareholders to call special meetings; |
|
Does not impose supermajority vote requirements; and |
|
Has otherwise demonstrated its accountability to shareholders ( e.g. , the company has reasonably addressed majority-supported shareholder proposals). |
Consider management proposals to eliminate the right to act by written consent on a CASE-BY-CASE basis, voting FOR if the above conditions are present.
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Vote FOR shareholder proposals seeking the right to act by written consent if the above conditions are not present.
Consider management proposals to permit shareholders to call special meetings on a CASE-BY-CASE basis.
State Takeover Statutes
Consider on a CASE-BY-CASE basis proposals to opt-in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
Supermajority Shareholder Vote Requirement
Vote AGAINST proposals to require a supermajority shareholder vote and FOR proposals to lower supermajority shareholder vote requirements.
Consider on a CASE-BY-CASE basis if the company has shareholder(s) with significant ownership levels and the retention of existing supermajority requirements in order to protect minority shareholder interests.
Time-Phased Voting
Vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.
Unequal Voting Rights
Vote AGAINST dual-class exchange offers and dual-class recapitalizations.
White Squire Placements
Vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.
5- |
Capital and Restructuring |
Consider management proposals to make changes to the capital structure not otherwise addressed under these Guidelines on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendation unless a contrary recommendation from the relevant Investment Professional(s) is utilized.
Capital
Common Stock Authorization
Consider proposals to increase the number of shares of common stock authorized for issuance on a CASE-BY-CASE basis. The Proxy Advisory Firms proprietary approach of determining appropriate thresholds will be utilized in evaluating such proposals. In cases where the requests are above the allowable threshold, a company-specific qualitative review ( e.g. , considering rationale and prudent historical usage) will be utilized.
Vote FOR proposals within the Proxy Advisory Firms allowable thresholds, or those in excess but meeting Proxy Advisory Firms qualitative standards, to authorize capital increases, unless the company states that the stock may be used as a takeover defense.
Vote FOR proposals to authorize capital increases exceeding the Proxy Advisory Firms thresholds when a companys shares are in danger of being delisted or if a companys ability to continue to operate as a going concern is uncertain.
Notwithstanding the above, vote AGAINST :
|
Proposals to increase the number of authorized shares of a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines ( e.g. , merger or acquisition proposals). |
|
Nonspecific proposals authorizing excessive discretion to a board. |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Dual Class Capital Structures
Vote AGAINST :
|
Proposals to create or perpetuate dual class capital structures unless supported by the Proxy Advisory Firm ( e.g. , to avert bankruptcy or generate non-dilutive financing, and not designed to increase the voting power of an insider or significant shareholder). |
|
Proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual class capital structures. |
However, consider such proposals CASE-BY-CASE if:
|
Bundled with favorable proposal(s); |
|
Approval of such proposal(s) is a condition of such favorable proposal(s); or |
|
Part of a recapitalization for which support is recommended by the Proxy Advisory Firm or relevant Investment Professional(s). |
Consider management proposals to eliminate or make changes to dual class capital structures on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendation.
Vote FOR shareholder proposals to eliminate dual class capital structures unless the relevant Fund owns a class with superior voting rights.
General Share Issuances ( International )
Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the companys rationale.
Vote AGAINST requests to reissue repurchased shares unless a related general issuance request is supported.
Voting decisions to determine support for general issuance requests (with or without preemptive rights), or related requests to repurchase and reissue shares, shall be based on the following, as identified by the Proxy Advisory Firm:
|
Their amount relative to currently issued capital; |
|
Appropriate volume and duration parameters; and |
|
Market-specific considerations ( e.g. , priority right protections in France , reasonable levels of dilution and discount in Hong Kong ). |
Vote AGAINST proposals to issue shares (with or without preemptive rights), convertible bonds, or warrants, to grant rights to acquire shares, or to amend the corporate charter relative to such issuances or grants when concerns have been identified by the Proxy Advisory Firm with respect to:
|
Inadequate disclosure; |
|
Inadequate restrictions on discounts; |
|
Failure to meet the Proxy Advisory Firms standards for general issuance requests; or |
|
Authority to refresh share issuance amounts without prior shareholder approval. |
Vote AGAINST nonspecific proposals authorizing excessive discretion to a board.
Increases in Authorized Capital ( International )
Unless otherwise provided for herein, voting decisions should be based on the Proxy Advisory Firms approach, as follows.
Vote FOR :
|
Nonspecific proposals, including bundled proposals, to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding. |
|
Specific proposals to increase authorized capital, unless: |
¡ |
The specific purpose of the increase (such as a share-based acquisition or merger) does not meet these Guidelines for the purpose being proposed; or |
¡ |
The increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances. |
Vote AGAINST proposals to adopt unlimited capital authorizations or the proposal allows the board excessive discretion.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Preemptive Rights
Consider on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the size of a company and the characteristics of its shareholder base.
Adjustments to Par Value of Common Stock
Vote FOR management proposals to reduce the par value of common stock, unless doing so raises other concerns not otherwise supported under these Guidelines.
Preferred Stock
Utilize the Proxy Advisory Firms approach for evaluating issuances or authorizations of preferred stock, taking into account the Proxy Advisory Firms support of special circumstances, such as mergers or acquisitions, as well as the following criteria:
Consider proposals to increase the number of shares of preferred stock authorized for issuance on a CASE-BY-CASE basis. This approach incorporates both qualitative and quantitative measures, including a review of:
|
Past performance ( e.g. , board governance, shareholder returns and historical share usage); and |
|
The current request ( e.g. , rationale, whether shares are blank check and declawed, and dilutive impact as determined through the Proxy Advisory Firms proprietary model for assessing appropriate thresholds). |
Vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock).
Vote FOR proposals to issue or create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense.
Vote AGAINST where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense.
Vote FOR proposals to authorize or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
Consider on a CASE-BY-CASE basis proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a companys industry and performance in terms of shareholder returns.
Preferred Stock ( International )
Voting decisions should generally be based on the Proxy Advisory Firms approach, including:
|
Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders. |
|
Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets the Proxy Advisory Firms guidelines on equity issuance requests. |
|
Vote AGAINST the creation of: |
(1) a new class of preference shares that would carry superior voting rights to the common shares, or
(2) blank check preferred stock, unless the board states that the authorization will not be used to thwart a takeover bid.
Shareholder Proposals Regarding Blank Check Preferred Stock
Vote FOR shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.
Share Repurchase Programs
Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring selected parties.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Vote FOR management proposals to cancel repurchased shares.
Vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate volume or duration parameters for the market.
Consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis, with input from the relevant Investment Professional(s) to be given primary consideration.
Stock Distributions: Splits and Dividends
Vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the Proxy Advisory Firms allowable thresholds.
Reverse Stock Splits
Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.
In the event the split constitutes a capital increase effectively exceeding the Proxy Advisory Firms allowable threshold because the request does not proportionately reduce the number of shares authorized, consider managements rationale and/or disclosure, voting FOR , but not supporting additional requests for capital increases on the same agenda.
Allocation of Income and Dividends ( International )
With respect to Japanese companies, consider management proposals concerning allocation of income and the distribution of dividends, including adjustments to reserves to make capital available for such purposes, on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendations to support such proposals unless:
|
The dividend payout ratio has been consistently below 30 percent without adequate explanation; or |
|
The payout is excessive given the companys financial position. |
Vote FOR such proposals by companies in other markets.
Vote AGAINST proposals where companies are seeking to establish or maintain disparate dividend distributions between stockholders of the same share class ( e.g ., long-term stockholders receiving a higher dividend ratio (Loyalty Dividends)).
In any market, in the event multiple dividend proposals are on the same agenda, consider on a CASE-BY-CASE basis.
Stock (Scrip) Dividend Alternatives ( International )
Vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.
Tracking Stock
Consider the creation of tracking stock on a CASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).
Capitalization of Reserves ( International )
Vote FOR proposals to capitalize the companys reserves for bonus issues of shares or to increase the par value of shares, unless concerns not otherwise supported under these Guidelines are raised by the Proxy Advisory Firm.
Debt Instruments and Issuance Requests ( International )
Vote AGAINST proposals authorizing excessive discretion to a board to issue or set terms for debt instruments ( e.g. , commercial paper).
Vote FOR debt issuances for companies when the gearing level (current debt-to-equity ratio) is between zero and 100 percent.
Consider on a CASE-BY-CASE basis proposals where the issuance of debt will result in the gearing level being greater than 100 percent, or for which inadequate disclosure precludes calculation of the gearing level, comparing any such proposed debt issuance to industry and market standards, and with voting decisions based on the Proxy Advisory Firms approach to evaluating such requests.
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Debt Restructurings
Consider on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.
Financing Plans ( International )
Vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.
Investment of Company Reserves ( International )
Consider proposals on a CASE-BY-CASE basis.
Restructuring
Mergers and Acquisitions
Vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is recommended by the Proxy Advisory Firm or relevant Investment Professional(s).
Votes on mergers and acquisitions will be reviewed a CASE-BY-CASE basis with voting decisions based on the Proxy Advisory Firms approach to evaluating such proposals if no input is provided by the relevant Investment Professional(s).
Corporate Restructurings
Votes on corporate restructuring proposals should be considered on a CASE-BY-CASE basis. Such proposals include, but are not limited to:
|
Demergers |
|
Minority squeezeouts |
|
Leveraged buyouts |
|
Spinoffs |
|
Liquidations |
|
Dispositions |
|
Divestitures |
|
Asset sales |
Waiver on Tender-Bid Requirement ( International )
Consider proposals on a CASE-BY-CASE basis seeking a waiver for a major shareholder or concert party from the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the request.
Related Party Transactions ( International )
Consider related party transactions on a CASE-BY-CASE basis.
Vote FOR approval of such transactions unless the agreement requests a strategic move outside the companys charter, contains unfavorable or high-risk terms ( e.g. , deposits without security interest or guaranty), or is deemed likely to have a negative impact on director or related party independence.
6- |
Environmental and Social Issues |
Environmental and Social Proposals
Boards of directors and company management are responsible for guiding the corporation in connection with matters that are most often the subject of shareholder proposals on environmental and social issues. Such matters may include:
|
Ensuring that the companies they oversee comply with applicable legal, regulatory and ethical standards; |
|
Effectively managing risk, and |
|
Assessing and addressing matters that may have a financial impact on shareholder value. |
The Funds will vote in accordance with the boards recommendation on such proposals based on the guidelines below.
Page | 32 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
The Funds will vote AGAINST shareholder proposals seeking to:
|
Dictate corporate conduct; |
|
Impose excessive costs or restrictions; |
|
Duplicate policies already substantially in place; or |
|
Release information that would not help a shareholder evaluate an investment in the corporation as an economic matter. |
Certain instances will be considered CASE-BY-CASE . If it appears that both:
(1) |
The stewardship has fallen short as evidenced by the companys failure to align its actions and disclosure with market practice and that of its peers; or the companys having been subject to significant controversies, litigation, fines, or penalties in connection with the relevant issue; and |
(2) |
The issue is material to the company. |
Approval of Donations (International)
Vote FOR proposals if they are for single- or multi-year authorities and prior disclosure of amounts is provided. Otherwise, vote AGAINST such proposals.
7- |
Routine/Miscellaneous |
Routine Management Proposals
Vote FOR routine management proposals unless the Proxy Advisory Firm recommends voting AGAINST, prompting a CASE-BY-CASE consideration.
Authority to Call Shareholder Meetings on Less than 21 Days Notice
For companies in the United Kingdom , consider on a CASE-BY-CASE basis, factoring in whether the company has provided clear disclosure of its compliance with any hurdle conditions for the authority imposed by applicable law and has historically limited its use of such authority to time-sensitive matters.
Approval of Financial Statements and Director and Auditor Reports (International)
Vote AGAINST if there are concerns regarding inadequate disclosure, remuneration arrangements (including severance/termination payments exceeding local standards for multiples of annual compensation), or consulting agreements with non-executive directors.
Consider on a CASE-BY-CASE basis if there are other concerns regarding severance/termination payments.
Vote AGAINST if there is concern about the companys financial accounts and reporting, including related party transactions.
Vote AGAINST board-issued reports receiving a negative recommendation from the Proxy Advisory Firm due to concerns regarding independence of the board or the presence of non-independent directors on the audit committee.
Vote FOR if the only reason for a negative recommendation by the Proxy Advisory Firm is to express disapproval of broader practices of the company or its board.
Other Business
Vote AGAINST proposals for Other Business, unless the company has provided adequate disclosure regarding the matters to be raised under Other Business. Consider such instances CASE-BY-CASE .
Adjournment
These items often appear on the same agenda as a primary proposal, such as a merger or corporate restructuring.
|
Vote FOR when the primary proposal is also supported. |
|
If there is no primary proposal, vote FOR if all other proposals are supported and AGAINST if all other proposals are opposed. |
|
Consider other circumstances on a CASE-BY-CASE basis. |
Page | 33 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Changing Corporate Name
Vote FOR proposals requesting a change in corporate name.
Multiple Proposals
Multiple proposals of a similar nature presented as options to the course of action favored by management may all be voted FOR , provided that:
|
Support for a single proposal is not operationally required; |
|
No one proposal is deemed superior in the interest of the Fund(s); and |
|
Each proposal would otherwise be supported under these Guidelines. |
Vote AGAINST any proposals that would otherwise be opposed under these Guidelines.
Bundled Proposals
Vote FOR if all of the bundled items are supported by these Guidelines.
Vote AGAINST if one or more items are not supported by these Guidelines, and if the Proxy Advisory Firm deems the negative impact, on balance, to outweigh any positive impact.
Moot Proposals
This instruction is in regard to items for which support has become moot (e.g., an incentive grant to a person no longer employed by the company); WITHHOLD support if recommended by the Proxy Advisory Firm.
8- |
Mutual Fund Proxies |
Approving New Classes or Series of Shares
Vote FOR the establishment of new classes or series of shares.
Hire and Terminate Sub-Advisors
Vote FOR management proposals that authorize the board to hire and terminate sub-advisors.
Master-Feeder Structure
Vote FOR the establishment of a master-feeder structure.
Establish Director Ownership Requirement
Vote AGAINST shareholder proposals for the establishment of a director ownership requirement.
The matters below should be examined on a CASE-BY-CASE basis:
|
Election of Directors |
|
Converting Closed-end Fund to Open-end Fund |
|
Proxy Contests |
|
Investment Advisory Agreements |
|
Preferred Stock Proposals |
|
1940 Act Policies |
|
Changing a Fundamental Restriction to a Non-fundamental Restriction |
|
Change Fundamental Investment Objective to Non-fundamental |
|
Name Rule Proposals |
|
Disposition of Assets/Termination/Liquidation |
|
Changes to the Charter Document |
|
Changing the Domicile of a Fund |
|
Change in Funds Sub-classification |
|
Distribution Agreements |
|
Mergers |
|
Reimburse Shareholder for Expenses Incurred |
|
Terminate the Investment Advisor |
|
Majority Voting Proposals. |
Page | 34 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Exhibit 1 Proxy Group
Name | Title or Affiliation | |
Stanley D. Vyner |
Chief Investment Risk Officer and Executive Vice President, Voya Investments, LLC | |
Julius A. Drelick III, CFA |
Senior Vice President, Head of Fund Compliance, Voya Funds Services, LLC | |
Kevin M. Gleason |
Senior Vice President, Voya Investment Management LLC; and Chief Compliance Officer of the Voya Family of Funds, | |
Todd Modic |
Senior Vice President, Voya Funds Services, LLC and Voya Investments, LLC; and Chief Financial Officer of the Voya Family of Funds | |
Maria Anderson |
Vice President, Fund Compliance, Voya Funds Services, LLC | |
Sara Donaldson |
Proxy Coordinator for the Voya Family of Funds and Vice President, Proxy Voting, Voya Funds Services, LLC | |
Harley Eisner |
Vice President, Financial Analysis, Voya Funds Services, LLC | |
Evan Posner, Esq. |
Vice President and Counsel, Voya Family of Funds | |
Andrew Schlueter |
Vice President, Mutual Funds Operations, Voya Funds Services LLC | |
Kristin Lynch* |
Assistant Vice President, Office of the Chief Compliance Officer, Voya Investment Management LLC |
Effective as of May 21, 2015
*Non-voting member
Page | 35 | ||
Revision Date: May 21, 2015 |
Fund | Former Name | Date of Change |
Voya Strategic Income Opportunities Fund | Voya Strategic Income Fund | December 1, 2014 |
Voya Strategic Income Fund | May 1, 2014 | |
ING Strategic Income Fund |
• | the purchase and writing of options on securities (including index options) and options on foreign currencies; |
• | the purchase and sale of futures contracts based on financial, interest rate, and securities indices, equity securities, or fixed-income securities; and |
• | entering into forward contracts, swaps, and swap related products, such as equity index, interest rate, or currency swaps, credit default swaps (long and short), and related caps, collars, floors, and swaps. |
• | if the fund or Underlying Fund is attempting to purchase equity positions in issues which it had or was having difficulty purchasing at prices considered by its adviser or sub-adviser to be fair value based upon the price of the stock at the time it qualified for inclusion in the fund or Underlying Fund; or |
• | to close out stock index futures sales transactions. |
• | when a sale of portfolio securities at that time would appear to be disadvantageous in the long term because such liquidation would: |
(a) | forego possible price appreciation; |
(b) | create a situation in which the securities would be difficult to repurchase; or |
(c) | create substantial brokerage commissions. |
• | when a liquidation of a fund or Underlying Fund has commenced or is contemplated, but there is, in the adviser’s or a sub-adviser’s determination, a substantial risk of a major price decline before liquidation can be completed; or |
• | to close out stock index futures purchase transactions. |
• | if a fund or Underlying Fund is attempting to purchase equity positions in issues which it had, or was having, difficulty purchasing at prices considered by the adviser or sub-adviser to be fair value based upon the price of the stock at the time it qualified for inclusion in the fund or Underlying Fund; or |
• | to close out stock index futures sales transactions. |
1. | purchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) there is no limitation with respect to obligations issued or guaranteed by the U.S. government, or tax exempt securities issued by any state or territory of the United States, or any of their agencies, instrumentalities, or political subdivisions; and (ii) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by the Fund; |
2. | purchase securities of any issuer if as a result, with respect to 75% of the Fund’s total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer or the Fund’s ownership would be more than 10% of the outstanding voting securities of any issuer, provided that this restriction does not limit the Fund’s investments in securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, or investments in securities of other investment companies; |
3. | borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations thereunder, and any exemptive relief obtained by the Fund; |
4. | make loans, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations, and any exemptive relief obtained by the Fund. For the purposes of this limitation, entering into repurchase agreements, lending securities, and acquiring debt securities are not deemed to be making of loans; |
5. | underwrite any issue of securities within the meaning of the 1933 Act except when it might technically be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) in connection with the purchase of securities directly from the issuer thereof in accordance with its investment objective. This restriction shall not limit the Fund’s ability to invest in securities issued by other registered management investment companies; |
6. | purchase or sell real estate, except that the Fund may: (i) acquire or lease office space for its own use; (ii) invest in securities of issuers that invest in real estate or interests therein; (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein; or (iv) hold and sell real estate acquired by the Fund as a result of the ownership of securities; |
7. | issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by the Fund; or |
8. | purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities). This limitation does not apply to foreign currency transactions, including, without limitation, forward currency contracts. |
• | to the Fund’s independent registered public accounting firm, named herein, for use in providing audit opinions; |
• | to financial printers for the purpose of preparing Fund regulatory filings; |
• | for the purpose of due diligence regarding a merger or acquisition; |
• | to a new adviser or sub-adviser prior to the commencement of its management of a Fund; |
• | to rating and ranking agencies such as Bloomberg, Morningstar, Lipper, and S&P (such agencies may receive more raw data from a Fund than is posted on the Fund’s website); |
• | to consultants for use in providing asset allocation advice in connection with investments by affiliated funds-of-funds in a Fund; |
• | to service providers, on a daily basis, in connection with their providing services benefiting a Fund such as, but not limited to, the provision of analytics for securities lending oversight and reporting, proxy voting or class action service providers; |
• | to a third party for purposes of effecting in-kind redemptions of securities to facilitate orderly redemption of portfolio assets and minimal impact on remaining Fund shareholders; |
• | to certain wrap fee programs, on a weekly basis, on the first business day following the previous calendar week; or |
• | to a third party who acts as a “consultant” and supplies the consultant’s analysis of holdings (but not actual holdings) to the consultant’s clients (including sponsors of retirement plans or their consultants) or who provides regular analysis of Fund portfolios. The types, frequency and timing of disclosure to such parties vary depending upon information requested. |
Party | Purpose | Frequency |
Time
Lag Between
Date of Information and Date Information Released |
The Bank of New York Mellon |
Credit
Approval Process
for the Voya family of funds line of credit |
As requested | None |
Institutional Shareholder Services Inc. | Proxy Voting Services | Daily | None |
Institutional Shareholder Services Inc. | Class Action Services | Monthly | 10 days |
Charles River Development | Compliance | Daily | None |
Albridge Analytics, an indirect wholly-owned subsidiary of The Bank of New York Mellon |
Provision
of Analytics
for Oversight and Reporting of Securities Lending |
Daily | None |
Name, Address and Age | Position(s) Held with the Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees 2 | Other Board Positions Held by Trustees |
Independent Trustees | |||||
Colleen
D. Baldwin
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 54 |
Trustee | November 2007 – Present | President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | 158 | DSM/Dentaquest, Boston MA (February 2014 – Present). |
John
V. Boyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 61 |
Chairperson
Trustee |
January
2014 – Present
January 2005 – Present |
President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – Present). | 158 | None. |
Patricia
W. Chadwick
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 66 |
Trustee | January 2006 – Present | Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 – Present). | 158 | Wisconsin Energy Corporation (June 2006 – Present) and The Royce Funds (35 funds) (December 2009 – Present). |
Albert
E. DePrince, Jr.
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 74 |
Trustee | May 2013 – Present | Retired. Formerly, Professor of Economics and Finance, Middle Tennessee State University (August 1991– July 2014); Dr. DePrince continued to hold a position with the university under a post-retirement contract through the end of 2014. | 158 | None. |
Name, Address and Age | Position(s) Held with the Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees 2 | Other Board Positions Held by Trustees |
Peter
S. Drotch
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 73 |
Trustee | November 2007 – Present | Retired. | 158 | First Marblehead Corporation (September 2003 – Present). |
Russell
H. Jones
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 71 |
Trustee | May 2013 – Present | Retired. | 158 | None. |
Patrick
W. Kenny
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 72 |
Trustee | January 2005 – Present | Retired. | 158 | Assured Guaranty Ltd. (April 2004 – Present). |
Joseph
E. Obermeyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 57 |
Trustee | May 2013 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | 158 | None. |
Sheryl
K. Pressler
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 64 |
Trustee | January 2006 – Present | Consultant (May 2001 – Present). | 158 | None. |
Roger
B. Vincent
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 69 |
Trustee | February 2002 – Present | Retired. Formerly, President, Springwell Corporation, a corporate finance firm (March 1989 – August 2011). | 158 | UGI Corporation (February 2006 – Present) and UGI Utilities, Inc. (February 2006 – Present). |
Trustee who is an “Interested Person” | |||||
Shaun
Mathews
3
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 59 |
Trustee | November 2007 – Present | President and Chief Executive Officer, Voya Investments, LLC (November 2006 – Present). | 158 | Voya Capital Corporation, LLC and Voya Investments Distributor, LLC, (December 2005 – Present); Voya Funds Services, LLC, Voya Investments, LLC and Voya Investment Management, (March 2006 – Present); and Voya Investment Trust Co. (April 2009 – Present). |
1 | Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an “interested person” as defined in the 1940 Act, of the Fund (as defined below, “Independent Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent |
Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Trust under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise complying under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees). | |
2 | For the purposes of this table, “Fund Complex” means the Voya family of funds, including the following investment companies: Voya Asia Pacific High Dividend Equity Income Fund; Voya Balanced Portfolio, Inc.; Voya Emerging Markets High Dividend Equity Fund; Voya Equity Trust; Voya Funds Trust; Voya Global Advantage and Premium Opportunity Fund; Voya Global Equity Dividend and Premium Opportunity Fund; Voya Infrastructure, Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya International High Dividend Equity Income Fund; Voya Investors Trust; Voya Money Market Portfolio; Voya Mutual Funds; Voya Natural Resources Equity Income Fund; Voya Partners, Inc.; Voya Prime Rate Trust; Voya Senior Income Fund; Voya Separate Portfolios Trust; Voya Series Fund, Inc.; Voya Strategic Allocation Portfolios, Inc.; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust. The number of funds in the Fund Complex is as of March 31, 2015. |
3 | Mr. Mathews is deemed to be an “interested person” of the Trust, as defined in the 1940 Act, because of his current affiliation with any of the Voya funds, Voya Financial, Inc. or Voya Financial, Inc.’s affiliates. |
Name, Address and Age | Position(s) Held with the Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years |
Shaun
P. Mathews
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 59 |
President and Chief Executive Officer | November 2006 - Present | President and Chief Executive Officer, Voya Investments, LLC (November 2006 – Present). |
Michael
J. Roland
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 56 |
Executive Vice President | February 2002 - Present | Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (April 2012 – Present). Formerly, Chief Compliance Officer, Directed Services LLC and Voya Investments, LLC (March 2011 – December 2013); Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (January 2007 – April 2012) and Chief Compliance Officer, Voya Family of Funds (March 2011 – February 2012). |
Stanley
D. Vyner
230 Park Avenue New York, New York 10169 Age: 65 |
Chief
Investment Risk Officer
Executive Vice President |
October 2000 -
Present
September 2009 - Present |
Executive Vice President, Voya Investments, LLC (July 2000 – Present) and Chief Investment Risk Officer, Voya Investments, LLC (January 2003 – Present). |
Kevin
M. Gleason
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 48 |
Chief Compliance Officer | February 2012 - Present | Senior Vice President and Chief Compliance Officer, Voya Investments, LLC (February 2012- Present). Formerly, Assistant General Counsel and Assistant Secretary, The Northwestern Mutual Life Insurance Company, (June 2004 – January 2012). |
Todd
Modic
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 47 |
Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary | March 2005 - Present | Senior Vice President, Voya Funds Services, LLC (March 2005 – Present). |
Name, Address and Age | Position(s) Held with the Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years |
Kimberly
A. Anderson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 50 |
Senior Vice President | November 2003 - Present | Senior Vice President, Voya Investments, LLC (October 2003 – Present). |
Julius
Drelick III
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 48 |
Senior Vice President | July 2012 - Present | Senior Vice President – Fund Compliance, Voya Funds Services, LLC (June 2012 – Present); and Chief Compliance Officer of Directed Services LLC and Voya Investments, LLC (January 2014 – Present). Formerly, Vice President - Platform Product Management & Project Management, Voya Investments, LLC (April 2007 – June 2012). |
Robert
Terris
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 44 |
Senior Vice President | May 2006 - Present | Senior Vice President, Head of Division Operations, Voya Funds Services, LLC (January 2006 – Present). |
Fred
Bedoya
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 42 |
Vice President and Treasurer | September 2012 - Present | Vice President, Voya Funds Services, LLC (March 2012 – Present). Formerly, Assistant Vice President – Director, Voya Funds Services, LLC (March 2003 – March 2012). |
Maria
M. Anderson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 56 |
Vice President | September 2004 - Present | Vice President, Voya Funds Services, LLC (September 2004 – Present). |
Lauren
D. Bensinger
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 61 |
Vice President | February 2003 - Present | Vice President, Voya Investments, LLC and Voya Funds Services, LLC (February 1996 – Present); Vice President, Voya Investments, LLC (October 2004 – Present); and Vice President and Money Laundering Reporting Officer, Voya Investments Distributor, LLC (April 2010 – Present). Anti-Money Laundering Compliance Officer, Voya Financial, Inc. (January 2013 – Present); Money Laundering Reporting Officer, Voya Investment Management Trust Co. (October 2012 – Present). Formerly, Chief Compliance Officer, Voya Investments Distributor, LLC (August 1995 – April 2010). |
Name, Address and Age | Position(s) Held with the Trust | Term of Office and Length of Time Served 1 | Principal Occupation(s) During the Past 5 Years |
Sara
Donaldson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 55 |
Vice President | September 2014 - Present | Vice President, Voya Funds Services, LLC (April 2014 – Present). Formerly, Director, Compliance, AXA Rosenberg Global Services, LLC (September 1997 – March 2014). |
Robyn
L. Ichilov
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 47 |
Vice President | October 2000 - Present | Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC (August 1997 – Present). Formerly, Treasurer, Voya Family of Funds (November 1999 – February 2012). |
Jason
Kadavy
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 39 |
Vice President | September 2012 - Present | Vice President, Voya Funds Services, LLC (July 2007 – Present). |
Kimberly
K. Springer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 58 |
Vice President | March 2006 - Present | Vice President – Mutual Fund Product Development, Voya Investments, LLC (July 2012 – Present); Vice President, Voya Investment Management Voya Family of Funds (March 2010 – Present) and Vice President, Voya Funds Services, LLC (March 2006 - Present). Formerly Managing Paralegal, Registration Statements (June 2003 – July 2012). |
Craig
Wheeler
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 46 |
Vice President | May 2013 - Present | Vice President – Director of Tax, Voya Funds Services, LLC (March 2013 – Present). Formerly, Assistant Vice President – Director of Tax, Voya Funds Services, LLC (March 2008 – February 2013). |
Huey
P. Falgout, Jr.
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 51 |
Secretary | August 2003 - Present | Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Paul
A. Caldarelli
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 63 |
Assistant Secretary | June 2010 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Theresa
K. Kelety
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 52 |
Assistant Secretary | August 2003 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
1 | The Officers hold office until the next annual meeting of the Board of Trustees and until their successors shall have been elected and qualified. |
Fund | Joint IRC | DE IRC | I/B/F IRC |
Voya Strategic Income Opportunities | X |
Fund | Dollar Range of Equity Securities in each Fund as of December 31, 2014 | ||||
Colleen D. Baldwin | John V. Boyer | Patricia W. Chadwick | Albert E. DePrince, Jr. | Peter S. Drotch | |
Voya Strategic Income Opportunities | None | None | None | None | None |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in the Voya family of funds | Over $100,000 1 |
Over
$100,000
Over $100,000 1 |
Over $100,000 | Over $100,000 1 | Over $100,000 |
1 | Includes the value of shares in which a Trustee has an indirect interest through a deferred compensation plan and/or a 401(K) plan. |
Name of Trustee | Name of Owners and Relationship to Trustee | Company | Title of Class | Value of Securities | Percentage of Class |
Colleen D. Baldwin | N/A | N/A | N/A | N/A | N/A |
John V. Boyer | N/A | N/A | N/A | N/A | N/A |
Patricia W. Chadwick | N/A | N/A | N/A | N/A | N/A |
Albert E. DePrince, Jr. | N/A | N/A | N/A | N/A | N/A |
Peter S. Drotch | N/A | N/A | N/A | N/A | N/A |
Russell H. Jones | N/A | N/A | N/A | N/A | N/A |
Patrick W. Kenny | N/A | N/A | N/A | N/A | N/A |
Joseph Obermeyer | N/A | N/A | N/A | N/A | N/A |
Sheryl K. Pressler | N/A | N/A | N/A | N/A | N/A |
Name of Trustee | Name of Owners and Relationship to Trustee | Company | Title of Class | Value of Securities | Percentage of Class |
Roger B. Vincent | N/A | N/A | N/A | N/A | N/A |
Fund | Aggregate Compensation | |||||
Colleen D. Baldwin | John V. Boyer | Patricia W. Chadwick | Albert E. DePrince, Jr. | Peter S. Drotch | J. Michael Earley 1 | |
Total Compensation from the Fund and the Voya familiy of funds Paid to Trustees |
Name of Fund | Class | Name and Address |
Percentage
of Class |
Percentage
of Fund |
[fund name] | [ ] | [ ] | [ ]% | [ ]% |
Annual Management Fee Effective May 1, 2015 |
0.65% of the Fund’s average daily net assets. |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Strategic Income Opportunities | |||
Management Fee (Prior to May 1, 2015) | [ ] | $28,389 | $11,194 |
Administrative Services Fee (Prior to May 1, 2015) | $ 5,162 | $ 2,035 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | None |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Strategic Income Opportunities | [ ] | [ ] | [ ] |
Sub-Adviser | Annual Sub-Advisory Fee |
Voya Investment Management Co. LLC (“Voya IM”) | 0.2475% of the Fund’s average daily net assets. |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Strategic Income Opportunities | [ ] | $12,775 | $5,037 |
Portfolio Manager | Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | |||
Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets | |
Christine Hurtsellers, CFA | 9 | $ 9,681,469,272 | 30 | $8,628,005,566 | 21 | $8,798,974,345 |
Matthew Toms, CFA | 11 | $13,405,349,674 | 29 | $8,597,265,583 | 42 | $9,273,647,349 |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Christine Hurtsellers, CFA | [None] |
Matthew Toms, CFA | [None] |
Fund | Name of Principal Underwriter | Net Underwriting Discounts and Commissions | Compensation on Redemptions and Repurchases | Brokerage Commissions | Other Compensation |
Voya Strategic Income Opportunities | Voya Investments Distributor, LLC | [ ] | [ ] | [ ] | N/A |
Dealers’ Reallowance as a Percentage of Offering Price | |
Amount of Transaction | Class A |
$0 to $99,999 | 2.00% |
$100,000 to $499,999 | 1.50% |
$500,000 to $999,999 | 1.00% |
$1 million and over | See below |
Class A | Class C | ||
Fund | Sales Charges before Dealer Reallowance | Sales Charges after Dealer Reallowance | Deferred Sales Charges |
2015 | |||
2014 | $0 | $0 | $0 |
2013 | $0 | $0 | $0 |
Fund | Type of Plan | Type of Fee | ||
Distribution Fee |
Shareholder
Service Fee |
Combined
Distribution and Shareholder Service Fee |
||
Voya Strategic Income Opportunities | ||||
Class A |
Shareholder
Service Plan |
N/A | 0.25% | N/A |
Class C | Distribution Plan | 0.75% | N/A | N/A |
Shareholder
Service Plan |
N/A | 0.25% | N/A | |
Class R |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Fund | Class | Advertising | Printing | Salaries & Commissions | Broker Servicing | Miscellaneous | Total |
Voya Strategic Income Opportunities | A | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
C | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
I | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
R | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] | |
W | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Strategic Income Opportunities | [ ] | $ 341 | $ 25 |
Fund | March 31, | ||
2015 | 2014 | 2013 | |
Voya Strategic Income Opportunities | [ ] | $ 600 | $ 245 |
Fund | Security Description | Market Value |
Voya Strategic Income Opportunities | [ ] | [ ] |
1) | Current, retired or former officers, trustees, directors or employees (including members of their immediate families) of Voya Financial, Inc., registered investment companies in the Voya family of funds and their affiliates purchasing shares for their own accounts. Immediate family members include: Parents; Spouse (as recognized under local law); Siblings; Children; Grandparents; Aunts/Uncles; Nieces/Nephews; Cousins; Dependents; Parents-in-law; Brothers-in-law; and Sisters-in-law. |
2) | affiliated and non-affiliated Insurance companies (including separate accounts) that have entered into a selling agreement with Voya Financial, Inc. and purchase shares directly from the Distributor. |
3) | Registered investment advisors, trust companies and bank trust departments investing on their own behalf or on behalf of their clients. |
4) | The current employees (including registered representatives), and their immediate family members, of broker-dealers and financial institutions that have entered into an agreement with the Distributor (or otherwise having an arrangement with a broker-dealer or financial institution with respect to sales of Fund shares). |
5) | Investments made by accounts that are part of certain qualified fee-based programs (“wrap accounts”). |
6) | The movement of shares from qualified employee benefit plans provided that the movement of shares involves an in-kind transfer of Class A shares. |
7) | For investors purchasing Class A shares with proceeds from the following sources: Redemptions from any fund from the Voya family of funds if you: (a) originally paid a front-end sales charge on the shares; and (b) reinvest the money within 90 days of the redemption date. This waiver is subject to the following conditions: |
• | This privilege may only be used once per year; and |
• | The amount that may be reinvested is limited to an amount up to the redemption proceeds; and |
• | Written or electronic order for the purchase of shares may be received by the Transfer Agent from the financial intermediary or the shareholder (or be postmarked) within 90 days after the date of redemption; and |
• | Purchases may be handled by a securities dealer who may charge a fee; and |
• | Payment may accompany the request and the purchase will be made at the then current NAV of a Fund. |
8) | Shareholders of Adviser Class at the time these shares were re-designated as Class A shares if purchased directly with a Fund. |
9) | Former Class M shareholders if purchased directly with a Fund. |
10) | Any charitable organization that has determined that a Fund is a legally permissible investment and is prohibited by applicable investment law from paying a sales charge or commission and purchases shares directly from the Distributor. |
11) | Any state, county, or city or any instrumentality, department authority or agency thereof that has determined that a Fund is a legally permissible investment and is prohibited by applicable investment law from paying a sales charge or commission and purchases shares directly from the Distributor. |
• | Shares that are no longer subject to the applicable holding period; |
• | Redemption of shares purchased through reinvestment of dividends or capital gain distributions; or |
• | Shares that were exchanged for shares of another fund managed by the Adviser provided that the shares acquired in such exchange and subsequent exchanges will continue to remain subject to the CDSC, if applicable, until the applicable holding period expires. |
• | Redemptions following the death or disability of the shareholder or beneficial owner if the redemption is made within one year of death or initial determination of permanent disability; |
• | Total or partial redemptions of shares owned by an individual or an individual in joint tenancy (with rights of survivorship) but only for redemptions of shares held at the time of death or initial determination of permanent disability; |
• | Redemptions pursuant to a Systematic Withdrawal Plan provided that such redemptions: |
o | are limited annually to no more than 12% of the original account value and |
o | annually thereafter, provided all dividends and distributions are reinvested and the total redemptions do not exceed 12% annually; and |
• | Total or partial redemption of shares in connection with any mandatory distribution from a tax-advantaged retirement plan or an IRA. This waiver does not apply in the case of a tax-free rollover or transfer of assets, other than the one following a separation from services, except that a CDSC or redemption fee may be waived in certain circumstances involving redemptions in connection with a distribution from a qualified employer retirement plan in connection with termination of employment or termination of the employer’s plan and the transfer to another employer’s plan or to an IRA. |
(a) | Proceeds of the redemption may be directly deposited into a predetermined bank account, or mailed to the current address on record. This address cannot reflect any change within the previous 30 days. |
(b) | Certain account information will need to be provided for verification purposes before the redemption will be executed. |
(c) | Only one telephone redemption (where proceeds are being mailed to the address of record) can be processed within a 30 day period. |
(d) | The maximum amount which can be liquidated and sent to the address of record at any one time is $100,000. |
(e) | The minimum amount which can be liquidated and sent to a predetermined bank account is $5,000. |
(f) | If the exchange involves the establishment of a new account, the dollar amount being exchanged must at least equal the minimum investment requirement of the Voya fund being acquired. |
(g) | Any new account established through the exchange privilege will have the same account information and options except as stated in the Prospectus. |
(h) |
Certificated shares
cannot be redeemed or exchanged by telephone but must be forwarded to Voya Investment Management at Voya Investment Management
P.O. Box 9772 Providence, RI 02940-9772 and deposited into your account before any transaction may be processed. |
(i) | If a portion of the shares to be exchanged are held in escrow in connection with a Letter of Intent, the smallest number of full shares of the Voya fund to be purchased on the exchange having the same aggregate NAV as the shares being exchanged shall be substituted in the escrow account. Shares held in escrow may not be redeemed until the Letter of Intent has expired and/or the appropriate adjustments have been made to the account. |
(j) | Shares may not be exchanged and/or redeemed unless an exchange and/or redemption privilege is offered pursuant to the Fund’s then-current Prospectus. |
(k) | Proceeds of a redemption may be delayed up to 15 days or longer until the check used to purchase the shares being redeemed has been paid by the bank upon which it was drawn. |
Portfolio | Amount | Expiration Dates |
Voya Strategic Income Opportunities | ($114,482) | None |
Total | ($ 114,482) |
ACSC | Shares are depleted on a first-in, first-out basis with the cost basis calculated by multiplying the shares redeemed by the average cost per share on all shares purchased on or after January 1, 2012. |
FIFO (First In, First Out) | Oldest shares purchased are redeemed first. |
LIFO (Last In, First Out) | Most recent shares purchased are redeemed first. |
HIFO (Highest Cost In, First Out) | Shares with highest cost basis are redeemed first. |
LOFO (Lowest Cost In First Out) | Shares with lowest cost basis are redeemed first. |
HILT (Highest Cost Long Term In, First Out) | Will redeem the long-term highest cost available shares first. |
HIST (Highest Cost Short Term In, First Out) | Will redeem the short-term highest cost available shares first. |
LILT (Lowest Cost Long Term In, First Out) | Will redeem the long-term lowest cost available shares first. |
LIST (Lowest Cost Short Term In, First Out) | Will redeem the short-term lowest cost available shares first. |
Specific Lot Depletion | The shares sold are specifically identified by you at the time of redemption. |
PROXY VOTING PROCEDURES AND GUIDELINES
VOYA FUNDS
VOYA INVESTMENTS, LLC
DIRECTED SERVICES LLC
Date Last Revised: May 21, 2015
B-1
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Introduction
The purpose of these Proxy Voting Procedures and Guidelines (the Procedures, the Guidelines) is to set forth the Board of Directors/Trustees of the Voya funds (the Board) instructions to Voya Investments, LLC and Directed Services LLC (each referred to as the Advisor and collectively the Advisors) for the voting of proxies for each fund the Board serves as Director/Trustee (the Funds).
The Board may elect to delegate proxy voting to a sub-advisor of the Funds and also approve the sub-advisors proxy policies and procedures for implementation on behalf of such Voya fund (a Sub-Advisor-Voted Fund). A Sub-Advisor-Voted Fund is not covered under these Procedures and Guidelines, except as described in the Reporting and Record Retention section below with respect to vote reporting requirements. However, they are covered by those sub-advisors proxy policies, provided that the Board has approved them.
These Procedures and Guidelines incorporate principals and guidance set forth in relevant pronouncements of the Securities and Exchange Commission (SEC) and its staff on the fiduciary duty of the Board to ensure that proxies are voted in a timely manner and that voting decisions are in the Funds beneficial owners best interest.
The Board, through these instructions, delegates to the Advisors Proxy Coordinator the responsibility to vote the Funds proxies in accordance with these Procedures and Guidelines on behalf of the Board. The Board further delegates to the Compliance Committee of the Board certain oversight duties regarding the Advisors functions as it pertains to the voting of the Funds proxies.
The Board directs the engagement of a Proxy Advisory Firm to be initially appointed and annually reviewed and approved by the Board. The Proxy Coordinator is responsible for overseeing the Proxy Advisory Firm and shall direct the Proxy Advisory Firm to vote proxies in accordance with the Guidelines.
These Procedures and Guidelines will be reviewed by the Boards Compliance Committee annually, and will be updated at such time as deemed appropriate. No change to these Procedures and Guidelines will be made except pursuant to Board direction. Non-material amendments, however, may be approved for immediate implementation by the Boards Compliance Committee, subject to ratification by the full board at its next regularly scheduled meeting.
Advisors Roles and Responsibilities
Proxy Coordinator
The Voya Proxy Coordinator shall direct the Proxy Advisory Firm to vote proxies on behalf of the Funds and the Advisors in connection with annual and special meetings of shareholders (except those regarding bankruptcy matters and/or related plans of reorganization).
The Proxy Coordinator is responsible for overseeing the Proxy Advisory Firm (as defined in the Proxy Advisory Firm section below) and voting the Funds proxies in accordance with the Procedures and Guidelines on behalf of the Funds and the Advisors. The Proxy Coordinator is authorized to direct the Proxy Advisory Firm to vote a Funds proxy in accordance with the Procedures and Guidelines. Responsibilities assigned to the Proxy Coordinator, or activities that support it, may be performed by such members of the Proxy Group (as defined in the Proxy Group section below) or employees of the Advisors affiliates as the Proxy Group deems appropriate.
The Proxy Coordinator is also responsible for identifying and informing Counsel (as defined in the Counsel section below) of potential conflicts between the proxy issuer and the Proxy Advisory Firm, the Advisors, the Funds principal underwriters, or an affiliated person of the Funds. The Proxy Coordinator will identify such potential conflicts of interest based on information the Proxy Advisory Firm periodically provides; client analyses, distributor, broker-dealer, and vendor lists; and information derived from other sources, including public filings.
Proxy Advisory Firm
The Proxy Advisory Firm is responsible for coordinating with the Funds custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. To the extent applicable, the Proxy Advisory Firm is required to provide research, analysis, and vote recommendations under its Proxy Voting guidelines, as well as to produce vote recommendations and/or refer all proxies in accordance with the Guidelines.
Page | 2 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Proxy Group
The members of the Proxy Group, which may include employees of the Advisors affiliates, are identified in Exhibit 1 , and may be amended from time to time at the Advisors discretion except that the Funds Chief Investment Risk Officer, the Funds Chief Compliance Officer, and the Funds Proxy Coordinator shall be members unless the Board determines otherwise.
Investment Professionals
The Funds sub-advisors and/or portfolio managers are each referred to herein as an Investment Professional and collectively, Investment Professionals. The Board encourages the Funds Investment Professionals to submit a recommendation to the Proxy Group regarding any proxy voting related proposal pertaining to the portfolio securities over which they have day-to-day portfolio management responsibility. Additionally, when requested, Investment Professionals are responsible for submitting a recommendation to the Proxy Group regarding proxy voting related proxy contests or mergers and acquisitions involving to the portfolio securities over which they have day-to-day portfolio management responsibility.
Counsel
A member of the mutual funds legal practice group of the Advisor (Counsel) is responsible for determining if a potential conflict of interest is in fact deemed a conflict of interest and notifying the Chair of the Compliance Committee.
Proxy Voting Procedures
Proxy Group Oversight
A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum is either the Funds Chief Investment Risk Officer or Chief Compliance Officer) will constitute a quorum for purposes of taking action at any meeting of the Group.
The Proxy Group may meet in person or by telephone. The Proxy Group also may take action via electronic mail in lieu of a meeting, provided that the Proxy Coordinator follows the directions of a majority of a quorum responding via e-mail.
A Proxy Group meeting will be held whenever:
|
The Proxy Coordinator receives a recommendation from an Investment Professional to vote a Funds proxy contrary to the Guidelines. |
|
The Proxy Advisory Firm has made no recommendation on a matter and the Procedures do not provide instruction. |
|
A matter requires case-by-case consideration, including those in which the Proxy Advisory Firms recommendation is deemed to be materially conflicted. |
|
The Proxy Coordinator requests the Proxy Groups input and vote recommendation on a matter. |
In its discretion, the Proxy Group may provide the Proxy Coordinator with standing instructions to perform responsibilities assigned to the Proxy Group, or activities in support thereof, on its behalf, provided that such instructions do not contravene any requirements of these Procedures or the Guidelines.
If the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Proxy Advisory Firms recommendation, these recommendations do not contravene any requirements of these Procedures or the Guidelines, and no issue of conflict must be considered, the Proxy Coordinator may implement the instructions without calling a Proxy Group meeting.
For each proposal referred to the Proxy Group, it will review:
|
The relevant Procedures and Guidelines, |
|
The recommendation of the Proxy Advisory Firm, if any, |
|
The recommendation of the Investment Professional(s), if any, |
|
Other resources that any Proxy Group member deems appropriate to aid in a determination of a recommendation. |
Page | 3 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Vote Instruction
The vote of a simple majority of the voting members present will determine any matter submitted to a vote. Tie votes will be resolved by securing the vote of members not present at the meeting; provided, however, that the Proxy Coordinator will ensure compliance with all applicable voting and conflict of interest procedures, and will use best efforts to secure votes from as many absent members as may reasonably be accomplished, and to provide such members with a substantially similar level of relevant information as that provided at the in-person meeting.
In the event a tie vote cannot be resolved, or in the event that the vote remains a tie, the Proxy Coordinator will refer the vote to the Compliance Committee Chair for vote determination.
In the event a tie vote cannot be timely resolved in connection with a voting deadline, the Proxy Coordinator will vote in accordance with the Proxy Advisory Firms recommendation.
A member of the Proxy Group may abstain from voting on any given matter, provided that the member does not participate in the Proxy Group discussion(s) in connection with the vote determination. If abstention results in the loss of quorum, the process for resolving tie votes will be observed.
If the Proxy Group recommends that a Fund vote contrary to the Guidelines, the Proxy Group will follow the Out-of-Guidelines procedures.
The Proxy Group may vote contrary to the Guidelines based on a recommendation from an Investment Professional.
Vote Determination and Execution
These Procedures and Guidelines specify how the Funds generally will vote with respect to the proposals indicated. Unless otherwise noted, the Proxy Group instructs the Proxy Coordinator, on behalf of the Advisors, to vote in accordance with these Procedures and Guidelines.
Within-Guidelines Votes: Votes in Accordance with the Guidelines
In the event the Proxy Group and, where applicable, an Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Proxy Advisory Firm, through the Proxy Coordinator, to vote in this manner.
Out-of-Guidelines Votes:
|
Votes Contrary to the Procedures and Guidelines |
|
Proxy Advisory Firm Does not Provide a Recommendation and the Guidelines do not provide voting instruction |
A vote would be considered Out-of-Guidelines if the:
|
Proxy Group or an Investment Professional recommends that a Fund vote contrary to the Guidelines. |
|
Procedures and Guidelines provides no instruction and the Proxy Advisory Firm has made no recommendation on a matter. |
A vote will not be deemed to be Out-of-Guidelines if the Investment Professionals recommendation is contrary to these Procedures and Guidelines and/or the Proxy Advisorys Firm recommendation, and when the Guidelines stipulate that primary consideration will be given to input from the Investment Professional.
Routine Matters
Upon instruction from the Proxy Coordinator, the Proxy Advisory Firm will submit a vote in accordance with these Procedures and Guidelines where there is a clear policy ( e.g. , For, Against, Withhold, or Abstain) on a proposal.
Matters Requiring Case-by-Case Consideration
The Proxy Coordinator will provide the Proxy Advisory Firm with the appropriate information from these Procedures and Guidelines to specify how the Funds generally will vote. The Proxy Advisory Firm will review proxy materials based on these Procedures and Guidelines and will refer proxy proposals accompanied by its written analysis and vote recommendation to the Proxy Coordinator when these Procedures and Guidelines indicate case-by-case. Additionally, the Proxy Advisory Firm will refer any
Page | 4 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
proxy proposal to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of these Procedures and Guidelines is unclear or appears to involve unusual or controversial issues.
Upon receipt of a referral from the Proxy Advisory Firm, the Proxy Coordinator may solicit additional research or clarification from the Proxy Advisory Firm, Investment Professional(s), or other sources.
The Proxy Coordinator will review matters requiring a case-by-case consideration to determine if the Proxy Group had previously provided the Proxy Coordinator with standing vote instructions in accordance with the Proxy Advisory Firms recommendation, or a provision within the Guidelines is applicable based on prior voting history.
If a matter requires input and vote determination from the Proxy Group, the Proxy Coordinator will forward the Proxy Advisory Firms analysis and recommendation, the Proxy Coordinators recommendation and/or any research obtained from the Investment Professional(s), the Proxy Advisory Firm, or any other source to the Proxy Group. The Proxy Group may consult with the Proxy Advisory Firm and/or Investment Professional(s) as appropriate.
The Proxy Coordinator will use best efforts to convene a Proxy Group meeting with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with a voting deadline, it is the policy of the Funds and Advisors to vote in accordance with the Proxy Advisory Firms recommendation.
Non-Votes: Votes in which No Action is Taken
The Proxy Group may recommend that a Fund refrain from voting under certain circumstances including:
|
The economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant, e.g. , proxies in connection with fractional shares, securities no longer held in the portfolio of a Voya fund or proxies being considered on behalf of a Fund that is no longer in existence. |
|
The cost of voting a proxy outweighs the benefits, e.g. , certain international proxies, particularly in cases when share blocking practices may impose trading restrictions on the relevant portfolio security. |
In such cases, the Proxy Group may instruct the Proxy Advisory Firm, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Groups review of a specific proxy.
Further, Counsel may permit the Proxy Coordinator to abstain from voting any proposal that is subject to a material conflict, provided such abstention does not have the same effect as an against vote, and therefore has no effect on the outcome of the vote.
The Proxy Coordinator will make reasonable efforts to secure and vote all other proxies for the Funds, particularly in markets where shareholders rights are limited.
Matters Requiring Further Consideration
Referrals to the Compliance Committee
If a vote is deemed Out-of-Guidelines and Counsel has determined that a material conflict of interest appears to exist with respect to the party or parties ( i.e . Proxy Advisory Firm, the Advisors, underwriters, affiliates, any participating Proxy Group member, or any Investment Professional(s)) participating in the voting process, the Proxy Coordinator will refer the vote to the Compliance Committee Chair.
If an Investment Professional discloses a potential conflict of interest, and Counsel determines that the conflict of interest appears to exist, the proposal will also be referred to the Compliance Committee for review.
The Compliance Committee will be provided all recommendations (including Investment Professional(s)), analyses, research, and Conflicts Reports and any other written materials used to establish whether a conflict of interest exists, and will instruct the Proxy Coordinator how such referred proposals should be voted.
The Proxy Coordinator will use best efforts to refer matters to the Compliance Committee for its consideration in a timely manner. In the event any such matter cannot be referred to or considered by the Compliance Committee in a timely manner, the Compliance Committees standing instruction is to vote Within Guidelines.
Page | 5 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Consultation with Compliance Committee
The Proxy Coordinator may consult the Compliance Committee Chair for guidance on behalf of the Committee if application of these Procedures and Guidelines is unclear or in connection with any unusual or controversial issue or a recommendation received from an Investment Professional.
The Compliance Committee will receive a report detailing proposals that were voted Out-of-Guidelines, Within Guidelines if the Investment Professionals recommendation was not acted on, or was referred to the Compliance Committee.
Conflicts of Interest
The Advisors shall act in the Funds beneficial owners best interests and strive to avoid conflicts of interest.
Conflicts of interest can arise, for example, in situations where:
|
The issuer is a vendor whose products or services are material to the Voya Funds, the Advisors or their affiliates. |
|
The issuer is an entity participating to a material extent in the distribution of the Voya Funds |
|
The issuer is a significant executing broker dealer; |
|
Any individual that participates in the voting process for the Funds including an Investment Professional, a member of the Proxy Group, an employee of the Advisors, or Director/ Trustee of the Board serves as a director or officer of the issuer; or, |
|
The issuer is Voya Financial. |
Potential Conflicts with a Proxy Issuer
The Proxy Coordinator is responsible for identifying and informing Counsel of potential conflicts with the proxy issuer. In addition to obtaining potential conflict of interest information described in the Roles and Responsibilities section above, members of the Proxy Group are required to disclose to the Proxy Coordinator any potential conflicts of interests prior to discussing the Proxy Advisory Firms recommendation.
The Proxy Group member will advise the Proxy Coordinator in the event a Proxy Group member believes that a potential or perceived conflict of interest exists that may preclude him/her from making a vote determination in the best interests of the Funds beneficial owners. The Proxy Group member may elect to recuse himself/herself from consideration of the relevant proxy or ask the Proxy Coordinator to solicit the opinion of Counsel on the matter, recusing himself/herself only in the event Counsel determines that a material conflict of interest exists. If recusal, whether voluntary or pursuant to Counsels findings, does not occur prior to the members participation in any Proxy Group discussion of the relevant proxy, any Out-of-Guidelines Vote determination is subject to the Compliance Committee referral process. Should members of the Proxy Group verbally disclose a potential conflict of interest, they are required to complete a Conflict of Interest Report, which will be reviewed by Counsel.
Investment Professionals are also required to complete a Conflict of Interest Report or confirm in writing that they do not have any potential conflicts of interests when submitting a vote recommendation to the Proxy Coordinator.
The Proxy Coordinator gathers and analyzes the information provided by the Proxy Advisory Firm, the Advisors, the Funds principal underwriters, affiliates of the Funds, members Proxy Group, Investment Professionals, and the Directors and Officers of the Funds. Counsel will document such potential material conflicts of interest on a consolidated basis as appropriate.
The Proxy Coordinator will instruct the Proxy Advisory Firm to vote the proxy as recommended by the Proxy Group if Counsel determines that a material conflict of interest does not appear to exist with respect a proxy issuer, any participating Proxy Group member, or any participating Investment Professional(s).
Page | 6 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Compliance Committee Oversight
The Proxy Coordinator will refer a proposal to the Funds Compliance Committee if the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has determined that a material conflict of interest appears to exist in order that the conflicted party(ies) have no opportunity to exercise voting discretion over a Funds proxy.
The Proxy Coordinator will refer the proposal to the Compliance Committee Chair, forwarding all information relevant to the Compliance Committees review, including the following or a summary of its contents:
|
The applicable Procedures and Guidelines |
|
The Proxy Advisory Firm recommendation |
|
The Investment Professional(s)s recommendation, if available |
|
Any resources used by the Proxy Group in arriving at its recommendation |
|
Counsels findings |
|
Conflicts Report(s) and/or any other written materials establishing whether a conflict of interest exists |
In the event a member of the Funds Compliance Committee believes he/she has a conflict of interest that would preclude him/her from making a vote determination in the best interests of the applicable Funds beneficial owners, the Compliance Committee member will advise the Compliance Committee Chair and recuse himself/herself with respect to the relevant proxy determinations.
Conflicts Reports
Investment Professionals, the Proxy Advisory Firm, and members of the Compliance Committee, the Proxy Group, and the Proxy Coordinator are required to disclose any potential conflicts of interest and/or confirm they do not have a conflict of interest in connection with their participation in the voting process for portfolio securities. The Conflicts Report should describe any known relationships of either a business or personal nature that Counsel has not previously assessed, which may include communications with respect to the referral item, but excluding routine communications with or submitted to the Proxy Coordinator or Investment Professional(s) on behalf of the subject company or a proponent of a shareholder proposal.
The Conflicts Report should also include written confirmation that the Investment Professional based the recommendation in connection with an Out-of-Guidelines Vote or under circumstances where a conflict of interest exists solely on the investment merits of the proposal and without regard to any other consideration.
Completed Conflicts Reports should be provided to the Proxy Coordinator as soon as possible and may be submitted to the Proxy Coordinator verbally, provided the Proxy Coordinator completes the Conflicts Report, and the submitter reviews and approves the Conflict Report in writing.
The Proxy Coordinator will forward all Conflicts Reports to Counsel for review. Upon review, Counsel will provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of interest is present.
Counsel will document such potential conflicts of interest on a consolidated basis as appropriate rather than maintain individual Conflicts Reports.
Assessment of the Proxy Advisory Firm
The Proxy Coordinator, on behalf of the Board and the Advisors, will assess if the Proxy Advisory Firm:
|
Is independent from the Advisors |
|
Has resources that indicate it can competently provide analysis of proxy issues |
|
Can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners |
|
Has adequate compliance policies and procedures to: |
¡ |
Ensure that its proxy voting recommendations are based on current and accurate information |
¡ |
Identify and address conflicts of interest. |
The Proxy Coordinator will utilize, and the Proxy Advisory Firm will comply with, such methods for completing the assessment as the Proxy Coordinator may deem reasonably appropriate. The Proxy
Page | 7 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Advisory Firm will also promptly notify the Proxy Coordinator in writing of any material change to information previously provided to the Proxy Coordinator in connection with establishing the Proxy Advisory Firms independence, competence, or impartiality.
Information provided in connection with the Proxy Advisory Firms potential conflict of interest will be forwarded to Counsel for review. Counsel will review such information and advise the Proxy Coordinator as to whether a material concern exists and if so, determine the most appropriate course of action to eliminate such concern.
Voting Funds of Funds, Investing Funds and Feeder Funds
Funds that are Funds-of-Funds will echo vote their interests in underlying mutual funds, which may include mutual funds other than the Voya funds indicated on Voyas website ( www.voyainvestments.com ). Meaning that, if the Fund-of-Funds must vote on a proposal with respect to an underlying investment company, the Fund-of-Funds will vote its interest in that underlying fund in the same proportion all other shareholders in the underlying investment company voted their interests.
However, if the underlying fund has no other shareholders, the Fund-of-Funds will vote as follows:
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If the Fund-of-Funds and the underlying fund are being solicited to vote on the same proposal ( e.g. , the election of fund directors/trustees), the Fund-of-Funds will vote the shares it holds in the underlying fund in the same proportion as all votes received from the holders of the Fund-of-Funds shares with respect to that proposal. |
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If the Fund-of-Funds is being solicited to vote on a proposal for an underlying fund ( e.g. , a new Sub-Advisor to the underlying fund), and there is no corresponding proposal at the Fund-of-Funds level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal. |
An Investing Fund ( e.g ., any Voya fund), while not a Fund-of-Funds will have the foregoing Fund-of-Funds procedure applied to any Investing Fund that invests in one or more underlying funds. Accordingly:
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Each Investing Fund will echo vote its interests in an underlying fund, if the underlying fund has shareholders other than the Investing Fund. |
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In the event an underlying fund has no other shareholders, and the Investing Fund and the underlying fund are being solicited to vote on the same proposal, the Investing Fund will vote its interests in the underlying fund in the same proportion as all votes received from the holders of its own shares on that proposal. |
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In the event an underlying fund has no other shareholders, and there is no corresponding proposal at the Investing Fund level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal. |
A fund that is a Feeder Fund in a master-feeder structure passes votes requested by the underlying master fund to its shareholders. Meaning that, if the master fund solicits the Feeder Fund, the Feeder Fund will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to how it should vote its interest in an underlying master fund.
When a Voya fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master funds proxy voting policies and procedures. As such, except as described in the Reporting and Record Retention section below, Feeder Funds will not be subject to these Procedures and Guidelines.
Securities Lending
Many of the Funds participate in securities lending arrangements to generate additional revenue for the Fund. Accordingly, the Fund will not be able to vote securities that are on loan under these types of arrangements. However, under certain circumstances, for voting issues that may have a significant impact on the investment, the Proxy Group or Proxy Coordinator may request to recall securities that are on loan if they determine that the benefit of voting outweighs the costs and lost revenue to the Fund and the administrative burden of retrieving the securities.
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Investment Professionals may also deem a vote is material in the context of the portfolio(s) they manage. Therefore, they may request that lending activity on behalf of their portfolio(s) with respect to the relevant security be reviewed by the Proxy Group and considered for recall and/or restriction. The Proxy Group will give primary consideration to relevant Investment Professional input in its determination of whether a given proxy vote is material and the associated security accordingly restricted from lending. The determination that a vote is material in the context of a Funds portfolio will not mean that such vote is considered material across all Funds voting at that meeting. In order to recall or restrict shares on a timely basis for material voting purposes, the Proxy Coordinator, on behalf of the Proxy Group, will use best efforts to consider, and when appropriate, to act upon, such requests on a timely basis. Requests to review lending activity in connection with a potentially material vote may be initiated by any relevant Investment Professional and submitted for the Proxy Groups consideration at any time.
Reporting and Record Retention
Reporting by the Funds
Annually, as required, each Fund and each Sub-Advisor-Voted Fund will post its proxy voting record, or a link to the prior one-year period ending on June 30 th on the Voya Funds website. The proxy voting record for each Fund and each Sub-Advisor-Voted Fund will also be available on Form N-PX in the EDGAR database on the website of the Securities and Exchange Commission (SEC). For any Voya fund that is a feeder in a master/feeder structure, no proxy voting record related to the portfolio securities owned by the master fund will be posted on the Voya funds website or included in the Funds Form N-PX; however, a cross-reference to the master funds proxy voting record as filed in the SECs EDGAR database will be included in the Funds Form N-PX and posted on the Voya funds website. If an underlying master fund solicited any Feeder Fund for a vote during the reporting period, a record of the votes cast by means of the pass-through process described above will be included on the Voya funds website and in the Feeder Funds Form N-PX.
Reporting to the Compliance Committee
At each regularly scheduled quarterly Compliance Committee meeting, the Compliance Committee will receive a report from the Proxy Coordinator indicating each proxy proposal, or a summary of such proposals, that was:
1. |
Voted Out-of-Guidelines, including any proposals voted Out-of-Guidelines as a result of special circumstances raised by an Investment Professional; |
2. |
Voted Within Guidelines in cases when the Proxy Group did not agree with an Investment Professionals recommendation; |
3. |
Referred to the Compliance Committee for determination. |
The report will indicate the name of the company, the substance of the proposal, a summary of the Investment Professionals recommendation, where applicable, and the reasons for voting, or recommending, an Out-of-Guidelines Vote or, in the case of (2) above, a Within-Guidelines Vote.
Reporting by the Proxy Coordinator on behalf of the Advisor
The Advisor will maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following:
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A copy of each proxy statement received regarding a Funds portfolio securities. Such proxy statements the issuers send are available either in the SECs EDGAR database or upon request from the Proxy Advisory Firm. |
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A record of each vote cast on behalf of a Fund. |
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A copy of any Advisor-created document that was material to making a proxy vote decision, or that memorializes the basis for that decision. |
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A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Advisor voted proxies on behalf of a Fund. |
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A record of all recommendations from Investment Professionals to vote contrary to the Guidelines, |
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All proxy questions/recommendations that have been referred to the Compliance Committee, and all applicable recommendations, analyses, research, Conflict Reports, and vote determinations. |
All proxy voting materials and supporting documentation will be retained for a minimum of six years, the first two years in the Advisors office.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Records Maintained by the Proxy Advisory Firm
The Proxy Advisory Firm will retain a record of all proxy votes handled by the Proxy Advisory Firm. Such record must reflect all the information required to be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Proxy Advisory Firm is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Advisor upon request.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
PROXY VOTING GUIDELINES
Introduction
Proxies must be voted in the best interest of the Funds beneficial owners. The Guidelines summarize the Funds positions on various issues of concern to investors, and give an indication of how Fund securities will be voted on proposals dealing with particular issues. Nevertheless, the Guidelines are not exhaustive, do not include all potential voting issues, and proposals may be addressed, as necessary, on a CASE-BY-CASE basis rather than according to the Guidelines.
These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available shall be considered CASE-BY-CASE .
The Board encourages Investment Professionals to submit a recommendation to the Proxy Group regarding proxy voting related to the portfolio securities over which they have day-to-day portfolio management responsibility. Recommendations from the Investment Professionals may be submitted or requested in connection with any proposal and are likely to be requested with respect to proxies for private equity or fixed income securities and/or proposals related to merger transactions/corporate restructurings, proxy contests, or unusual or controversial issues.
These policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.
Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement, or other legal requirement to which an issuer may be or become subject. No proposal shall be supported whose implementation would contravene such requirements.
General Policies
In cases receiving CASE-BY-CASE consideration, including cases not specifically provided for under these Guidelines, the Funds policy is to vote in accordance with the recommendation provided by the Funds Proxy Advisory Firm.
Further, the Funds policy is to vote in accordance with the Proxy Advisory Firms recommendation when such recommendation aligns with the recommendation of the relevant companys management or management has made no recommendation. However, this policy will not apply to CASE-BY-CASE proposals for which a contrary recommendation from the relevant Investment Professional(s) is being utilized.
Investment Professionals input will be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund if they involve merger transactions/corporate restructurings, proxy contests, fixed income or private equity securities, or unusual or controversial issues.
The Funds policy is to not support proposals that would impose a negative impact on existing rights of the Funds beneficial owners to the extent that any positive impact would not be deemed sufficient to outweigh removal or diminution of such rights. Depending on the relevant market, appropriate opposition may be expressed as an ABSTAIN, AGAINST, or WITHHOLD vote.
International Policies
Companies incorporated outside the U.S. are subject to the foregoing U.S. Guidelines if they are listed on a U.S. exchange and treated as a U.S. domestic issuer by the SEC. Where applicable, certain U.S. Guidelines may also be applied to companies incorporated outside the U.S., e.g. , companies with a significant base of U.S. operations and employees. However, the following provide for differing regulatory and legal requirements, market practices, and political and economic systems existing in various international markets.
Funds will vote AGAINST international proxy proposals when the Proxy Advisory Firm recommends voting AGAINST such proposal because relevant disclosure by the company, or the time provided for consideration of such disclosure, is inadequate.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
The Funds will consider proposals that are associated with a firm AGAINST vote on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends their support when:
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The company or market transitions to better practices ( e.g ., having committed to new regulations or governance codes); |
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The market standard is stricter than the Funds guidelines; or |
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It is the more favorable choice when shareholders must choose between alternate proposals. |
Proposal Specific Policies
As mentioned above, these policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.
Proxy Contests:
Consider votes in contested elections on a CASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).
Reimburse Proxy Solicitation Expenses
Consider Shareholder proposals to reimburse proxy solicitation expenses on a CASE-BY-CASE basis; vote FOR if the Funds supports the associated director candidates.
Uncontested Proxies:
1- |
The Board of Directors |
Overview
The Funds will lodge disagreement with a companys policies or practices by withholding support from the relevant proposal rather than from the director nominee(s) to which the Proxy Advisory Firm assigns a correlation. Support will be withheld from directors deemed responsible for governance shortfalls. If the director(s) are not standing for election (e.g., the board is classified), support will not be withheld from others in their stead. When a determination is made to withhold support due to concerns other than those related to an individual directors independence or actions, responsibility may be attributed to the entire board, a committee, or an individual (such as the CEO or committee chair), taking into consideration whether the desired effect is to send a message or to remove the director from service.
The Funds will vote FOR directors in connection with issues raised by the Proxy Advisory Firm if the director did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Proxy Advisory Firm.
Vote with the Proxy Advisory Firms recommendation when more candidates are presented than available seats and no other provisions under these Guidelines apply.
In cases where a director holds more than one board seat and corresponding votes, manifested as one seat as a physical person plus an additional seat as a representative of a legal entity, generally vote with the Proxy Advisory Firms recommendation to withhold support from the legal entity and vote on the physical person.
Vote with the Proxy Advisory Firms recommendation to withhold support from directors for whom support has become moot since the time the individual was nominated ( e.g. , due to death, disqualification, or determination not to accept appointment).
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Independence
Determination of Independence
The Fund will consider the relevant country or market listing exchange and the Proxy Advisory Firms standards with respect to determining director independence. These standards provide that, to be considered independent, a director shall have no material connection to the company other than the board seat.
Although the Funds may agree with the Proxy Advisory Firms independence standards, such agreement shall not dictate that a Funds vote will be cast according to the Proxy Advisory Firms corresponding recommendation. Further, the application of Guidelines in connection with such standards will apply only when the directors level of independence can be ascertained based on available disclosure. Note: Non-voting directors ( e.g. , director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence.
Board Independence
The Funds policy is that a board should be majority independent or meet the applicable independence requirements of the relevant country or market listing exchange (collectively defined as Independence Requirements). Therefore, the Funds will consider non-independent directors standing for election on a CASE-BY-CASE basis when the full board does not meet the Independence Requirements.
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WITHHOLD support from the fewest non-independent directors whose removal would achieve the Independence Requirements across the remaining board, except that support may be withheld from additional directors whose relative level of independence cannot be differentiated. |
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WITHHOLD support from all non-independent directors, including the founder, chairman, or CEO, if the number required to achieve the Independence Requirements is equal to or greater than the number of non-independent directors standing for election. |
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Vote FOR non-independent directors in the role of CEO, and when appropriate, founder or chairman, and determine support for other non-independent directors based on the qualifications and contributions of the director as well as the Funds voting precedent for assessing relative independence to management ( e.g. , insiders holding senior executive positions are deemed less independent than affiliated outsiders with a transactional or advisory relationship to the company). |
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However, WITHHOLD support from such non-independent directors as described above if they are members of the audit or remuneration (compensation) committees. |
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WITHHOLD support from non-independent director or bundled slates if the boards independence cannot be ascertained due to inadequate disclosure. |
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WITHHOLD support from bundled slates which include non-independent directors and where the boards independence does not meet the applicable independence requirements of the relevant listing exchange |
Consider non-independent directors on a CASE-BY-CASE basis when the Proxy Advisory Firm has raised concerns regarding diminished shareholder value as evidenced by a significant drop in share price, voting with Proxy Advisory Firms recommendation AGAINST such directors when few, if any, outside directors are present on the board AND:
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The founding family has retained undue influence over the company despite a history of scandal or problematic controls; and |
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The directors have engaged in protectionist activities such as introduction of a poison pill or preferential and/or dilutive share issuances; or |
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Evidence exists regarding compliance or accounting shortfalls. |
For companies in Japan , generally follow the Proxy Advisory Firms recommendations in furtherance of greater board independence and minority shareholder protections, including to WITHHOLD support from:
At all companies :
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The top executive(s) if the board does not include at least one outside director. |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
At companies with controlling shareholders :
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The top executive(s) if the board does not include at least two independent directors. |
At companies with a three-committee structure :
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Non-independent outside directors if the board is not majority independent. |
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Non-independent directors serving on the nominating committee if the board does not include at least two independent directors. |
However, v ote FOR the top executive at companies in Japan if the only reason the Proxy Advisory Firms Withhold recommendation is due to the company underperforming in terms of capital efficiency; i.e., when the company has posted average return on equity (ROE) of less than five percent over the last five fiscal years.
For companies in Italy presenting multiple slates of directors ( voto di lista ), WITHHOLD support from all slates until director names are disclosed, and upon disclosure, follow the Proxy Advisory Firms standards for assessing which slate is best suited to represent shareholder interests.
WITHHOLD support from directors or slates of directors when they are presented in a manner not aligned with the Independence Requirements, market best practice and/or regulation, including:
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Bundled slates of directors ( e.g. , Canada , France , Hong Kong , or Spain ); |
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Simultaneous reappointment of retiring directors ( e.g. , South Africa ); |
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In markets with term lengths capped by regulation or market practice, directors whose terms exceed the caps or are not disclosed; or |
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Directors whose names are not disclosed in advance of the meeting or far enough in advance relative to voting deadlines to make an informed voting decision. |
Consider self-nominated or shareholder-nominated director candidates on a CASE-BY-CASE basis, with voting decisions generally based on the Proxy Advisory Firms approach to evaluating such candidates, except that:
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An unqualified candidate will not be supported simply to effect a protest vote; |
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A candidate will not be supported if the candidates agenda is not in line with the long-term best interests of the company; and |
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Cases of multiple self-nominated candidates may be considered as a proxy contest if similar issues are raised ( e.g. , potential change in control). |
Key Committee Independence
WITHHOLD support from non-independent directors if:
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They sit on the audit or remuneration (compensation) committee, |
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The full board serves as the audit or remuneration (compensation) committee, or |
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The company does not have an audit or remuneration (compensation) committee. |
WITHHOLD support from audit or remuneration (compensation) committee slates that include non-independent directors in the election.
Vote FOR non-independent directors who sit on the nominating committee, provided that such committee meets the Independence Requirements, and is not a member of the audit or remuneration (compensation) committee.
Vote FOR nominating committee slates that include non-independent directors in the election as long as the non-independent directors are not members of the audit or remuneration (compensation) committees.
Vote FOR non-independent directors if the full board serves as the nominating committee only (not as the audit or remuneration (compensation) committees) OR has not created the nominating committee, provided that the company is in compliance with all provisions of the listing exchange in connection with performance of relevant functions ( e.g. , performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).
Consider on a CASE-BY-CASE basis the non-independent directors if the company is not in compliance with all required provisions of the listing exchange.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Vote AGAINST proposals that permit non-board members to serve on the audit, remuneration (compensation), or nominating committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s) except where best market practice otherwise dictates.
Consider other concerns regarding committee members on a CASE-BY-CASE basis.
Shareholder Proposals Regarding Board/Key Committee Independence
Director Independence
Vote AGAINST shareholder proposals seeking to redefine director independence or directors specific roles ( e.g. , responsibilities of the lead director).
Majority Independent Board
Vote AGAINST shareholder proposals asking that more than a simple majority of directors be independent.
Increase Key Committee Independence
Vote AGAINST shareholder proposals asking that the independence of the nominating committee be greater than that required by the country or market listing exchange.
Board Composition
Attendance
WITHHOLD support from a director who, during both of the most recent two years, attended less than 75 percent of the board and committee meetings during the directors period of service without a valid reason for the absences.
Vote FOR in connection with attendance issues for directors who have served on the board for less than the two most recent years.
WITHHOLD support if two-year attendance cannot be ascertained from available disclosure.
The two-year attendance policy shall be applied to attendance of statutory auditors at Japanese companies.
Over-boarding
Vote FOR directors without regard to over-boarding issues, unless when in conjunction with attendance issues during the most recent year. Consider such circumstances on a CASE-BY-CASE basis.
Vote AGAINST shareholder proposals limiting the number of public company boards on which a director may serve.
Chairman / CEO
Vote FOR directors without regard to recommendations that the position of chairman should be separate from that of CEO, or should otherwise required to be independent, unless other concerns requiring CASE-BY-CASE consideration are raised ( e.g ., former CEOs proposed as board chairmen in markets, such as the United Kingdom , for which best practice recommends against such practice).
Vote AGAINST shareholder proposals requiring that the positions of chairman and CEO be held separately, unless significant corporate governance concerns have been cited. Consider such circumstances on a CASE-BY-CASE basis.
Cumulative/Net Voting Markets ( e.g., Russia )
When cumulative or net voting applies, generally follow the Proxy Advisory Firms approach to vote FOR nominees asserted by the issuer to be independent, irrespective of audit committee membership, even if independence disclosure or criteria fall short of the Proxy Advisory Firms standards.
Board Accountability
Compensation Practices ( U.S. and Canada )
It is the Funds policy that matters of compensation are best determined by an independent board and compensation committee. Therefore support may be withheld from compensation committee members whose actions or disclosure do not appear to support compensation practices aligned with the best interests of the company and its shareholders.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
The Funds generally will lodge disagreement with a companys compensation policies or practices by withholding support from the relevant proposal rather than from the compensation committee members. However, where applicable, votes on compensation committee members in connection with compensation practices should be considered on a CASE-BY-CASE basis:
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Say on pay . If shareholders have been provided with an advisory vote on executive compensation (say on pay), and practices not supported under these Guidelines (provisions under Section 2. Compensation) have been identified, the Funds will align with the Proxy Advisory Firm when a vote AGAINST the say on pay proposal has been recommended in lieu of withholding support from certain nominees for compensation concerns. Companies receiving negative recommendations on both compensation committee members and say on pay (or shareholders have not been provided with a say on pay) regarding issues not otherwise supported by these Guidelines will be considered on a CASE-BY-CASE basis. |
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Say on pay responsiveness . Compensation committee members opposed by the Proxy Advisory Firm for failure to sufficiently address compensation concerns evidenced by significant opposition to the most recent say on pay vote will be considered on a CASE-BY-CASE basis, factoring in the following: |
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If the most recent say on pay vote received majority opposition and the company has not demonstrated an adequate level of responsiveness, WITHHOLD support from the compensation committee chair. |
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If the most recent say on pay vote passed but received significant opposition, vote FOR the compensation committee members if a Fund voted FOR that say on pay or did not have voting rights on that proposal. If a Fund voted AGAINST the say on pay and the company has not demonstrated an adequate level of responsiveness, vote WITHHOLD support from the compensation committee chair. |
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If the compensation committee chair is not standing for election under circumstances meriting the chairs opposition, WITHHOLD support from the other compensation committee members. If no compensation committee members are standing for election, consider other directors on a CASE-BY-CASE basis. |
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Say on frequency . If the Proxy Advisory Firm opposes directors because the company has implemented a say on pay schedule that is less frequent than the frequency most recently preferred by at least a plurality of shareholders, WITHHOLD support from the compensation committee chair. If the compensation committee chair is not standing for election, WITHHOLD support from the other compensation committee members. If no compensation committee members are standing for election, consider other directors on a CASE-BY-CASE basis. |
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Tenure . Vote FOR compensation committee members who did not serve on the compensation committee during the majority of the time period relevant to the concerns cited by the Proxy Advisory Firm. |
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Repricing . If the Proxy Advisory Firm recommends withholding support from compensation committee members in connection with their failure to seek, or acknowledge, a shareholder vote on plans to reprice, replace, buy back, or exchange options, WITHHOLD support from such directors. (Note: cancellation of options would not be considered an exchange unless the cancelled options were re-granted or expressly returned to the plan reserve for reissuance.) |
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Commitments . Vote FOR compensation committee members receiving an adverse recommendation due to problematic pay practices if the company makes a public commitment ( e.g. , via a Form 8-K filing) to rectify the practice on a going-forward basis. However, consider on a CASE-BY-CASE basis if the company does not rectify the practice by the following years annual general meeting. |
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Burn Rate Commitment . If burn rate commitment issues are raised, consider compensation committee members on a CASE-BY-CASE basis, taking into account factors such as burn rate history and issuers rationale and disclosure. |
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Other . If the Proxy Advisory Firm has raised other considerations regarding poor compensation practices, consider compensation committee members on a CASE-BY-CASE basis. |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
For all other markets , consider remuneration committee members on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends withholding support from directors in connection with remuneration practices not otherwise supported by these Guidelines (provisions under Section 2. Compensation), including cases in which the issuer has not followed market practice by submitting a resolution on executive compensation.
Accounting Practices
Vote FOR audit committee members, or the companys CEO or CFO if nominated as directors, who did not serve on the committee or did not have responsibility over the relevant financial function, during the majority of the time period relevant to the concerns cited.
Consider the companys CEO and CFO, if nominated as directors, and audit committee members on a CASE-BY-CASE basis if poor accounting practice concerns are raised. Vote FOR if the company has not yet had a full year to remediate the concerns since the time they were identified or if the company has taken adequate steps to remediate the concerns cited, which would typically include removing or replacing the responsible executives, and if the concerns are not re-occurring.
WITHHOLD support from audit committee members if the company has failed to disclose auditors fees broken down by category.
WITHHOLD support from the relevant proposal (provisions under Section 3. Auditor Ratification) rather than from the audit committee members if there are concerns regarding a companys non-audit fees.
Problematic Actions
When the Proxy Advisory Firm recommends withholding support due to assessment that a director acted in bad faith or against shareholder interests in connection with a major transaction, such as a merger or acquisition, or due to other material failures or problematic actions, consider on a CASE-BY-CASE basis, factoring in the merits of the directors performance, rationale, and disclosure provided.
If the Proxy Advisory Firm cites concerns regarding actions in connection with a directors service on another board , vote FOR the director if the company has provided adequate rationale regarding the appropriateness of the director to serve on the board under consideration.
When the Proxy Advisory Firm recommends withholding support from any director due to share pledging concerns, consider on a CASE-BY-CASE basis, factoring in the pledged amount, unwind time, and any historical concerns being raised. Responsibility will be assigned to the pledgor, where the pledged amount and unwind time are deemed significant and, therefore, an unnecessary risk to the company.
Consider directors for whom scandals or internal controls concerns have been raised on a CASE-BY-CASE basis, supporting the directors or slates of directors unless:
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The scandal or shortfall in controls took place at the company, or an affiliate, for which the director is being considered; |
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Culpability can be attributed to the director ( e.g. , director manages or audits the relevant function); and |
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The director has been directly implicated, with resulting arrest and criminal charge or regulatory sanction. |
Anti-Takeover Measures
Consider on a CASE-BY-CASE basis any director responsible for implementing excessive anti-takeover measures, including failure to remove restrictive poison pill features or to ensure a pills expiration or timely submission to shareholders for vote, unless a company has implemented a policy that should reasonably prevent abusive use of its poison pill. WITHHOLD support from the board chair or, if not standing for election, the lead director. If neither is standing for election, WITHHOLD support from all continuing directors.
Consider on a CASE-BY-CASE basis any directors where the company has failed to opt out of a state law requiring companies to implement a staggered board structure. WITHHOLD support from the board chair, or if not standing for election, lead director. If neither is standing for election, WITHHOLD support from all continuing directors when the company:
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Demonstrates sustained poor stock performance (measured by one- and three-year total shareholder returns); and |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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Has a non-shareholder-approved poison pill in place, without provisions to redeem or seek approval in a reasonable period of time; or |
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Maintains a dual class capital structure, imposes a supermajority vote requirement, or has authority to issue blank check preferred stock. |
Performance Test for Directors
Consider directors failing the Proxy Advisory Firms performance test, which includes market-based and operating performance measures, on a CASE-BY-CASE basis. WITHHOLD support from the board chair, or if not standing for election, lead director. If neither is standing for election, WITHHOLD support from all continuing directors in cases where the directors have received a negative recommendation due to sustained poor stock performance (measured by one- and three-year total shareholder returns) combined with multiple takeover defenses/entrenchment devices if the company:
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Is a controlled company or has a non-shareholder-approved poison pill in place, without provisions to redeem or seek approval in a reasonable period of time; or |
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Maintains a dual class capital structure, imposes a supermajority vote requirement, or has authority to issue blank check preferred stock. |
Sustained poor stock performance combined with other takeover defenses/ entrenchment devices will be considered on a CASE-BY-CASE basis.
Board Responsiveness
Consider on a CASE-BY-CASE basis any director where the company has failed to implement a majority-approved shareholder proposal. Vote FOR if the shareholder proposal has been reasonably addressed or the Funds Guidelines or voting record did not support the relevant proposal or issue. WITHHOLD support from the board chair, or, if not standing for election, from all continuing directors, if the shareholder proposal at issue is supported under these Guidelines and the board has not disclosed a credible rationale for not implementing the proposal.
In the U.S. , proposals seeking shareholder ratification of a poison pill may be deemed reasonably addressed if the company has implemented a policy that should reasonably prevent abusive use of the pill.
If the board has not acted upon a director not receiving shareholder support representing a majority of the votes cast at the previous annual meeting, consider directors on a CASE-BY-CASE basis. Vote FOR directors when:
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The issue relevant to the majority negative vote has been adequately addressed or cured, which may include disclosure of the boards rationale; or |
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The Funds Guidelines or voting record do not support the relevant proposal or issue causing the majority negative vote. |
If the above provisions have not been satisfied, WITHHOLD support from the chair of the nominating committee, or if not standing for election, consider other directors on a CASE-BY-CASE basis.
BoardRelated Proposals
Classified/Declassified Board Structure
Vote AGAINST proposals to classify the board unless the proposal represents an increased frequency of a directors election in the staggered cycle (e.g., seeking to move from a three-year cycle to a two-year cycle). Vote FOR proposals to repeal classified boards and to elect all directors annually.
Board Structure
Vote FOR management proposals to adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent, corporate governance concerns have been identified, or the proposal may result in a material reduction in shareholders rights.
Vote AGAINST shareholder proposals to impose new board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent and corporate governance concerns have been identified.
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For companies in Japan , generally follow the Proxy Advisory Firms approach to proposals seeking a board structure that would provide greater independence oversight of management and the board.
Board Size
Vote FOR proposals that seek to fix the size of the board or designate a range for its size.
Vote AGAINST proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
Board Size (International)
Vote FOR proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations. Proposed article amendments in this regard will be considered on a CASE-BY-CASE basis.
Director and Officer Indemnification and Liability Protection
Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard.
Vote AGAINST proposals to limit or eliminate entirely directors and officers liability in connection with monetary damages for violating the duty of care.
Vote AGAINST indemnification proposals that would expand coverage beyond legal expenses to acts that are more serious violations of fiduciary obligation, such as negligence.
Director and Officer Indemnification and Liability Protection (International)
Vote in accordance with the Proxy Advisory Firms standards for indemnification and liability protection for officers and directors, voting AGAINST overly broad provisions.
Discharge of Management/Supervisory Board Members
Vote FOR management proposals seeking the discharge of management and supervisory board members (including when the proposal is bundled), unless concerns are raised about the past actions of the companys auditors or directors, or legal or regulatory action is being taken against the board by other shareholders.
Vote FOR such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the company or its board.
Establish Board Committee
Vote FOR shareholder proposals that seek creation of an audit, compensation, or nominating committee of the board, unless the committee in question is already in existence or the company claims an exemption of the listing exchange ( e.g. , committee functions are served by a majority of independent directors).
Vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.
Filling Board Vacancies / Removal of Directors
Vote AGAINST proposals that provide that directors may be removed only for cause.
Vote FOR proposals to restore shareholder ability to remove directors with or without cause.
Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.
Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Stock Ownership Requirements
Vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.
Term Limits / Retirement Age
Vote FOR management proposals and AGAINST shareholder proposals limiting the tenure of outside directors or imposing a mandatory retirement age for outside directors (unless the proposal seeks to relax existing standards).
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2- |
Compensation |
Frequency of Advisory Votes on Executive Compensation
Vote FOR proposals seeking an annual say on pay and AGAINST those seeking a less frequent.
Proposals to Provide an Advisory Vote on Executive Compensation ( Canada )
Vote FOR , with a preference for an ANNUAL vote.
Executive Pay Evaluation
Advisory Votes on Executive Compensation (Say on Pay) and Remuneration Reports
Vote FOR management proposals seeking ratification of the companys executive compensation structure unless the program includes practices or features not supported under these Guidelines, and the proposal receives a negative recommendation from the Proxy Advisory Firm.
Listed below are examples of compensation practices and provisions, and respective consideration treatment under the Guidelines, factoring in whether the company has provided reasonable rationale/disclosure for such factors or the proposal as a whole.
Consider on a CASE-BY-CASE basis:
|
Single Trigger Equity Provisions |
|
Short-Term Investment Plans where the board has exercised discretion to exclude extraordinary items. |
|
Long-Term Incentive Plans where executives already hold significant equity positions. |
|
Long-Term Incentive Plans where the vesting period is too short |
|
Pay Practices (or combination of practices) that appear to have created a misalignment between CEO pay and performance with regard to shareholder value. |
|
Excessive levels of discretionary bonuses, recruitment awards, retention awards, non-compete payments, severance/termination payments, perquisites (unreasonable levels in context of total compensation or purpose of the incentive awards or payouts). |
Vote AGAINST :
|
Provisions that permit repricing, replacement, buy back, or exchange options. (Note: cancellation of options would not be considered an exchange unless the cancelled options were re-granted or expressly returned to the plan reserve for reissuance.) |
|
Retesting in connection with achievement of performance hurdles. |
|
Compensation structures that unreasonably insulate pay from performance conditions. |
|
Single Trigger Cash Severance Provisions in new or materially amended plans, contracts, or payments that do not require an actual change in control in order to be triggered, or such provisions that are maintained in agreements previously opposed by a Fund. |
|
Named executives officers have material input into setting their pay. |
|
Short-Term Incentive Plans where treatment of payout factors has been inconsistent ( e.g. , exclusion of losses but not gains). |
|
Long-Term Incentive Plans that are inadequately aligned with shareholders because the performance period being measured within the vesting cycle is too short. |
|
Long-Term Incentive Plans that lack an appropriate equity component ( e.g., overly cash-based plans). |
|
For companies in international markets, plans provide for contract or notice periods or severance/termination payments that exceed market practices, e.g., relative to multiple of annual compensation. |
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Equity-Based and Other Incentive Plans
Equity Compensation
Votes with respect to compensation and employee benefit plans, or the issuance of shares in connection with such plans, should be determined on a CASE-BY-CASE basis. If the Proxy Advisory Firm issues a negative recommendation and one of the reasons provided below is found to be true for the plan or issuance in question, vote AGAINST the plan or issuance:
Plan Cost
|
Vote AGAINST if the plan exceeds recommended cost ( U.S. or Canada ). |
|
Vote AGAINST if a cost or dilution assessment may not be possible due to the method of disclosing shares allocated to the plan(s). |
Dilution
Vote AGAINST if the plan exceeds recommended burn rates and/or dilution limits, including cases in which dilution cannot be fully assessed ( e.g. , due to inadequate disclosure).
Repricing or Replacement of Options
|
Vote AGAINST plans that: |
¡ |
Permit repricing of stock options, or any form or alternative to repricing, without shareholder approval, |
¡ |
Include provisions that permit repricing, replacement, or exchange transactions that do not meet recommended criteria, or |
¡ |
Give the board sole discretion to approve option repricing, replacement, or exchange programs. |
|
Consider on a CASE-BY-CASE basis specific proposals to reprice options. |
Discounts
Vote AGAINST if there are deep or near-term discounts (or the equivalent, such as dividend equivalents on unexercised options) to executives or directors.
Vesting or Performance Periods
Vote AGAINST if the plan includes vesting or performance periods that do not meet recommended standards.
Vesting upon Change in Control
Vote AGAINST if the plan provides for vesting upon change in control if deemed to evidence a potential conflict of interest or anti-takeover device or if the change in control definition is too liberal.
Retesting
Vote AGAINST if the plan provides for retesting in connection with achievement of performance hurdles.
Misalignment between CEO Pay and Performance
Vote AGAINST if the proposed awards further misaligns the CEO pay and performance with regard to shareholder value, including where pay appears unreasonably insulated from performance conditions and/or awards under the plan are concentrated among named executive officers.
Plans Administered by Potential Grant Recipients
Vote AGAINST .
Awards to Outside Directors
Vote AGAINST if the plan provides for retirement benefits or equity incentive awards to outside directors if not in line with market practice.
Financial Assistance/Loans to Participants
Vote AGAINST if the plan permits financial assistance to executives, directors, subsidiaries, affiliates, or related parties that is not in line with market practice.
Long-Term Incentive Plans
Vote AGAINST long-term incentive plans that are inadequately aligned with shareholders because the performance period is too short or they lack an appropriate equity component.
|
In cases where executives already hold significant equity positions, these proposals will be reviewed on a CASE-BY-CASE basis. |
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Overly Liberal Change in Control Definition
Vote AGAINST . (This refers to plans that would reward recipients even if the event does not result in an actual change in control or results in a change in control but does not terminate the employment relationship.)
Inadequate Performance or Vesting Criteria
These proposals will be reviewed on a CASE-BY-CASE basis.
Post-Employment Vesting or Exercise of Options
Vote AGAINST if deemed inappropriate.
Eliminate Existing Shareholder Approval Requirements for Material Plan Changes
Vote AGAINST , unless the company has provided a reasonable rationale and/or adequate disclosure regarding the requested changes.
Material Amendments to Plans
Vote AGAINST if the plan allows plan administrators to make material amendments without shareholder approval unless adequate prior disclosure has been provided.
Amendment Procedures for Equity Compensation Plans and Employee Stock Purchase Plans (ESPPs) (Toronto Stock Exchange Issuers)
Vote AGAINST if the amendment procedures do not preserve shareholder approval rights.
Contract or Notice Periods or Severance/Termination Payments
Vote AGAINST if the plan provides for contract or notice periods or severance/termination payments that exceed market practice, e.g. , relative to multiples of annual compensation.
Stock Option Plans for Independent Internal Statutory Auditors ( Japan )
Vote AGAINST .
Matching Share Plans
Vote AGAINST if the matching share plan that does not meet recommended standards, considering holding period, discounts, dilution, participation, purchase price, and performance criteria.
Employee Stock Purchase Plans
Consider CASE-BY-CASE with voting decisions generally based on the Proxy Advisory Firms approach to evaluating such proposals.
Capital Issuances in Support of Employee Stock Purchase Plans
Consider CASE-BY-CASE with voting decisions generally based on the Proxy Advisory Firms approach to evaluating such proposals.
OBRA-Related Compensation Proposals
Plans Intended to Qualify for Favorable Tax Treatment under Section 162(m) of OBRA
Vote AGAINST if a potential recipient under the plan(s) sits on the committee that exercises discretion over the related compensation awards. Vote FOR plans in cases where the only concern cited is lack of board independence, provided that the board meets the independence requirements of the relevant listing exchange. Consider other concerns CASE-BY-CASE .
Amendments that Place a Cap on Annual Grants or Amend Administrative Features to Comply with Section 162(m) of OBRA
Vote FOR .
Amendments to Add Performance-Based Goals to Comply with Section 162(m) of OBRA
Vote FOR , unless the amendments are clearly inappropriate.
Amendments to Increase Shares and Retain Tax Deductions under OBRA
Consider on a CASE-BY-CASE basis.
Approval of Cash or Cash-and-Stock Bonus Plans to Exempt the Compensation from Taxes under Section 162(m) of OBRA
Vote FOR , with primary consideration given to managements assessment that such plan meets the requirements for exemption of performance-based compensation. However, consider on a CASE-BY-CASE basis when broader compensation concerns exist.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Implement 401(k) Employee Benefit Plans for Employees
Vote FOR .
Director Compensation
Non-Executive Director Cash Compensation
Factor in the merits of the rationale and disclosure provided. Vote FOR if the amount is not excessive, there is no evidence of abuse, the recipients overall compensation appears reasonable, the administrating committee meets exchange or market standards for independence, and other significant market standards are met. Otherwise, consider on a CASE-BY-CASE basis.
Non-Executive Director Equity Compensation
Consider on a CASE-BY-CASE basis.
Bonus Payments ( Japan )
Vote FOR if all payments are for directors or auditors who have served as executives of the company, and against if any payments are for outsiders. Otherwise, consider on a CASE-BY-CASE basis.
Bonus Payments Scandals
Vote AGAINST bonus proposals for retiring directors or continuing directors or auditors when culpability can be attributed to the nominee, unless bundled with bonuses for a majority of directors or auditors a Fund is voting FOR.
Severance Agreements
Vesting of Equity Awards upon Change in Control
Vote FOR management proposals seeking a specific treatment ( e.g. , double trigger or pro-rata) of equity that vests upon change in control, unless evidence exists of abuse in historical compensation practices.
Vote AGAINST shareholder proposals regarding the treatment of equity if:
|
The change in control cash severance provisions are double-triggered; and |
|
The company has provided a reasonable rationale regarding the treatment of equity. |
Executive Severance or Termination Arrangements, Including those Related to Executive Recruitment or Retention
Vote FOR such compensation arrangements if:
|
The primary concerns raised would not result in a negative vote, under these Guidelines, on a management say on pay proposal, the relevant board or committee member(s); |
|
The company has provided adequate rationale and/or disclosure; or |
|
Support is recommended as a condition to a major transaction such as a merger. |
Single Trigger Cash Severance Provisions
Vote AGAINST new or materially amended plans, contracts, or payments that include single trigger change in control cash severance provisions or do not require an actual change in control in order to be triggered.
Compensation-Related Shareholder Proposals
Double Triggers
Vote FOR shareholder proposals seeking double triggers on change in control cash severance provisions.
Executive and Director Compensation
Unless evidence exists of abuse in historical compensation practices, vote AGAINST shareholder proposals that seek to impose new compensation structures or policies.
Holding Periods
Vote AGAINST shareholder proposals requiring mandatory periods for officers and directors to hold company stock.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Submit Parachute Arrangements for Shareholder Ratification
Vote FOR (with parachutes defined as compensation arrangements related to termination that specify change in control events). Consider on a CASE-BY-CASE basis if the proposal does not include unduly restrictive or arbitrary provisions such as advance approval requirements.
Submit Severance and Termination Payments for Shareholder Ratification
Vote FOR shareholder proposals to submit executive severance agreements for shareholder ratification, if such proposals specify change in control events, Supplemental Executive Retirement Plans, or deferred executive compensation plans, or if ratification is required by the listing exchange.
3- |
Audit-Related |
Auditor Ratification
Except in cases of poor accounting practices or fees for non-audit services exceed 50 percent of total auditor fees, vote FOR management proposals to ratify auditors.
In the U.S. and Canada , vote FOR ; however, consider on a CASE-BY-CASE basis if the Proxy Advisory Firm cites poor accounting practices including:
|
Total non-audit fees exceed the total of audit fees, audit-related fees, and tax compliance and preparation fees ( i.e ., non-audit services exceed 50 percent of total auditor fees). For purposes of this review, fees deemed to be reasonable, non-recurring exceptions to the non-audit fee category ( e.g. , significant, one-time events such as those related to an IPO) shall be excluded. |
|
The company has failed to disclose the auditors fees broken down by category. |
Vote AGAINST if the company has failed to disclose auditors fees.
Vote FOR shareholder proposals asking the company to present its auditor annually for ratification.
For all other markets , follow the Proxy Advisory Firms standards.
Consider on a CASE-BY-CASE basis if:
|
The Proxy Advisory Firm raises questions of disclosure or auditor independence; |
|
Fees for non-audit services exceed 50 percent of total auditor fees and the company has not provided adequate rationale regarding the non-audit fees. |
Vote AGAINST if the company has failed to disclose auditors fees.
Remuneration of Auditors
Vote FOR , unless there is evidence of excessive compensation relative to the size and nature of the company.
Auditor Independence
Consider shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.
Audit Firm Rotation
Vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
Indemnification of Auditors
Vote AGAINST the indemnification of auditors.
Independent Statutory Auditors ( Japan )
Vote AGAINST if the candidate is affiliated ( e.g. , if the nominee has worked a significant portion of his career for the company, its main bank, or one of its top shareholders.)
Consider on a CASE-BY-CASE basis bundled slates of directors.
Consider on a CASE-BY-CASE basis cases where multiple slates of statutory auditors are presented.
Vote AGAINST incumbent directors at companies implicated in scandals or exhibiting poor internal controls.
Statutory Auditors Remuneration
Vote FOR as long as the amount is not excessive (e.g., significant increases should be supported by
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
adequate rationale and disclosure), there is no evidence of abuse, the recipients overall compensation appears reasonable, and the board and/or responsible committee meet exchange or market standards for independence.
4- |
Shareholder Rights and Defenses |
Advance Notice for Shareholder Proposals
Vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the company.
Amendments to Corporate Documents
Except to align with legislative or regulatory changes or when support is recommended by the Proxy Advisory Firm or relevant Investment Professional(s), vote AGAINST proposals seeking to remove shareholder approval requirements or otherwise remove or diminish shareholder rights, e.g. , by:
|
Adding restrictive provisions; |
|
Removing provisions or moving them to portions of the charter not requiring shareholder approval; or |
|
In corporate structures such as holding companies, removing provisions in an active subsidiarys charter that provide voting rights to parent company shareholders. |
This policy would also apply to proposals seeking to amend or approve corporate agreements that the Proxy Advisory Firm recommends AGAINST because a similar reduction in shareholder rights is requested.
Vote AGAINST proposals for charter amendments that support board entrenchment or may be used as an anti-takeover device (or to further anti-takeover conditions), particularly if the proposal is bundled or the board is classified.
Vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover provisions.
Appraisal Rights
Vote FOR proposals to restore, or provide shareholders with, rights of appraisal.
Article and Bylaw Amendments
Consider on a CASE-BY-CASE basis all proposals seeking adoption of, or amendments to, the articles of association, bylaws, or related board policies.
Vote FOR the proposal if:
|
The change or policy is editorial in nature; |
|
Shareholder rights are protected; |
|
There is negligible or positive impact on shareholder value; |
|
Management provides adequate reasons for the amendments or the Proxy Advisory Firm otherwise supports managements position; |
|
It seeks to discontinue and/or delist a form of the companys securities when the relevant Fund does not hold the affected security type; |
|
Notice or disclosure requirements are reasonable; or |
|
The company is required to do so by law (if applicable). |
Vote AGAINST the proposal if:
|
It removes or lowers quorum requirements for board or shareholder meetings below levels recommended by the Proxy Advisory Firm; |
|
Restrict shareholders ability to vote on directors; |
|
It reduces relevant disclosure to shareholders; |
|
It seeks to align the articles with provisions of another proposal not supported by these Guidelines; |
|
It is not supported under these Guidelines, is presented within a bundled proposal, and the negative impact, on balance, outweighs any positive impact; or |
|
It imposes a negative impact on existing shareholder rights, including rights of the Funds, or diminishes accountability to shareholders to the extent that any positive impact would not be deemed to be sufficient to outweigh removal or diminution of such rights. |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
With respect to article amendments for Japanese companies:
|
Vote FOR management proposals to amend a companys articles to expand its business lines. |
|
Vote FOR management proposals to amend a companys articles to provide for an expansion or reduction in the size of the board, unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns. |
|
If anti-takeover concerns exist, vote AGAINST management proposals, including bundled proposals, to amend a companys articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense. |
|
Follow the Proxy Advisory Firms guidelines with respect to management proposals regarding amendments to authorize share repurchases at the boards discretion, voting AGAINST proposals unless there is little to no likelihood of a creeping takeover or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders interest. |
Majority Voting Standard
Vote FOR proposals seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, provided they contain a plurality carve-out for contested elections, and provided such standard does not conflict with state law in which the company is incorporated.
Vote FOR amendments to corporate documents or other actions promoting a majority standard. (See also Section 8. Mutual Fund Proxies.)
Cumulative Voting
Vote FOR shareholder proposals to restore or permit cumulative voting.
Vote AGAINST management proposals to eliminate cumulative voting if:
|
The company is controlled; |
|
Maintains a classified board of directors; or |
|
Maintains a dual class voting structure. |
Proposals may be supported irrespective of classification if a company plans to declassify its board or adopt a majority voting standard.
Confidential Voting
Vote FOR management proposals to adopt confidential voting.
Vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:
|
In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. |
|
If the dissidents agree, the policy remains in place. |
|
If the dissidents do not agree, the confidential voting policy is waived. |
Fair Price Provisions
Consider proposals to adopt fair price provisions on a CASE-BY-CASE basis.
Vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Poison Pills
Consider on a CASE-BY-CASE basis management proposals to approve or ratify a poison pill or any plan or charter amendment ( e.g. , investment restrictions) that can reasonably be construed as an anti-takeover measure, with voting decisions based on the Proxy Advisory Firms approach to evaluating such proposals, considering factors such as rationale, trigger level, and sunset provisions. Votes will be cast in
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
a manner that seeks to preserve shareholder value and the right to consider a valid offer, voting AGAINST management proposals in connection with poison pills or anti-takeover activities (e.g., disclosure requirements or issuances, transfers, or repurchases) that do not meet the Proxy Advisory Firms standards.
DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations raised.
Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification, or to redeem its pill in lieu thereof, unless:
|
Shareholders have approved adoption of the plan; |
|
A policy has already been implemented by the company that should reasonably prevent abusive use of the pill; or |
|
The board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate. |
Consider on a CASE-BY-CASE basis shareholder proposals to redeem a companys poison pill.
Proxy Access
Consider on a CASE-BY-CASE basis proposals to provide shareholders with access to managements proxy material in order to nominate their own candidates(s) to the board, factoring in considerations such as whether significant or multiple corporate governance concerns have been identified.
Vote FOR management proposals also supported by the Proxy Advisory Firm.
Quorum Requirements
Consider on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.
Reincorporation Proposals
Consider proposals to change a companys state of incorporation on a CASE-BY-CASE basis. Vote FOR management proposals not assessed as:
|
A potential takeover defense; or |
|
A significant reduction of minority shareholder rights that outweigh the aggregate positive impact, but if so assessed, weighing managements rationale for the change. |
Vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported.
Vote AGAINST shareholder reincorporation proposals not also supported by the company.
Shareholder Advisory Committees
Consider on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.
Shareholder Ability to Call Special Meetings
Vote FOR shareholder proposals that provide shareholders with the ability to call special meetings when either of the:
|
Company does not currently permit shareholders to do so; |
|
Existing ownership threshold is greater than 25 percent; or |
|
Sole concern relates to a net-long position requirement. |
Written Consent
Vote AGAINST shareholder proposals seeking the right to act by written consent if the company:
|
Permits shareholders to call special meetings; |
|
Does not impose supermajority vote requirements; and |
|
Has otherwise demonstrated its accountability to shareholders ( e.g. , the company has reasonably addressed majority-supported shareholder proposals). |
Consider management proposals to eliminate the right to act by written consent on a CASE-BY-CASE basis, voting FOR if the above conditions are present.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Vote FOR shareholder proposals seeking the right to act by written consent if the above conditions are not present.
Consider management proposals to permit shareholders to call special meetings on a CASE-BY-CASE basis.
State Takeover Statutes
Consider on a CASE-BY-CASE basis proposals to opt-in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
Supermajority Shareholder Vote Requirement
Vote AGAINST proposals to require a supermajority shareholder vote and FOR proposals to lower supermajority shareholder vote requirements.
Consider on a CASE-BY-CASE basis if the company has shareholder(s) with significant ownership levels and the retention of existing supermajority requirements in order to protect minority shareholder interests.
Time-Phased Voting
Vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.
Unequal Voting Rights
Vote AGAINST dual-class exchange offers and dual-class recapitalizations.
White Squire Placements
Vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.
5- |
Capital and Restructuring |
Consider management proposals to make changes to the capital structure not otherwise addressed under these Guidelines on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendation unless a contrary recommendation from the relevant Investment Professional(s) is utilized.
Capital
Common Stock Authorization
Consider proposals to increase the number of shares of common stock authorized for issuance on a CASE-BY-CASE basis. The Proxy Advisory Firms proprietary approach of determining appropriate thresholds will be utilized in evaluating such proposals. In cases where the requests are above the allowable threshold, a company-specific qualitative review ( e.g. , considering rationale and prudent historical usage) will be utilized.
Vote FOR proposals within the Proxy Advisory Firms allowable thresholds, or those in excess but meeting Proxy Advisory Firms qualitative standards, to authorize capital increases, unless the company states that the stock may be used as a takeover defense.
Vote FOR proposals to authorize capital increases exceeding the Proxy Advisory Firms thresholds when a companys shares are in danger of being delisted or if a companys ability to continue to operate as a going concern is uncertain.
Notwithstanding the above, vote AGAINST :
|
Proposals to increase the number of authorized shares of a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines ( e.g. , merger or acquisition proposals). |
|
Nonspecific proposals authorizing excessive discretion to a board. |
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Dual Class Capital Structures
Vote AGAINST :
|
Proposals to create or perpetuate dual class capital structures unless supported by the Proxy Advisory Firm ( e.g. , to avert bankruptcy or generate non-dilutive financing, and not designed to increase the voting power of an insider or significant shareholder). |
|
Proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual class capital structures. |
However, consider such proposals CASE-BY-CASE if:
|
Bundled with favorable proposal(s); |
|
Approval of such proposal(s) is a condition of such favorable proposal(s); or |
|
Part of a recapitalization for which support is recommended by the Proxy Advisory Firm or relevant Investment Professional(s). |
Consider management proposals to eliminate or make changes to dual class capital structures on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendation.
Vote FOR shareholder proposals to eliminate dual class capital structures unless the relevant Fund owns a class with superior voting rights.
General Share Issuances ( International )
Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the companys rationale.
Vote AGAINST requests to reissue repurchased shares unless a related general issuance request is supported.
Voting decisions to determine support for general issuance requests (with or without preemptive rights), or related requests to repurchase and reissue shares, shall be based on the following, as identified by the Proxy Advisory Firm:
|
Their amount relative to currently issued capital; |
|
Appropriate volume and duration parameters; and |
|
Market-specific considerations ( e.g. , priority right protections in France , reasonable levels of dilution and discount in Hong Kong ). |
Vote AGAINST proposals to issue shares (with or without preemptive rights), convertible bonds, or warrants, to grant rights to acquire shares, or to amend the corporate charter relative to such issuances or grants when concerns have been identified by the Proxy Advisory Firm with respect to:
|
Inadequate disclosure; |
|
Inadequate restrictions on discounts; |
|
Failure to meet the Proxy Advisory Firms standards for general issuance requests; or |
|
Authority to refresh share issuance amounts without prior shareholder approval. |
Vote AGAINST nonspecific proposals authorizing excessive discretion to a board.
Increases in Authorized Capital ( International )
Unless otherwise provided for herein, voting decisions should be based on the Proxy Advisory Firms approach, as follows.
Vote FOR :
|
Nonspecific proposals, including bundled proposals, to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding. |
|
Specific proposals to increase authorized capital, unless: |
¡ |
The specific purpose of the increase (such as a share-based acquisition or merger) does not meet these Guidelines for the purpose being proposed; or |
¡ |
The increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances. |
Vote AGAINST proposals to adopt unlimited capital authorizations or the proposal allows the board excessive discretion.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Preemptive Rights
Consider on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the size of a company and the characteristics of its shareholder base.
Adjustments to Par Value of Common Stock
Vote FOR management proposals to reduce the par value of common stock, unless doing so raises other concerns not otherwise supported under these Guidelines.
Preferred Stock
Utilize the Proxy Advisory Firms approach for evaluating issuances or authorizations of preferred stock, taking into account the Proxy Advisory Firms support of special circumstances, such as mergers or acquisitions, as well as the following criteria:
Consider proposals to increase the number of shares of preferred stock authorized for issuance on a CASE-BY-CASE basis. This approach incorporates both qualitative and quantitative measures, including a review of:
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Past performance ( e.g. , board governance, shareholder returns and historical share usage); and |
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The current request ( e.g. , rationale, whether shares are blank check and declawed, and dilutive impact as determined through the Proxy Advisory Firms proprietary model for assessing appropriate thresholds). |
Vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock).
Vote FOR proposals to issue or create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense.
Vote AGAINST where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense.
Vote FOR proposals to authorize or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
Consider on a CASE-BY-CASE basis proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a companys industry and performance in terms of shareholder returns.
Preferred Stock ( International )
Voting decisions should generally be based on the Proxy Advisory Firms approach, including:
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Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders. |
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Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets the Proxy Advisory Firms guidelines on equity issuance requests. |
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Vote AGAINST the creation of: |
(1) a new class of preference shares that would carry superior voting rights to the common shares, or
(2) blank check preferred stock, unless the board states that the authorization will not be used to thwart a takeover bid.
Shareholder Proposals Regarding Blank Check Preferred Stock
Vote FOR shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.
Share Repurchase Programs
Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring selected parties.
Page | 30 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Vote FOR management proposals to cancel repurchased shares.
Vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate volume or duration parameters for the market.
Consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis, with input from the relevant Investment Professional(s) to be given primary consideration.
Stock Distributions: Splits and Dividends
Vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the Proxy Advisory Firms allowable thresholds.
Reverse Stock Splits
Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.
In the event the split constitutes a capital increase effectively exceeding the Proxy Advisory Firms allowable threshold because the request does not proportionately reduce the number of shares authorized, consider managements rationale and/or disclosure, voting FOR , but not supporting additional requests for capital increases on the same agenda.
Allocation of Income and Dividends ( International )
With respect to Japanese companies, consider management proposals concerning allocation of income and the distribution of dividends, including adjustments to reserves to make capital available for such purposes, on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendations to support such proposals unless:
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The dividend payout ratio has been consistently below 30 percent without adequate explanation; or |
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The payout is excessive given the companys financial position. |
Vote FOR such proposals by companies in other markets.
Vote AGAINST proposals where companies are seeking to establish or maintain disparate dividend distributions between stockholders of the same share class ( e.g ., long-term stockholders receiving a higher dividend ratio (Loyalty Dividends)).
In any market, in the event multiple dividend proposals are on the same agenda, consider on a CASE-BY-CASE basis.
Stock (Scrip) Dividend Alternatives ( International )
Vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.
Tracking Stock
Consider the creation of tracking stock on a CASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).
Capitalization of Reserves ( International )
Vote FOR proposals to capitalize the companys reserves for bonus issues of shares or to increase the par value of shares, unless concerns not otherwise supported under these Guidelines are raised by the Proxy Advisory Firm.
Debt Instruments and Issuance Requests ( International )
Vote AGAINST proposals authorizing excessive discretion to a board to issue or set terms for debt instruments ( e.g. , commercial paper).
Vote FOR debt issuances for companies when the gearing level (current debt-to-equity ratio) is between zero and 100 percent.
Consider on a CASE-BY-CASE basis proposals where the issuance of debt will result in the gearing level being greater than 100 percent, or for which inadequate disclosure precludes calculation of the gearing level, comparing any such proposed debt issuance to industry and market standards, and with voting decisions based on the Proxy Advisory Firms approach to evaluating such requests.
Page | 31 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Debt Restructurings
Consider on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.
Financing Plans ( International )
Vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.
Investment of Company Reserves ( International )
Consider proposals on a CASE-BY-CASE basis.
Restructuring
Mergers and Acquisitions
Vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is recommended by the Proxy Advisory Firm or relevant Investment Professional(s).
Votes on mergers and acquisitions will be reviewed a CASE-BY-CASE basis with voting decisions based on the Proxy Advisory Firms approach to evaluating such proposals if no input is provided by the relevant Investment Professional(s).
Corporate Restructurings
Votes on corporate restructuring proposals should be considered on a CASE-BY-CASE basis. Such proposals include, but are not limited to:
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Demergers |
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Minority squeezeouts |
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Leveraged buyouts |
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Spinoffs |
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Liquidations |
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Dispositions |
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Divestitures |
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Asset sales |
Waiver on Tender-Bid Requirement ( International )
Consider proposals on a CASE-BY-CASE basis seeking a waiver for a major shareholder or concert party from the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the request.
Related Party Transactions ( International )
Consider related party transactions on a CASE-BY-CASE basis.
Vote FOR approval of such transactions unless the agreement requests a strategic move outside the companys charter, contains unfavorable or high-risk terms ( e.g. , deposits without security interest or guaranty), or is deemed likely to have a negative impact on director or related party independence.
6- |
Environmental and Social Issues |
Environmental and Social Proposals
Boards of directors and company management are responsible for guiding the corporation in connection with matters that are most often the subject of shareholder proposals on environmental and social issues. Such matters may include:
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Ensuring that the companies they oversee comply with applicable legal, regulatory and ethical standards; |
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Effectively managing risk, and |
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Assessing and addressing matters that may have a financial impact on shareholder value. |
The Funds will vote in accordance with the boards recommendation on such proposals based on the guidelines below.
Page | 32 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
The Funds will vote AGAINST shareholder proposals seeking to:
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Dictate corporate conduct; |
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Impose excessive costs or restrictions; |
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Duplicate policies already substantially in place; or |
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Release information that would not help a shareholder evaluate an investment in the corporation as an economic matter. |
Certain instances will be considered CASE-BY-CASE . If it appears that both:
(1) |
The stewardship has fallen short as evidenced by the companys failure to align its actions and disclosure with market practice and that of its peers; or the companys having been subject to significant controversies, litigation, fines, or penalties in connection with the relevant issue; and |
(2) |
The issue is material to the company. |
Approval of Donations (International)
Vote FOR proposals if they are for single- or multi-year authorities and prior disclosure of amounts is provided. Otherwise, vote AGAINST such proposals.
7- |
Routine/Miscellaneous |
Routine Management Proposals
Vote FOR routine management proposals unless the Proxy Advisory Firm recommends voting AGAINST, prompting a CASE-BY-CASE consideration.
Authority to Call Shareholder Meetings on Less than 21 Days Notice
For companies in the United Kingdom , consider on a CASE-BY-CASE basis, factoring in whether the company has provided clear disclosure of its compliance with any hurdle conditions for the authority imposed by applicable law and has historically limited its use of such authority to time-sensitive matters.
Approval of Financial Statements and Director and Auditor Reports (International)
Vote AGAINST if there are concerns regarding inadequate disclosure, remuneration arrangements (including severance/termination payments exceeding local standards for multiples of annual compensation), or consulting agreements with non-executive directors.
Consider on a CASE-BY-CASE basis if there are other concerns regarding severance/termination payments.
Vote AGAINST if there is concern about the companys financial accounts and reporting, including related party transactions.
Vote AGAINST board-issued reports receiving a negative recommendation from the Proxy Advisory Firm due to concerns regarding independence of the board or the presence of non-independent directors on the audit committee.
Vote FOR if the only reason for a negative recommendation by the Proxy Advisory Firm is to express disapproval of broader practices of the company or its board.
Other Business
Vote AGAINST proposals for Other Business, unless the company has provided adequate disclosure regarding the matters to be raised under Other Business. Consider such instances CASE-BY-CASE .
Adjournment
These items often appear on the same agenda as a primary proposal, such as a merger or corporate restructuring.
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Vote FOR when the primary proposal is also supported. |
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If there is no primary proposal, vote FOR if all other proposals are supported and AGAINST if all other proposals are opposed. |
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Consider other circumstances on a CASE-BY-CASE basis. |
Page | 33 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Changing Corporate Name
Vote FOR proposals requesting a change in corporate name.
Multiple Proposals
Multiple proposals of a similar nature presented as options to the course of action favored by management may all be voted FOR , provided that:
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Support for a single proposal is not operationally required; |
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No one proposal is deemed superior in the interest of the Fund(s); and |
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Each proposal would otherwise be supported under these Guidelines. |
Vote AGAINST any proposals that would otherwise be opposed under these Guidelines.
Bundled Proposals
Vote FOR if all of the bundled items are supported by these Guidelines.
Vote AGAINST if one or more items are not supported by these Guidelines, and if the Proxy Advisory Firm deems the negative impact, on balance, to outweigh any positive impact.
Moot Proposals
This instruction is in regard to items for which support has become moot (e.g., an incentive grant to a person no longer employed by the company); WITHHOLD support if recommended by the Proxy Advisory Firm.
8- |
Mutual Fund Proxies |
Approving New Classes or Series of Shares
Vote FOR the establishment of new classes or series of shares.
Hire and Terminate Sub-Advisors
Vote FOR management proposals that authorize the board to hire and terminate sub-advisors.
Master-Feeder Structure
Vote FOR the establishment of a master-feeder structure.
Establish Director Ownership Requirement
Vote AGAINST shareholder proposals for the establishment of a director ownership requirement.
The matters below should be examined on a CASE-BY-CASE basis:
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Election of Directors |
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Converting Closed-end Fund to Open-end Fund |
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Proxy Contests |
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Investment Advisory Agreements |
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Preferred Stock Proposals |
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1940 Act Policies |
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Changing a Fundamental Restriction to a Non-fundamental Restriction |
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Change Fundamental Investment Objective to Non-fundamental |
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Name Rule Proposals |
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Disposition of Assets/Termination/Liquidation |
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Changes to the Charter Document |
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Changing the Domicile of a Fund |
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Change in Funds Sub-classification |
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Distribution Agreements |
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Mergers |
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Reimburse Shareholder for Expenses Incurred |
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Terminate the Investment Advisor |
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Majority Voting Proposals. |
Page | 34 | ||
Revision Date: May 21, 2015 |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
Exhibit 1 Proxy Group
Name | Title or Affiliation | |
Stanley D. Vyner |
Chief Investment Risk Officer and Executive Vice President, Voya Investments, LLC | |
Julius A. Drelick III, CFA |
Senior Vice President, Head of Fund Compliance, Voya Funds Services, LLC | |
Kevin M. Gleason |
Senior Vice President, Voya Investment Management LLC; and Chief Compliance Officer of the Voya Family of Funds, | |
Todd Modic |
Senior Vice President, Voya Funds Services, LLC and Voya Investments, LLC; and Chief Financial Officer of the Voya Family of Funds | |
Maria Anderson |
Vice President, Fund Compliance, Voya Funds Services, LLC | |
Sara Donaldson |
Proxy Coordinator for the Voya Family of Funds and Vice President, Proxy Voting, Voya Funds Services, LLC | |
Harley Eisner |
Vice President, Financial Analysis, Voya Funds Services, LLC | |
Evan Posner, Esq. |
Vice President and Counsel, Voya Family of Funds | |
Andrew Schlueter |
Vice President, Mutual Funds Operations, Voya Funds Services LLC | |
Kristin Lynch* |
Assistant Vice President, Office of the Chief Compliance Officer, Voya Investment Management LLC |
Effective as of May 21, 2015
*Non-voting member
Page | 35 | ||
Revision Date: May 21, 2015 |
PART C:
OTHER INFORMATION
VOYA FUNDS TRUST
(Registrant)
ITEM 28. | EXHIBITS |
(a) (1) |
Trust Instrument dated July 30, 1998 Filed as an Exhibit to the Pre-Effective Amendment No. 1 to the Registrants Form N-1A Registration Statement on October 28, 1998 and incorporated herein by reference. |
(2) |
Amendment dated February 22, 2001 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 8 to the Registrants Form N-1A Registration Statement on March 1, 2001 and incorporated herein by reference. |
(3) |
Certificate of Amendment dated February 27, 2001 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 9 to the Registrants Form N-1A Registration Statement on June 15, 2001 and incorporated herein by reference. |
(4) |
Certificate of Amendment dated May 9, 2001 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(5) |
Amendment No. 1 dated November 2, 2001 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 17 to the Registrants Form N-1A Registration Statement on February 27, 2002 and incorporated herein by reference. |
(6) |
Amendment No. 2 dated November 2, 2001 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 17 to the Registrants Form N-1A Registration Statement on February 27, 2002 and incorporated herein by reference. |
(7) |
Amendment No. 3 dated November 2, 2001 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 17 to the Registrants Form N-1A Registration Statement on February 27, 2002 and incorporated herein by reference. |
(8) |
Certificate of Amendment dated December 17, 2001 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrants Form N-1A Registration Statement on August 1, 2008 and incorporated herein by reference. |
(9) |
Certificate of Amendment dated February 15, 2002 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(10) |
Amendment No. 4 dated March 1, 2002 to the Trust Instrument Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(11) |
Amendment No. 5, effective September 23, 2002, to the Trust Instrument, Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(12) |
Amendment No. 6, effective September 23, 2002, to the Trust Instrument, Name Change of Series Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
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(13) |
Amendment No. 7, effective November 22, 2002, to the Trust Instrument, Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(14) |
Amendment No. 8, effective June 2, 2003, to the Trust Instrument, Establishment of New Shares Class Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(15) |
Amendment No. 9, effective August 25, 2003, to the Trust Instrument (ING National Tax-Exempt Money Market Fund), Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrants Form N-1A Registration Statement on May 25, 2004 and incorporated herein by reference. |
(16) |
Amendment No. 10, effective August 25, 2003, to the Trust Instrument (ING Classic Money Market Fund), Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrants Form N-1A Registration Statement on May 25, 2004 and incorporated herein by reference. |
(17) |
Amendment No. 11, effective April 23, 2004, to the Trust Instrument (ING Strategic Bond Fund), Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrants Form N-1A Registration Statement on May 25, 2004 and incorporated herein by reference. |
(18) |
Amendment No. 12, effective March 24, 2004, to the Trust Instrument (Class O shares of ING Intermediate Bond), Establishing of New Shares Class Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrants Form N-1A Registration Statement on May 25, 2004 and incorporated herein by reference. |
(19) |
Plan of Liquidation and Dissolution of Series to the Trust Instrument (ING Strategic Bond Fund), effective February 26, 2004 Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrants Form N-1A Registration Statement on May 25, 2004 and incorporated herein by reference. |
(20) |
Amendment No. 13, effective September 2, 2004, to the Trust instrument (ING High Yield Opportunity Fund), Dissolution of Shares Class Filed as an Exhibit to Post-Effective Amendment No. 28 to the Registrants Form N-1A Registration Statement on May 13, 2005 and incorporated herein by reference. |
(21) |
Amendment No. 14, effective October 25, 2004, (ING High Yield Opportunity Fund), Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 28 to the Registrants Form N-1A Registration Statement on May 13, 2005 and incorporated herein by reference. |
(22) |
Amendment No. 15, effective March 15, 2005, (ING Lexington Money Market Trust), Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 30 to the Registrants Form N-1A Registration Statement on July 21, 2005 and incorporated herein by reference. |
(23) |
Amendment No. 16, effective July 29, 2005, (ING Institutional Prime Money Market Fund) Establishment of New Series Filed as an Exhibit to Post-Effective Amendment No. 30 to the Registrants Form N-1A Registration Statement on July 21, 2005 and incorporated herein by reference. |
(24) |
Amendment No. 17, effective January 3, 2007, Conversion of Series, Shares and Classes, and the Abolition of a Class of Shares Filed as an Exhibit to Post-Effective Amendment No. 34 to the Registrants Form N-1A Registration Statement on May 30, 2007 and incorporated herein by reference. |
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(25) |
Amendment No. 18, effective November 19, 2007, (ING Institutional Prime Money Market Fund) Establishment of Class IS shares and Re-designation of Current Shares to Class I Filed as an Exhibit to Post-Effective Amendment No. 38 to the Registrants Form N-1A Registration Statement on December 4, 2007 and incorporated herein by reference. |
(26) |
Amendment No. 19, effective November 19, 2007, (ING GNMA Income Fund and ING Intermediate Bond Fund) Establishment of Class W Shares Filed as an Exhibit to Post-Effective Amendment No. 38 to the Registrants Form N-1A Registration Statement on December 4, 2007 and incorporated herein by reference. |
(27) |
Amendment No. 20, effective July 21, 2008, (ING High Yield Bond Fund) Establishment of Class I shares Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrants Form N-1A Registration Statement on August 1, 2008 and incorporated herein by reference. |
(28) |
Amendment No. 21, effective October 23, 2008, (ING National Tax-Exempt Bond Fund) Abolition of Series of Shares of Beneficial Interest Filed as an Exhibit to Post-Effective Amendment No. 44 to the Registrants Form N-1A Registration Statement on July 30, 2009 and incorporated herein by reference. |
(29) |
Amendment No. 22, effective November 20, 2009, Conversion of Series, Shares and Classes, and the Abolition of a Class of Shares Filed as an Exhibit to Post-Effective Amendment No. 47 to the Registrants Form N-1A Registration Statement on July 26, 2010 and incorporated herein by reference. |
(30) |
Amendment No. 23, effective May 27, 2010, (ING Floating Rate Fund) Establishment of New Series Filed as an Exhibit to Post-Effective Amendment No. 47 to the Registrants Form N-1A Registration Statement on July 26, 2010 and incorporated herein by reference. |
(31) |
Amendment No. 24, effective May 19, 2011, (ING GNMA Income Fund and ING High Yield Bond Fund) Establishment of Class R Shares Filed as an Exhibit to Post-Effective Amendment No. 53 to the Registrants Form N-1A Registration Statement on July 30, 2012 and incorporated herein by reference. |
(32) |
Amendment No. 25, effective May 19, 2011, (ING High Yield Bond Fund) Establishment of Class W Shares Filed as an Exhibit to Post-Effective Amendment No. 53 to the Registrants Form N-1A Registration Statement on July 30, 2012 and incorporated herein by reference. |
(33) |
Plan of Liquidation and Dissolution of Series, effective November 4, 2010, (ING Institutional Prime Money Market Fund) Filed as an Exhibit to Post-Effective Amendment No. 50 to the Registrants Form N-1A Registration Statement on July 27, 2011 and incorporated herein by reference. |
(34) |
Plan of Liquidation and Dissolution of Series, effective January 25, 2011, (ING Classic Money Market Fund) Filed as an Exhibit to Post-Effective Amendment No. 50 to the Registrants Form N-1A Registration Statement on July 27, 2011 and incorporated herein by reference. |
(35) |
Amendment No. 26, effective July 12, 2012, (ING Strategic Income Fund) Establishment of New Series Filed as an Exhibit to Post-Effective Amendment No. 60 to the Registrants Form N-1A Registration Statement on October 31, 2012 and incorporated herein by reference. |
(36) |
Amendment No. 27, effective July 12, 2012, (ING Short Term Bond Fund) Establishment of New Series Filed as an Exhibit to Post-Effective Amendment No. 62 to the Registrants Form N-1A Registration Statement on November 30, 2012 and incorporated herein by reference. |
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(37) |
Amendment No. 28, effective September 6, 2012, (ING Floating Rate Fund and ING High Yield Bond Fund) Establishment of Class P Shares Filed as an Exhibit to Post-Effective Amendment No. 62 to the Registrants Form N-1A Registration Statement on November 30, 2012 and incorporated herein by reference. |
(38) |
Amendment No. 29, effective September 6, 2012, (ING Floating Rate Fund, ING GNMA Income Fund, and ING Intermediate Bond Fund) Establishment of Class R6 shares Filed as an Exhibit to Post-Effective Amendment No. 75 to the Registrants Form N-1A Registration Statement on July 25, 2013 and incorporated herein by reference. |
(39) |
Amendment No. 30, effective January 10, 2013 (Mandatory Trustee Retirement Age) Filed as an Exhibit to Post-Effective Amendment No. 79 to the Registrants Form N-1A Registration Statement on May 30, 2014 and incorporated herein by reference. |
(40) |
Amendment No. 31, effective May 23, 2013, (ING Short Term Bond Fund) Establishment of Class R6 Shares Filed as an Exhibit to Post-Effective Amendment No. 75 to the Registrants Form N-1A Registration Statement on July 25, 2013 and incorporated herein by reference. |
(41) |
Amendment No. 32, effective May 1, 2014, (Name Change of Each Series) Filed as an Exhibit to Post-Effective Amendment No. 79 to the Registrants Form N-1A Registration Statement on May 30, 2014 and incorporated herein by reference. |
(42) |
Certificate of Amendment of Certificate of Trust (Name Change of Trust) Filed as an Exhibit to Post-Effective Amendment No. 79 to the Registrants Form N-1A Registration Statement on May 30, 2014 and incorporated herein by reference. |
(43) |
Amendment No. 33, effective May 22, 2014, (Voya Short Term Bond Fund) Establishment of Class R Shares Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
(44) |
Amendment No. 34, effective December 1, 2014 (Voya Strategic Income Opportunities Fund) name change of Fund Filed herein. |
(b) |
Bylaws Filed as an Exhibit to the Pre-Effective Amendment No. 1 to Registrants Form N-1A Registration Statement on October 28, 1998 and incorporated herein by reference. |
(c) |
The rights of holders of the securities being registered are set out in Articles II, VII, IX, and X of the Declaration of Trust referenced in Exhibit (a) above and in Articles IV, VI, and XIII of the Bylaws referenced in Exhibit (b) above. |
(d) (1) |
Amended and Restated Investment Management Agreement between the Registrant and Voya Investments, LLC dated November 18, 2014, as amended and restated May 1, 2015 Filed herein. |
(i) |
Waiver letter dated May 1, 2015 to the Amended and Restated Investment Management Agreement between the Registrant and Voya Investments, LLC (with respect to Class P shares of Voya Floating Rate Fund and Voya High Yield Bond Fund) Filed herein. |
(2) |
Amended Investment Management Agreement between the Registrant and Voya Investments, LLC with respect to Voya GNMA Income Fund dated November 18, 2014, as amended and restated May 1, 2015 Filed herein. |
(3) |
Expense Limitation Agreement between the Registrant and Voya Investments, LLC effective November 18, 2014 Filed herein. |
(i) |
Amended Schedule A effective January 1, 2015 to the Expense Limitation Agreement between the Registrant and Voya Investments, LLC dated November 18, 2014 Filed herein. |
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(ii) |
Expense Limitation Recoupment Letter dated November 18, 2014 with respect to Voya Intermediate Bond Fund Filed herein. |
(4) |
Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 Filed herein. |
(e) (1) |
Underwriting Agreement between the Registrant and Voya Investments Distributor, LLC (formerly, ING Investments Distributor, LLC) dated November 18, 2014 Filed herein. |
(f) |
Not Applicable. |
(g) (1) |
Custody Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(i) |
Amended Exhibit A, dated May 23, 2014, to the Custody Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
(2) |
Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(i) |
Amended Exhibit A, dated May 23, 2014, to the Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
(ii) |
Amended Schedule 1 dated May 1, 2003 to the Foreign Custody Manager Agreement between with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(iii) |
Amended Schedule 2 dated June 4, 2008 to the Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrants Form N-1A Registration Statement on August 1, 2008 and incorporated herein by reference. |
(3) |
Amended Master Repurchase Agreement between the Registrant and Goldman, Sachs & Co., effective August 4, 2006 Filed as an Exhibit to Post-Effective Amendment No. 44 to the Registrants Form N-1A Registration Statement on July 30, 2009 and incorporated herein by reference. |
(4) |
Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 25 to the Form N-1A Registrants Registration Statement on May 25, 2004 and incorporated herein by reference. |
(i) |
Amended Exhibit A, dated May 23, 2014, to the Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
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(5) |
Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrants Form N-1A Registration Statement on May 25, 2004 and incorporated herein by reference. |
(i) |
Amended Exhibit A, effective March 28, 2013, to the Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(ii) |
Amendment effective October 1, 2011 to Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(6) |
The Bank of New York Cash Reserve Agreement with The Bank of New York Mellon dated March 31, 2003 Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrants Form N-1A Registration Statement on May 25, 2004 and incorporated herein by reference. |
(i) |
Amended Exhibit A, dated May 23, 2014, to the Cash Reserve Agreement with The Bank of New York Mellon dated March 31, 2003 Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
(h) (1) |
Transfer Agency Services Agreement dated February 5, 2009, between the Registrant and BNY Mellon Investment Servicing (US) Inc., (formerly, PNC Global Investment Servicing (U.S.) Inc.), effective April 20, 2009 Filed as an Exhibit to Post-Effective Amendment No. 44 to the Registrants Form N-1A Registration Statement on July 30, 2009 and incorporated herein by reference. |
(i) |
Amended Exhibit A dated March 28, 2013 to the Transfer Agency Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., effective April 20, 2009 Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(ii) |
Amendment, effective February 8, 2011, to the Transfer Agency Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., effective April 20, 2009 Filed as an Exhibit to Post-Effective Amendment No. 50 to the Registrants Form N-1A Registration Statement on July 27, 2011 and incorporated herein by reference. |
(i) (1) |
Opinion and Consent of Counsel Filed as an Exhibit to Post-Effective Amendment No. 24 to the Registrants Form N-1A Registration Statement on July 29, 2003 and incorporated herein by reference. |
(2) |
Opinion and Consent of Counsel regarding the legality of shares being registered (ING Institutional Prime Money Market Fund) Filed as an Exhibit to Post-Effective Amendment No. 31 to the Registrants Form N-1A Registration Statement on July 26, 2005 and incorporated herein by reference. |
(3) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class W shares of ING GNMA Income Fund and ING Intermediate Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 39 to the Registrants Form N-1A Registration Statement on December 14, 2007 and incorporated herein by reference. |
(4) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class IS shares of ING Institutional Prime Money Market Fund) Filed as an Exhibit to Post-Effective Amendment No. 38 to the Registrants Form N-1A Registration Statement on December 4, 2007 and incorporated herein by reference. |
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(5) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class I shares of ING High Yield Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrants Form N-1A Registration Statement on August 1, 2008 and incorporated herein by reference. |
(6) |
Opinion and Consent of Counsel regarding the legality of shares being registered (ING Floating Rate Fund) Filed as an Exhibit to Post-Effective Amendment No. 48 to the Registrants Form N-1A Registration Statement on August 13, 2010 and incorporated herein by reference. |
(7) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class W shares of ING High Yield Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 50 to the Registrants Form N-1A Registration Statement on July 27, 2011 and incorporated herein by reference. |
(8) |
Opinion and Consent of Counsel regarding the legality of shares being registered (ING Strategic Income Fund) Filed as an Exhibit to Post-Effective Amendment No. 61 to the Registrants Form N-1A Registration Statement on November 30, 2012 and incorporated herein by reference. |
(9) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class R6 shares for ING Intermediate Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 73 to the Registrants Form N-1A Registration Statement on May 31, 2013 and incorporated herein by reference. |
(10) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class P shares for ING Floating Rate Fund and ING High Yield Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 62 to the Registrants Form N-1A Registration Statement on November 30, 2012 and incorporated herein by reference. |
(11) |
Opinion and Consent of Counsel regarding the legality of shares being registered (ING Short Term Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 63 to the Registrants Form N-1A Registration Statement on December 13, 2012 and incorporated herein by reference. |
(12) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class R6 shares for ING Short Term Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 75 to the Registrants Form N-1A Registration Statement on July 25, 2013 and incorporated herein by reference. |
(13) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class R shares for ING High Yield Bond Fund) Filed as an Exhibit to Post-Effective Amendment No. 77 to the Registrants Form N-1A Registration Statement on January 29, 2014 and incorporated herein by reference. |
(14) |
Opinion and Consent of Counsel regarding the legality of shares being registered (Class R shares for Voya Short Term Bond Fund) Filed as an exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 an incorporated herein by reference. |
(j) (1) |
Consent of Ropes & Gray LLP To be filed by subsequent Post-Effective Amendment. |
(2) |
Consent of KPMG LLP To be filed by subsequent Post-Effective Amendment. |
(k) |
Not applicable. |
(l) |
Not applicable. |
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(m) (1) |
Amended and Restated Service and Distribution Plan (Class A shares) dated November 29, 2012 with respect to Voya GNMA Income Fund Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(2) |
Amended and Restated Distribution Plan (Class B shares) dated November 29, 2012 with respect to Voya High Yield Bond Fund, and Voya Intermediate Bond Fund Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(3) |
Amended and Restated Service and Distribution Plan (Class B shares) dated November 29, 2012 with respect to Voya GNMA Income Fund Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(4) |
Second Amended and Restated Distribution Plan (Class C shares) dated November 29, 2012 Filed as an Exhibit to Post-Effective Amendment No. 63 to the Registrants Form N-1A Registration Statement on December 13, 2012 and incorporated herein by reference. |
(i) |
Amended Schedule A dated December 17, 2012 to the Second Amended and Restated Distribution Plan (Class C shares) dated November 29, 2012 Filed as an Exhibit to Post-Effective Amendment No. 63 to the Registrants Form N-1A Registration Statement on December 13, 2012 and incorporated herein by reference. |
(5) |
Amended and Restated Service and Distribution Plan (Class C shares) dated November 29, 2012 with respect to Voya GNMA Income Fund Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(6) |
Second Amended and Restated Shareholder Servicing Plan (Class A, Class B, and Class C shares) dated November 29, 2012 Filed as an Exhibit to Post-Effective Amendment No. 63 to the Registrants Form N-1A Registration Statement on December 13, 2012 and incorporated herein by reference. |
(i) |
Amended Schedule A dated December 17, 2012 to the Second Amended and Restated Shareholder Servicing Plan (Class A, Class B, and Class C shares) dated November 29, 2012 Filed as an Exhibit to Post-Effective Amendment No. 63 to the Registrants Form N-1A Registration Statement on December 13, 2012 and incorporated herein by reference. |
(7) |
Amended and Restated Shareholder Service and Distribution Plan dated November 29, 2012 (Class R shares) Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(i) |
Amended Schedule A dated July 31, 2014 to the Amended and Restated Shareholder Service and Distribution Plan (Class R shares) Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
(8) |
Amended and Restated Shareholder Services Plan (Class O shares) dated November 29, 2012 with respect to Voya Intermediate Bond Fund Filed as an Exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
(n) (1) |
Seventh Amended and Restated Multiple Class Plan Pursuant to 18f-3 last approved September 6, 2012 Filed as an Exhibit to Post-Effective Amendment No. 61 to the Registrants Form N-1A Registration Statement on November 30, 2012 and incorporated herein by reference. |
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(i) |
Amended Schedule A, last amended May 22, 2014 to the Seventh Amended and Restated Multiple Class Plan Pursuant to 18f-3 last approved on September 6, 2012 Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
(ii) |
Amended Schedule B, last amended May 22, 2014 to the Seventh Amended and Restated Multiple Class Plan Pursuant to 18f-3 last approved on September 6, 2012 Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrants Form N-1A Registration Statement on July 29, 2014 and incorporated herein by reference. |
(o) |
Not applicable. |
(p) (1) |
Voya Funds and Advisers Code of Ethics amended January 2015 Filed herein. |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
ITEM 30. INDEMNIFICATION.
Article X of the Registrants Declaration of Trust provides the following:
Section 10.1 Limitation of Liability. A trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any trustee. A trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as trustee, provided that nothing contained herein or in the Delaware Act shall protect any trustee against any liability to the Trust or to Shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of trustee hereunder.
Section 10.2 Indemnification.
(a) |
Subject to the exceptions and limitations contained in Section (b) below: |
(i) |
every person who is, or has been a trustee or officer of the Trust (hereinafter referred to as a Covered Person) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit, or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a trustee or officer and against amounts paid or incurred by him or her in the settlement thereof; |
(ii) |
the words claim, action, suit, or proceeding shall apply to all claims, actions, suits, or proceedings (civil, criminal, or other, including appeals) actual or threatened while in office or thereafter, and the words liability and expenses shall include, without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties, and other liabilities. |
(b) |
No indemnification shall be provided hereunder to a Covered Person: |
(i) |
who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office or (B) not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust; or |
(ii) |
in the event of a settlement, unless there has been a determination that such trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office, |
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(A) |
by the court or other body approving the settlement; |
(B) |
by at least a majority of those trustees who are neither interested persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or |
(C) |
by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) provided; however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the trustees or by independent counsel. |
(c) |
The rights of indemnification therein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law. |
(d) |
Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this Section 10.2 may be paid by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or Series if it is ultimately determined that he or she is not entitled to indemnification under this Section 10.2 provided; however, that either: (a) such Covered Person shall have provided appropriate security for such undertaking; (b) the Trust is insured against losses arising out of any such advance payments; or (c) either a majority of the trustees who are neither interested persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under this Section 10.2. |
Article IX of the Registrants By-Laws provides the following:
The Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the trustees would have the power to indemnify him or her against such liability.
The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any trustee or officer of the Trust against any liability to the Trust or its Shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
Reference is made to Article IX of the Registrants By-Law and paragraph 1.11 of the Distribution Agreement.
The Registrant is covered under an insurance policy, insuring its officers and trustees against liabilities, and certain costs of defending claims against such officers and trustees; to the extent such officers and trustees are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of their duties. The insurance policy also insures the Registrant against the cost of indemnification payments to officers under certain circumstances.
Section 12 of the Management Agreement between the Registrant and investment manager, Section 8 of the Sub-Advisory Agreement and Section 20 of the Distribution Agreement between the Registrant and the distributor limit the liability of the investment manager, the sub-advisor and the distributor to liabilities arising from willful misfeasance, bad faith, or gross negligence in the performance of their respective duties, or from reckless disregard by them of their respective obligations and duties under the agreements.
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The Registrant hereby undertakes that it will apply the indemnification provisions of its Trust Instrument, By-Laws, Management Agreement, and Distribution Agreement in a manner consistent with Release No. 11330 of the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended so long as the interpretations of Section 17 (h) and 17(i) of such Act remain in effect and are consistently applied.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the Securities Act) may be permitted to trustees, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant understands that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Section 7 of the Registrants Administration Agreement provides for the indemnification of Registrants administrator against all liabilities incurred by it in performing its obligations under the agreement, except with respect to matters involving its disabling conduct.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
Information as to the directors and officers of the investment adviser, together with information as to any other business, profession, vocation, or employment of a substantial nature engaged in by the directors and officers of the investment adviser in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-48282) filed under the Investment Advisers Act of 1940, as amended and is incorporated herein by reference thereto.
Information as to the directors and officers of the sub-adviser, together with information as to any other business, profession, vocation, or employment of a substantial nature engaged in by the directors and officers of the sub-adviser in the last two years, are included in its application for registration as an investment adviser on Form ADV for Voya Investment Management Co. LLC (File No. 801-55232).
ITEM 32. PRINCIPAL UNDERWRITERS.
(a) |
Voya Investments Distributor, LLC is the principal underwriter for Voya Mutual Funds; Voya Equity Trust; Voya Funds Trust; Voya Investors Trust; Voya Prime Rate Trust; Voya Senior Income Fund; Voya Separate Portfolios Trust; Voya Series Fund, Inc.; Voya Variable Products Trust; Voya Variable Insurance Trust; Voya Balanced Portfolio, Inc.; Voya Variable Portfolios, Inc.; Voya Variable Funds; Voya Intermediate Bond Portfolio; Voya Money Market Portfolio; Voya Strategic Allocation Portfolios, Inc.; and Voya Partners, Inc. |
(b) |
Information as to the directors and officers of the distributor, together with information as to any other business, profession, vocation, or employment of a substantial nature engaged in by the directors and officers of the distributor in the last two years, is included in its application for registration as a broker-dealer on Form BD (File No. 8-48020) filed under the U.S. Securities and Exchange Act of 1934, as amended, and is incorporated herein by reference thereto. |
(c) |
Not applicable. |
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act
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of 1940, as amended, and the rules and regulations thereunder are maintained at the offices of: (a) the Registrant; (b) the adviser; (c) the administrator; (d) the distributor; (e) the sub-adviser; (f) the custodian; and (g) the transfer agent. The address of each is as follows:
(a) |
Voya Funds Trust |
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
(b) |
Voya Investments, LLC |
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
(c) |
Voya Funds Services, LLC |
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
(d) |
Voya Investments Distributor, LLC |
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
(e) |
Voya Investment Management Co. LLC |
230 Park Avenue
New York, NY 10169
(f) |
The Bank of New York Mellon |
One Wall Street
New York, New York 10286
State |
Street Bank and Trust Company |
801 Pennsylvania Avenue
Kansas City, MO 64105
(g) |
BNY Mellon Investment Servicing (U.S.) Inc. |
301 Bellevue Parkway
Wilmington, Delaware 19809
ITEM 34. MANAGEMENT SERVICES.
Not applicable.
ITEM 35. UNDERTAKINGS
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the 1933 Act), and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 82 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale and State of Arizona on the 29th day of May, 2015.
VOYA FUNDS TRUST |
||
By: |
/s/ Huey P. Falgout, Jr. |
|
Huey P. Falgout, Jr. |
||
Secretary |
Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
||
|
||||
Shaun P. Mathews* |
President, Chief Executive Officer and Interested Trustee |
May 29, 2015 | ||
|
||||
Todd Modic* |
Senior Vice President and Chief/Principal Financial Officer |
May 29, 2015 | ||
|
||||
Colleen D. Baldwin* |
Trustee |
May 29, 2015 | ||
|
||||
John V. Boyer* |
Trustee |
May 29, 2015 | ||
|
||||
Patricia W. Chadwick* |
Trustee |
May 29, 2015 | ||
|
||||
Albert E. DePrince, Jr.* |
Trustee |
May 29, 2015 | ||
|
||||
Peter S. Drotch* |
Trustee |
May 29, 2015 | ||
|
||||
Russell H. Jones |
Trustee |
May 29, 2015 | ||
|
||||
Patrick W. Kenny* |
Trustee |
May 29, 2015 | ||
|
||||
Joseph E. Obermeyer |
Trustee |
May 29, 2015 | ||
|
||||
Sheryl K. Pressler* |
Trustee |
May 29, 2015 | ||
|
||||
Roger B. Vincent* |
Trustee |
May 29, 2015 |
By: |
/s/ Huey P. Falgout, Jr. |
|||
Huey P. Falgout, Jr. |
||||
As Attorney-in-Fact |
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* |
Powers of Attorney for Shaun P. Mathews, Todd Modic and each Trustee dated May 22, 2013 where filed as an attachment to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on May 30, 2013 and incorporated herein by reference. |
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Voya Funds Trust
Exhibits
Exhibit Number | Exhibit Description | |
(a)(44) | Amendment No. 34, effective December 1, 2014 (Voya Strategic Income Opportunities Fund) name change of Fund | |
(d)(1) | Amended and Restated Investment Management Agreement between the Registrant and Voya Investments, LLC dated November 18, 2014, as amended and restated May 1, 2015 | |
(d)(1)(i) | Waiver letter dated May 1, 2015 to the Amended and Restated Investment Management Agreement between the Registrant and Voya Investments, LLC (with respect to Class P shares of Voya Floating Rate Fund and Voya High Yield Bond Fund) | |
(d)(2) | Amended Investment Management Agreement between the Registrant and Voya Investments, LLC with respect to Voya GNMA Income Fund dated November 18, 2014, as amended and restated May 1, 2015 | |
(d)(3) | Expense Limitation Agreement between the Registrant and Voya Investments, LLC effective November 18, 2014 | |
(d)(3)(i) | Amended Schedule A effective January 1, 2015 to the Expense Limitation Agreement between the Registrant and Voya Investments, LLC dated November 18, 2014 | |
(d)(3)(ii) | Expense Limitation Recoupment Letter dated November 18, 2014 with respect to Voya Intermediate Bond Fund | |
(d)(4) | Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 | |
(e)(1) | Underwriting Agreement between the Registrant and Voya Investments Distributor, LLC (formerly, ING Investments Distributor, LLC) dated November 18, 2014 | |
(p)(1) | Voya Funds and Advisers Code of Ethics amended January 2015 |
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(a)(44)
AMENDMENT NO. 34 TO TRUST INSTRUMENT OF
VOYA FUNDS TRUST
Name Change of Series
Effective: December 1, 2014
THIS AMENDMENT NO. 34 TO THE TRUST INSTRUMENT OF VOYA FUNDS TRUST (VFT), a Delaware statutory trust, dated July 30, 1998, as amended (the Trust Instrument), reflects resolutions adopted by the Board of Trustees of VFT on November 20, 2014, with respect to Voya Strategic Income Fund, a series of VFT (the Fund), acting pursuant to the Trust Instrument, including Article XI, Section 11.8 of VFTs Trust Instrument. The resolutions serve to change the name of the Fund, effective December 1, 2014.
VOYA FUNDS TRUST
SECRETARYS CERTIFICATE
I, Huey P. Falgout, Jr., Secretary of Voya Funds Trust (VFT), do hereby certify that the following is a true copy of resolutions duly adopted by the Board of Trustees of VFT at a meeting held on November 20, 2014 with regard to the name change of one series of VFT:
WHEREAS, Article XI, Section 11.8 of the Trust Instrument dated July 30, 1998 (the VFT Trust Instrument), as amended, of Voya Funds Trust (VFT) provides that the Trustees may amend the VFT Trust Instrument, as they deem proper; so be it
RESOLVED, that the change in name from Voya Strategic Income Fund to Voya Strategic Income Opportunities Fund, or a substantially similar name be, and hereby is, approved, and that the officers of VFT be, and each hereby is, authorized, with the assistance of counsel, to take any and all such actions they determine, in their discretion, to be necessary to prepare, execute and deliver the amendment to the VFT Trust Instrument to change the name of Voya Strategic Income Fund, to be effective on a date deemed appropriate by the officers of VFT; and
FURTHER RESOLVED, that the officers of VFT be, and each hereby is, authorized to prepare, execute and deliver such instruments as are necessary to effect such name change, including, but not limited to, preparing and filing with the U.S. Securities and Exchange Commission a post-effective amendment and/or supplement to VFTs Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, for the purpose of renaming Voya Strategic Income Fund; and to prepare and file such amendment to the Registration Statement in such form as may be approved by such officers and counsel.
/s/ Huey P. Falgout, Jr. |
Huey P. Falgout, Jr. |
Secretary |
Dated: December 1, 2014
(d)(1)
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
VOYA FUNDS TRUST
AGREEMENT dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Funds Trust (the Trust), a Massachusetts business trust, and Voya Investments, LLC (the Manager), a limited liability company organized and existing under the laws of the State of Arizona (the Agreement).
WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Trust may offer shares of additional series in the future;
WHEREAS, the Trust desires to avail itself of the services of the Manager for the provision of advisory, management and administrative services for the Trust; and
WHEREAS, the Manager is willing to render such services to the Trust.
NOW, THEREFORE, in consideration of the premises, the promises and mutual covenants herein contained, it is agreed between the parties as follows:
1. Appointment . The Trust hereby appoints the Manager, subject to the direction of the Board of Trustees, for the period and on the terms set forth in this Agreement, to provide advisory, management, administrative and other services (collectively, the Management Services), as described herein, with respect to each series of the Trust set forth on Schedule A hereto (individually and collectively referred to herein as Series). The Manager accepts such appointment and agrees to render the Management Services herein set forth for the compensation herein provided.
In the event the Trust establishes and designates additional series (other than the Series) with respect to which it desires to retain the Manager to render Management Services hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such additional series shall become a Series hereunder, and be subject to this Agreement.
With respect to those Series that have obtained shareholder approval, to the extent such shareholder approval is required, subject to the approval of the Board of Trustees of the Series, the Manager is authorized to enter into sub-advisory agreements with other registered investment advisers to serve as investment sub-advisers, whether or not affiliated with the Manager (each a Sub-Adviser). The Manager will continue to have responsibility for all services furnished pursuant to any sub-advisory agreement (each a Sub-Advisory Agreement). The Series and the Manager understand and agree that the Manager may manage each Series in a Manager-of-
Managers style with one or more Sub-Advisers, which contemplates that the Manager will, among other things and pursuant to an order issued by the U.S. Securities and Exchange Commission (the SEC) or applicable regulation under the 1940 Act: (i) continually evaluate the performance of any Sub-Adviser to the Series; and (ii) periodically make recommendations to the Series Board of Trustees regarding the results of its evaluation and monitoring functions. The Series recognizes that, subject to the approval of the Board of Trustees of the Series, a Sub-Advisers services may be terminated or modified and that the Manager may appoint a new Sub-Adviser for a Series, subject to an applicable SEC Order.
2. Management Services of the Manager .
(a) Advisory Services.
In carrying out its obligations under this Agreement, the Manager shall do the following (collectively, the Advisory Services), provided, however, that the Advisory Services shall not include the services identified on Schedule B and, therefore, such services shall be deemed to be outside the scope of this Agreement:
(i) |
Supervise and manage all aspects of the Series operations; |
(ii) |
Provide the Series or obtain for each, and thereafter supervise, such executive, administrative, clerical and shareholder servicing services as are deemed advisable by the Board; |
(iii) |
Arrange, but not pay for, the periodic updating of prospectuses and supplements thereto, proxy material, tax returns, reports to the Series shareholders and reports to and filings with the SEC and state Blue Sky authorities; |
(iv) |
Provide the Series with, or obtain for each, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items for the Series principal office; |
(v) |
Provide the Board of Trustees of the Trust on a regular basis with financial reports and analyses on the Series operations and the operations of comparable investment companies; |
(vi) |
Obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Series, and whether concerning the individual issuers whose securities are included in the Series or the activities in which they engage, or with respect to securities which the Manager considers desirable for inclusion in the Series; |
(vii) |
Determine what issuers and securities shall be represented in the Series respective portfolios and regularly report them to the Board of Trustees of the Trust; |
2
(viii) |
Formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustees of the Trust; and |
(ix) |
Take, on behalf of the Series, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of portfolio securities. |
(b) Investment Advisory Authority.
When rendering Advisory Services directly to a Series, the Manager, subject to the supervision of the Trusts Board, will provide a continuous investment program for the Series portfolio and determine the composition of the assets of the Series portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Manager will provide the services under this Agreement in accordance with the Series investment objective or objectives, policies, and restrictions as stated in the Trusts Registration Statement. Furthermore:
(i) |
The Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the Manager. |
(ii) |
The Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trusts Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. |
(iii) |
On occasions when the Manager deems the purchase or sale of a security to be in the interest of the Series as well as any other investment advisory clients, the Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trusts Board, but shall not be obligated to, aggregate the |
3
securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in a manner that is fair and equitable in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. |
(iv) |
In connection with the purchase and sale of securities of the Series, the Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Manager will arrange for the prompt transmission of the confirmation of such trades to the Trusts custodian. |
(v) |
The Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trusts Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Manager. |
(vi) |
The Manager will make available to the Trust, promptly upon request, any of the Series or the Managers investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. |
(vii) |
The Manager will regularly report to the Trusts Board on the investment program for the Series and the issuers and securities represented in the Series portfolio, and will furnish the Trusts Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. |
(viii) |
In connection with its responsibilities under this Section 2(b), the Manager is responsible for decisions to buy and sell securities and other investments for the Series portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Managers primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Registration Statement for the Trust. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a |
4
portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Managers overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, the Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Manager or an affiliate of the Manager. Such allocation shall be in such amounts and proportions as the Manager shall determine consistent with the above standards, and the Manager will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. |
(c) Services of Manager with respect to Sub-Advisers.
In the event that the Manager wishes to select others to render Advisory Services, the Manager shall analyze, select and recommend for consideration and approval by the Trusts Board of Trustees investment advisory firms (however organized) to provide investment advice to one or more of the Series, and, at the expense of the Manager, engage (which engagement may also be by the Trust) any such investment advisory firm to render investment advice and manage the investments of each such Series and the composition of each such Series portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, or any offering thereof, in accordance with the Series investment objective or objectives and policies as stated in the Trusts Registration Statement.
The Manager shall take the following actions in respect of the performance by each Sub-Adviser of its obligations in respect of a Series:
(i) |
Periodically monitor and evaluate the performance of the Sub-Adviser with respect to the investment objectives and policies of the Series, including without limitation, perform periodic detailed analysis and review of the Sub-Advisers investment performance in respect of the Series and in respect of other accounts managed by the Sub-Adviser with similar investment strategies; |
(ii) |
Prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Sub-Adviser and other information regarding the Sub-Adviser, at such times and in such forms as the Board of Trustees may reasonably request; |
(iii) |
Review and consider any changes in the personnel of the Sub-Adviser responsible for performing the Sub-Advisers obligations and make appropriate reports to the Board of Trustees; |
5
(iv) |
Review and consider any changes in the ownership or senior management of the Sub-Adviser and make appropriate reports to the Board of Trustees; |
(v) |
Perform periodic in-person or telephonic diligence meetings with representatives of the Sub-Adviser; |
(vi) |
Supervise the Sub-Adviser with respect to the services that the Sub-Adviser provides under the Sub-Advisers Sub-Advisory Agreement; |
(vii) |
Assist the Board of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the Sub-Advisory Agreement with the Sub-Adviser and annual consideration of the agreement thereafter; |
(viii) |
Monitor the Sub-Adviser for compliance with the investment objective or objectives, policies and restrictions of Series it manages, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable law; |
(ix) |
If appropriate, analyze and recommend for consideration by the Trusts Board of Trustees termination of a contract with the Sub-Adviser under which the Sub-Adviser provides Advisory Services to one or more of the Series; |
(x) |
Identify potential successors to or replacements of the Sub-Adviser or potential additional Sub-Advisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Sub-Adviser; |
(xi) |
Designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and |
(xii) |
Perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Agreement and applicable law. |
(d) Administrative Services of the Manager.
(i) |
Administrative Services. Subject to the general supervision of the Board of Trustees of the Trust, the Manager shall provide all administrative services reasonably necessary as of January 1, 2015 for the ordinary operation of each Series (Administrative Services). Provided, however, that Administrative Services shall not include the services identified on Schedule B and, therefore, such services shall be deemed to be outside of the scope of this Agreement. |
6
(ii) |
Allocation and Delegation of Responsibilities. The Administrative Services may be furnished by any directors, officers or employees of the Manager or of affiliates of the Manager. The Manager may, at the expense of the Manager, retain the services of a third party as its delegate, under the Managers supervision, to provide in its stead any Administrative Service; provided, however, that any such delegation to a third party shall be subject to the approval of Trusts Board of Trustees. The Manager shall remain liable to the Trust for any service delegated to a third party pursuant to this Section 2(d)(ii) to the same extent as if the Manager provided the services itself. |
3. Conformity with Applicable Law . The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Registration Statement of the Trust and with the instructions and directions of the Board of the Trust and will conform to, and comply with, the requirements of the 1940 Act and all other applicable federal and state laws and regulations.
4. Exclusivity . The services of the Manager to the Trust under this Agreement are not to be deemed exclusive, and the Manager, or any affiliate thereof, shall be free to render similar services to other investment companies and other clients (whether or not their investment objectives and policies are similar to those of any of the Series) and to engage in other activities, so long as its services hereunder are not impaired thereby.
5. Documents . The Trust has delivered properly certified or authenticated copies of each of the following documents to the Manager and will deliver to it all future amendments and supplements thereto, if any:
(a) Certified resolution of the Board of the Trust authorizing the appointment of the Manager and approving the form of this Agreement;
(b) The Registration Statement as filed with the SEC and any amendments thereto; and
(c) Exhibits, powers of attorney, certificates and any and all other documents relating to or filed in connection with the Registration Statement described above.
6. Records . The Trust agrees to maintain and to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by the Trust with respect to the Series by the 1940 Act. The Manager further agrees that all records of the Series are the property of the Trust and, to the extent held by the Manager, it will promptly surrender any of such records upon request.
7. Expenses .
(a) During the term of this Agreement, the Manager will pay all expenses incurred by it in connection with its activities under this Agreement described on Schedule C attached hereto, as it may be revised from time to time to account for changes in the vendors paid.
7
(b) The Trust shall be responsible for all of the expenses of its operations, including, without limitation, the management fee payable hereunder and extraordinary expenses, such as litigation expenses.
(c) The Manager further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustees of the Trust who are employees of the Manager or its affiliates, and office rent of the Trust.
(d) To the extent the Manager incurs any costs or performs any services which are an obligation of the Trust, as set forth in this Agreement, the Trust shall promptly reimburse the Manager for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Manager, the Manager shall be entitled to recover from the Trust only to the extent of its costs for such services.
8. Compensation . For the Management Services provided by the Manager to each Series pursuant to this Agreement, the Trust will pay to the Manager an annual fee equal to the amount specified for such Series in Schedule A hereto, payable monthly in arrears. Payment of these fees shall be in addition to any amount paid to, reimbursed to, or recovered by, the Manager for incurring any costs or performing any services which are obligations of the Trust as provided in Section 7(d). The fee will be appropriately pro-rated to reflect any portion of a calendar month that this Agreement is not in effect between the Manager and the Trust.
9. Liability of the Manager .
(a) General.
In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, trustees or employees, the Manager shall not be subject to liability to the Trust or to the Series or to any shareholder of the Series for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any officer, director or employee of the Manager, the Trust hereby agrees to indemnify and hold the Manager harmless from and against all claims, actions, suits, and proceedings at law or in equity whether brought or asserted by a private party or a governmental agency, instrumentality or entity of any kind, relating to the sale, purchase, pledge of, advertisement of, or solicitation of sales or purchases of any security (whether of a Series or otherwise) by the Trust, its officers, directors, employees or agents in alleged violation of applicable federal, state or foreign laws, rules or regulations.
(b) Liability with respect to the Provision of Administrative Services.
In providing the Administrative Services, the Manager may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Manager nor its stockholders, officers, directors, employees, or agents shall be subject to any liability for, or any damages, expenses, or losses
8
incurred in connection with, any act or omission connected with or arising out of any Administrative Services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Managers duties, or by reason of reckless disregard of the Managers obligations and duties under this Agreement. The liability incurred by the Manager pursuant to this Section 9(b) with respect to a Series in any year shall be limited to the revenues of the Manager derived from the Series in that fiscal year of the Series. The Manager shall look solely to the Series property for satisfaction of claims of any nature against the Series or a Trustee, officer, employee or agent of the Series individually arising in connection with the affairs of the Series.
(c) Trust Disclosures.
(i) |
The Manager shall be responsible for preparing the Trusts registration statements and supplements to the Trusts prospectuses and statements of additional information (Disclosure Documents), and for filing or arranging for the filing of such Disclosure Documents with the SEC and other federal and state regulatory authorities as may be required by applicable law. |
(ii) |
Notwithstanding anything in Section 9 or elsewhere in this Agreement, the Manager shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 9(c)(i) of this Agreement. |
(iii) |
In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a Disclosure Claim) that arises out of or is based upon the disclosure in a Disclosure Document for the Trust (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Trust or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Manager shall indemnify and hold harmless the Trust and each individual who, during the term of this Agreement, serves or had served as a Trustee of the Trust who is not an interested person of the Trust, as such term is defined in the 1940 Act (an Independent Trustee), if such Disclosure Claim arises from the Managers failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Trusts Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Manager, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. |
(iv) |
In addition to the indemnification provided in Section 9(c)(iii) of this Agreement, the Manager agrees to indemnify and hold harmless the Independent Trustees for the costs of defense of a Disclosure Claim, including reasonable attorneys fees, regardless of whether such Disclosure Claim arises from the Managers failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Trusts Disclosure Documents, subject to the Managers right to assume the defense of such Disclosure Claim pursuant to Section 9(c)(ix) of this Agreement. |
9
(v) |
The parties expressly acknowledge that this Section 9(c) confers rights and remedies upon the Trust and each Independent Trustee, including the right to enforce the indemnification provided for in Sections 9(c)(iii) and 9(c)(iv) of this Agreement. The obligation of the Manager to provide indemnification to the Trust and the Independent Trustees, as set forth in this Section 9(c), shall remain in effect after the termination of this Agreement. |
(vi) |
The indemnification of the Trust provided for in Section 9(c)(iii) of this Agreement shall apply only to the extent that any loss to the Trust is not covered by insurance held by the Trust, and shall not apply if: (A) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Trustee for inclusion in the Trusts Disclosure Documents; or (B) indemnification is not allowed under applicable law. |
(vii) |
The indemnification of an Independent Trustee provided in Sections 9(c)(iii) and 9(c)(iv) of this Agreement shall apply only to the extent that any loss to the Independent Trustee is not covered by insurance held by the Trust or the Independent Trustee , and shall not apply if: (A) losses are actually indemnified by the Trust, consistent with the Trusts organizational documents; (B) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Trustee for inclusion in the Trusts Disclosure Documents; (C) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Trustee; or (D) indemnification is not allowed under applicable law. |
(viii) |
The Manager shall not be liable for indemnification of an Independent Trustee under this Section 9(c) unless the Independent Trustee has notified the Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Trustee (or after such Independent Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Manager is not required if the Manager had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Trustee, the Manager shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. |
(ix) |
In the event of a request for indemnification from the Trust or an Independent Trustee (Indemnified Party), the Manager shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Manager and the Indemnified Party. |
(x) |
Sections 9(a) and 9(b) shall not apply to a claim for indemnification under this Section 9(c). |
10
10. Continuation and Termination . With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 17, 2016 . Thereafter, unless earlier terminated as provided herein with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Trust, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Series who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval.
With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of: (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trusts Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board of Trustees of the Series, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Series who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval.
However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.
This Agreement may be terminated by the Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment as defined in the 1940 Act.
11
11. Amendments . No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares (as defined in the 1940 Act) of the Trust. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board and the Manager.
12. Use of Name . It is understood that the name Voya Investments, LLC or any trademark, trade name, service mark, or logo, or any variation of such trademark, service mark, or logo of Voya Investments, LLC or its affiliates, including but not limited to the mark Voya ® (collectively, the Voya Marks) is the valuable property of the Manager and its affiliates, and that the Trust and/or the Series have the right to use such Voya Marks only so long as this Agreement or any subsequent agreement with the Manager in replacement of this Agreement shall continue with respect to such Trust and/or Series. Upon termination of this Agreement without its replacement by a subsequent agreement, the Trust (or Series) shall, as soon as is reasonably possible, discontinue all use of the Voya Marks and, in the case of the Trust, shall promptly amend its Amended and Restated Declaration of Trust to change its name (if such Voya Marks are included therein).
13. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.
14. Applicable Law .
(a) This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or any rules or order of the SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(c) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
12
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
VOYA INVESTMENTS LLC |
||
By: |
/s/ Todd Modic |
|
Todd Modic |
||
Senior Vice President |
||
VOYA FUNDS TRUST |
||
By: |
/s/ Kimberly A. Anderson |
|
Kimberly A. Anderson |
||
Senior Vice President |
13
SCHEDULE A
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
VOYA FUNDS TRUST
and
VOYA INVESTMENTS, LLC
Series
|
Annual Management Fee (as a percentage of average daily net assets)
|
|
Voya Floating Rate Fund
|
0.65% on all assets
|
|
Voya High Yield Bond Fund
|
0.61% on first $500 million of assets; 0.55% on next $4.5 billion of assets; and 0.50% thereafter
|
|
Voya Intermediate Bond Fund
|
0.27% on all assets
|
|
Voya Short Term Bond Fund
|
0.45% on all assets
|
|
Voya Strategic Income Opportunities Fund
|
0.65% on all assets
|
A-1
SCHEDULE B
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
VOYA FUNDS TRUST
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 Trust or to the Independent Trustees by Ropes & Gray LLP and K&L Gates LLP |
9. | Audits and semi-annual reviews of financial statements, prospectuses and Form N-14 filings such as those currently provided by 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 |
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 |
B-1
13. | Identifying and tracking services for wash sales activity such as those currently provided by Gainskeeper (Wolters Kluwer Financial Services, Inc.) |
14. | Brokerage services |
15. | Attribution and risk analysis services provided in support of the Chief Investment Risk Officer such as those currently provided by the Bank of New York-Wilshire Atlas/Axiom Attribution and Risk Analysis System |
16. | Recordkeeping services related to the Director/Trustee deferred compensation plan such as those currently provided by Pen-Cal Administrators |
17. | Call center services related to phone representatives that service existing fund shareholders of record such as those currently provided by The Bank of New York Mellon Services |
18. | Consultants hired at the request of the Board of Directors/Trustees to advise them |
19. | Administrative Services that are not reasonably necessary for the ordinary operation of each Series as of January 1, 2015, but that may be required in the future |
B-2
SCHEDULE C
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
VOYA FUNDS TRUST
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
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
(d)(1)(i)
May 1, 2015
Voya Funds Trust
7337 E. Doubletree Ranch Road
Suite 100
Scottsdale, AZ 85258
Ladies and Gentlemen:
By this letter dated May 1, 2015, we have agreed to waive the management fee payable to us under the Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya Funds Trust (the Agreement), with respect to Class P shares of Voya Floating Rate Fund and Voya High Yield Bond Fund (the Funds), each a series of Voya Funds Trust. Such waiver will be in an amount equal to the management fees allocated to, and otherwise payable by, the Class P shares of the Funds, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
By this letter, we agree to waive the management fee for the period from May 1, 2015 through August 1, 2015.
Notwithstanding the foregoing, termination or modification of this letter requires approval by the Board of Trustees of Voya Funds Trust.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
May 1, 2015
Page 2
Please indicate your agreement to this reduction in fee by executing below in the place indicated.
Very sincerely,
|
||||
By: |
/s/ Todd Modic |
|||
Todd Modic | ||||
Senior Vice President | ||||
Voya Investments, LLC |
Agreed and Accepted:
Voya Funds Trust
(on behalf of the Funds)
By: |
/s/ Kimberly A. Anderson |
|
Kimberly A. Anderson | ||
Senior Vice President |
(d)(2)
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
VOYA FUNDS TRUST
AGREEMENT dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Funds Trust (the Trust), a Delaware statutory trust, and Voya Investments, LLC (the Manager), a limited liability company organized and existing under the laws of the State of Arizona (the Agreement).
WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Trust may offer shares of additional series in the future;
WHEREAS, the Trust desires to avail itself of the services of the Manager for the provision of advisory, management and administrative services for the Trust; and
WHEREAS, the Manager is willing to render such services to the Trust.
NOW, THEREFORE, in consideration of the premises, the promises and mutual covenants herein contained, it is agreed between the parties as follows:
1. Appointment . The Trust hereby appoints the Manager, subject to the direction of the Board of Trustees, for the period and on the terms set forth in this Agreement, to provide advisory, management, administrative and other services (collectively, the Management Services), as described herein, with respect to each series of the Trust set forth on Schedule A hereto (individually and collectively referred to herein as Series). The Manager accepts such appointment and agrees to render the Management Services herein set forth for the compensation herein provided.
In the event the Trust establishes and designates additional series (other than the Series) with respect to which it desires to retain the Manager to render Management Services hereunder, it shall notify the Manager in writing. If the Manager is willing to render such services, it shall notify the Trust in writing, whereupon such additional series shall become a Series hereunder, and be subject to this Agreement.
With respect to those Series that have obtained shareholder approval, to the extent such shareholder approval is required, subject to the approval of the Board of Trustees of the Series, the Manager is authorized to enter into sub-advisory agreements with other registered investment advisers to serve as investment sub-advisers, whether or not affiliated with the Manager (each a Sub-Adviser). The Manager will continue to have responsibility for all services furnished pursuant to any sub-advisory agreement (each a Sub-Advisory Agreement). The Series and the Manager understand and agree that the Manager may manage each Series in a Manager-of-
Managers style with one or more Sub-Advisers, which contemplates that the Manager will, among other things and pursuant to an order issued by the U.S. Securities and Exchange Commission (the SEC) or applicable regulation under the 1940 Act: (i) continually evaluate the performance of any Sub-Adviser to the Series; and (ii) periodically make recommendations to the Series Board of Trustees regarding the results of its evaluation and monitoring functions. The Series recognizes that, subject to the approval of the Board of Trustees of the Series, a Sub-Advisers services may be terminated or modified and that the Manager may appoint a new Sub-Adviser for a Series, subject to an applicable SEC Order.
2. |
Management Services of the Manager . |
(a) Advisory Services.
In carrying out its obligations under this Agreement, the Manager shall do the following (collectively, the Advisory Services), provided, however, that the Advisory Services shall not include the services identified on Schedule B and, therefore, such services shall be deemed to be outside the scope of this Agreement:
(i) |
Supervise and manage all aspects of the Series operations; |
(ii) |
Provide the Series or obtain for each, and thereafter supervise, such executive, administrative, clerical and shareholder servicing services as are deemed advisable by the Board; |
(iii) |
Arrange, but not pay for, the periodic updating of prospectuses and supplements thereto, proxy material, tax returns, reports to the Series shareholders and reports to and filings with the SEC and state Blue Sky authorities; |
(iv) |
Provide the Series with, or obtain for each, adequate office space and all necessary office equipment and services, including telephone service, heat, utilities, stationery supplies and similar items for the Series principal office; |
(v) |
Provide the Board of Trustee of the Trust on a regular basis with financial reports and analyses on the Series operations and the operations of comparable investment companies; |
(vi) |
Obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or the Series, and whether concerning the individual issuers whose securities are included in the Series or the activities in which they engage, or with respect to securities which the Manager considers desirable for inclusion in the Series; |
(vii) |
Determine what issuers and securities shall be represented in the Series respective portfolios and regularly report them to the Board of Trustee of the Trust; |
2
(viii) |
Formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly report thereon to the Board of Trustee of the Trust; and |
(ix) |
Take, on behalf of the Series, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions as aforesaid, including the placing of orders for the purchase and sale of portfolio securities. |
(b) Investment Advisory Authority.
When rendering Advisory Services directly to a Series, the Manager, subject to the supervision of the Trusts Board, will provide a continuous investment program for the Series portfolio and determine the composition of the assets of the Series portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Manager will provide the services under this Agreement in accordance with the Series investment objective or objectives, policies, and restrictions as stated in the Trusts Registration Statement. Furthermore:
(i) |
The Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the Manager. |
(ii) |
The Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trusts Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. |
(iii) |
On occasions when the Manager deems the purchase or sale of a security to be in the interest of the Series as well as any other investment advisory clients, the Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trusts Board, but shall not be obligated to, aggregate the |
3
securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in a manner that is fair and equitable in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. |
(iv) |
In connection with the purchase and sale of securities of the Series, the Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Manager will arrange for the prompt transmission of the confirmation of such trades to the Trusts custodian. |
(v) |
The Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trusts Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Manager. |
(vi) |
The Manager will make available to the Trust, promptly upon request, any of the Series or the Managers investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. |
(vii) |
The Manager will regularly report to the Trusts Board on the investment program for the Series and the issuers and securities represented in the Series portfolio, and will furnish the Trusts Board with respect to the Series such periodic and special reports as the Trustee may reasonably request. |
(viii) |
In connection with its responsibilities under this Section 2(b), the Manager is responsible for decisions to buy and sell securities and other investments for the Series portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Managers primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Registration Statement for the Trust. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a |
4
portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Managers overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, the Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Manager or an affiliate of the Manager. Such allocation shall be in such amounts and proportions as the Manager shall determine consistent with the above standards, and the Manager will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. |
(c) Services of Manager with respect to Sub-Advisers.
In the event that the Manager wishes to select others to render Advisory Services, the Manager shall analyze, select and recommend for consideration and approval by the Trusts Board of Trustees investment advisory firms (however organized) to provide investment advice to one or more of the Series, and, at the expense of the Manager, engage (which engagement may also be by the Trust) any such investment advisory firm to render investment advice and manage the investments of each such Series and the composition of each such Series portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, or any offering thereof, in accordance with the Series investment objective or objectives and policies as stated in the Trusts Registration Statement.
The Manager shall take the following actions in respect of the performance by each Sub-Adviser of its obligations in respect of a Series:
(i) |
Periodically monitor and evaluate the performance of the Sub-Adviser with respect to the investment objectives and policies of the Series, including without limitation, perform periodic detailed analysis and review of the Sub-Advisers investment performance in respect of the Series and in respect of other accounts managed by the Sub-Adviser with similar investment strategies; |
(ii) |
Prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Sub-Adviser and other information regarding the Sub-Adviser, at such times and in such forms as the Board of Trustees may reasonably request; |
(iii) |
Review and consider any changes in the personnel of the Sub-Adviser responsible for performing the Sub-Advisers obligations and make appropriate reports to the Board of Trustees; |
5
(iv) |
Review and consider any changes in the ownership or senior management of the Sub-Adviser and make appropriate reports to the Board of Trustees; |
(v) |
Perform periodic in-person or telephonic diligence meetings with representatives of the Sub-Adviser; |
(vi) |
Supervise the Sub-Adviser with respect to the services that the Sub-Adviser provides under the Sub-Advisers Sub-Advisory Agreement; |
(vii) |
Assist the Board of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the Sub-Advisory Agreement with the Sub-Adviser and annual consideration of the agreement thereafter; |
(viii) |
Monitor the Sub-Adviser for compliance with the investment objective or objectives, policies and restrictions of Series it manages, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable law; |
(ix) |
If appropriate, analyze and recommend for consideration by the Trusts Board of Trustees termination of a contract with the Sub-Adviser under which the Sub-Adviser provides Advisory Services to one or more of the Series; |
(x) |
Identify potential successors to or replacements of the Sub-Adviser or potential additional Sub-Advisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Sub-Adviser; |
(xi) |
Designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and |
(xii) |
Perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Agreement and applicable law. |
(d) Administrative Services of the Manager.
(i) |
Administrative Services. Subject to the general supervision of the Board of Trustees of the Trust, the Manager shall provide all administrative services reasonably necessary as of January 1, 2015 for the ordinary operation of each Series (Administrative Services). Provided, however, that Administrative Services shall not include the services identified on Schedule B and, therefore, such services shall be deemed to be outside of the scope of this Agreement. |
(ii) |
Allocation and Delegation of Responsibilities. The Administrative Services may be furnished by any directors, officers or employees of the Manager or of affiliates of the |
6
Manager. The Manager may, at the expense of the Manager, retain the services of a third party as its delegate, under the Managers supervision, to provide in its stead any Administrative Service; provided, however, that any such delegation to a third party shall be subject to the approval of Trusts Board of Trustees. The Manager shall remain liable to the Trust for any service delegated to a third party pursuant to this Section 2(d)(ii) to the same extent as if the Manager provided the services itself. |
3. Conformity with Applicable Law . The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Registration Statement of the Trust and with the instructions and directions of the Board of the Trust and will conform to, and comply with, the requirements of the 1940 Act and all other applicable federal and state laws and regulations.
4. Exclusivity . The services of the Manager to the Trust under this Agreement are not to be deemed exclusive, and the Manager, or any affiliate thereof, shall be free to render similar services to other investment companies and other clients (whether or not their investment objectives and policies are similar to those of any of the Series) and to engage in other activities, so long as its services hereunder are not impaired thereby.
5. Documents . The Trust has delivered properly certified or authenticated copies of each of the following documents to the Manager and will deliver to it all future amendments and supplements thereto, if any:
(a) Certified resolution of the Board of the Trust authorizing the appointment of the Manager and approving the form of this Agreement;
(b) The Registration Statement as filed with the SEC and any amendments thereto; and
(c) Exhibits, powers of attorney, certificates and any and all other documents relating to or filed in connection with the Registration Statement described above.
6. Records . The Trust agrees to maintain and to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by the Trust with respect to the Series by the 1940 Act. The Manager further agrees that all records of the Series are the property of the Trust and, to the extent held by the Manager, it will promptly surrender any of such records upon request.
7. Expenses .
(a) During the term of this Agreement, the Manager will pay all expenses incurred by it in connection with its activities under this Agreement described on Schedule C attached hereto, as it may be revised from time to time to account for changes in the vendors paid.
7
(b) The Trust shall be responsible for all of the expenses of its operations, including, without limitation, the management fee payable hereunder and extraordinary expenses, such as litigation expenses.
(c) The Manager further agrees to pay all fees payable to the Sub-Advisers, executive salaries and expenses of the Trustee of the Trust who are employees of the Manager or its affiliates, and office rent of the Trust.
(d) To the extent the Manager incurs any costs or performs any services which are an obligation of the Trust, as set forth in this Agreement, the Trust shall promptly reimburse the Manager for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Manager, the Manager shall be entitled to recover from the Trust only to the extent of its costs for such services.
8. Compensation . For the Management Services provided by the Manager to each Series pursuant to this Agreement, the Trust will pay to the Manager an annual fee equal to the amount specified for such Series in Schedule A hereto, payable monthly in arrears. Payment of these fees shall be in addition to any amount paid to, reimbursed to, or recovered by, the Manager for incurring any costs or performing any services which are obligations of the Trust as provided in Section 7(d). The fee will be appropriately pro-rated to reflect any portion of a calendar month that this Agreement is not in effect between the Manager and the Trust.
9. Liability of the Manager .
(a) General.
In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any of its officers, trustees or employees, the Manager shall not be subject to liability to the Trust or to the Series or to any shareholder of the Series for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or any officer, director or employee of the Manager, the Trust hereby agrees to indemnify and hold the Manager harmless from and against all claims, actions, suits, and proceedings at law or in equity whether brought or asserted by a private party or a governmental agency, instrumentality or entity of any kind, relating to the sale, purchase, pledge of, advertisement of, or solicitation of sales or purchases of any security (whether of a Series or otherwise) by the Trust, its officers, directors, employees or agents in alleged violation of applicable federal, state or foreign laws, rules or regulations.
(b) Liability with respect to the Provision of Administrative Services.
In providing the Administrative Services, the Manager may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Manager nor its stockholders, officers, directors, employees, or agents shall be subject to any liability for, or any damages, expenses, or losses
8
incurred in connection with, any act or omission connected with or arising out of any Administrative Services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Managers duties, or by reason of reckless disregard of the Managers obligations and duties under this Agreement. The liability incurred by the Manager pursuant to this Section 9(b) with respect to a Series in any year shall be limited to the revenues of the Manager derived from the Series in that fiscal year of the Series. The Manager shall look solely to the Series property for satisfaction of claims of any nature against the Series or a Trustee, officer, employee or agent of the Series individually arising in connection with the affairs of the Series.
(c) Trust Disclosures.
(i) |
The Manager shall be responsible for preparing the Trusts registration statements and supplements to the Trusts prospectuses and statements of additional information (Disclosure Documents), and for filing or arranging for the filing of such Disclosure Documents with the SEC and other federal and state regulatory authorities as may be required by applicable law. |
(ii) |
Notwithstanding anything in Section 9 or elsewhere in this Agreement, the Manager shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 9(c)(i) of this Agreement. |
(iii) |
In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a Disclosure Claim) that arises out of or is based upon the disclosure in a Disclosure Document for the Trust (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Trust or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Manager shall indemnify and hold harmless the Trust and each individual who, during the term of this Agreement, serves or had served as a Trustee of the Trust who is not an interested person of the Trust, as such term is defined in the 1940 Act (an Independent Trustee), if such Disclosure Claim arises from the Managers failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Trusts Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Manager, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. |
(iv) |
In addition to the indemnification provided in Section 9(c)(iii) of this Agreement, the Manager agrees to indemnify and hold harmless the Independent Trustees for the costs of defense of a Disclosure Claim, including reasonable attorneys fees, regardless of whether such Disclosure Claim arises from the Managers failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Trusts Disclosure Documents, subject to the Managers right to assume the defense of such Disclosure Claim pursuant to Section 9(c)(ix) of this Agreement. |
9
(v) |
The parties expressly acknowledge that this Section 9(c) confers rights and remedies upon the Trust and each Independent Trustee, including the right to enforce the indemnification provided for in Sections 9(c)(iii) and 9(c)(iv) of this Agreement. The obligation of the Manager to provide indemnification to the Trust and the Independent Trustees, as set forth in this Section 9(c), shall remain in effect after the termination of this Agreement. |
(vi) |
The indemnification of the Trust provided for in Section 9(c)(iii) of this Agreement shall apply only to the extent that any loss to the Trust is not covered by insurance held by the Trust, and shall not apply if: (A) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Trustee for inclusion in the Trusts Disclosure Documents; or (B) indemnification is not allowed under applicable law. |
(vii) |
The indemnification of an Independent Trustee provided in Sections 9(c)(iii) and 9(c)(iv) of this Agreement shall apply only to the extent that any loss to the Independent Trustee is not covered by insurance held by the Trust or the Independent Trustee , and shall not apply if: (A) losses are actually indemnified by the Trust, consistent with the Trusts organizational documents; (B) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Trustee for inclusion in the Trusts Disclosure Documents; (C) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Trustee; or (D) indemnification is not allowed under applicable law. |
(viii) |
The Manager shall not be liable for indemnification of an Independent Trustee under this Section 9(c) unless the Independent Trustee has notified the Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Trustee (or after such Independent Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Manager is not required if the Manager had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Trustee, the Manager shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. |
(ix) |
In the event of a request for indemnification from the Trust or an Independent Trustee (Indemnified Party), the Manager shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Manager and the Indemnified Party. |
(x) |
Sections 9(a) and 9(b) shall not apply to a claim for indemnification under this Section 9(c). |
10. Continuation and Termination . With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November
10
17, 2016 . Thereafter, unless earlier terminated as provided herein with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustee of the Trust, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustee of the Series who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval.
With respect to any Series added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of: (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trusts Board of Trustee, including a majority of those Trustee who are not interested persons (as such term is defined in the 1940 Act) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board of Trustee of the Series, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustee of the Series who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of the Series or the Manager, cast in person at a meeting called for the purpose of voting on such approval.
However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding: (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.
This Agreement may be terminated by the Trust at any time, in its entirety or with respect to a Series, without the payment of any penalty, by vote of a majority of the Board of the Trust or by a vote of a majority of the outstanding voting shares of the Trust, or with respect to a Series, by vote of a majority of the outstanding voting shares of such Series, on sixty (60) days written notice to the Manager, or by the Manager at any time, without the payment of any penalty, on sixty (60) days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment as defined in the 1940 Act.
11. Amendments . No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective
11
until approved by a vote of the majority of the outstanding shares (as defined in the 1940 Act) of the Trust. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board and the Manager.
12. Use of Name . It is understood that the name Voya Investments, LLC or any trademark, trade name, service mark, or logo, or any variation of such trademark, service mark, or logo of Voya Investments, LLC or its affiliates, including but not limited to the mark Voya ® (collectively, the Voya Marks) is the valuable property of the Manager and its affiliates, and that the Trust and/or the Series have the right to use such Voya Marks only so long as this Agreement or any subsequent agreement with the Manager in replacement of this Agreement shall continue with respect to such Trust and/or Series. Upon termination of this Agreement without its replacement by a subsequent agreement, the Trust (or Series) shall, as soon as is reasonably possible, discontinue all use of the Voya Marks and, in the case of the Trust, shall promptly amend its Amended and Restated Declaration of Trust to change its name (if such Voya Marks are included therein).
13. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.
14. Applicable Law .
(a) This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or any rules or order of the SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(c) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
12
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
VOYA FUNDS TRUST |
||
By: |
/s/ Kimberly A. Anderson |
|
Kimberly A. Anderson |
||
Senior Vice President |
||
VOYA INVESTMENTS, LLC |
||
By: |
/s/ Todd Modic |
|
Todd Modic |
||
Senior Vice President |
13
SCHEDULE A
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
VOYA FUNDS TRUST
and
VOYA INVESTMENTS, LLC
Series |
Annual Management Fee (as a percentage of average daily net assets)
|
|
Voya GNMA Income Fund |
0.57% on first $1 billion of assets; 0.50% on next $4 billion of assets; and 0.45% thereafter
|
A-1
SCHEDULE B
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
VOYA FUNDS TRUST
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 Trust or to the Independent Trustees by Ropes & Gray LLP and K&L Gates LLP |
9. | Audits and semi-annual reviews of financial statements, prospectuses and Form N-14 filings such as those currently provided by 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 |
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 |
B-1
13. | Identifying and tracking services for wash sales activity such as those currently provided by Gainskeeper (Wolters Kluwer Financial Services, Inc.) |
14. | Brokerage services |
15. | Attribution and risk analysis services provided in support of the Chief Investment Risk Officer such as those currently provided by the Bank of New York-Wilshire Atlas/Axiom Attribution and Risk Analysis System |
16. | Recordkeeping services related to the Director/Trustee deferred compensation plan such as those currently provided by Pen-Cal Administrators |
17. | Call center services related to phone representatives that service existing fund shareholders of record such as those currently provided by The Bank of New York Mellon Services |
18. | Consultants hired at the request of the Board of Directors/Trustees to advise them |
19. | Administrative Services that are not reasonably necessary for the ordinary operation of each Series as of January 1, 2015, but that may be required in the future |
B-2
SCHEDULE C
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
VOYA FUNDS TRUST
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
(d)(3)
EXPENSE LIMITATION AGREEMENT
VOYA FUNDS TRUST
This EXPENSE LIMITATION AGREEMENT (this Agreement), effective November 18, 2014, by and between Voya Investments, LLC (the Investment Manager) and Voya Funds Trust (the Registrant). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a Fund, collectively the Funds), as such schedule may be amended from time to time to add or delete series.
WHEREAS, the Registrant is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management company; and
WHEREAS , the Registrant and the Investment Manager desire that the provisions of this Agreement do not adversely affect a Funds status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code), do not interfere with a Funds ability to compute its taxable income under Code Section 852, do not adversely affect the status of the distributions a Fund makes as deductible dividends under Code Section 562, and do comply with the requirements of Revenue Procedure 99-40 (or any successor pronouncement of the Internal Revenue Service); and
WHEREAS, the Registrant and the Investment Manager have entered into an investment management agreement (the Management Agreement), pursuant to which the Investment Manager provides investment advisory services to each Fund; and
WHEREAS, the Registrant and the Investment Manager have determined that it is appropriate and in the best interests of the Funds and their shareholders to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. | Expense Limitation . |
1.1 Applicable Expense Limit . To the extent that the ordinary operating expenses, including but not limited to investment advisory fees payable to the Investment Manager, but excluding interest, taxes, other investment-related costs, leverage expenses (as defined below), extraordinary expenses such as litigation, other expenses not incurred in the ordinary course of such Funds business, and expenses of any counsel or other persons or services retained by such Funds Trustees who are not interested persons, as that term is defined in the 1940 Act, of the Investment Manager (the Fund Operating Expenses), incurred by a class of a Fund listed on Schedule A during any term of this Agreement (the Term) exceed the Operating Expense Limit, as defined in Section 1.2 below, for such class for such Term, such excess amount (the Excess Amount) shall be the liability of the Investment Manager. For the purposes of this Agreement, leverage expenses shall mean fees, costs and expenses incurred by a Funds use of leverage (including, without limitation, expenses incurred by a Fund in creating, establishing and maintaining leverage through borrowings or the issuance of preferred shares).
1.2 Operating Expense Limit . The Operating Expense Limit in any Term with respect to each class of a Fund shall be the amount specified in Schedule A .
1.3 Daily Computation . The Investment Manager shall determine on each business day whether the aggregate Term to date Fund Operating Expenses for any class of a Fund exceed the Operating Expense Limit, as such Operating Expense Limit has been pro-rated to the date of such determination (the Pro-Rated Expense Cap). If, on any business day, the aggregate Term to date Fund Operating Expenses for any class of a Fund do not equal the Pro-Rated Expense Cap for that class, the amount of such difference shall be netted against the previous days accrued amount for Excess Amounts or Recoupment Amounts (as defined below), and the difference shall be accrued for that day as an Excess Amount or Recoupment Amount as applicable.
1.4 Payment . At the end of each month, the accruals made pursuant to Section 1.3 above shall be netted, and the result shall be remitted by the Investment Manager to the Fund (pursuant to Section 1.1. above) if such netting results in an Excess Amount, and it shall be remitted to the Investment Manager if such netting results in a Recoupment Amount and the Investment Manager is entitled to a Recoupment Amount pursuant to Section 2 below. Any such amounts remitted to a Fund, or repaid by a Fund, shall be allocated among the classes of the Fund in accordance with the terms of the Funds Multiple Class Plan Pursuant to Rule 18f-3 under the 1940 Act. For avoidance of doubt, any payments made pursuant to Section 1.1 and this Section 1.4 may include waivers of Fund-level expenses, such as management fees, custodian fees, and other expenses related to the management of the Trusts assets which must be allocated proportionately among all classes, and reimbursements of Class-specific expenses, which may be waived or reimbursed at different amounts for individual classes. The Registrant may offset amounts owed to a Fund pursuant to this Agreement against the Funds advisory fee payable to the Investment Manager.
2. Right to Recoupment . If the Investment Manager has waived or reduced any investment advisory fees, or made any payments pursuant to Section 1.4 above, relating to any of the 36 months immediately preceding any month end calculation pursuant to Section 1.4 above, the Investment Manager shall be entitled to recoup from a Fund any such investment advisory fees waived or reduced and any such payments made (collectively, a Recoupment Amount), if (i) on the date of any calculation under Section 1.3, the aggregate Term to date Fund Operating Expenses for any class of a Fund are less than that days Pro-Rated Expense Cap for that class, and (ii) such Recoupment Amounts have not already been recouped. Any amounts recouped from a class of a Fund shall be recouped in accordance with the principles of the Funds Multiple Class Plan Pursuant to Rule 18f-3 under the 1940 Act. Amounts recouped shall be allocated to the oldest Recoupment Amounts during such 36-month period until fully recouped, and thereafter to the next oldest Recoupment Amounts, and so forth.
3. Term and Termination . This Agreement shall have an initial term with respect to each Fund ending on the date indicated on Schedule A , as such schedule may be amended from time
2
to time. Thereafter, this Agreement shall automatically renew for one-year terms with respect to a Fund unless the Investment Manager provides written notice of the termination of this Agreement to a lead Independent Trustee of the Registrant within 90 days of the end of the then current term for that Fund and such termination is approved by the Board of Trustees of the Registrant. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Management Agreement with respect to such Fund, or it may be terminated by the Registrant, without payment of any penalty, upon written notice to the Investment Manager at its principal place of business within 90 days of the end of the then current term for a Fund.
4. | Miscellaneous . |
4.1 Captions . The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.
4.2 Interpretation . Nothing herein shall be deemed to require the Registrant or a Fund to take any action contrary to the Registrants articles of incorporation, declaration of trust, or similar governing document, an applicable prospectus or statement of additional information, or any applicable statutory or regulatory requirement, or to relieve or deprive the Registrants Board of Trustees of its responsibility for and control of the conduct of the affairs of the Registrant or the Funds.
4.3 Definitions . Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment management fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Management Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Management Agreement or the 1940 Act.
4.4 Amendments . This Agreement, including the applicable expense limits for a Fund as set forth on Schedule A , may be amended only by a written agreement signed by each of the parties hereto and such amendment is approved by the Board of Trustees of the Registrant.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
3
IN WITNESS WHEREOF , the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.
VOYA FUNDS TRUST | VOYA INVESTMENTS, LLC | |||||||
By: |
/s/ Kimberly A. Anderson |
By: |
/s/ Todd Modic |
|||||
Name: | Kimberly A. Anderson | Name: Todd Modic | ||||||
Title: | Senior Vice President | Title: Senior Vice President |
4
SCHEDULE A
to the
EXPENSE LIMITATION AGREEMENT
VOYA FUNDS TRUST
OPERATING EXPENSE LIMITS
Fund 1 |
Maximum Operating Expense Limit ( as a percentage of average net assets) |
|||||||||||||||||
Class A
|
Class B
|
Class C
|
Class I
|
Class O
|
Class P
|
Class R
|
Class R6
|
Class W
|
||||||||||
Voya Floating Rate Fund Initial Term Expires August 1, 2016
|
1.00% | N/A | 1.75% | 0.75% | N/A | 0.15% | 1.25% | N/A | 0.75% | |||||||||
Voya GNMA Income Fund Initial Term Expires August 1, 2016
|
0.97% | 1.72% | 1.72% | 0.67% | N/A | N/A | N/A | N/A | 0.72% | |||||||||
Voya High Yield Bond Fund Initial Term Expires August 1, 2016
|
1.10% | 1.85% | 1.85% | 0.85% | N/A | 0.15% | 1.35% | N/A | 0.85% |
1 | This Agreement shall automatically renew for one-year terms with respect to a Fund unless otherwise terminated in accordance with the Agreement. |
5
Fund 1 |
Maximum Operating Expense Limit
(as a percentage of average net assets) |
|||||||||||||||||||
Class A
|
Class B | Class C | Class I | Class O | Class P | Class R | Class R6 | Class W | ||||||||||||
Voya Intermediate Bond Fund Initial Term Expires August 1, 2016 |
0.75% | 1.50% | 1.50% | 0.50% | 0.75% | N/A | 1.00% | 0.50% | 0.50% | |||||||||||
Voya Short Term Bond Fund Initial Term Expires August 1, 2016 |
0.80% | N/A | 1.55% | 0.50% | N/A | N/A | 1.05% | 0.47% | 0.55% | |||||||||||
Voya Strategic Income Fund 2 Initial Term Expires August 1, 2016 |
1.15% | N/A | 1.90% | 0.70% | N/A | N/A | 1.40% | N/A | 0.90% |
/s/ HE |
HE |
Effective Date: November 18, 2014 in connection with the Voya Financial, Inc. change of control.
1 | This Agreement shall automatically renew for one-year terms with respect to a Fund unless otherwise terminated in accordance with the Agreement. |
2 | The maximum operating expense limit includes the acquired fund fees and expenses. |
6
(d)(3)(i)
AMENDED SCHEDULE A
to the
EXPENSE LIMITATION AGREEMENT
VOYA FUNDS TRUST
OPERATING EXPENSE LIMITS
Fund 1 |
Maximum Operating Expense Limit
( as a percentage of average net assets) |
|||||||||||||||||||
Class A
|
Class B | Class C | Class I | Class O | Class P | Class R | Class R6 | Class W | ||||||||||||
Voya Floating Rate Fund Initial Term Expires August 1, 2016
|
1.00% | N/A | 1.75% | 0.75% | N/A | 0.15% | 1.25% | N/A | 0.75% | |||||||||||
Voya GNMA Income Fund Term Expires August 1, 2016
|
0.95% | 1.70% | 1.70% | 0.65% | N/A | N/A | N/A | N/A | 0.70% | |||||||||||
Voya High Yield Bond Fund Initial Term Expires August 1, 2016
|
1.10% | 1.85% | 1.85% | 0.85% | N/A | 0.15% | 1.35% | N/A | 0.85% |
1 | This Agreement shall automatically renew for one-year terms with respect to a Fund unless otherwise terminated in accordance with the Agreement. |
1
(d)(3)(i)
Fund 1 |
Maximum Operating Expense Limit
( as a percentage of average net assets) |
|||||||||||||||||||
Class A
|
Class B | Class C | Class I | Class O | Class P | Class R | Class R6 | Class W | ||||||||||||
Voya Intermediate Bond Fund Initial Term Expires August 1, 2016
|
0.75% | 1.50% | 1.50% | 0.50% | 0.75% | N/A | 1.00% | 0.50% | 0.50% | |||||||||||
Voya Short Term Bond Fund Initial Term Expires August 1, 2016
|
0.80% | N/A | 1.55% | 0.50% | N/A | N/A | 1.05% | 0.47% | 0.55% | |||||||||||
Voya Strategic Income Fund 2 Initial Term Expires August 1, 2016
|
1.15% | N/A | 1.90% | 0.70% | N/A | N/A | 1.40% | N/A | 0.90% |
/s/ HE |
||||||||||||||
HE |
Effective Date: January 1, 2015 to modify the expense limits for Voya GNMA Income Fund in connection with the September 2014 15(c) Review.
1 | This Agreement shall automatically renew for one-year terms with respect to a Fund unless otherwise terminated in accordance with the Agreement. |
2 | The maximum operating expense limit includes the acquired fund fees and expenses. |
(d)(3)(ii)
November 18, 2014
Voya Funds Trust
7337 East Doubletree Ranch Road
Suite 100
Scottsdale, Arizona 85258-2034
Re: | Expense Limitation Recoupments |
Ladies and Gentlemen:
Voya Investments, LLC (VIL), and Voya Funds Trust (VFT) have entered into the Expense Limitation Agreement dated November 18, 2014 (the ELA). The ELA provides that VIL will limit the expense ratios of Voya Intermediate Bond Fund (the Fund) through waivers of advisory fees and reimbursements of expenses.
Under Section 2 of the ELA, captioned Right to Recoupment, if VIL has waived or reduced any advisory fees relating to the 36 months prior to the date of any month-end calculation pursuant to Section 1.4 of the ELA (the Calculation Date), VIL is entitled to recoup monies from the Fund if, among other things, on the Calculation Date the aggregate Term to Date Fund Operating Expenses of a class of the Fund are less than the class Pro-Rated Expense Cap (as each such term is defined under the ELA).
Consistent with the terms of the expense limitation recoupment letter previously entered into between the parties, by VILs execution of this letter agreement, VIL agrees that, beginning on August 1, 2009 (the ELA Amendment Date), VILs right to recoupment under the ELA with respect to the Fund will be modified to reflect increases to the Funds expense limits implemented on the ELA Amendment Date. The modification is as follows:
If on any Calculation Date the aggregate Term to Date Fund Operating Expenses for any class of the Fund are less than the Pro-Rata Expense Cap for that class and VIL elects to recoup waivers and reimbursements paid to the Fund during the preceding 36-month period which have not already been recouped, with respect to any waivers or fee reductions effected prior to the ELA Amendment Date, VIL waives its right to recoupment for amounts paid that are attributable to the difference between: (1) the Pro-Rata Expense Cap implemented on the ELA Amendment Date; and (2) the Pro-Rata Expense Cap in effect for the Fund prior to the ELA Amendment Date. VFT acknowledges that any payments recouped by VIL pursuant to Section 2 of the ELA for any class prior to the ELA Amendment Date are not subject to this waiver agreement.
November 18, 2014
Page 2 of 2
This letter agreement shall terminate upon termination of the Expense Limitation Agreement. Notwithstanding the foregoing, termination or modification of this letter agreement requires approval by the Board of Trustees of Voya Funds Trust.
This letter supersedes the previous letter for the Fund, dated May 13, 2013.
Please indicate your agreement to this Agreement by executing below in the place indicated.
Voya Investments, LLC |
||||
By: |
/s/ Todd Modic |
|||
Todd Modic | ||||
Senior Vice President |
Accepted By: |
/s/ Kimberly A. Anderson |
|||||
Kimberly A. Anderson | ||||||
Senior Vice President | ||||||
Voya Funds Trust |
(d)(4)
SUB-ADVISORY AGREEMENT
VOYA FUNDS TRUST
AGREEMENT , effective as of November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the Manager), and Voya Investment Management Co. LLC, a Delaware limited liability company (the Sub-Adviser).
WHEREAS , Voya Funds Trust (the Trust) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end, management investment company; and
WHEREAS , the Trust is authorized to issue separate series, each series having its own investment objective or objectives, policies, and limitations; and
WHEREAS , the Trust may offer shares of additional series in the future; and
WHEREAS , pursuant to an Investment Management Agreement, effective as of November 18, 2014 (the Investment Management Agreement), a copy of which has been provided to the Sub-Adviser, the Trust has retained the Manager to render advisory and management services with respect to certain of the Trusts series; and
WHEREAS , pursuant to authority granted to the Manager in the Investment Management Agreement, the Manager wishes to retain the Sub-Adviser to furnish investment advisory services to one or more of the series of the Trust, and the Sub-Adviser is willing to furnish such services to the Trust and the Manager.
NOW, THEREFORE , in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Sub-Adviser as follows:
1. Appointment . The Manager hereby appoints the Sub-Adviser to act as the investment adviser and manager to the series of the Trust set forth on Schedule A hereto (the Series) for the periods and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. To the extent that the Sub-Adviser is not the only person providing investment advisory services to a Series, the term Series shall be interpreted for purposes of this Agreement to include only those assets of the Series over which the Sub-Adviser is directed by the Manager to provide investment advisory services.
In the event the Trust designates one or more series (other than the Series) with respect to which the Manager wishes to retain the Sub-Adviser to render investment advisory services hereunder, it shall notify the Sub-Adviser in writing. If the Sub-Adviser is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement.
2. Sub-Adviser Duties . Subject to the supervision of the Trusts Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series portfolio and determine in its discretion the composition of the assets of each Series portfolio,
including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series investment objective or objectives, policies, and restrictions as stated in the Trusts Registration Statement filed with the Securities and Exchange Commission (SEC), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trusts Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Trust filed under the Securities Act of 1933 (the 1933 Act) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Managers portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Adviser Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the Code), and (2), if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all solicitations with respect to non-equity portfolio securities and all portfolio securities for matters with regard to bankruptcy or related plans of reorganization unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Trust solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing.
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The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Trusts custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Trust or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 10 th business day following the end of each Series semi-annual period and fiscal year, a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10 th business day of the following month.
(b) The Sub-Adviser will make available to the Trust and the Manager, promptly upon request, any of the Series investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Manager to comply with requirements of the 1940 Act and the Investment
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Advisers Act of 1940 (the Advisers Act), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.
(c) The Sub-Adviser will provide reports to the Trusts Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series portfolio, and will furnish the Trusts Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d) With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (futures), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
3. Broker-Dealer Selection . The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Advisers primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Trust, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firms risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Trusts Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or
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otherwise solely by reason of its having caused a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Advisers or the Managers overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Trusts Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.
4. Disclosure about Sub-Adviser . The Sub-Adviser has reviewed the most recent Post-Effective Amendment to the Registration Statement for the Trust filed with the SEC that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating, directly or indirectly, to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect. The Sub-Adviser will provide the Manager with a copy of the Sub-Advisers Form ADV, Part II at the time the Form ADV is filed with the SEC.
5. Expenses . During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities in connection with its portfolio management duties under this Agreement. The Manager or the Trust shall be responsible for all the expenses of the Trusts operations. In addition, if the Fund is required, under applicable law, to supplement the Registration Statement because of a change requested by the Sub-Adviser, the Sub-Adviser will reimburse the Fund and/or the Manager for the cost of preparing, printing and distributing such supplement, unless the Sub-Adviser is requesting the change in order to comply with an applicable law, rule or regulation.
6. Compensation . For the services provided to each Series, the Manager will pay the Sub-Adviser an annual fee equal to the amount specified for such Series in Schedule A hereto, payable monthly in arrears. The fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect among the parties. In accordance with the provisions of the Investment Management Agreement, the Manager is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Manager; provided, however, that if the Trust fails to pay the Manager all or a portion of the Investment Management fee under said Investment Management Agreement when
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due, and the amount that was paid is insufficient to cover the Sub-Advisers fee under this Agreement for the period in question, then the Sub-Adviser may enforce against the Trust any rights it may have as a third-party beneficiary under the Investment Management Agreement and the Manager will take all steps appropriate under the circumstances to collect the amount due from the Trust.
7. Marketing Materials .
(a) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPoint® or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the Marketing Materials) for internal use or public dissemination, that are produced or are for use or reference by the Sub-Adviser, its affiliates or other designees, broker-dealers or the public in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
(b) During the term of this Agreement, the Manager agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, or Marketing Materials prepared for distribution to shareholders of each Series, or the public that refer to the Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Advisers right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Manager agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Marketing Materials may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
8. Compliance .
(a) The Sub-Adviser agrees to use reasonable compliance techniques as the Manager or the Board of Trustees may adopt, including any written compliance procedures.
(b) The Sub-Adviser agrees that it shall promptly notify the Manager and the Trust (1) in the event that the SEC has censured the Sub-Adviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (2) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. The Sub-Adviser further agrees to notify the
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Manager and the Trust promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Registration Statement or prospectus for the Trust (which describes the Series), or any amendment or supplement thereto, or if any statement contained therein that becomes untrue in any material respect.
(c) The Manager agrees that it shall promptly notify the Sub-Adviser (1) in the event that the SEC has censured the Manager or the Trust; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Managers registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (2) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.
9. Books and Records . The Sub-Adviser hereby agrees that all records which it maintains for the Series may be the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trusts or the Managers request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act.
10. Cooperation; Confidentiality . Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the Trust and actions of the Trust, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Trust or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or this Trust.
11. Non-Exclusivity . The services of the Sub-Adviser to the Series and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities, provided, however, that the Sub-Adviser may not consult with any other sub-adviser of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Series, except that such consultations are permitted between the current and successor sub-advisers of the Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.
12. Representations Respecting Sub-Adviser . The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the
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Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trusts shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.
13. Control . Notwithstanding any other provision of the Agreement, it is understood and agreed that the Trust shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to reasonably direct any action hereunder taken on its behalf by the Sub-Adviser.
14. Liability .
Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Manager agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Sub-Adviser (1) shall bear no responsibility and shall not be subject to any liability for any act or omission respecting any series of the Trust that is not a Series hereunder, and (2) shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Advisers duties, or by reason of reckless disregard of the Sub-Advisers obligations and duties under this Agreement.
15. Indemnification .
(a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (controlling person) the Sub-Adviser (all of such persons being referred to as Sub-Adviser Indemnified Persons) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Managers responsibilities to the Trust which (1) may be based upon the Managers negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Managers reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
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(b) Notwithstanding Section 14 of this Agreement, the Sub-Adviser agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and any controlling person of the Manager (all of such persons being referred to as Manager Indemnified Persons) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Advisers responsibilities as Sub-Adviser of the Series which (1) may be based upon the Sub-Advisers negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Sub-Advisers reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering the shares of the Trust or any Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Trust, or any affiliated person of the Manager or Trust by the Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
(c) The Manager shall not be liable under Paragraph (a) of this Section 15 with respect to any claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability which it may have to the Sub-Adviser Indemnified Person against whom such action is brought except to the extent the Manager is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Sub-Adviser Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Sub-Adviser Indemnified Person. If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent the Manager and the Sub-Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable judgment of the Sub-Adviser Indemnified Person, adequately represent the interests of the Sub-Adviser Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with
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separate counsel to the Sub-Adviser Indemnified Person, which counsel shall be satisfactory to the Manager and to the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Sub-Adviser Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Sub-Adviser Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Sub-Adviser Indemnified Person.
(d) The Sub-Adviser shall not be liable under Paragraph (b) of this Section 15 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Sub-Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any liability which it may have to the Manager Indemnified Person against whom such action is brought except to the extent the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Manager Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person. If the Sub-Adviser assumes the defense of any such action and the selection of counsel by the Sub-Adviser to represent both the Sub-Adviser and the Manager Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Sub-Adviser will, at its own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Sub-Adviser and to the Manager Indemnified Person. The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Sub-Adviser shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Manager Indemnified Person.
16. Duration and Termination .
(a) With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect for two years from the effective date of this Agreement. Thereafter, unless earlier terminated with respect to a
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Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Trust, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of the Trust or the Manager, cast in person at a meeting called for the purpose of voting on such approval.
With respect to any Series that is added to Schedule A hereto as a Series after the date of this Amendment, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trusts Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, and, to the extent necessary under applicable Law, the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Trust, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of the Trust or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.
Notwithstanding the foregoing, this Agreement may be terminated with respect to any Series covered by this Agreement: (a) by the Manager at any time, upon sixty (60) days written notice to the Sub-Adviser and the Trust, (b) at any time without payment of any penalty by the Trust, by the Trusts Board of Trustees or a majority of the outstanding voting securities of each Series, upon sixty (60) days written notice to the Manager and the Sub-Adviser, or (c) by the Sub-Adviser upon three (3) months written notice unless the Trust; or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Manager not to exceed three (3) additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Trust, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases
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to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Trust, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Trust as required by the terms of this Agreement.
In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 12, 13, 14 and 15 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 16 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.
(b) Notices. Any notice must be in writing and shall be sufficiently given (1) when delivered in person, (2) when dispatched by telegram or electronic facsimile transfer (confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (3) when sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) when sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Trust:
Voya Funds Trust
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
Attention: Kimberly A. Anderson
If to the Sub-Adviser:
Voya Investment Management Co. LLC
One Orange Way, C1-N
Windsor, CT 06095
Attention: Carolyn Augur Birbara, Legal Department
With a copy to:
Voya Investment Management Co. LLC
230 Park Avenue
New York, NY 10169
Attention: Gerald Lins
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If to the Manager:
Voya Investments, LLC
7337 East Doubletree Ranch Road
Suite 100
Scottsdale, AZ 85258
Attention: Michael J. Roland
17. Amendments . No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved as required by applicable law.
18. Miscellaneous .
(a) This Agreement shall be governed by the laws of the State of New York, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder, and without regard for the conflicts of laws principle thereof. The term affiliate or affiliated person as used in this Agreement shall mean affiliated person as defined in Section 2(a)(3) of the 1940 Act.
(b) The Manager and the Sub-Adviser acknowledge that the Trust enjoys the rights of a third-party beneficiary under this Agreement, and the Manager acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary under the Investment Management Agreement.
(c) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(d) To the extent permitted under Section 16 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties.
(e) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
(f) Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the Manager, or constituting the Manager as an agent or co-partner of the Sub-Adviser.
(g) This Agreement may be executed in counterparts.
13
IN WITNESS WHEREOF , the parties hereto have caused this instrument to be executed as of the day and year first above written.
VOYA INVESTMENTS, LLC |
||||
By: |
/s/ Todd Modic |
|||
Todd Modic |
||||
Senior Vice President |
||||
VOYA INVESTMENT MANAGEMENT CO. LLC |
||||
By: |
/s/ Christopher Kurtz |
|||
Name: |
Christopher Kurtz |
|||
Title: |
VP Finance |
14
SCHEDULE A
with respect to the
SUB-ADVISORY AGREEMENT
between
VOYA INVESTMENTS, LLC
and
VOYA INVESTMENT MANAGEMENT CO. LLC
Series |
Annual Sub-Advisory Fee (as a percentage of average daily assets allocated to the Sub-Adviser) |
|
Voya Floating Rate Fund |
0.2475% | |
Voya GNMA Income Fund |
0.2115% on first $1 billion; 0.1800% on next $4 billion; and 0.1575% on assets thereafter |
|
Voya High Yield Bond Fund |
0.2295% on first $1 billion; 0.2025% on next $4 billion; and 0.1800% on assets thereafter |
|
Voya Intermediate Bond Fund |
0.0765% | |
Voya Short Term Bond Fund |
0.1575% | |
Voya Strategic Income Fund |
0.2475% |
15
(e)(1)
VOYA FUNDS TRUST
7337 E. Doubletree Ranch Road
Suite 100
Scottsdale, Arizona 85258
November 18, 2014
Voya Investments Distributor, LLC
7337 E. Doubletree Ranch Road
Suite 100
Scottsdale, Arizona 85258
Re: |
Underwriting Agreement |
Ladies and Gentlemen:
VOYA FUNDS TRUST is a Delaware statutory trust operating as an open-end management investment company (hereinafter referred to as the Trust). The Trust is registered as such under the Investment Company Act of 1940, as amended (the 1940 Act), and its shares are registered under the Securities Act of 1933, as amended (the 1933 Act). The Trust, on behalf of each of the series listed on Schedule A hereto, which may be amended from time to time by Voya Investments Distributor, LLC (each a Fund, collectively the Funds), desires to offer and sell the authorized but unissued shares of the Funds to the public in accordance with applicable federal and state securities laws.
You have informed us that Voya Investments Distributor, LLC is registered as a broker-dealer under the provisions of the Securities Exchange Act of 1934 and is a member in good standing of the Financial Industry Regulatory Authority. You have indicated your desire to act as the exclusive selling agent and principal underwriter for the shares of the Funds. We have been authorized by the Trust to execute and deliver this Agreement to you by a resolution of our Board of Trustees (the Trustees) adopted at a meeting of the Trustees, at which a majority of Trustees, including a majority of our Trustees who are not otherwise interested persons of our investment manager or its related organizations, were present and voted in favor of the said resolution approving this Underwriting Agreement.
1. Appointment of Underwriter . Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive distributor of the shares (other than sales made directly by the Trust without sales charge) and agree that we will deliver to you such shares as may be sold through your efforts. You agree to use your best efforts to promote the sale of the shares, but you are not obligated to sell any specific number of the shares.
2. Independent Contractor . You will undertake and discharge your obligations hereunder as an independent contractor and shall have no authority or power to obligate or bind the Trust or the Fund by your actions, conduct or contracts, except that you are authorized to accept orders for the purchase or repurchase of the shares as our agent. You may appoint sub-
agents or distribute the shares through dealers (or otherwise) as you may determine necessary or desirable from time to time. This Agreement shall not, however, be construed as authorizing any dealer or other person to accept orders for sale or repurchase on our behalf or to otherwise act as our agent for any purpose.
3. Offering Price . Shares of the Funds shall be offered at a price equivalent to the net asset value plus, as appropriate, a variable percentage of the public offering price as a sales load, as set forth in the Funds Prospectus. On each business day on which the New York Stock Exchange is open for business, we will furnish you with the net asset value of the shares, which shall be determined and become effective as of the time described in the Funds Prospectus. The net asset value so determined shall apply to all orders for the purchase of the shares received by dealers prior to the time as of which net asset value is determined, and you are authorized in your capacity as our agent to accept orders and confirm sales at such net asset value; provided that , such dealers notify you of the time when they received the particular order and that the order is placed with you prior to the time as of which net asset value is determined. To the extent that our Shareholder Servicing and Transfer Agent (collectively, Agent) and the Custodian(s) for any pension, profit-sharing, employer or self-employed plan receive payments on behalf of the investors, such Agent and Custodian(s) shall be required to record the time of such receipt with respect to each payment, and the applicable net asset value shall be that which is next determined and effective after the time of receipt by them. In all events, you shall forthwith notify all of the dealers comprising your selling group and the Agent and Custodian(s) of the effective net asset value as received from us. Should we at any time calculate our net asset value more frequently than once each business day, you and we will follow procedures with respect to such additional price or prices comparable to those set forth above in this Section 3.
4. Orders . You shall promptly advise us of all purchase orders for shares of the Funds received by you. Any order may be rejected by us; provided, however, that we and the Trust will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares of the Funds. We or our agent will confirm orders upon receipt, will make appropriate book entries and, upon receipt by the Trust (or its agent) of payment therefor, will deliver deposit receipts for the shares.
5. Sales Commission .
(a) In respect of each Class of Shares other than Class B Shares:
(i) You shall be entitled to receive a sales commission on the sale of shares of the Funds in the amounts and according to the procedures set forth in the Funds Prospectus then in effect under the 1933 Act (including any supplements or amendments thereto).
(ii) In addition to the payments of the sales commissions to you provided for in paragraph 5(a)(i), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the distribution plans adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plans).
- 2
(b) In respect of the Class B Shares of the Funds, the following provisions shall apply:
(i) In consideration of your services as principal underwriter of the Funds Class B Shares pursuant to this Underwriting Agreement and our distribution plan pursuant to Rule 12b-1 under the 1940 Act in respect of such shares (the Class B Distribution Plan), we agree: (I) to pay to you monthly in arrears your Allocable Portion (as hereinafter defined) of a fee (the Distribution Fee) which shall accrue daily in an amount equal to the product of (A) the daily equivalent of 0.75% per annum multiplied by (B) the net asset value of the Class B Shares of the Fund outstanding on such day, and (II) to withhold from redemption proceeds your Allocable Portion of the Contingent Deferred Sales Charges (CDSCs) and to pay the same over to you or at your direction.
(ii) The Allocation Schedule attached hereto as Schedule B and each of the provisions set forth in clauses (I) through (V) of the second sentence of Section 1(A) of the Class B Distribution Plan as in effect on the date hereof, together with the related definitions, are hereby incorporated herein by reference with the same force and effect as if set forth herein in their entirety.
(iii) In addition to the payments of amounts provided for in Section 5(b)(i) and (ii), you may also receive reimbursement for expenses or a maintenance or trail fee as may be required by and described in the Class B Distribution Plan or in a Shareholder Servicing Plan applicable to the Funds.
(c) You may allow appointed sub-agents or dealers such commissions or discounts (not exceeding the total sales commission) as you shall deem advisable, so long as any such commissions or discounts are set forth in the Funds then current Prospectus, to the extent required by the applicable federal and state securities laws.
6. Payment of Shares . At or prior to the time of delivery of any of our shares you will pay or cause to be paid to the Custodian, for our account, an amount in cash equal to the net asset value of such shares. In the event that you pay for shares sold by you prior to your receipt of payment from purchasers, you are authorized to reimburse yourself for the net asset value of such shares from the offering price of such shares when received by you.
7. Redemption . We represent that any of the outstanding shares of the Funds may be tendered for redemption at any time, and we represent that the Trust will repurchase or redeem the shares so tendered in accordance with the Trusts Declaration of Trust and Bylaws and the applicable provisions of the Funds Prospectus. The price to be paid to redeem or repurchase the shares shall be equal to the net asset value, less any applicable contingent deferred sales charge, if any, determined as set forth in the applicable Prospectus (the redemption price).
8. Registration of Shares . No shares shall be registered on our books until (i) receipt by us of your written request therefor; (ii) receipt by the Custodian and Agent of a certificate signed by an officer of the Trust stating the amount to be received therefor; and (iii) receipt of payment of that amount by the Custodian. We will provide for the recording of all shares purchased in unissued form in book accounts, unless a request in writing for certificates is
- 3
received by the Agent, in which case certificates for shares in such names and amounts as is specified in such writing will be delivered by the Agent, as soon as practicable after registration thereof on the books.
9. Purchases for Your Own Account . You shall not purchase shares for your own account for purposes of resale to the public, but you may purchase shares for your own investment account upon your written assurance that the purchase is for investment purposes only and that the shares will not be resold except through redemption by us.
10. Sale of Shares to Affiliates . You may sell the Class A and Class C shares at net asset value, without a sales charge as appropriate, pursuant to a uniform offer described in the Funds current Prospectus (i) to our Trustees and officers, our investment manager or your company or affiliated companies thereof, (ii) to the bona fide, full time employees or sales representatives of any of the foregoing who have acted as such for at least ninety (90) days, (iii) to any trust, pension, profit-sharing, or other benefit plan for such persons, or (iv) to any other person set forth in the Funds then current Prospectus; provided that such sales are made in accordance with the rules and regulations under the 1940 Act and that such sales are made upon the written assurance of the purchaser that the purchases are made for investment purposes only, not for the purpose of resale to the public and that the shares will not be resold except through redemption by us.
11. Allocation of Expenses .
(a) We will pay the following expenses in connection with the sales and distribution of shares of the Fund:
(i) expenses pertaining to the preparation of our audited and certified financial statements to be included in any amendments (Amendments) to our Registration Statement under the 1933 Act, including the Prospectuses and Statements of Additional Information included therein;
(ii) expenses pertaining to the preparation (including legal fees) and printing of all Amendments or supplements filed with the Securities and Exchange Commission, including the copies of the Prospectuses and Statements of Additional Information included in such Amendments and the first ten (10) copies of the definitive Prospectuses and Statements of Additional Information or supplements thereto, other than those necessitated by or related to your (including your Parents) activities where such amendments or supplements result in expenses which we would not otherwise have incurred;
(iii) expenses pertaining to the preparation, printing, and distribution of any reports or communications, including Prospectuses and Statements of Additional Information, which are sent to our existing shareholders;
(iv) filing and other fees to federal and state securities regulatory authorities necessary to register and maintain registration of the shares; and
- 4
(v) expenses of the Agent, including all costs and expenses in connection with the issuance, transfer and registration of the shares, including but not limited to any taxes and other governmental charges in connection therewith.
(b) Except to the extent that you are entitled to reimbursement under the provisions of any of the Distribution Plans for the Fund, you will pay the following expenses:
(i) expenses of printing additional copies of the Prospectus and Statement of Additional Information and any amendments or supplements thereto which are necessary to continue to offer our shares to the public;
(ii) expenses pertaining to the preparation (excluding legal fees) and printing of all amendments and supplements to our Registration Statement if the Amendment or supplement arises from or is necessitated by or related to your (including your Parent) activities where those expenses would not otherwise have been incurred by us; and
(iii) expenses pertaining to the printing of additional copies, for use by you as sales literature, of reports or other communications which have been prepared for distribution to our existing shareholders or incurred by you in advertising, promoting and selling our shares to the public.
12. Furnishing of Information . We will furnish to you such information with respect to our company and its shares, in such form and signed by such of our officers as you may reasonably request, and we warrant that the statements therein contained when so signed will be true and correct. We will also furnish you with such information and will take such action as you may reasonably request in order to qualify our shares for sale to the public under the Blue Sky Laws or in jurisdictions in which you may wish to offer them. We will furnish you at least annually with audited financial statements of our books and accounts certified by independent public accountants, and with such additional information regarding our financial condition, as you may reasonably request from time to time.
13. Conduct of Business . Other than the currently effective Prospectus and Statement of Additional Information, you will not issue any sales material or statements except literature or advertising which conforms to the requirements of federal and state securities laws and regulations and which have been filed, where necessary, with the appropriate regulatory authorities. You will furnish us with copies of all such material prior to their use and no such material shall be published if we shall reasonably and promptly object.
You shall comply with the applicable federal and state laws and regulations where our shares are offered for sale and conduct your affairs with us and with dealers, brokers or investors in accordance with the Conduct Rules of the Financial Industry Regulatory Authority.
14. Redemption or Repurchase within Seven Days . If shares are tendered to us for redemption or are repurchased by us within seven (7) business days after your acceptance of the original purchase order for such shares, you will immediately refund to us the full amount of any
- 5
sales commission (net of allowances to dealers or brokers) allowed to you on the original sale, and will promptly, upon receipt thereof, pay to us any refunds from dealers or brokers of the balance of sales commissions reallowed by you. We shall notify you of such tender for redemption within ten (10) days of the day on which notice of such tender for redemption is received by us.
15. Other Activities . Your services pursuant to this Agreement shall not be deemed to be exclusive, and you may render similar services and act as an underwriter, distributor or dealer for other investment companies in the offering of their shares.
16. Term of Agreement . This Agreement shall become effective on November 18, 2014 or on such later date approved by the Trusts Board of Trustees, including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) thereof. Unless terminated as provided herein, this Agreement shall continue in full force and effect for two years from the effective date of this Agreement with respect to the Funds listed on Schedule A . Thereafter, unless earlier terminated with respect to a Fund, this Agreement shall continue in effect from year to year for successive one (1) year periods if approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by a vote of the Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not interested persons or parties to this Agreement (other than as Trustees of the Trust), cast in person at a meeting called for the purpose of voting on this Agreement. With respect to any Fund that was added to Schedule A hereto after the date of this Agreement, the Agreement shall become effective on the later of: (i) the date Schedule A is amended to reflect the addition of such Fund under the Agreement; or (ii) the date upon which the shares of the Fund are first sold to the public, subject to the condition that the Funds Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Distributor shall have approved this Agreement, with respect to such Fund.
17. Termination . This Agreement: (i) may be terminated at any time without the payment of any penalty, either by vote of the Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund, on sixty (60) days written notice to you; (ii) shall terminate immediately in the event of its assignment; and (iii) may be terminated by you on sixty (60) days written notice to us.
18. Suspension of Sales . We reserve the right at all times to suspend or limit the public offering of the shares upon written notice to you, and to reject any order in whole or in part.
19. Miscellaneous . This Agreement shall be subject to the laws of the State of Arizona and shall be interpreted and construed to further and promote the operation of the Trust as an open-end investment company. As used herein, the terms Net Asset Value, Offering Price, Investment Company, Open-End Investment Company, Assignment, Principal Underwriter, Interested Person, Parents, and Majority of the Outstanding Voting Securities, shall have the meanings set forth in the 1933 Act and the 1940 Act, as applicable, and the rules and regulations promulgated thereunder.
- 6
20. Liability . Nothing contained herein shall be deemed to protect you against any liability to us or to our shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder.
21. Amendment . This Agreement may be amended with respect to the Fund by the parties only if such amendment is specifically approved by (a) the Trustees or by the vote of a majority of the outstanding voting securities of the Fund, and (b) by the vote of a majority of the disinterested Trustees cast in person at a meeting called for the purpose of voting on such amendment.
If the foregoing meets with your approval, please acknowledge your acceptance by signing each of the enclosed counterparts hereof and returning such counterparts to us, whereupon this shall constitute a binding agreement as of the date first above written.
Very truly yours, |
||
VOYA FUNDS TRUST |
||
By: |
/s/ Kimberly A. Anderson |
|
Kimberly A. Anderson |
||
Senior Vice President |
||
VOYA INVESTMENTS DISTRIBUTOR, LLC |
||
By: |
/s/ Michael J. Roland |
|
Michael J. Roland |
||
Executive Vice President |
- 7
SCHEDULE A
with respect to the
UNDERWRITING AGREEMENT
between
VOYA FUNDS TRUST
and
VOYA INVESTMENTS DISTRIBUTOR, LLC
Name of Fund
Voya Floating Rate Fund
Voya GNMA Income Fund
Voya High Yield Bond Fund
Voya Intermediate Bond Fund
Voya Short Term Bond Fund
Voya Strategic Income Fund
- 8
SCHEDULE B
with respect to the
UNDERWRITING AGREEMENT
between
VOYA FUNDS TRUST
and
VOYA INVESTMENTS DISTRIBUTOR, LLC
UNDERWRITING AGREEMENT ALLOCATION PROCEDURES
CDSCs and Distribution Fees related to Shares of each separate series of Voya Funds Trust, as described in the Underwriting Agreement (each a Fund, collectively the Funds) shall be allocated by such Fund among Voya Investments Distributor, LLC (the Distributor) and any replacement principal underwriter for Shares of such Fund (the Successor Distributor) in accordance with this Schedule B .
Defined terms used in this Schedule B and not otherwise defined herein shall have the meaning assigned to them in the Underwriting Agreement for Shares of each Fund to which this Schedule B is attached. As used herein the following terms shall have the meanings indicated.
Commission Share means, in respect of any Fund, each Share of such Fund which is issued under circumstances which would normally give rise to an obligation of the holder of such Share to pay a CDSC upon redemption of such Share (including, without limitation, any Share of such Fund issued in connection with a Free Exchange) and any such Share shall continue to be a Commission Share of such Fund prior to the redemption (including a redemption in connection with a Free Exchange) or conversion of such Share, even though the obligation to pay the CDSC may have expired or conditions for waivers thereof may exist.
Date of Original Issuance means in respect of any Commission Share, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed.
Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.
- 9
Free Share means, in respect of any Fund, each Share of such Fund, other than a Commission Share, including, without limitation, any Share issued in connection with the reinvestment of dividends or capital gains.
Inception Date means, in respect of any Fund, the first date on which such Fund issued Shares.
Net Asset Value means, (i) with respect to any Fund, as of the date any determination thereof is made, the net asset value of such Fund computed in the manner such value is required to be computed by such Fund in its reports to its shareholders, and (ii) with respect to any Share of such Fund as of any date, the quotient obtained by dividing: (A) the net asset value of such Fund (as computed in accordance with clause (i) above) allocated to Shares of such Fund (in accordance with the constituent documents for such Fund) as of such date, by (B) the number of Shares of such Fund outstanding on such date.
Omnibus Share means, in respect of the Fund, a Commission Share or Free Share sold by one of the Selling Agents listed on Exhibit I to this Schedule. If the Distributor and its Transferees reasonably determine that the Transfer Agent is able to track all Commission Shares and Free Shares sold by any of the Selling Agents listed on Exhibit I (taking into account all information provided to the Transfer Agent by such Selling Agent on a schedule sufficient to enable the Transfer Agent to Complete all required reports involving such information in a timely manner), in the same manner as Commission Shares and Free Shares are currently tracked in respect of Selling Agents not listed on Exhibit I , then Exhibit I shall be amended to delete such Selling Agent from Exhibit I so that Commission Shares and Free Shares sold by such Selling Agent will no longer be treated as Omnibus Shares.
Share means, in respect of any Fund, each Class B share of such Fund.
PART I: ATTRIBUTION OF SHARES
Shares of each Fund, which are outstanding from time to time, shall be attributed to the Distributor and any Successor Distributor in accordance with the following rules;
(1) Commission Shares Other Than Omnibus Shares :
(a) Commission Shares (excluding Omnibus Shares) attributed to the Distributor shall be Commission Shares (excluding Omnibus Shares) the Date of Original Issuance of which occurred on or after the Inception Date of such Fund and on or prior to the last day on which the Distributor acts as principal underwriter of Shares for such Fund.
(b) Commission Shares (excluding Omnibus Shares) attributable to the Successor Distributor shall be Commission Shares (excluding Omnibus Shares) the Date of Original Issuance of which occurs on or after the first day on which such Successor Distributor acts as principal underwriter of Shares for such Fund and on or prior to the last day such Successor for Distributor acts as principal underwriter of Shares for such Fund.
- 10
(c) A Commission Share (other than an Omnibus Share) of a particular Fund (the Issuing Fund ) issued in consideration of the investment of proceeds of the redemption of a Commission Share of another Fund (the Redeeming Fund ) in connection with a Free Exchange, is deemed to have a Date of Original Issuance identical to the Date of Original Issuance of the Commission Share of the Redeeming Fund and any such Commission Share will be attributed to the Distributor or Successor Distributor based upon such Date of Original Issuance in accordance with Part I(a) and (b) above.
(d) A Commission Share (other than an Omnibus Share) redeemed (other than in connection with a Free Exchange) or converted to a Class A share is attributable to the Distributor or Successor Distributor based upon the Date of Original Issuance in accordance with Part I(a), (b) and (c) above.
(2) Free Shares Other Than Omnibus Shares :
Free Shares (excluding Omnibus Shares) of a Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Commission Shares (excluding Omnibus Shares) of such Fund outstanding on such date are attributed to it on such date; provided that the Distributor reasonably determines that the Transfer Agent or the Selling Agent is able to produce monthly reports which track the Date of Original Issuance for the Commission Shares related to such Free Shares, then the Free Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
(3) Omnibus Shares :
Omnibus Shares of the Fund outstanding on any date shall be attributed to the Distributor or a Successor Distributor, as the case may be, in the same proportion that the Commission Shares which are not Omnibus Shares of the Fund outstanding on such date are attributed to it on such date; provided that if the Distributor and its transferees reasonably determine that the Transfer Agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the Omnibus Shares shall be allocated pursuant to clause 1(a), (b) and (c) above.
PART II: ALLOCATION OF CDSCs
(1) CDSCs Related to the Redemption of Commission Shares Other Than Omnibus Shares :
CDSCs in respect of the redemption of Commission Shares which are not Omnibus Shares shall be allocated to the Distributor or Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or Successor Distributor, as the case may be, in accordance with Part I above.
(2) CDSCs Related to the Redemption of Omnibus Shares :
CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the
- 11
redemption of Commission Shares are allocated to each thereof; provided , that the Distributor and its transferees reasonably determine that the Transfer Agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributors depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.
PART III: ALLOCATION OF DISTRIBUTION FEES
Assuming that the Distribution Fee remains constant over time and among Funds so that Part IV hereof does not become operative:
(1) The portion of the aggregate Distribution Fees accrued in respect of all Shares of all Funds during any calendar month allocable to the Distributor or a Successor Distributor is determined by multiplying the total of such Distribution Fees by the following fraction:
(A + C) /2
(B + D) /2
where:
A |
= The aggregate Net Asset Value of all Shares of all Funds attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the beginning of such calendar month |
|
B |
= the aggregate Net Asset Value of all Shares of all Funds at the beginning of such calendar month |
|
C |
= The aggregate Net Asset Value of all Shares of all Funds attributed to the Distributor or such Successor Distributor, as the case may be, and outstanding at the end of such calendar month |
|
D |
= The aggregate Net Asset Value of all Shares of all Funds at the end of such calendar month |
- 12
(2) If the Distributor reasonably determines that the Fund or its transfer agent is able to produce automated monthly reports which allocate the average Net Asset Value of the Commission Shares (or all Shares if available) of all Funds among the Distributor and each Successor Distributor in a manner consistent with the methodology detailed in Part I and Part III(1) above, the portion of the Distribution Fees accrued in respect of all such Shares of all Funds during a particular calendar month will be allocated to the Distributor or each Successor Distributor by multiplying the total of such Distribution Fees by the following fraction:
(A) / (B)
where:
A |
= Average Net Asset Value of all such Shares of all Funds for such calendar month attributed to the Distributor or such Successor Distributor, as the case may be |
|
B |
= Total average Net Asset Value of all such Shares of all Funds for such calendar month |
PART IV: ADJUSTMENT OF THE DISTRIBUTORS SHARE AND SUCCESSOR DISTRIBUTORS SHARES
If the terms of any Underwriting Agreement, any Plan, any Prospectus, the Conduct Rules or any other applicable law change the rate at which Distribution Fees or Service Fees are computed with reference to the Net Asset Value of Shares of any Fund, these allocation procedures must be revised in light of such changes in a manner which carries out the intent of these allocation procedures.
- 13
(p)(1)
Amended January 1, 2015
Code of Ethics
of
Voya Financial, Inc.
Voya Investments, LLC
Voya Investment Management Co . LLC
Directed Services LLC
Voya Investment Management (UK) Limited
Voya Alternative Asset Management LLC
Pomona Management, LLC
Voya Investments Distributor, LLC
Voya Realty Group, LLC
Voya Investment Trust Co .
Voya funds
(p)(1)
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 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 persons 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.
B. | 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 Directors of the Voya funds have a fiduciary duty only to the Voya funds. Accordingly, Covered Persons shall conduct their activities in accordance with the following standards:
1 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 Directors of the Voya funds, the Voya funds) first. In particular, Covered Persons shall avoid putting their own personal interests ahead of the interests of a client.
(p)(1)
2 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 Director of the Voya funds, the Voya funds.
3 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.
C. | 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.
D. | 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.
E. | Prohibitions on Insider Trading |
1 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
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over which the Covered Person enjoys economic benefits substantially equivalent to ownership (for example, securities held in trust for the persons benefit), regardless of who is the registered owner.
2 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 companys securities.
Material information often relates to a companys 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 companys 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.
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3. | 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. |
F. | 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.
1. 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. An approval to trade is only valid on the business day it is received (note: such approvals terminate at 4 p.m. Eastern Time 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.
2. Pre-Clearance and Holding Period Requirements for Voya Financial, Inc. securities.
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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 the 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.
3. | 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 Voyas 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, |
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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;
| An exercise of pro-rata rights issued by a company to all the holders of a class of its securities; |
| Transactions involving foreign commodity futures; |
| 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.
4. | Prohibition on Initial Public Offerings. Employees are prohibited from acquiring securities in initial public offerings; except for transactions made pursuant to an employee incentive compensation, retention or other program put in place by a Voya Entity. |
5. | 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 issuers public or non-public securities. |
6. | 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 exchangetraded 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 |
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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. |
7. | 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. |
8. | Prohibition of Trading in Voya Securities during the Closed Period. Employees are prohibited from trading Voya Securities, including the Voya Company Stock Fund in Voyas 401k Plan, during the Closed Period for Voyas 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 funds 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.
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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 advisers 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 Directors 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.
2. 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 Employees 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. |
a. | 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. |
b. | 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. |
c. 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 and of the end of each calendar quarter.
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d. 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.
e. 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. |
f. 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/
3. 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 Employees personal interests and
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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 https://voya.ptaconnect.com/ .
To assist in ensuring that such conflicts are avoided, an Employee must obtain the written approval of the Employees supervising manager and the Voya IM Compliance Department prior to an Employee personally:
| 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; |
| 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 Employees investment activities in the event an Employees 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 employees outside activity after initial approval.
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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 may be required to disgorge profits to charity. In addition, any Employee that violates the Codes 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 IMs Chief Compliance Officer and approved by she or he and a member of Voya IMs 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.