As filed with the Securities and Exchange Commission on February 16, 2016
Securities Act File No. 002-47232
Investment Company Act File No. 811-02361
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. 91 | x | |
and/or | ||
Registration Statement Under The Investment Company Act Of 1940 | x | |
Amendment No. 78
(Check appropriate box or boxes) |
x |
VOYA INTERMEDIATE BOND PORTFOLIO
(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., Esq. 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
Boston, MA 02199 |
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
It is proposed that this filing will become effective (check appropriate box):
¨ | Immediately upon filing pursuant to paragraph (b) | x | On May 1, 2016 pursuant to paragraph (a)(1) | |||
¨ | On (date) pursuant to paragraph (b) | ¨ | 75 days after filing pursuant to paragraph (a)(2) | |||
¨ | 60 days after filing pursuant to paragraph (a)(1) | ¨ | 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. |
Title of Securities Being Registered: Shares of beneficial interest, par value of one dollar per share.
VOYA INTERMEDIATE BOND PORTFOLIO
(Registrant)
Contents of Registration Statement
This Registration Statement consists of the following papers and documents:
● | Cover Sheet |
● | Contents of Registration Statement |
● | Explanatory Note |
● | Registrants Adviser Class (Class ADV), Class I, Class S, and Service 2 Class (Class S2) shares Prospectus dated May 1, 2016 |
● | Registrants Statement of Additional Information for Class ADV, Class I, Class S and Class S2 shares dated May 1, 2016 |
● | Part C |
● | Signature Page |
Explanatory Note
This Post-Effective Amendment No. 91 to the Registration Statement (Amendment) on Form N-1A for Voya Intermediate Bond Portfolio (the 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 Adviser Class (Class ADV), Class I, Class S, and Service 2 Class (Class S2) shares Prospectus and its related Statement of Additional Information each dated May 1, 2016.
• | Voya Balanced Portfolio |
• | [Voya Global Equity Portfolio] |
• | [Voya Government Money Market Portfolio] |
• | Voya Growth and Income Portfolio |
• | Voya Index Plus LargeCap Portfolio |
• | Voya Index Plus MidCap Portfolio |
• | Voya Index Plus SmallCap Portfolio |
• | Voya Intermediate Bond Portfolio |
• | Voya Small Company Portfolio |
SUMMARY SECTION | |
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Back Cover |
Class | I | S | |
Management Fees | % | 0.60 | 0.60 |
Distribution and/or Shareholder Services (12b-1) Fees | % | None | 0.25 |
Other Expenses | % | ||
Acquired Fund Fees and Expenses | % | ||
Total Annual Portfolio Operating Expenses 1 | % | ||
Waivers and Reimbursements 2 | % | ||
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % |
1 | Total Annual Portfolio Operating Expenses shown may be higher than the Portfolio's ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Portfolio and does not include Acquired Fund Fees and Expenses. |
2 | The adviser is contractually obligated to waive [0.045]% of the management fee through [May 1, 2017]. Termination or modification of this obligation requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
I | $ | |||||
S | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class I | N/A | 04/03/89 | ||||
S&P Target Risk Growth Index 1 | N/A | |||||
Barclays U.S. Aggregate Bond Index 1 | N/A | |||||
MSCI EAFE® Index 2 | N/A | |||||
Russell 3000® Index 1 | N/A | |||||
Class S | N/A | 05/29/03 | ||||
S&P Target Risk Growth Index 1 | N/A | |||||
Barclays U.S. Aggregate Bond Index 1 | N/A | |||||
MSCI EAFE® Index 2 | N/A | |||||
Russell 3000® Index 1 | N/A |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
2 | The index returns include the reinvestment of dividends and distributions net of withholding taxes, but do not reflect fees, brokerage commissions, or other expenses. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Managers | |
Christopher
F. Corapi
Portfolio Manager (since 04/10) |
Christine
Hurtsellers, CFA
Portfolio Manager (since 01/09) |
Paul
Zemsky, CFA
Portfolio Manager (since 04/07) |
1 | Based on Class ADV shares’ expenses adjusted for contractual differences. |
2 | The adviser is contractually obligated to limit expenses to 1.34%, 0.84%, 1.09%, 1.24%, and 1.44% for Class ADV, Class I, Class S, Class S2, and Class T shares, respectively, through May 1, 2017. This limitation is subject to possible recoupment by the adviser within 36 months of waiver or reimbursement. In addition, the adviser is contractually obligated to further limit expenses to 1.14%, 0.64%, 0.89%, 1.04%, and 1.24% for Class ADV, Class I, Class S, Class S2, and Class T shares, respectively through May 1, 2017. The limitations do not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. The distributor is contractually obligated to waive 0.10% and 0.15% of the distribution fee for Class S2 and Class T shares, respectively, through May 1, 2017. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
ADV | $ | |||||
I | $ | |||||
S | $ | |||||
S2 | $ | |||||
T | $ |
• | an above average dividend yield and stability and growth of dividend and |
• | companies which are profitable and have achieved an above average cash flow. |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class ADV | N/A | 01/28/08 | ||||
MSCI ACW Index SM2 | N/A | |||||
Class S | N/A | 01/28/08 | ||||
MSCI ACW Index SM2 | N/A |
1 | Prior to July 12, 2013, the Portfolio had a different investment objective and principal investment strategies. |
2 | The index returns include the reinvestment of dividends and distributions net of withholding taxes, but do not reflect fees, brokerage commissions, or other expenses. |
Portfolio Managers | |
Christopher
F. Corapi
Portfolio Manager (since 07/13) |
Vincent
Costa, CFA
Portfolio Manager (since 04/12) |
Martin
Jansen
Portfolio Manager (since 07/13) |
Maya
Venkatraman
Portfolio Manager (since 12/15) |
James
Ying, CFA
Assistant Portfolio Manager (since 07/13) |
1 | Based on Class I shares’ expenses adjusted for contractual differences. |
2 | The adviser and distributor are contractually obligated to waive a portion of their advisory fees and distribution and/or shareholder servicing fees, as applicable, and to reimburse certain expenses of the Portfolio to the extent necessary to assist the Portfolio in maintaining a net yield of not less than zero through [May 1, 2017]. Including this waiver, Total Annual Portfolio Operating Expenses after Waivers and Reimbursements (for this Portfolio’s most recent fiscal year) would have been [ ]% for Class I and Class S shares. There is no guarantee that the Portfolio will maintain such a yield. Any advisory fees waived or expenses reimbursed may be subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement. In no event will the amount of the recoupment on any day exceed 20% of the yield (net of all expenses) of the Portfolio on that day. In addition, the distributor is contractually obligated to further waive [0.10]% of the distribution fee for Class S and Class S2 shares through [May 1, 2017]. The adviser is contractually obligated to waive [0.045]% of the management fee through [May 1, 2017]. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
ADV | $ | |||||
I | $ | |||||
S | $ | |||||
S2 | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class I | N/A | 01/01/80 | ||||
Class S | N/A | 03/15/10 |
1 | Prior to May 1, 2016, the Portfolio had different principal investment strategies. |
Investment Adviser | Sub-Adviser |
Voya Investments, LLC | Voya Investment Management Co. LLC |
Portfolio Manager | |
David
S. Yealy
Portfolio Manager (since 11/04) |
1 | Expense information has been restated to reflect current contractual rates. |
2 | The adviser is contractually obligated to limit expenses to [1.30%, 0.70%, 0.95%, and 1.10]% for Class ADV, Class I, Class S, and Class S2 shares, respectively, through [May 1, 2017]. 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 distributor is contractually obligated to waive [0.05% and 0.10]% of the distribution fee for Class ADV and Class S2 shares, respectively, through [May 1, 2017]. The adviser is contractually obligated to waive [0.045]% of the management fee through [May 1, 2017]. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
ADV | $ | |||||
I | $ | |||||
S | $ | |||||
S2 | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class ADV | N/A | 12/20/06 | ||||
S&P 500® Index 1 | N/A | |||||
Class I | N/A | 12/31/79 | ||||
S&P 500® Index 1 | N/A | |||||
Class S | N/A | 06/11/03 | ||||
S&P 500® Index 1 | N/A | |||||
Class S2 | N/A | 02/27/09 | ||||
S&P 500® Index 1 | N/A |
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 | |
Christopher
F. Corapi
Portfolio Manager (since 02/04) |
Vincent
Costa, CFA
Portfolio Manager (since 06/13) |
James
Dorment, CFA
Portfolio Manager (since 12/15) |
Kristy
Finnegan, CFA
Portfolio Manager (since 05/15) |
1 | Based on Class I shares’ expenses adjusted for contractual differences. |
2 | The adviser is contractually obligated to limit expenses to [0.55%, 0.80%, and 0.95]% for Class I, Class S, and Class S2 shares, respectively, through [May 1, 2017]. 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 distributor is contractually obligated to waive [0.10]% of the distribution fee for Class S2 shares through [May 1, 2017]. The adviser is contractually obligated to waive [0.045]% of the management fee through [May 1, 2017]. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
I | $ | |||||
S | $ | |||||
S2 | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class I | N/A | 09/16/96 | ||||
S&P 500® Index 1 | N/A | |||||
Class S | N/A | 07/16/01 | ||||
S&P 500® Index 1 | N/A |
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 | |
Vincent
Costa, CFA
Portfolio Manager (since 05/06) |
Steve
Wetter
Portfolio Manager (since 09/13) |
1 | Based on Class I shares’ expenses adjusted for contractual differences. |
2 | The adviser is contractually obligated to limit expenses to [0.60%, 0.85, and 1.00]% for Class I, Class S, and Class S2 shares, respectively, through [May 1, 2017]. 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 distributor is contractually obligated to waive [0.10[% of the distribution fee for Class S2 shares through [May 1, 2017]. The adviser is contractually obligated to waive [0.045]% of the management fee through [May 1, 2017]. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
I | $ | |||||
S | $ | |||||
S2 | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class I | N/A | 12/16/97 | ||||
S&P MidCap 400 Index 1 | N/A | |||||
Class S | N/A | 07/16/01 | ||||
S&P MidCap 400 Index 1 | N/A |
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 | |
Vincent
Costa, CFA
Portfolio Manager (since 05/06) |
Steve
Wetter
Portfolio Manager (since 09/13) |
1 | Based on Class I shares’ expenses adjusted for contractual differences. |
2 | The adviser is contractually obligated to limit expenses to [0.60%, 0.85%, and 1.00]% for Class I, Class S, and Class S2 shares, respectively, through [May 1, 2017]. 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 distributor is contractually obligated to waive [0.10]% of the distribution fee for Class S2 shares through [May 1, 2017]. The adviser is contractually obligated to waive [0.045]% of the management fee through [May 1, 2017]. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
I | $ | |||||
S | $ | |||||
S2 | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class I | N/A | 12/19/97 | ||||
S&P SmallCap 600® Index 1 | N/A | |||||
Class S | N/A | 07/16/01 | ||||
S&P SmallCap 600® Index 1 | N/A |
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 | |
Vincent
Costa, CFA
Portfolio Manager (since 05/06) |
Steve
Wetter
Portfolio Manager (since 09/13) |
1 | Total Annual Portfolio Operating Expenses shown may be higher than the Portfolio's ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Portfolio and does not include Acquired Fund Fees and Expenses. |
2 | The adviser is contractually obligated to limit expenses to 1.05%, 0.55%, 0.80%, and 0.95 for Class ADV, Class I, Class S, and Class S2 shares, respectively, through May 1, 2017. 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 distributor is contractually obligated to waive 0.10% of the distribution fee for Class S2 shares through May 1, 2017. The adviser is contractually obligated to waive [0.045]% of the management fee through [May 1, 2017]. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
ADV | $ | |||||
I | $ | |||||
S | $ | |||||
S2 | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class ADV | N/A | 12/20/06 | ||||
Barclays U.S. Aggregate Bond Index 1 | N/A | |||||
Class I | N/A | 05/23/73 | ||||
Barclays U.S. Aggregate Bond Index 1 | N/A | |||||
Class S | N/A | 05/03/02 | ||||
Barclays U.S. Aggregate Bond Index 1 | N/A | |||||
Class S2 | N/A | 02/27/09 | ||||
Barclays U.S. Aggregate Bond Index 1 | N/A |
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 | ADV | I | S | |
Management Fees | % | 0.85 | 0.85 | 0.85 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.50 | None | 0.25 |
Other Expenses | % | |||
Acquired Fund Fees and Expenses | % | |||
Total Annual Portfolio Operating Expenses 1 | % | |||
Waivers and Reimbursements 2 | % | |||
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % |
1 | Total Annual Portfolio Operating Expenses shown may be higher than the Portfolio's ratio of expenses to average net assets shown in the Financial Highlights, which reflects the operating expenses of the Portfolio and does not include Acquired Fund Fees and Expenses. |
2 | The adviser is contractually obligated to limit expenses to [1.45%, 0.95%, and 1.20]%, for Class ADV, Class I, and Class S shares, respectively, through [May 1, 2017]. 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 [0.045]% of the management fee through [May 1, 2017]. Termination or modification of these obligations requires approval by the Portfolio’s board. |
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | ||
ADV | $ | |||||
I | $ | |||||
S | $ |
1 Yr | 5 Yrs | 10 Yrs |
Since
Inception |
Inception
Date |
||
Class ADV | N/A | 12/16/08 | ||||
Russell 2000® Index 1 | N/A | |||||
Class I | N/A | 12/27/96 | ||||
Russell 2000® Index 1 | N/A | |||||
Class S | N/A | 11/01/01 | ||||
Russell 2000® Index 1 | N/A |
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 | |
Joseph
Basset, CFA
Portfolio Manager (since 05/06) |
James
Hasso
Portfolio Manager (since 04/12) |
• | Financial Services Sector: Investments in the financial services sector may be subject to credit risk, interest rate risk, and regulatory risk, among others. Banks and other financial institutions can be affected by such factors as downturns in the U.S. and foreign economies and general economic cycles, fiscal and monetary policy, adverse developments in the real estate market, the deterioration or failure of other financial institutions, and changes in banking or securities regulations. |
Management Fees | |
Voya Balanced Portfolio | 0.50% |
[Voya Global Equity Portfolio] | 0.46% |
[Voya Government Money Market Portfolio] | 0.25% |
Voya Growth and Income Portfolio 1 | 0.50% |
Voya Index Plus LargeCap Portfolio | 0.35% |
Voya Index Plus MidCap Portfolio | 0.40% |
Voya Index Plus SmallCap Portfolio | 0.40% |
Voya Intermediate Bond Portfolio | 0.40% |
Voya Small Company Portfolio | 0.75% |
1 | Effective January 1, 2016, the Adviser receives an annual advisory fee equal to the following as a percentage of the Portfolio’s average daily net assets: 0.60% on the first $5 billion, 0.55% on the next $5 billion, and 0.525% on assets in excess of $10 billion. Prior to January 1, 2016, the Adviser received an annual advisory fee equal to the following as a percentage of the Portfolio’s average daily net assets: 0.60% on the first $10 billion, 0.55% on the next $5 billion, and 0.525% on assets in excess of $15 billion. |
* | Name change and change in principle investment strategies. |
** | Name change, change in investment objective, and change in principal investment strategies. |
Historical adviser or sub-adviser, name and strategies information: | ||
Effective Date | Portfolio Name | Adviser or Sub-Adviser |
05/01/16 | Voya Government Money Market Fund* | No change |
* | On May 1, 2016 the Portfolio’s name and principal investment strategies changed. |
• | Exchange-traded securities are valued at the mean of the closing bid and ask. |
• | 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 Portfolio’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. |
Portfolio | Class ADV | Class S | Class S2 | Class T |
Voya Balanced | N/A | 0.25% | N/A | N/A |
[Voya Global Equity] | 0.50% | 0.25% | 0.50% | 0.75% |
[Voya Government Money Market] | 0.50% | 0.25% | 0.50% | N/A |
Voya Growth and Income | 0.50% | 0.25% | 0.50% | N/A |
Voya Index Plus LargeCap | N/A | 0.25% | 0.50% | N/A |
Voya Index Plus MidCap | N/A | 0.25% | 0.50% | N/A |
Voya Index Plus SmallCap | N/A | 0.25% | 0.50% | N/A |
Voya Intermediate Bond | 0.50% | 0.25% | 0.50% | N/A |
Voya Small Company | 0.50% | 0.25% | N/A | N/A |
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)(4) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Balanced Portfolio | ||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 14.01 | 0.31 • | 0.55 | 0.86 | 0.23 | — | — | 0.23 | — | 14.64 | 6.22 | 0.63 | 0.63 | 0.63 | 2.18 | 507,213 | 192 | |||||||||||||||||
12-31-13 | 12.27 | 0.28 • | 1.74 | 2.02 | 0.28 | — | — | 0.28 | — | 14.01 | 16.71 | 0.64 | 0.64 | 0.64 | 2.13 | 538,114 | 210 | |||||||||||||||||
12-31-12 | 11.13 | 0.30 • | 1.20 | 1.50 | 0.36 | — | — | 0.36 | — | 12.27 | 13.64 | 0.64 | 0.64 | 0.64 | 2.57 | 520,249 | 234 | |||||||||||||||||
12-31-11 | 11.58 | 0.29 • | (0.43) | (0.14) | 0.31 | — | — | 0.31 | — | 11.13 | (1.40) | 0.65 | 0.65 | 0.65 | 2.51 | 524,887 | 259 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 13.92 | 0.28 • | 0.55 | 0.83 | 0.20 | — | — | 0.20 | — | 14.55 | 5.99 | 0.88 | 0.88 | 0.88 | 1.94 | 4,797 | 192 | |||||||||||||||||
12-31-13 | 12.20 | 0.24 • | 1.73 | 1.97 | 0.25 | — | — | 0.25 | — | 13.92 | 16.33 | 0.89 | 0.89 | 0.89 | 1.88 | 5,829 | 210 | |||||||||||||||||
12-31-12 | 11.05 | 0.27 • | 1.21 | 1.48 | 0.33 | — | — | 0.33 | — | 12.20 | 13.49 | 0.89 | 0.89 | 0.89 | 2.32 | 5,567 | 234 | |||||||||||||||||
12-31-11 | 11.50 | 0.26 • | (0.43) | (0.17) | 0.28 | — | — | 0.28 | — | 11.05 | (1.66) | 0.90 | 0.90 | 0.90 | 2.25 | 5,953 | 259 | |||||||||||||||||
Voya Global Equity Portfolio | ||||||||||||||||||||||||||||||||||
Class ADV | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 8.94 | 0.19 | 0.22 | 0.41 | 0.24 | — | — | 0.24 | — | 9.11 | 4.65 | 1.12 | 1.12 | 1.12 | 2.03 | 1,279 | 88 | |||||||||||||||||
12-31-13 | 8.15 | 0.23 • | 0.85 | 1.08 | 0.29 | — | — | 0.29 | — | 8.94 | 13.46 | 1.27 | 1.28 | 1.28 | 2.70 | 1,312 | 122 | |||||||||||||||||
12-31-12 | 7.38 | 0.25 • | 0.81 | 1.06 | 0.29 | — | — | 0.29 | — | 8.15 | 14.74 | 1.33 | 1.34 | 1.34 | 3.25 | 1,485 | 23 | |||||||||||||||||
12-31-11 | 7.93 | 0.27 • | (0.56) | (0.29) | 0.26 | — | — | 0.26 | — | 7.38 | (4.18) | 1.34 | 1.34 | 1.34 | 3.48 | 812 | 25 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
03-05-15 (5) -12-31-15 | ||||||||||||||||||||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 9.03 | 0.21 • | 0.22 | 0.43 | 0.26 | — | — | 0.26 | — | 9.20 | 4.87 | 0.87 | 0.87 | 0.87 | 2.28 | 168,482 | 88 | |||||||||||||||||
12-31-13 | 8.23 | 0.25 • | 0.85 | 1.10 | 0.30 | — | — | 0.30 | — | 9.03 | 13.63 | 1.02 | 1.03 | 1.03 | 2.96 | 179,327 | 122 | |||||||||||||||||
12-31-12 | 7.44 | 0.27 • | 0.83 | 1.10 | 0.31 | — | — | 0.31 | — | 8.23 | 15.12 | 1.08 | 1.09 | 1.09 | 3.54 | 180,208 | 23 | |||||||||||||||||
12-31-11 | 7.96 | 0.30 • | (0.57) | (0.27) | 0.25 | — | — | 0.25 | — | 7.44 | (3.87) | 1.09 | 1.09 | 1.09 | 3.76 | 173,576 | 25 | |||||||||||||||||
Class S2 | ||||||||||||||||||||||||||||||||||
03-05-15 (5) -12-31-15 | ||||||||||||||||||||||||||||||||||
Class T | ||||||||||||||||||||||||||||||||||
03-05-15 (5) -12-31-15 |
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)(4) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Government Money Market Portfolio | ||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 1.00 | — | 0.00* | 0.00 | — | 0.00* | — | 0.00* | — | 1.00 | 0.02 | 0.34 | 0.19 | 0.19 | 0.00 | 616,745 | — | |||||||||||||||||
12-31-13 | 1.00 | (0.00)* | 0.00* | 0.00* | — | 0.00* | — | 0.00* | — | 1.00 | 0.02 | 0.34 | 0.23 | 0.23 | 0.00 | 768,521 | — | |||||||||||||||||
12-31-12 | 1.00 | 0.00* | 0.00* | 0.00* | 0.00* | — | — | 0.00* | — | 1.00 | 0.03 | 0.34 | 0.34 | 0.34 | 0.03 | 975,469 | — | |||||||||||||||||
12-31-11 | 1.00 | 0.00* | 0.00* | 0.00* | 0.00* | 0.00* | 0.00* | 0.00* | — | 1.00 | 0.02 | 0.34 | 0.26 | 0.26 | 0.00* | 1,176,157 | — | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 1.00 | — | 0.00* | 0.00 | — | 0.00* | — | 0.00* | — | 1.00 | 0.02 | 0.59 | 0.19 | 0.19 | 0.00 | 106 | — | |||||||||||||||||
12-31-13 | 1.00 | — | 0.00* | 0.00 | — | 0.00* | — | 0.00* | — | 1.00 | 0.02 | 0.59 | 0.23 | 0.23 | 0.00 | 138 | — | |||||||||||||||||
12-31-12 | 1.00 | (0.00)* | 0.00* | 0.00* | — | — | — | — | — | 1.00 | 0.00 | 0.59 | 0.36 | 0.36 | 0.01 | 134 | — | |||||||||||||||||
12-31-11 | 1.00 | 0.00* | 0.00* | 0.00* | — | 0.00* | 0.00* | 0.00* | — | 1.00 | 0.02 | 0.59 | 0.26 | 0.26 | 0.00 | 314 | — | |||||||||||||||||
Voya Growth and Income Portfolio | ||||||||||||||||||||||||||||||||||
Class ADV | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 31.36 | 0.49 • | 2.77 | 3.26 | 0.52 | 3.82 | — | 4.34 | — | 30.28 | 10.19 | 1.08 | 1.03 | 1.03 | 1.49 | 1,348,687 | 87 | |||||||||||||||||
12-31-13 | 24.31 | 0.22 • | 7.09 | 7.31 | 0.26 | — | — | 0.26 | — | 31.36 | 30.07 | 1.09 | 1.04 | 1.04 | 0.80 | 1,441,995 | 49 | |||||||||||||||||
12-31-12 | 21.39 | 0.29 • | 2.97 | 3.26 | 0.34 | — | — | 0.34 | — | 24.31 | 15.24 | 1.09 | 1.04 | 1.04 | 1.23 | 1,251,577 | 57 | |||||||||||||||||
12-31-11 | 21.74 | 0.22 | (0.38) | (0.16) | 0.19 | — | — | 0.19 | — | 21.39 | (0.72) | 1.08 | 1.03 | 1.03 | 1.03 | 1,221,084 | 75 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 31.67 | 0.64 • | 2.82 | 3.46 | 0.68 | 3.82 | — | 4.50 | — | 30.63 | 10.72 | 0.58 | 0.58 | 0.58 | 1.94 | 2,140,398 | 87 | |||||||||||||||||
12-31-13 | 24.54 | 0.35 • | 7.17 | 7.52 | 0.39 | — | — | 0.39 | — | 31.67 | 30.66 | 0.59 | 0.59 | 0.59 | 1.25 | 2,182,314 | 49 | |||||||||||||||||
12-31-12 | 21.59 | 0.40 • | 3.00 | 3.40 | 0.45 | — | — | 0.45 | — | 24.54 | 15.78 | 0.59 | 0.59 | 0.59 | 1.68 | 1,865,425 | 57 | |||||||||||||||||
12-31-11 | 21.94 | 0.31 • | (0.37) | (0.06) | 0.29 | — | — | 0.29 | — | 21.59 | (0.27) | 0.58 | 0.58 | 0.58 | 1.39 | 1,873,712 | 75 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 31.38 | 0.56 • | 2.78 | 3.34 | 0.59 | 3.82 | — | 4.41 | — | 30.31 | 10.44 | 0.83 | 0.83 | 0.83 | 1.70 | 794,327 | 87 | |||||||||||||||||
12-31-13 | 24.32 | 0.28 • | 7.10 | 7.38 | 0.32 | — | — | 0.32 | — | 31.38 | 30.34 | 0.84 | 0.84 | 0.84 | 1.00 | 865,453 | 49 | |||||||||||||||||
12-31-12 | 21.40 | 0.34 • | 2.97 | 3.31 | 0.39 | — | — | 0.39 | — | 24.32 | 15.47 | 0.84 | 0.84 | 0.84 | 1.42 | 772,713 | 57 | |||||||||||||||||
12-31-11 | 21.77 | 0.24 • | (0.35) | (0.11) | 0.26 | — | — | 0.26 | — | 21.40 | (0.51) | 0.83 | 0.83 | 0.83 | 1.13 | 795,131 | 75 |
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)(4) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Class S2 | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 31.05 | 0.54 • | 2.70 | 3.24 | 0.36 | 3.82 | — | 4.18 | — | 30.11 | 10.24 | 1.08 | 0.98 | 0.98 | 1.68 | 314 | 87 | |||||||||||||||||
12-31-13 | 24.08 | 0.22 | 7.04 | 7.26 | 0.29 | — | — | 0.29 | — | 31.05 | 30.17 | 1.09 | 0.99 | 0.99 | 0.85 | 1,167 | 49 | |||||||||||||||||
12-31-12 | 21.23 | 0.35 • | 2.90 | 3.25 | 0.40 | — | — | 0.40 | — | 24.08 | 15.30 | 1.09 | 0.99 | 0.99 | 1.47 | 728 | 57 | |||||||||||||||||
12-31-11 | 21.52 | 0.41 • | (0.54) | (0.13) | 0.16 | — | — | 0.16 | — | 21.23 | (0.59) | 1.08 | 0.98 | 0.98 | 1.99 | 217 | 75 | |||||||||||||||||
Voya Index Plus LargeCap Portfolio | ||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 20.05 | 0.33 • | 2.41 | 2.74 | 0.31 | — | — | 0.31 | — | 22.48 | 13.86 | 0.44 | 0.44 | 0.44 | 1.58 | 639,454 | 72 | |||||||||||||||||
12-31-13 | 15.37 | 0.28 • | 4.72 | 5.00 | 0.32 | — | — | 0.32 | — | 20.05 | 32.92 | 0.44 | 0.44 | 0.44 | 1.60 | 601,491 | 80 | |||||||||||||||||
12-31-12 | 13.64 | 0.27 • | 1.70 | 1.97 | 0.24 | — | — | 0.24 | — | 15.37 | 14.45 | 0.45 | 0.45 | 0.45 | 1.84 | 516,227 | 166 | |||||||||||||||||
12-31-11 | 13.89 | 0.21 • | (0.20) | 0.01 | 0.26 | — | — | 0.26 | — | 13.64 | (0.09) | 0.44 | 0.44 | 0.44 | 1.54 | 544,124 | 130 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 19.89 | 0.28 • | 2.38 | 2.66 | 0.26 | — | — | 0.26 | — | 22.29 | 13.54 | 0.69 | 0.69 | 0.69 | 1.33 | 129,744 | 72 | |||||||||||||||||
12-31-13 | 15.24 | 0.24 • | 4.68 | 4.92 | 0.27 | — | — | 0.27 | — | 19.89 | 32.67 | 0.69 | 0.69 | 0.69 | 1.35 | 136,884 | 80 | |||||||||||||||||
12-31-12 | 13.53 | 0.23 • | 1.68 | 1.91 | 0.20 | — | — | 0.20 | — | 15.24 | 14.11 | 0.70 | 0.70 | 0.70 | 1.59 | 127,156 | 166 | |||||||||||||||||
12-31-11 | 13.78 | 0.18 • | (0.21) | (0.03) | 0.22 | — | — | 0.22 | — | 13.53 | (0.34) | 0.69 | 0.69 | 0.69 | 1.28 | 132,939 | 130 | |||||||||||||||||
Voya Index Plus MidCap Portfolio | ||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 23.62 | 0.21 • | 1.95 | 2.16 | 0.19 | 1.01 | — | 1.20 | — | 24.58 | 9.56 | 0.49 | 0.49 | 0.49 | 0.89 | 577,230 | 72 | |||||||||||||||||
12-31-13 | 17.76 | 0.17 • | 5.92 | 6.09 | 0.23 | — | — | 0.23 | — | 23.62 | 34.56 | 0.49 | 0.49 | 0.49 | 0.81 | 588,001 | 66 | |||||||||||||||||
12-31-12 | 15.22 | 0.21 • | 2.48 | 2.69 | 0.15 | — | — | 0.15 | — | 17.76 | 17.70 | 0.50 | 0.50 | 0.50 | 1.24 | 491,445 | 164 | |||||||||||||||||
12-31-11 | 15.51 | 0.14 | (0.30) | (0.16) | 0.13 | — | — | 0.13 | — | 15.22 | (1.15) | 0.49 | 0.49 | 0.49 | 0.83 | 482,378 | 101 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 23.35 | 0.15 • | 1.93 | 2.08 | 0.13 | 1.01 | — | 1.14 | — | 24.29 | 9.30 | 0.74 | 0.74 | 0.74 | 0.63 | 123,119 | 72 | |||||||||||||||||
12-31-13 | 17.56 | 0.12 • | 5.85 | 5.97 | 0.18 | — | — | 0.18 | — | 23.35 | 34.23 | 0.74 | 0.74 | 0.74 | 0.56 | 135,017 | 66 | |||||||||||||||||
12-31-12 | 15.05 | 0.17 • | 2.44 | 2.61 | 0.10 | — | — | 0.10 | — | 17.56 | 17.38 | 0.75 | 0.75 | 0.75 | 0.99 | 117,845 | 164 | |||||||||||||||||
12-31-11 | 15.34 | 0.09 • | (0.29) | (0.20) | 0.09 | — | — | 0.09 | — | 15.05 | (1.39) | 0.74 | 0.74 | 0.74 | 0.58 | 117,222 | 101 |
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)(4) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Index Plus SmallCap Portfolio | ||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 21.86 | 0.18 • | 1.00 | 1.18 | 0.14 | — | — | 0.14 | — | 22.90 | 5.44 | 0.50 | 0.50 | 0.50 | 0.84 | 226,277 | 40 | |||||||||||||||||
12-31-13 | 15.48 | 0.13 • | 6.43 | 6.56 | 0.18 | — | — | 0.18 | — | 21.86 | 42.70 | 0.49 | 0.49 | 0.49 | 0.70 | 243,564 | 55 | |||||||||||||||||
12-31-12 | 13.85 | 0.16 • | 1.55 | 1.71 | 0.08 | — | — | 0.08 | — | 15.48 | 12.38 | 0.51 | 0.51 | 0.51 | 1.06 | 176,644 | 144 | |||||||||||||||||
12-31-11 | 14.06 | 0.08 | (0.17) | (0.09) | 0.12 | — | — | 0.12 | — | 13.85 | (0.74) | 0.50 | 0.50 | 0.50 | 0.52 | 186,300 | 115 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 21.62 | 0.13 • | 1.00 | 1.13 | 0.09 | — | — | 0.09 | — | 22.66 | 5.24 | 0.75 | 0.75 | 0.75 | 0.59 | 92,574 | 40 | |||||||||||||||||
12-31-13 | 15.32 | 0.08 • | 6.36 | 6.44 | 0.14 | — | — | 0.14 | — | 21.62 | 42.28 | 0.74 | 0.74 | 0.74 | 0.45 | 106,112 | 55 | |||||||||||||||||
12-31-12 | 13.70 | 0.12 • | 1.54 | 1.66 | 0.04 | — | — | 0.04 | — | 15.32 | 12.14 | 0.76 | 0.76 | 0.76 | 0.82 | 87,102 | 144 | |||||||||||||||||
12-31-11 | 13.91 | 0.05 | (0.18) | (0.13) | 0.08 | — | — | 0.08 | — | 13.70 | (0.98) | 0.75 | 0.75 | 0.75 | 0.26 | 90,025 | 115 | |||||||||||||||||
Voya Intermediate Bond Portfolio | ||||||||||||||||||||||||||||||||||
Class ADV | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 12.42 | 0.38 • | 0.39 | 0.77 | 0.38 | — | — | 0.38 | — | 12.81 | 6.21 | 0.97 | 0.97 | 0.97 | 2.97 | 191,895 | 428 | |||||||||||||||||
12-31-13 | 12.88 | 0.39 | (0.47) | (0.08) | 0.38 | — | — | 0.38 | — | 12.42 | (0.62) | 0.99 | 0.99 | 0.99 | 3.05 | 37,058 | 389 | |||||||||||||||||
12-31-12 | 12.34 | 0.42 • | 0.67 | 1.09 | 0.55 | — | — | 0.55 | — | 12.88 | 8.85 | 1.00 | 1.00 | 1.00 | 3.25 | 34,473 | 425 | |||||||||||||||||
12-31-11 | 12.04 | 0.47 • | 0.38 | 0.85 | 0.55 | — | — | 0.55 | — | 12.34 | 7.04 | 1.00 | 1.00 | 1.00 | 3.76 | 16,953 | 456 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 12.50 | 0.44 | 0.39 | 0.83 | 0.43 | — | — | 0.43 | — | 12.90 | 6.67 | 0.47 | 0.47 | 0.47 | 3.46 | 958,412 | 428 | |||||||||||||||||
12-31-13 | 12.96 | 0.45 • | (0.47) | (0.02) | 0.44 | — | — | 0.44 | — | 12.50 | (0.12) | 0.49 | 0.49 | 0.49 | 3.57 | 846,916 | 389 | |||||||||||||||||
12-31-12 | 12.40 | 0.49 • | 0.67 | 1.16 | 0.60 | — | — | 0.60 | — | 12.96 | 9.39 | 0.50 | 0.50 | 0.50 | 3.78 | 1,001,255 | 425 | |||||||||||||||||
12-31-11 | 12.07 | 0.54 • | 0.37 | 0.91 | 0.58 | — | — | 0.58 | — | 12.40 | 7.54 | 0.50 | 0.50 | 0.50 | 4.31 | 1,205,691 | 456 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 12.43 | 0.42 • | 0.38 | 0.80 | 0.40 | — | — | 0.40 | — | 12.83 | 6.48 | 0.72 | 0.72 | 0.72 | 3.21 | 3,477,973 | 428 | |||||||||||||||||
12-31-13 | 12.89 | 0.44 | (0.49) | (0.05) | 0.41 | — | — | 0.41 | — | 12.43 | (0.38) | 0.74 | 0.74 | 0.74 | 3.31 | 1,140,317 | 389 | |||||||||||||||||
12-31-12 | 12.34 | 0.45 • | 0.67 | 1.12 | 0.57 | — | — | 0.57 | — | 12.89 | 9.08 | 0.75 | 0.75 | 0.75 | 3.52 | 1,221,680 | 425 | |||||||||||||||||
12-31-11 | 12.01 | 0.51 • | 0.37 | 0.88 | 0.55 | — | — | 0.55 | — | 12.34 | 7.30 | 0.75 | 0.75 | 0.75 | 4.09 | 1,247,149 | 456 |
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)(4) |
Net
assets, end of year or
period |
Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Class S2 | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 12.43 | 0.37 • | 0.40 | 0.77 | 0.41 | — | — | 0.41 | — | 12.79 | 6.17 | 0.97 | 0.87 | 0.87 | 2.87 | 5,281 | 428 | |||||||||||||||||
12-31-13 | 12.92 | 0.44 • | (0.50) | (0.06) | 0.43 | — | — | 0.43 | — | 12.43 | (0.44) | 0.99 | 0.89 | 0.89 | 3.45 | 1,505 | 389 | |||||||||||||||||
12-31-12 | 12.37 | 0.41 | 0.69 | 1.10 | 0.55 | — | — | 0.55 | — | 12.92 | 8.93 | 1.00 | 0.90 | 0.90 | 3.37 | 1,277 | 425 | |||||||||||||||||
12-31-11 | 12.08 | 0.52 • | 0.34 | 0.86 | 0.57 | — | — | 0.57 | — | 12.37 | 7.14 | 1.00 | 0.90 | 0.90 | 4.20 | 1,001 | 456 | |||||||||||||||||
Voya Small Company Portfolio | ||||||||||||||||||||||||||||||||||
Class ADV | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 23.94 | (0.03) | 1.26 | 1.23 | — | 2.68 | — | 2.68 | — | 22.49 | 6.00 | 1.34 | 1.34 | 1.34 | (0.18) | 5,861 | 30 | |||||||||||||||||
12-31-13 | 19.13 | (0.02) | 6.64 | 6.62 | 0.01 | 1.80 | — | 1.81 | — | 23.94 | 37.04 | 1.34 | 1.34 | 1.34 | (0.13) | 7,233 | 36 | |||||||||||||||||
12-31-12 | 17.39 | 0.01 | 2.41 | 2.42 | — | 0.68 | — | 0.68 | — | 19.13 | 14.01 | 1.35 | 1.35 | 1.35 | 0.06 | 6,213 | 49 | |||||||||||||||||
12-31-11 | 17.98 | (0.02) • | (0.51) | (0.53) | 0.06 | — | — | 0.06 | — | 17.39 | (2.99) | 1.35 | 1.35 | 1.35 | (0.10) | 5,938 | 61 | |||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 24.63 | 0.08 | 1.31 | 1.39 | 0.09 | 2.68 | — | 2.77 | — | 23.25 | 6.54 | 0.84 | 0.84 | 0.84 | 0.33 | 520,298 | 30 | |||||||||||||||||
12-31-13 | 19.63 | 0.08 • | 6.84 | 6.92 | 0.12 | 1.80 | — | 1.92 | — | 24.63 | 37.76 | 0.84 | 0.84 | 0.84 | 0.38 | 571,880 | 36 | |||||||||||||||||
12-31-12 | 17.82 | 0.10 • | 2.47 | 2.57 | 0.08 | 0.68 | — | 0.76 | — | 19.63 | 14.52 | 0.85 | 0.85 | 0.85 | 0.55 | 472,254 | 49 | |||||||||||||||||
12-31-11 | 18.34 | 0.07 | (0.52) | (0.45) | 0.07 | — | — | 0.07 | — | 17.82 | (2.49) | 0.85 | 0.85 | 0.85 | 0.38 | 483,473 | 61 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-15 | ||||||||||||||||||||||||||||||||||
12-31-14 | 24.24 | 0.02 | 1.28 | 1.30 | 0.02 | 2.68 | — | 2.70 | — | 22.84 | 6.26 | 1.09 | 1.09 | 1.09 | 0.08 | 115,635 | 30 | |||||||||||||||||
12-31-13 | 19.35 | 0.03 | 6.72 | 6.75 | 0.06 | 1.80 | — | 1.86 | — | 24.24 | 37.37 | 1.09 | 1.09 | 1.09 | 0.12 | 126,746 | 36 | |||||||||||||||||
12-31-12 | 17.57 | 0.05 • | 2.44 | 2.49 | 0.03 | 0.68 | — | 0.71 | — | 19.35 | 14.26 | 1.10 | 1.10 | 1.10 | 0.28 | 101,041 | 49 | |||||||||||||||||
12-31-11 | 18.09 | 0.02 | (0.50) | (0.48) | 0.04 | — | — | 0.04 | — | 17.57 | (2.68) | 1.10 | 1.10 | 1.10 | 0.12 | 108,502 | 61 |
(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 does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized. |
(2) | Annualized for periods less than one year. |
(3) | Ratios do not include fees and expenses charged under the variable annuity contract or variable life insurance policy. |
(4) | Ratios reflect operating expenses of a Portfolio. 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 Portfolio 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 Portfolio. Net investment income (loss) is net of all such additions or reductions. |
(5) | Commencement of operations. |
* | Amount is less than $0.005 or 0.005% or more than $(0.005) or (0.005)%. |
• | 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. |
Voya Balanced Portfolio, Inc. | 811-5773 |
Voya Balanced Portfolio | |
Voya Intermediate Bond Portfolio | 811-2361 |
Voya Intermediate Bond Portfolio | |
[Voya Government Money Market Portfolio] | 811-2565 |
[Voya Government Money Market Portfolio] | |
Voya Variable Funds | 811-2514 |
Voya Growth and Income Portfolio | |
Voya Variable Portfolios, Inc. | 811-7651 |
[Voya Global
Equity Portfolio]
Voya Index Plus LargeCap Portfolio Voya Index Plus MidCap Portfolio Voya Index Plus SmallCap Portfolio Voya Small Company Portfolio |
PRO-2514 | (0516-050116) |
1 | Class ADV and Class S2 shares of the Portfolio are not currently being offered. |
Portfolio | Former Name | Date of Change |
Voya Balanced Portfolio | ING Balanced Portfolio | May 1, 2014 |
ING VP Balanced Portfolio | May 1, 2009 | |
Voya Intermediate Bond Portfolio | ING Intermediate Bond Portfolio | May 1, 2014 |
ING VP Intermediate Bond Portfolio | May 1, 2009 | |
Voya Money Market Portfolio | ING Money Market Portfolio | May 1, 2014 |
ING VP Money Market Portfolio | May 1, 2009 | |
Voya Growth and Income Portfolio | ING Growth and Income Portfolio | May 1, 2014 |
[Voya Global Equity Portfolio] | Voya Global Value Advantage Portfolio | [May 1, 2016] |
Voya Global Value Advantage Portfolio | ING Global Value Advantage Portfolio | May 1, 2014 |
Voya Index Plus LargeCap Portfolio | ING Index Plus LargeCap Portfolio | May 1, 2014 |
Voya Index Plus MidCap Portfolio | ING Index Plus MidCap Portfolio | May 1, 2014 |
Portfolio | Former Name | Date of Change |
Voya Index Plus SmallCap Portfolio | ING Index Plus SmallCap Portfolio | May 1, 2014 |
Voya Small Company Portfolio | ING Small Company Portfolio | May 1, 2014 |
Asset Class/Investment Technique | Voya Balanced Portfolio |
[Voya Global
Equity Portfolio]
|
Voya Growth and Income Portfolio | Voya Index Plus LargeCap Portfolio | Voya Index Plus MidCap Portfolio | Voya Index Plus SmallCap Portfolio | Voya Intermediate Bond Portfolio | [Voya Government Money Market Portfolio] | Voya Small Company Portfolio |
Equity Securities | |||||||||
Common Stocks | X | X | X | X | X | X | X | X | |
Convertible Securities | X | X | X | X | X | X | X | X | |
Initial Public Offerings | X | X | X | X | X | X | X | X | |
Internet and Internet-Related Companies | X | X | X | X | X | X | X | X |
Asset Class/Investment Technique | Voya Balanced Portfolio |
[Voya Global
Equity Portfolio]
|
Voya Growth and Income Portfolio | Voya Index Plus LargeCap Portfolio | Voya Index Plus MidCap Portfolio | Voya Index Plus SmallCap Portfolio | Voya Intermediate Bond Portfolio | [Voya Government Money Market Portfolio] | Voya Small Company Portfolio |
Mid- and/or Small-Capitalization Companies | X | X | X | X | X | X | X | X | |
Other Investment Companies | X | X | X | X | X | X | X | X | X |
Preferred Stocks | X | X | X | X | X | X | X | X | |
Private Funds | X | X | X | X | X | ||||
Real Estate Securities and Real Estate Investment Trusts | X | X | X | X | X | X | X | X | |
Special Situation Companies | X | X | X | X | X | X | X | X | |
Stock Purchase Rights | X | X | X | X | X | X | X | X | |
Unseasoned Companies | X | X | X | X | X | ||||
Fixed-Income Securities | |||||||||
Asset-Backed Securities | X | X | X | X | X | X | X | X | X |
Banking Industry Obligations, Savings Industry Obligations, and other Short-Term Investments | X | X | X | X | X | X | X | X | X |
Commercial Paper | X | X | X | X | X | X | X | X | X |
Corporate Debt Instruments | X | X | X | X | X | X | X | X | X |
Credit-Linked Notes | X | X | X | X | X | X | X | X | X |
Floating or Variable Rate Instruments | X | X | X | X | X | X | X | X | X |
Government Trust Certificates | X | X | X | X | X | X | X | X | X |
Guaranteed Investment Contracts | X | X | X | X | X | X | X | X | X |
High-Yield Bonds | X | X | X | X | X | X | |||
Mortgage-Backed Securities | X | X | X | X | X | X | X | X | X |
Adjustable Rate Mortgage Securities | X | X | X | X | X | X | X | X | X |
Agency-Mortgage-Backed Securities | X | X | X | X | X | X | X | X | X |
Asset Class/Investment Technique | Voya Balanced Portfolio |
[Voya Global
Equity Portfolio]
|
Voya Growth and Income Portfolio | Voya Index Plus LargeCap Portfolio | Voya Index Plus MidCap Portfolio | Voya Index Plus SmallCap Portfolio | Voya Intermediate Bond Portfolio | [Voya Government Money Market Portfolio] | Voya Small Company Portfolio |
Collateralized Mortgage Obligations | X | X | X | X | X | X | X | X | X |
Government National Mortgage Association Certificates | X | X | X | X | X | X | X | X | X |
Interest/Principal Only/Stripped Mortgage-Backed Securities | X | X | X | X | X | X | X | X | X |
Subordinated Mortgage Securities | X | X | X | X | X | X | X | X | X |
Municipal Securities | X | X | X | X | X | X | X | X | |
Industrial Development and Pollution Control Bonds | X | X | X | X | X | X | X | X | |
Moral Obligation Securities | X | X | X | X | X | X | X | X | |
Municipal Lease Obligations and Certificates of Participation | X | X | X | X | X | X | X | X | |
Short-Term Municipal Securities | X | X | X | X | X | X | X | X | |
Structured Securities | X | X | X | X | X | ||||
Trust-Preferred Securities | X | X | X | ||||||
U.S. Government Securities | X | X | X | X | X | X | X | X | X |
Zero-Coupon Bonds, Deferred Interest Securities, and Pay-In-Kind Bonds | X | X | X | X | X | X | X | X | X |
Foreign and Emerging Market Equity and Debt Investments | |||||||||
Depositary Receipts | X | X | X | X | X | X | X | X | |
Eurodollar and Yankee Dollar Instruments | X | X | X | X | X | X | X | X | X |
Asset Class/Investment Technique | Voya Balanced Portfolio |
[Voya Global
Equity Portfolio]
|
Voya Growth and Income Portfolio | Voya Index Plus LargeCap Portfolio | Voya Index Plus MidCap Portfolio | Voya Index Plus SmallCap Portfolio | Voya Intermediate Bond Portfolio | [Voya Government Money Market Portfolio] | Voya Small Company Portfolio |
Eurodollar Convertible Securities | X | X | X | X | X | X | X | X | |
Foreign Bank Obligations | X | X | X | X | X | X | X | X | X |
Foreign Debt Securities | X | X | X | X | X | X | X | X | X |
Foreign Mortgage-Backed Securities | X | X | X | X | X | X | X | X | X |
Sovereign Debt Instruments/Brady Bonds | X | X | X | X | X | X | X | X | X |
Supranational Agencies | X | X | X | X | X | X | X | X | X |
Derivative Instruments | |||||||||
Forward Foreign Currency Exchange Contracts | X | X | X | X | X | X | X | X | |
Futures Contracts, Options, and Options on Futures Contracts | X | X | X | X | X | X | X | X | |
Futures Contracts | X | X | X | X | X | X | X | X | |
Options | X | X | X | X | X | X | X | X | |
Covered Call Options | X | X | X | X | X | X | X | X | |
Foreign Currency Options | X | X | X | X | X | X | X | X | |
Over-the-Counter Options | X | X | X | X | X | X | X | X | |
Put and Call Options | X | X | X | X | X | X | X | X | |
Stock Index Options | X | X | X | X | X | X | X | X | |
Options on Futures Contracts | X | X | X | X | X | X | X | X | |
Hybrid Instruments | X | X | X | X | X | X | X | X | |
Straddles | X | X | X | X | X | X | X | X | |
Swaps Transactions and Options on Swap Transactions | X | X | X | X | X | X | X | X | |
Synthetic Convertible Securities | X | X | X | X | X | X | X | X |
Asset Class/Investment Technique | Voya Balanced Portfolio |
[Voya Global
Equity Portfolio]
|
Voya Growth and Income Portfolio | Voya Index Plus LargeCap Portfolio | Voya Index Plus MidCap Portfolio | Voya Index Plus SmallCap Portfolio | Voya Intermediate Bond Portfolio | [Voya Government Money Market Portfolio] | Voya Small Company Portfolio |
Warrants | X | X | X | X | X | X | X | X | |
Investment Techniques | |||||||||
Borrowing | X | X | X | X | X | X | X | X | X |
Currency Management | X | X | X | X | X | X | X | X | |
Forward Commitment Transactions | X | X | X | X | X | X | X | X | X |
Portfolio Hedging | X | X | X | X | X | X | X | X | |
Repurchase Agreements | X | X | X | X | X | X | X | X | X |
Restricted Securities, Illiquid Securities, and Liquidity Requirements | X | X | X | X | X | X | X | X | X |
Reverse Repurchase Agreements and Dollar Roll Transactions | X | X | X | X | X | ||||
Securities Lending | X | X | X | X | X | X | X | X | |
Segregated Accounts | X | X | X | X | X | X | X | X | |
Short Sales | X | X | X | X | X | X | X | X | |
Strategic Transactions | X | X | X | X | X | X | X | X | |
To Be Announced Sale Commitments | X | X | X | X | X | X | X | X | X |
When Issued Securities and Delayed-Delivery Transactions | X | X | X | X | X | X | X | X | X |
• | 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 debt instruments; 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. |
• | 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 Portfolio has commenced or is contemplated, but there is, in the Adviser’s or 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 Portfolio 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 Portfolio; or |
• | to close out stock index futures sales transactions. |
• | if a Portfolio 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 Portfolio; or |
• | to close out stock index futures sales transactions. |
1. | purchase securities of any issuer if, as a result, with respect to 75% of a Portfolio’s total assets, more than 5% of the value of its total assets would be invested in the securities of any one issuer or a Portfolio’s ownership would be more than 10% of the outstanding voting securities of any issuer, provided that this restriction does not limit a Portfolio’s investments in securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, or investments in securities of other registered management investment companies; |
2. | 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, 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 registered management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by a Portfolio; and (iii) with respect to, [Voya Government Money Market Portfolio], this restriction will not limit the Portfolio’s investments in certificates of deposit, fixed-time deposits, bankers acceptances and other short-term instruments issued by banks that are otherwise eligible investments for the Portfolio under the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by the Portfolio; |
3. | make loans, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations and any exemptive relief obtained by the Portfolio; |
4. | issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by a Portfolio; |
5. | purchase or sell real estate, except that a Portfolio 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 a Portfolio as a result of the ownership of securities; |
6. | purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Portfolio 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; |
7. | borrow money, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations thereunder and any exemptive relief obtained by a Portfolio; and |
8. | 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 a Portfolio’s ability to invest in securities issued by other registered management investment companies. |
1. | purchase securities of any issuer if, as a result, with respect to 75% of the Portfolio’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 Portfolio’s ownership would be more than 10% of the outstanding voting securities of any issuer, provided that this restriction does not limit a Portfolio’s investments in securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, or investments in securities of other registered management investment companies; |
2. | 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: (a) there is no limitation with respect to obligations issued or guaranteed by the U.S. government, any state or territory of the United States, or any of their agencies, instrumentalities or political subdivisions; and (b) 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 Portfolio, and further provided, that the Portfolio will concentrate to approximately the same extent that its underlying index or indices concentrates in the stock of any particular industry or industries; |
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 Portfolio; |
4. | make loans, except to the extent permitted under the 1940 Act, including the rules, regulations, interpretations and any exemptive relief obtained by the Portfolio; |
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: (a) in connection with the disposition of a portfolio security; or (b) in connection with the purchase of securities directly from the issuer thereof in accordance with its investment objective. This restriction shall not limit the Portfolio’s ability to invest in securities issued by other registered management investment companies; |
6. | purchase or sell real estate, except that the Portfolio may: (a) acquire or lease office space for its own use; (b) invest in securities of issuers that invest in real estate or interests therein; (c) invest in mortgage-related securities and other securities that are secured by real estate or interests therein; or (d) hold and sell real estate acquired by the Portfolio 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 Portfolio; 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 Portfolio 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. | except for Voya Balanced Portfolio, make short sales of securities, other than short sales “against the box,” or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment programs of each Portfolio as described in this SAI and in the Prospectuses; |
2. | except for Voya Balanced Portfolio, Voya Intermediate Bond Portfolio, and [Voya Government Money Market Portfolio] invest more than 25% of its total assets in securities or obligations of foreign issuers, including marketable securities of, or guaranteed by, foreign governments (or any instrumentality or subdivision thereof). [Voya Government Money Market Portfolio] may only purchase foreign securities or obligations that are U.S. dollar denominated; |
3. | invest in companies for the purpose of exercising control or management; |
4. | purchase interests in oil, gas or other mineral exploration programs; however, this limitation will not prohibit the acquisition of securities of companies engaged in the production or transmission of oil, gas, or other materials; |
5. | invest more than 15% (5% for [Voya Government Money Market Portfolio] and 10% Voya Index Plus LargeCap Portfolio, Voya Index Plus MidCap Portfolio, and Voya Index Plus SmallCap Portfolio) of its net assets in illiquid securities. Illiquid securities are securities that cannot be sold or disposed of promptly within seven days in the ordinary course of business at approximately the value ascribed to it by a Portfolio. Such securities include, but are not limited to, fixed-time deposits and repurchase agreements with maturities longer than seven days. Securities that may be resold under Rule144A, or securities offered pursuant to Section 4(2) of the 1933 Act, shall not be deemed illiquid solely by reason of being unregistered. The Adviser shall determine whether a particular security is deemed to be liquid based on the trading markets for the specific security and other factors; |
6. | invest more than 15% (10% for Voya Index Plus LargeCap Portfolio, Voya Index Plus MidCap Portfolio, and Voya Index Plus SmallCap Portfolio) of the total of its assets in high-yield bonds (securities rated below BBB- by Standard & Poor’s Ratings Services (“S&P”) or Baa3 by Moody’s Investors Service, Inc. (“Moody’s”), or, if unrated, considered by the Adviser or Sub-Advisers to be of comparable quality). This non-fundamental investment restriction does not apply to Voya Balanced Portfolio and Voya Intermediate Bond Portfolio; |
7. | except for Voya Balanced Portfolio, Voya Intermediate Bond Portfolio, and [Voya Government Money Market Portfolio], may not invest in foreign debt securities for purposes other than temporary and defensive or cash management and only when such are of high quality and short duration; |
8. | except for [Voya Government Money Market Portfolio], may not invest more than 15% of its net assets in synthetic convertible securities and such securities must be rated A or higher by Moody’s or S&P; |
9. | except for Voya Intermediate Bond Portfolio, other than for temporary and defensive or cash management purposes, may not invest more than 10% of its net assets in securities of supranational agencies. |
1. | may only invest in fixed-income securities (which must be of high quality and short duration) for temporary and defensive or cash management purposes; |
2. | may invest in certificates of deposit (interest bearing time deposits) issued by savings banks or savings and loan associations that have capital surplus and undivided profits in excess of $100 million, based on latest published reports, or less than $100 million if the principal amount of such obligations is fully insured by the U.S. government; |
3. | will not invest more than 15% of the total value of its assets in high-yield bonds (securities rated below BBB by S&P or Baa3 by Moody’s or, if unrated, considered by the adviser to be of comparable quality); |
4. | may only invest in forward currency options for the purposes of hedging; |
5. | may invest more than 25% of its total assets in securities or obligations of foreign issuers, including marketable securities of, or guaranteed by, foreign governments (or any instrumentality or subdivision thereof); |
6. | other than for temporary and defensive or cash management purposes, may invest up to 10% of its net assets in securities of supranational agencies. These securities are not considered government securities and are not supported directly or indirectly by the U.S. government; |
7. | will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Portfolio’s total assets; |
8. | may only invest in synthetic convertibles with respect to companies whose corporate debt securities are rated “A” or higher by Moody’s or “A” or higher by S&P and will not invest more than 15% of its net assets in such synthetic securities and other illiquid securities; |
9. | is prohibited from having written call options outstanding at any one time on more than 30% of its total assets. The Portfolio will not write a put if it will require more than 50% of the Portfolio’s net assets to be designated to cover all put obligations. The Portfolio may not buy options if more than 3% of its assets immediately following such purchase would consist of put options. The Portfolio may purchase call and sell put options on equity securities only to close out positions previously opened. The Portfolio will not write a call option on a security unless the call is “covered” ( i.e . it already owns the underlying security). The Portfolio may purchase put options when Voya Investments, LLC believes that a temporary defensive position is desirable in light of market conditions but does not desire to sell the security; and |
10. | may make short sales of ETFs for the purposes of hedging. |
• | to the Portfolio’s independent registered public accounting firm, named herein, for use in providing audit opinions; |
• | to financial printers for the purpose of preparing Portfolio 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 Portfolio; |
• | to rating and ranking agencies such as Bloomberg, Morningstar, Lipper, and S&P (such agencies may receive more raw data from a Portfolio than is posted on the Portfolio’s website); |
• | to consultants for use in providing asset allocation advice in connection with investments by affiliated funds-of-funds in a Portfolio; |
• | to service providers, on a daily basis, in connection with their providing services benefiting a Portfolio 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 Portfolio 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 Portfolio 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 each Company/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 Directors/Trustees 2 | Other Board Positions Held by Directors/Trustees |
Independent Directors/Trustees | |||||
Colleen
D. Baldwin
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 55 |
Director/Trustee | May 2013 – Present | President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | 151 | DSM/Dentaquest, Boston MA (February 2014 – Present). |
John
V. Boyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 62 |
Chairperson
Director/Trustee |
January
2014 – Present
May 2013 – Present |
President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – Present). | 151 | None. |
Patricia
W. Chadwick
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 67 |
Director/Trustee | May 2013 – Present | Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 – Present). | 151 | Wisconsin Energy Corporation (June 2006 – Present); The Royce Funds (35 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present). |
Peter
S. Drotch
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 74 |
Director/Trustee | May 2013 – Present | Retired. | 151 | First Marblehead Corporation (September 2003 – Present). |
Martin
J. Gavin
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 65 |
Director/Trustee | August 2015 – Present | Retired. Formerly, President and Chief Executive Officer, Connecticut Children’s Medical Center (May 2006 – November 2015) | 151 | None. |
Russell
H. Jones
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 71 |
Director/Trustee | December 2007 – Present | Retired. | 151 | None. |
Name, Address and Age | Position(s) Held with each Company/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 Directors/Trustees 2 | Other Board Positions Held by Directors/Trustees |
Patrick
W. Kenny
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 73 |
Director/Trustee | May 2013 – Present | Retired. | 151 | Assured Guaranty Ltd. (April 2004 – Present). |
Joseph
E. Obermeyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 58 |
Director/Trustee | January 2003 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | 151 | None. |
Sheryl
K. Pressler
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 65 |
Director/Trustee | May 2013 – Present | Consultant (May 2001 – Present). | 151 | None. |
Christopher
P. Sullivan
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 62 |
Director/Trustee | October 2015 – Present | Retired. Formerly, President, Bond Division, Fidelity Management and Research (June 2009 – September 2012). | 151 | None. |
Roger
B. Vincent
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 70 |
Director/Trustee | May 2013 – Present | Retired. Formerly, President, Springwell Corporation, a corporate finance firm (March 1989 – August 2011). | 151 | UGI Corporation (February 2006 – Present) and UGI Utilities, Inc. (February 2006 – Present). |
Director/Trustee who is an “Interested Person” | |||||
Shaun
Mathews
3
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 60 |
Director/Trustee | December 2007 – Present | President and Chief Executive Officer, Voya Investments, LLC (December 2006 – Present). | 151 | 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 | Directors/Trustees serve until their successors are duly elected and qualified. The tenure of each Director/Trustee who is not an “interested person” as defined in the 1940 Act, of each Portfolio (as defined below, “Independent Director/Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Director/Trustee shall retire from and cease to be a member of the Board of Directors/Trustees at the close of business on December 31 of the calendar year in which the Independent Director/Trustee attains the age of 75. A majority vote of the Board’s other Independent Directors/Trustees may extend the retirement date of an Independent Director/Trustee if the retirement |
would trigger a requirement to hold a meeting of shareholders of each Company/Trust under applicable law, whether for the purposes of appointing a successor to the Independent Director/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 Directors/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 Government 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 December 31, 2015. |
3 | Mr. Mathews is deemed to be an “interested person” of each Company/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 Company/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: 60 |
President and Chief Executive Officer | December 2006 - Present | President and Chief Executive Officer, Voya Investments, LLC (December 2006 – Present). |
Michael
J. Roland
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 57 |
Managing Director and Chief Operating Officer | April 2012 - 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 |
May
2013 - Present
March 2002 - 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: 49 |
Chief Compliance Officer | February 2012 - Present | Senior Vice President, Voya Investments, LLC and Chief Compliance Officer, Voya Family of Funds (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: 48 |
Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary | March 2005 - Present | Senior Vice President, Voya Investments, LLC and Voya Funds Services, LLC (April 2005 – Present). |
Name, Address and Age | Position(s) Held with each Company/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: 51 |
Senior Vice President | December 2003 - Present | Senior Vice President, Voya Investments, LLC (September 2003 – Present). |
Julius
Drelick III
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 49 |
Senior Vice President | September 2012 - Present | Senior Vice President and Chief Compliance Officer of Directed Services LLC and Voya Investments, LLC (January 2014 – Present); and Senior Vice President – Fund Compliance, Voya Funds Services, LLC (June 2012 – 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: 45 |
Senior Vice President | June 2006 - Present | Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (March 2006 – Present). |
Fred
Bedoya
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 43 |
Vice President and Treasurer | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 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: 57 |
Vice President | September 2004 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (September 2004 – Present). |
Lauren
D. Bensinger
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 62 |
Vice President | March 2003 - Present | Vice President, Voya Funds Services, LLC (February 1996 – Present) and 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). |
Name, Address and Age | Position(s) Held with each Company/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: 56 |
Vice President | September 2014 - Present | Vice President, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President, Voya Funds Services, LLC (April 2014 – October 2015). 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: 48 |
Vice President | March 2002 - 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 Investments, LLC (October 2015 – Present) and 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 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 Investments, LLC (October 2015 – Present) and 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: 52 |
Secretary | May 2013 - 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: 64 |
Assistant Secretary | August 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: 53 |
Assistant Secretary | May 2013 - 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 Directors/Trustees and until their successors shall have been elected and qualified. |
Portfolio | Joint IRC | DE IRC | I/B/F IRC |
Voya Balanced Portfolio | X | ||
[Voya Global Equity Portfolio] | X | ||
Voya Growth and Income Portfolio | X | ||
Voya Index Plus LargeCap Portfolio | X | ||
Voya Index Plus MidCap Portfolio | X | ||
Voya Index Plus SmallCap Portfolio | X | ||
Voya Intermediate Bond Portfolio | X | ||
[Voya Government Money Market Portfolio] | X | ||
Voya Small Company Portfolio | X |
1 | Includes the value of shares in which a Director/Trustee has an indirect interest through a deferred compensation plan and/or a 401(K) plan. |
2 | Mr. Gavin was appointed as Director/Trustee effective August 1, 2015. |
3 | Mr. Sullivan was appointed as Director/Trustee effective October 1, 2015. |
Portfolio | Aggregate Compensation | |||||
Colleen D. Baldwin | John V. Boyer | Patricia W. Chadwick | Albert E. DePrince, Jr. 1 | Peter S. Drotch | Martin J. Gavin 3 | |
Voya Index Plus MidCap Portfolio | ||||||
Voya Index Plus SmallCap Portfolio | ||||||
Voya Intermediate Bond Portfolio | ||||||
Voya Small Company Portfolio | ||||||
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 Portfolio and the Voya family of funds Paid to Directors/Trustees | [ ] | [ ] 2 | [ ] | [ ] | [ ] | [ ] |
1 | Dr. DePrince retired as a Director/Trustee effective December 31, 2015. |
2 | During the fiscal year ended December 31, 2015, Messrs. Boyer, Jones, Kenny, and Obermeyer deferred [ ], respectively, of their compensation from the Voya family of funds. |
3 | Mr. Gavin was appointed as Director/Trustee effective August 1, 2015. |
4 | Mr. Sullivan was appointed as Director/Trustee effective October 1, 2015. |
Name of Portfolio | Class | Name and Address |
Percentage
of Class |
Percentage
of Portfolio |
Portfolio |
Annual
Management Fee
|
Voya Growth and Income Portfolio |
0.60%
on first $5 billion of the Portfolio’s average daily net assets;
0.55% on next $5 billion of the Portfolio’s average daily net assets; and 0.525% of the Portfolio’s average daily net assets in excess of $10 billion. |
Voya Index Plus LargeCap Portfolio | 0.45% of the Portfolio’s average daily net assets. |
Voya Index Plus MidCap Portfolio | 0.50% of the Portfolio’s average daily net assets. |
Voya Index Plus SmallCap Portfolio | 0.50% of the Portfolio’s average daily net assets. |
Voya Intermediate Bond Portfolio |
0.50%
on first $4 billion of the Portfolio’s average daily net assets;
0.48% on next $3 billion of the Portfolio’s average daily net assets; and 0.46% of the Portfolio’s average daily net assets in excess of $7 billion. |
[Voya Government Money Market Portfolio] | 0.35% of the Portfolio’s average daily net assets. |
Voya Small Company Portfolio | 0.85% of the Portfolio’s average daily net assets. |
Portfolio | December 31, | ||
2015 | 2014 | 2013 | |
Voya Balanced Portfolio | |||
Management Fee (Prior to May 1, 2015) | $ 2,663,619 | $ 2,684,406 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 292,989 | $ 295,276 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
[Voya Global Equity Portfolio] | |||
Management Fee (Prior to May 1, 2015) | $ 817,030 | $ 826,051 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 177,614 | $ 179,575 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
[Voya Government Money Market Portfolio] | |||
Management Fee (Prior to May 1, 2015) | $ 1,728,729 | $ 2,173,368 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 380,309 | $ 478,126 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
Voya Growth and Income Portfolio | |||
Management Fee (Prior to May 1, 2015) | $22,042,309 | $21,449,732 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 2,424,580 | $ 2,359,398 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
Voya Index Plus LargeCap Portfolio | |||
Management Fee (Prior to May 1, 2015) | $ 2,577,461 | $ 2,426,917 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 405,018 | $ 381,362 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
Voya Index Plus MidCap Portfolio | |||
Management Fee (Prior to May 1, 2015) | $ 2,833,605 | $ 2,727,474 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 389,608 | $ 375,015 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
Voya Index Plus SmallCap Portfolio |
Portfolio | December 31, | ||
Management Fee (Prior to May 1, 2015) | $ 1,307,063 | $ 1,223,817 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 179,715 | $ 168,269 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
Voya Intermediate Bond Portfolio | |||
Management Fee (Prior to May 1, 2015) | $16,515,032 | $ 8,525,348 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 2,287,047 | $ 1,172,198 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None | |
Voya Small Company Portfolio | |||
Management Fee (Prior to May 1, 2015) | $ 5,005,990 | $ 4,901,256 | |
Administrative Services Fee (Prior to May 1, 2015) | $ 367,095 | $ 359,414 | |
Management Fee including Administrative Services (effective May 1, 2015) | None | None |
Portfolio | December 31, | ||
2015 | 2014 | 2013 | |
Voya Balanced Portfolio | $ 0 | $ 0 | |
[Voya Global Equity Portfolio] | $ 0 | $ 17,538 | |
[Voya Government Money Market Portfolio] | $(1,043,614) | $(952,098) | |
Voya Growth and Income Portfolio | $ (699,890) | $(681,451) | |
Voya Index Plus LargeCap Portfolio | $ 0 | $ 0 | |
Voya Index Plus MidCap Portfolio | $ 0 | $ 0 |
Portfolio | December 31, | ||
Voya Index Plus SmallCap Portfolio | $ 0 | $ 0 | |
Voya Intermediate Bond Portfolio | $ (2,922) | $ (405) | |
Voya Small Company Portfolio | $ (35) | $ (182) |
Portfolio | Sub-Adviser | Annual Sub-Advisory Fee |
Voya Balanced Portfolio | Voya Investment Management Co. LLC (“Voya IM”) | 0.225% of the Portfolio’s average daily net assets. |
[Voya Global Equity Portfolio] | Voya IM | 0.21% of the Portfolio’s average daily net assets. |
Voya Growth and Income Portfolio | Voya IM |
0.225%
on first $10 billion of the Portfolio’s average daily net assets;
0.203% on next $5 billion of the Portfolio’s average daily net assets; and 0.191% of the Portfolio’s average daily net assets in excess of $15 billion. |
Voya Index Plus LargeCap Portfolio | Voya IM | 0.158% of the Portfolio’s average daily net assets. |
Voya Index Plus MidCap Portfolio | Voya IM | 0.180% of the Portfolio’s average daily net assets. |
Voya Index Plus SmallCap Portfolio | Voya IM | 0.180% of the Portfolio’s average daily net assets. |
Voya Intermediate Bond Portfolio | Voya IM | 0.180% of the Portfolio’s average daily net assets. |
[Voya Government Money Market Portfolio] | Voya IM | 0.113% of the Portfolio’s average daily net assets. |
Portfolio | Sub-Adviser | Annual Sub-Advisory Fee |
Voya Small Company Portfolio | Voya IM | 0.338% of the Portfolio’s average daily net assets. |
Portfolio | December 31, | ||
2015 | 2014 | 2013 | |
Voya Balanced Portfolio | $1,198,631.54 | $1,207,985.59 | |
[Voya Global Equity Portfolio] | $ 372,993.08 | $ 377,111.70 | |
[Voya Government Money Market Portfolio] | $ 781,387.42 | $ 982,364.73 | |
Voya Growth and Income Portfolio | $9,919,061.21 | $9,650,730.75 | |
Voya Index Plus LargeCap Portfolio | $1,163,544.66 | $1,095,584.35 | |
Voya Index Plus MidCap Portfolio | $1,275,122.67 | $1,227,363.96 | |
Voya Index Plus SmallCap Portfolio | $ 588,178.74 | $ 550,718.33 | |
Voya Intermediate Bond Portfolio | $7,485,127.75 | $3,836,408.17 | |
Voya Small Company Portfolio | $2,252,700.39 | $2,205,570.48 |
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 | |
Joseph Basset, CFA | [] | [] | [] | [] | [] | [] |
Christopher F. Corapi | [] | [] | [] | [] | [] | [] |
Vincent Costa, CFA | [] | [] | [] | [] | [] | [] |
James Dorment, CFA | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
Kristy Finnegan, CFA | [] | [] | [] | [] | [] | [] |
James Hasso | [] | [] | [] | [] | [] | [] |
Christine Hurtsellers, CFA | [] | [] | [] | [] | [] | [] |
Martin Jansen | [] | [] | [] | [] | [] | [] |
Matthew Toms, CFA | [] | [] | [] | [] | [] | [] |
Steve Wetter | [] | [] | [] | [] | [] | [] |
Maya Venkatraman | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
David S. Yealy | [] | [] | [] | [] | [] | [] |
James Ying, CFA | [] | [] | [] | [] | [] | [] |
Paul Zemsky, CFA 1 | [] | [] | [] | [] | [] | [] |
1 | [ ] of these accounts with total assets of $[ ] have performance-based advisory fees. |
Portfolio | Portfolio Manager | Benchmark |
Voya Balanced Portfolio | Christopher F. Corapi, Christine Hurtsellers, CFA, and Paul Zemsky, CFA | S&P Target Risk Growth Index |
[Voya Global Equity Portfolio] | Christopher F. Corapi, Vincent Costa, CFA, Martin Jansen, Maya Venkatraman, and James Ying, CFA | MSCI All Country World Index SM |
[Voya Government Money Market Portfolio] | David S. Yealy | iMoney Net First Tier Retail Index |
Voya Growth and Income Portfolio | Christopher F. Corapi, Vincent Costa, CFA, James Dorment, CFA, and Kristy Finnegan, CFA | S&P 500 ® Index |
Voya Index Plus LargeCap Portfolio | Vincent Costa, CFA and Steve Wetter | S&P 500 ® Index |
Portfolio | Portfolio Manager | Benchmark |
Voya Index Plus MidCap Portfolio | Vincent Costa, CFA and Steve Wetter | S&P MidCap 400 Index |
Voya Index Plus SmallCap Portfolio | Vincent Costa, CFA and Steve Wetter | S&P SmallCap 600 ® Index |
Voya Intermediate Bond Portfolio | Christine Hurtsellers, CFA and Matthew Toms, CFA | Barclays U.S. Aggregate Bond Index |
Voya Small Company Portfolio | Joseph Basset, CFA and James Hasso | Russell 2000 ® Index |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Christopher F. Corapi | [None] |
Christine Hurtsellers, CFA | [None] |
Paul Zemsky, CFA | [None] |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Christopher F. Corapi | [None] |
Vincent Costa, CFA | [None] |
Martin Jansen | [None] |
Maya Venkatraman | [None] |
James Ying, CFA | [None] |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Christopher F. Corapi | [None] |
Vincent Costa, CFA | [None] |
James Dorment, CFA | [None] |
Kristy Finnegan, CFA | [None] |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Vincent Costa, CFA | [None] |
Steve Wetter | [None] |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Vincent Costa, CFA | [None] |
Steve Wetter | [None] |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Vincent Costa, 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 Owned |
Joseph Basset, CFA | [None] |
James Hasso | [None] |
Portfolio Manager | Dollar Range of Fund Shares Allocated Under Deferred Compensation |
Christopher F. Corapi | $100,001-$500,000 |
Vincent Costa, CFA | $ 50,001-$100,000 |
Martin Jansen | $100,001-$500,000 |
Maya Venkatraman | $ 50,001-$100,000 |
James Ying, CFA | $ 10,001-$50,000 |
Portfolio | Type of Plan | Type of Fee | ||
Distribution Fee |
Shareholder
Service Fee |
Combined
Distribution and Shareholder Service Fee |
||
Voya Balanced Portfolio | ||||
Class S | Distribution Plan | 0.25% | N/A | N/A |
[Voya Global Equity Portfolio] | ||||
Class ADV |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Class S |
Distribution
and
Service Plan |
N/A | N/A | 0.25% |
Class S2 |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Class T | Distribution Plan | 0.50% | N/A | N/A |
Class T | Shareholder Service Plan | N/A | 0.25% | N/A |
[Voya Government Money Market Portfolio] | ||||
Class ADV |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Class S | Distribution Plan | 0.25% | N/A | N/A |
Class S2 |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Growth and Income Portfolio | ||||
Class ADV |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Class S | Distribution Plan | 0.25% | N/A | N/A |
Class S2 |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Index Plus LargeCap Portfolio | ||||
Class S |
Distribution
and
Service Plan |
N/A | N/A | 0.25% |
Class S2 |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Index Plus MidCap Portfolio | ||||
Class S |
Distribution
and
Service Plan |
N/A | N/A | 0.25% |
Class S2 |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Index Plus SmallCap Portfolio | ||||
Class S |
Distribution
and
Service Plan |
N/A | N/A | 0.25% |
Class S2 |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Intermediate Bond Portfolio | ||||
Class ADV |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Class S | Distribution Plan | 0.25% | N/A | N/A |
Class S2 |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Voya Small Company Portfolio | ||||
Class ADV |
Distribution
and
Service Plan |
0.25% | 0.25% | N/A |
Class S |
Distribution
and
Service Plan |
N/A | N/A | 0.25% |
Portfolio | Class | Advertising | Printing | Salaries & Commissions | Broker Servicing | Miscellaneous | Total |
Voya Balanced Portfolio | I | [ ] | [ ] | [ ] | [ ] | [ ] | [ ] |
S | |||||||
[Voya Global Equity Portfolio] | ADV | ||||||
S | |||||||
[Voya Government Money Market Portfolio] | I | ||||||
S | |||||||
Voya Growth and Income Portfolio | ADV | ||||||
I | |||||||
S | |||||||
S2 | |||||||
Voya Index Plus LargeCap Portfolio | I | ||||||
S | |||||||
Voya Index Plus MidCap Portfolio | I | ||||||
S | |||||||
Voya Index Plus SmallCap Portfolio | I | ||||||
S | |||||||
Voya Intermediate Bond Portfolio | ADV | ||||||
I | |||||||
S | |||||||
S2 | |||||||
Voya Small Company Portfolio | ADV | ||||||
I | |||||||
S |
Portfolio | December 31, | ||
2015 | 2014 | 2013 | |
Voya Balanced Portfolio | $ 13,253 | $ 14,152 | |
[Voya Global Equity Portfolio] | $ 447,295 | $ 452,299 | |
[Voya Government Money Market Portfolio] | $ 269 | $ 337 | |
Voya Growth and Income Portfolio | $9,073,579 | $8,861,509 | |
Voya Index Plus LargeCap Portfolio | $ 331,356 | $ 330,256 | |
Voya Index Plus MidCap Portfolio | $ 322,812 | $ 322,031 | |
Voya Index Plus SmallCap Portfolio | $ 243,823 | $ 243,437 |
Portfolio | December 31, | ||
Voya Intermediate Bond Portfolio | $8,487,353 | $3,112,722 | |
Voya Small Company Portfolio | $ 321,277 | $ 340,301 |
Portfolio | December 31, | ||
2015 | 2014 | 2013 | |
Voya Balanced Portfolio | $ 471,642 | $ 552,848 | |
[Voya Global Equity Portfolio] | $ 291,771 | $ 201,926 | |
[Voya Government Money Market Portfolio] | $ 0 | $ 0 | |
Voya Growth and Income Portfolio | $5,378,928 | $3,140,495 | |
Voya Index Plus LargeCap Portfolio | $ 612,330 | $ 601,828 |
Portfolio | December 31, | ||
Voya Index Plus MidCap Portfolio | $ 847,765 | $ 817,094 | |
Voya Index Plus SmallCap Portfolio | $ 294,623 | $ 340,313 | |
Voya Intermediate Bond Portfolio | $ 285,214 | $ 84,970 | |
Voya Small Company Portfolio | $ 452,731 | $ 579,174 |
Portfolio | Security Description | Market Value |
Voya Balanced Portfolio | [ ] | [ ] |
[Voya Global Equity Portfolio] | ||
[Voya Government Money Market Portfolio] | ||
Voya Growth and Income Portfolio | ||
Voya Index Plus LargeCap Portfolio | ||
Voya Index Plus MidCap Portfolio | ||
Voya Intermediate Bond Portfolio | ||
Voya Small Company Portfolio |
• | Likelihood of payment — capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
• | Nature of and provisions of the obligation and the promise we impute; |
• | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
• | Amortization schedule — the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment — the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
PROXY VOTING PROCEDURES AND GUIDELINES
VOYA FUNDS
VOYA INVESTMENTS, LLC
DIRECTED SERVICES LLC
Date Last Revised: November 19, 2015
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: November 19, 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: November 19, 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:
· |
Vote is cast in circumstances where the Procedures and Guidelines provides no instruction and the Proxy Advisory Firm has made no recommendation on a matter, or |
· |
Vote is contrary to the Guidelines; provided that a vote will not be deemed to be Out-of-Guidelines if the Guidelines stipulate that primary consideration will be given to input from an Investment Professional, notwithstanding that the vote appears contrary to these Procedures and Guidelines and/or the proxy Advisory Firms recommendation . |
An Out-of-Guidelines vote is cast when the Compliance Committee or Proxy Group determines that the application of the Procedures and Guidelines is inapplicable or inappropriate under the circumstances of a case. Such votes include, but are not limited to votes cast on the recommendation of an 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
Page | 4
Revision Date: November 19, 2015
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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 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.
Page | 5
Revision Date: November 19, 2015
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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.
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: November 19, 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. |
Page | 7
Revision Date: November 19, 2015
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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 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.
Page | 8
Revision Date: November 19, 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:
· |
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. |
· |
A record of each vote cast on behalf of a Fund. |
· |
A copy of any Advisor-created document that was material to making a proxy vote decision, or that memorializes the basis for that decision. |
· |
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. |
· |
A record of all recommendations from Investment Professionals to vote contrary to the Guidelines. |
· |
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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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 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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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:
· |
The company or market transitions to better practices ( e.g ., having committed to new regulations or governance codes); |
· |
The market standard is stricter than the Funds guidelines; or |
· |
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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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.
· |
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. |
· |
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. |
· |
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). |
· |
However, WITHHOLD support from such non-independent directors as described above if they are members of the audit or remuneration (compensation) committees. |
· |
WITHHOLD support from non-independent director or bundled slates if the boards independence cannot be ascertained due to inadequate disclosure. |
· |
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:
· |
The founding family has retained undue influence over the company despite a history of scandal or problematic controls; and |
· |
The directors have engaged in protectionist activities such as introduction of a poison pill or preferential and/or dilutive share issuances; or |
· |
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 :
· |
The top executive(s) if the board does not include at least one outside director. |
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At companies with controlling shareholders :
· |
The top executive(s) if the board does not include at least two independent directors. |
At companies with a three-committee structure :
· |
Non-independent outside directors if the board is not majority independent. |
· |
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:
· |
Bundled slates of directors ( e.g. , Canada , France , Hong Kong , or Spain ); |
· |
Simultaneous reappointment of retiring directors ( e.g. , South Africa ); |
· |
In markets with term lengths capped by regulation or market practice, directors whose terms exceed the caps or are not disclosed; or |
· |
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:
· |
An unqualified candidate will not be supported simply to effect a protest vote; |
· |
A candidate will not be supported if the candidates agenda is not in line with the long-term best interests of the company; or |
· |
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:
· |
They sit on the audit or remuneration (compensation) committee; |
· |
The full board serves as the audit or remuneration (compensation) committee; or |
· |
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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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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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:
· |
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. |
· |
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: |
¡ |
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. |
· |
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. |
· |
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. |
· |
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.) |
· |
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. |
· |
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. |
· |
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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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. WITHHOLD support from audit chair or, if not standing for election, a member of the audit committee under consideration, and the companys CEO and CFO, if nominated as directors and under consideration, if the audit committee failed to remediate known on-going material weaknesses in the companys internal controls for more than a year.
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.
WITHHOLD support from directors when the Proxy Advisory Firm recommends withholding support due to the board unilaterally adopting by-law amendments that have a negative impact on existing shareholder rights or functions as a diminution of shareholder rights. Consider on a CASE-BY-CASE basis if all directors are under consideration.
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:
· |
The scandal or shortfall in controls took place at the company, or an affiliate, for which the director is being considered; |
· |
Culpability can be attributed to the director ( e.g. , director manages or audits the relevant function); and |
· |
The director has been directly implicated, with resulting arrest and criminal charge or regulatory sanction. |
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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.
If the company did not have a staggered board structure and 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; or if neither is standing for election, WITHHOLD support from all continuing directors.
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:
· |
The issue relevant to the majority negative vote has been adequately addressed or cured, which may include disclosure of the boards rationale; or |
· |
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.
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.
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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 (International)
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).
2- | Compensation |
Frequency of Advisory Votes on Executive Compensation
Vote FOR proposals seeking an annual say on pay, and AGAINST those seeking less frequent.
Proposals to Provide an Advisory Vote on Executive Compensation ( Canada )
Vote FOR , with a preference for an ANNUAL vote.
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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 or performance 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 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. |
Golden Parachutes
Votes with respect to Golden Parachutes should be determined on a CASE-BY-CASE basis. Features that will be considered include:
● |
Single- or modified-single-trigger cash severance. |
● |
Excessive payout. |
● |
Recent material amendments or new agreements that incorporate problematic features. |
● |
CEO/NEO remains employed by merged/acquired company. |
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). |
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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
Review on a CASE-BY-CASE basis long-term incentive plans that are inadequately aligned with shareholders because the performance period is too short or they lack an appropriate equity component.
Vote AGAINST long-term incentive plans that are lack an equity component (cash-based only), unless the executives already hold significant equity positions. In such cases, 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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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.
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.
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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 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.
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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. |
With respect to article amendments for Japanese companies:
· |
Vote FOR management proposals to amend a companys articles to expand its business lines in line with its current industry; consider on a CASE-BY-CASE basis if the new business line is completely unrelated or not disclosed. |
· |
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. |
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· |
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 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 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.
Right to Call Special Meetings
Consider management proposals to permit shareholders to call special meetings on a CASE-BY-CASE basis.
Vote FOR shareholder proposals that provide shareholders with the ability to call special meetings when either of the following applies:
· |
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 on business combinations/actions ( e.g ., a merger or acquisition) and on bylaw or charter amendments; 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.
Vote FOR shareholder proposals seeking the right to act by written consent if the above conditions are not present.
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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. |
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. |
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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.
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.
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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 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.
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.
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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.
Vote AGAINST 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, unless the Proxy Advisory Firms approach to evaluating such requests results in support of the proposal.
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.
Page | 31
Revision Date: November 19, 2015
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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.
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. |
Page | 32
Revision Date: November 19, 2015
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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. |
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. |
Page | 33
Revision Date: November 19, 2015
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisors
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: November 19, 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: November 19, 2015
VOYA INTERMEDIATE BOND PORTFOLIO
(REGISTRANT)
PART C: OTHER INFORMATION
ITEM 28. EXHIBITS
(a) |
(1) |
Amended and Restated Declaration of Trust dated May 1, 2002 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
||||
(2) |
Certificate of Amendment of Declaration of Trust dated June 26, 2002 Filed as an Exhibit to Post- Effective Amendment No. 57 to the Registrants Form N-1A Registration Statement on April 30, 2003 and incorporated herein by reference. |
|||||
(3) |
Certificate Evidencing Establishment and Declaration of Classes of Shares dated June 20, 2003 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(4) |
Certificate of Amendment of Declaration of Trust, effective August 6, 2004 Filed as an Exhibit to Post- Effective Amendment No. 60 to the Registrants Form N-1A Registration Statement on February 11, 2005 and incorporated herein by reference. |
|||||
(5) |
Re-Designation of Classes of Shares of Beneficial Interest, effective April 30, 2004, (redesignation of Class R shares Class I shares) Filed as an Exhibit to Post-Effective Amendment No. 60 to the Registrants Form N-1A Registration Statement on February 11, 2005 and incorporated herein by reference. |
|||||
(6) |
Establishment and Designation of Classes of Shares of Beneficial Interest, $1.00 Par Value, effective April 29, 2005, (Issuance of Class ADV Shares). Filed as an exhibit to Post-Effective Amendment No. 62 to the Registrants Form N-1A Registration Statement on April 28, 2005 and incorporated herein by reference. |
|||||
(7) |
Establishment and Designation of Classes of Shares of Beneficial Interest, $1.00 Par Value, effective February 3, 2009, (Issuance of Class S2 Shares). Filed as an exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on February 20, 2009 and incorporated herein by reference. |
|||||
(8) |
Certificate of Amendment of Declaration of Trust, effective May 1, 2009 Filed as an exhibit to Post- Effective Amendment No. 73 to the Registrants Form N-1A Registration Statement on April 30, 2009 and incorporated herein by reference. |
|||||
(9) |
Certificate of Amendment of Amended and Restated Declaration of Trust and Redesignation of Series effective May 1, 2014 Filed as an exhibit to Post-Effective Amendment No. 86 to the Registrants Form N-1A Registration Statement on April 28, 2014 and incorporated herein by reference. |
|||||
(b) |
Second Amended and Restated Bylaws Filed as an Exhibit to Post-Effective Amendment No. 64 to the Registrants Form N-1A Registration Statement on April 27, 2004 and incorporated herein by reference. |
|||||
(i) |
Amendment dated March 11, 2010 to the Second Amended and Restated Bylaws Filed as an Exhibit to Post-Effective Amendment No. 77 to the Registrants Form N-1A Registration Statement on April 25, 2011 and incorporated herein by reference. |
|||||
(c) |
Instruments Defining Rights of Holders Filed as an Exhibit to Post-Effective Amendment No. 46 to the Registrants Form N-1A Registration Statement on June 7, 1996 and incorporated herein by reference. |
(d) |
(1) |
Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Intermediate Bond Portfolio dated November 18, 2014, as amended and restated May 1, 2015 Filed herein. |
||||
(i) |
Waiver letter dated May 1, 2015 to the Investment Management Agreement dated November 18, 2014 as amended and restated May 1, 2015 with respect to Voya Intermediate Bond Portfolio Filed as an exhibit to Post-Effective Amendment No. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
|||||
(2) |
Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 Filed as an exhibit to Post-Effective Amendment No. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
|||||
(3) |
Expense Limitation Agreement between Voya Intermediate Bond Portfolio and Voya Investments, LLC dated November 18, 2014 Filed as an exhibit to Post-Effective Amendment No. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
|||||
(e) |
(1) |
Distribution Agreement between Voya Intermediate Bond Portfolio and Voya Investments Distributor, LLC dated November 18, 2014 Filed as an exhibit to Post-Effective Amendment No. 88 to the Registrants Form N-1A Registration Statement on February 11, 2015 and incorporated herein by reference. |
||||
(f) |
Directors Deferred Compensation Plan dated September 24, 1997 Filed as an Exhibit to Post-Effective Amendment No. 48 to the Registrants Form N-1A Registration Statement on April 27, 1998 and incorporated herein by reference. |
|||||
(g) |
(1) |
Custody Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
||||
(i) |
Amended Exhibit A dated February 9, 2015, to the Custody Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an exhibit to Post-Effective Amendment No. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 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. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(i) |
Amended Exhibit A dated February 9, 2015, 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. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
|||||
(ii) |
Amended Schedule 2 dated as of 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. 73 to the Registrants Form N-1A Registration Statement on April 30, 2009 and incorporated herein by reference. |
|||||
(3) |
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. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(i) |
Amended Exhibit A dated February 9, 2015, 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. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
C - 2
(h) |
(1) |
License Agreement between Aetna Life Insurance Company and Aetna Income Shares, Inc. dated March 2, 1973 Filed as an Exhibit to Post-Effective Amendment No. 47 to the Registrants Form N-1A Registration Statement on April 11, 1997 and incorporated herein by reference. |
||||
(2) |
Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(i) |
Amended Exhibit A dated February 9, 2015, 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. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
|||||
(3) |
Allocation Agreement (Investment Company Blanket Bond) dated September 24, 2003 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(i) |
Amended Schedule A dated April 2007 to the Allocation Agreement (Investment Company Blanket Bond) September 24, 2003 Filed as an exhibit to Post-Effective Amendment No. 68 to the Registrants Form N-1A Registration Statement on April 25, 2008 and incorporated herein by reference. |
|||||
(4) |
Allocation Agreement (Directors and Officers Liability) dated September 26, 2002 Filed as an exhibit to Post-Effective Amendment No. 66 to the Registrants Form N-1A Registration Statement on April 27, 2007 and incorporated herein by reference. |
|||||
(i) |
Amended Schedule A dated April 2007 to the Allocation Agreement (Directors and Officers Liability) September 26, 2003 Filed as an exhibit to Post-Effective Amendment No. 68 to the Registrants Form N-1A Registration Statement on April 25, 2008 and incorporated herein by reference. |
|||||
(5) |
Transfer Agency Services Agreement between Voya Intermediate Bond Portfolio and BNY Mellon Investment Servicing (U.S.) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) dated February 25, 2009 Filed as an exhibit to Post-Effective Amendment No. 73 to the Registrants Form N-1A Registration Statement on April 30, 2009 and incorporated herein by reference. |
|||||
(i) |
Amendment effective February 8, 2011 to the Transfer Agency Services Agreement dated February 25, 2009 Filed as an Exhibit to Post-Effective Amendment No. 77 to the Registrants Form N-1A Registration Statement on April 25, 2011 and incorporated herein by reference. |
|||||
(ii) |
Amended Exhibit A, effective May 23, 2014, to the Transfer Agency Services Agreement dated February 25, 2009 Filed as an exhibit to Post-Effective Amendment No. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
|||||
(6) |
Participation Agreement between Voya Intermediate Bond Portfolio (formerly, ING Intermediate Bond Portfolio), ReliaStar Life Insurance Company, and Voya Investments Distributor, LLC (formerly, ING Investments Distributor, LLC) dated May 1, 2002 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
C - 3
(i) |
Amendment, executed September 22, 2003 to the Participation Agreement between Voya Intermediate Bond Portfolio, ReliaStar Life Insurance Company, and Voya Investments Distributor, LLC dated May 1, 2002 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(7) |
Participation Agreement between Voya Intermediate Bond Portfolio (formerly, ING Intermediate Bond Portfolio), ReliaStar Life Insurance Company of New York, and Voya Investments Distributor, LLC (formerly, ING Investments Distributor, LLC) dated May 1, 2002 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(8) |
Participation Agreement between Voya Intermediate Bond Portfolio (formerly, ING Intermediate Bond Portfolio), Security Life of Denver Insurance Company, and Voya Investments Distributor, LLC (formerly, ING Investments Distributor, LLC) dated May 1, 2001 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(9) |
Participation Agreement between Voya Intermediate Bond Portfolio (formerly, ING Intermediate Bond Portfolio), Southland Life Insurance Company, and Voya Investments Distributor, LLC (formerly, ING Investments Distributor, LLC) dated May 1, 2001 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(10) |
Participation Agreement between Aetna Insurance Company of America, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(i) |
Amendment No. 1, executed May 1, 2000, to the Participation Agreement between Aetna Insurance Company of America, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(ii) |
Amendment No. 2 executed June 26, 2001, to the Participation Agreement between Aetna Insurance Company of America, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(11) |
Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(i) |
Amendment, executed November 9, 1998, to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
C - 4
(ii) |
Amendment, executed June 1, 1999, to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(iii) |
Second Amendment, executed December 31, 1999, to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(iv) |
Third Amendment, executed February 11, 2000, to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(v) |
Fourth Amendment, executed May 1, 2000, to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(vi) |
Fifth Amendment, executed February 27, 2001, to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(vii) |
Sixth Amendment, executed June 19, 2001, to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated May 1, 1998 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(12) |
Fund Participation Agreement between Golden American Life Insurance Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aeltus Investment Management, Inc. dated July 16, 2001 Filed as an exhibit to Post-Effective Amendment No. 59 to the Registrants Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
|||||
(i) |
(1) |
Opinion and consent of counsel regarding the legality of the securities being registered with regard to Class ADV shares Filed as an exhibit to Post-Effective Amendment No. 62 to the Registrants Form N- 1A Registration Statement on April 28, 2005 and incorporated herein by reference. |
||||
(2) |
Opinion of counsel regarding the legality of securities being registered with regard to Class S2 shares Filed as an exhibit to Post-Effective Amendment No. 72 to the Registrants Form N-1A Registration Statement on February 20, 2009 and incorporated herein by reference. |
C - 5
(j) |
(1) |
Consent of Goodwin Procter LLP To be filed by subsequent Post-Effective Amendment. |
||||
(2) |
Consent of KPMG LLP To be filed by subsequent Post-Effective Amendment. |
|||||
(k) |
N/A |
|||||
(l) |
N/A |
|||||
(m) |
(1) |
Second Amended and Restated Distribution Plan for Class S shares, effective September 12, 2014 Filed as an exhibit to Post-Effective Amendment No. 88 to the Registrants Form N-1A Registration Statement on February 11, 2015 and incorporated herein by reference. |
||||
(2) |
Second Amended and Restated Shareholder Service and Distribution Plan for Class ADV shares, effective September 12, 2014 Filed as an exhibit to Post-Effective Amendment No. 88 to the Registrants Form N-1A Registration Statement on February 11, 2015 and incorporated herein by reference. |
|||||
(3) |
Second Amended and Restated Shareholder Service and Distribution Plan for Class S2 shares, effective September 12, 2014 Filed as an exhibit to Post-Effective Amendment No. 88 to the Registrants Form N-1A Registration Statement on February 11, 2015 and incorporated herein by reference. |
|||||
(i) |
Side Agreement dated May 1, 2015 to the Amended and Restated Shareholder Service and Distribution Plan for Class S2 Shares effective September 12, 2014 Filed as an exhibit to Post- Effective Amendment No. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
|||||
(n) |
Second Amended and Restated Multi-Class Plan pursuant to Rule 18f-3 for ING Intermediate Bond Portfolio, effective February 28, 2009 Filed as
an exhibit to Post-Effective Amendment No. 72 to the Registrants
|
|||||
(o) |
N/A |
|||||
(p) |
(1) |
Voya Funds and Advisers Code of Ethics amended January 1, 2015 Filed as an exhibit to Post-Effective Amendment No. 89 to the Registrants Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
[The Registrant beneficially owns more than 25% of Voya Separate Portfolios Trust.]
ITEM 30. INDEMNIFICATION
Article 5.3 of Voya Intermediate Bond Portfolios Amended and Restated Declaration of Trust, as amended, provides the following:
5.3 Indemnification. The Trust shall indemnify its trustees and officers, and any person who serves at the request of the Trust as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise as follows:
(a) | Every person who is or has been a trustee or officer of the Trust and persons who serve at the Trusts request as director or officer of another corporation, partnership, joint venture, trust, or other enterprise shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid in connection with any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind in which he/she becomes involved as a party or otherwise by virtue of being or having been a trustee or officer of the Trust or of another corporation, partnership, joint venture, trust, or other enterprise at the request of the Trust and against amounts paid or incurred in the settlement thereof. |
C - 6
(b) | The words claim, action, suit, or proceeding shall apply to all claims, actions, suits, or proceedings (civil, criminal, administrative, legislative, investigative, or other, including appeals), actual or threatened, and the words liability and expenses shall include, without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties, and other liabilities. |
(c) | No indemnification shall be provided hereunder to a trustee, officer, employee, or agent against any liability to the Trust, a Series thereof, or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of office. |
(d) | The right of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable; shall not affect any other rights to which any trustee, officer, employee, or agent may now or hereafter be entitled; shall continue as to a person who has ceased to be such trustee, officer, employee, or agent; and shall inure to the benefit of the heirs, executors, and administrators of such a person. |
(e) | In the absence of a final decision on the merits by a court or other body before which such proceeding was brought, an indemnification payment will not be made, except as provided in paragraph (f) of this Article, unless in the absence of such a decision, a reasonable determination based upon a factual review has been made: (i) by a majority vote of a quorum of non-party trustees who are not interested persons of the Trust, or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. |
(f) | The Trust further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against a trustee or officer of the Trust will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for this undertaking; (ii) the Trust is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party trustees or independent legal counsel in a written opinion shall have determined, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe the indemnitee ultimately will be entitled to indemnification. |
(g) | No amendment of this Declaration or repeal of any of its provisions shall limit or eliminate the rights of indemnification provided hereunder with respect to acts or omission occurring prior to such amendment or repeal. |
In addition, Voya Intermediate Bond Portfolios officers and trustees are currently covered under a directors and officers errors and omissions liability insurance policy issued by ICI Mutual Insurance Company, which expires March 31, 2017.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the 1933 Act) may be permitted to trustees, officers, and controlling persons of Voya Intermediate Bond Portfolio pursuant to the foregoing provisions or otherwise, Voya Intermediate Bond Portfolio has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Voya Intermediate Bond Portfolio of expenses incurred or paid by a trustee, officer, or controlling person of Voya Intermediate Bond Portfolio in connection with the successful defense of any action, suit, or proceeding) is asserted by such trustee, officer, or controlling person in connection with the shares being registered, Voya Intermediate Bond Portfolio 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 Act and be governed by final adjudication of such issue.
C - 7
Pursuant to Indemnification Agreements between the Trust and each Independent Trustee, the Trust indemnifies each Independent Trustee against any liabilities resulting from the Independent Trustees serving in such capacity, provided that the Independent Trustee has not engaged in certain disabling conduct.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF ADVISER
Information as to the trustees and officers of Voya Investments, LLC, 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 Voya Investments, LLC 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 by reference thereto.
Information as to the trustees and officers of Voya Investment Management Co. LLC (Voya IM), together with information as to any other business, profession, vocation, or employment of a substantial nature engaged in by the trustees and officers of Voya IM in the last two years is included on its application for registration as an investment adviser on Form ADV (File No. 801-9046) filed under the Investment Advisers Act of 1940, as amended, and is incorporated by reference thereto.
ITEM 32. PRINCIPAL UNDERWRITER
(a) | Voya Investments Distributor, LLC is the principal underwriter for Voya Balanced Portfolio, Inc.; Voya Equity Trust; Voya Funds Trust; Voya Intermediate Bond Portfolio; Voya Investors Trust; Voya Mutual Funds; Voya Money Market Portfolio; 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. |
(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 Securities Exchange Act of 1934 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 of 1940, as amended, and the rules promulgated thereunder are maintained at the offices of (a) ING Intermediate Bond Portfolio, (b) the Investment Adviser, (c) the Distributor, (d) the Custodian, (e) the Transfer Agent, and (f) the Sub-Adviser. The address of each is as follows:
(a) | Voya Intermediate Bond Portfolio |
7337 East Doubletree Ranch Rd., Suite 100
Scottsdale, Arizona 85258
(b) | Voya Investments, LLC |
7337 East Doubletree Ranch Rd., Suite 100
Scottsdale, Arizona 85258
(c) | Voya Investments Distributor, LLC |
7337 East Doubletree Ranch Rd., Suite 100
Scottsdale, Arizona 85258
C - 8
(d) | The Bank of New York Mellon |
225 Liberty Street
New York, NY 10286
(e) | BNY Mellon Investment Servicing (U.S.) Inc. |
301 Bellevue Parkway
Wilmington, Delaware 19809
(f) | Voya Investment Management Co. LLC |
230 Park Avenue
New York, New York 10169
ITEM 34. MANAGEMENT SERVICES
Not Applicable.
ITEM 35. UNDERTAKINGS
Not Applicable.
C - 9
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. 91 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale and the State of Arizona on the 16 th day of February, 2016.
VOYA INTERMEDIATE BOND PORTFOLIO | ||
By: |
/s/ Huey P. Falgout Jr. |
|
Huey P. Falgout Jr. | ||
Secretary |
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below 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 |
February 16, 2016 | ||||
Todd Modic* |
Senior Vice President and
Chief/Principal Financial Officer |
February 16, 2016 | ||||
|
Trustee | February 16, 2016 | ||||
Colleen D. Baldwin* |
||||||
|
Trustee | February 16, 2016 | ||||
John V. Boyer * |
||||||
|
Trustee | February 16, 2016 | ||||
Patricia Chadwick * |
||||||
|
Trustee | February 16, 2016 | ||||
Peter S. Drotch* |
||||||
|
Trustee | February 16, 2016 | ||||
Martin J. Gavin* |
||||||
|
Trustee | February 16, 2016 | ||||
Russell H. Jones* |
||||||
|
Trustee | February 16, 2016 | ||||
Patrick W. Kenny* |
||||||
|
Trustee | February 16, 2016 | ||||
Joseph E. Obermeyer* |
||||||
|
Trustee | February 16, 2016 | ||||
Sheryl K. Pressler* |
||||||
|
Trustee | February 16, 2016 | ||||
Christopher P. Sullivan* |
||||||
|
Trustee | February 16, 2016 |
C - 10
Roger B. Vincent*
*By: | ||
/s/ Huey P. Falgout Jr. |
||
Huey P. Falgout Jr. | ||
Attorney-in-Fact** |
** | Powers of attorney for Todd Modic and each Trustee are attached hereto. |
C - 11
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2, and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT OF 1933 |
INVESTMENT COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Colleen D. Baldwin
|
Colleen D. Baldwin |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT OF 1933 |
INVESTMENT COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ John V. Boyer
|
John V. Boyer |
Chairperson and Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT OF 1933 |
INVESTMENT COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Patricia W. Chadwick
|
Patricia W. Chadwick |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT OF 1933 |
INVESTMENT COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Peter S. Drotch
|
Peter S. Drotch |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2, and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT OF 1933 |
INVESTMENT COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of August 1, 2015.
/s/ Martin J. Gavin
|
Martin J. Gavin |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT OF 1933 |
INVESTMENT COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410 811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Russell H. Jones
|
Russell H. Jones |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT OF 1933 |
INVESTMENT COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Patrick W. Kenny
|
Patrick W. Kenny |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Officer and Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT
OF 1933 |
INVESTMENT
COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Shaun P. Mathews
|
Shaun P. Mathews |
President and Chief Executive Officer and Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Officer, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, and Shaun P. Mathews, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT
OF 1933 |
INVESTMENT
COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Todd Modic
|
Todd Modic |
Senior Vice President, Chief/Principal Financial |
Officer and Assistant Secretary |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT
OF 1933 |
INVESTMENT
COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Joseph E. Obermeyer
|
Joseph E. Obermeyer |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT
OF 1933 |
INVESTMENT
ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Sheryl K. Pressler
|
Sheryl K. Pressler |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2, and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT
OF 1933 |
INVESTMENT
COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of October 1, 2015.
/s/ Christopher P. Sullivan |
Christopher P. Sullivan |
Director and Trustee |
POWER OF ATTORNEY
I, the undersigned Director/Trustee, on behalf of the following Registered Investment Companies, constitute and appoint Huey P. Falgout, Jr., Theresa K. Kelety, Shaun P. Mathews, and Todd Modic, each of them individually, the true and lawful attorneys-in-fact and agents, with full power to each of them to sign for me, and in my name and in the capacity indicated below, as the case may be, any and all Registration Statements on Form N-1A, Form N-2 and Form N-14, and any amendments thereto, under the Securities Act of 1933 and under the Investment Company Act of 1940, and to file with the Securities and Exchange Commission and any other regulatory authority having jurisdiction over the offer and sale of shares, any and all such Registration Statements under the Securities Act of 1933 and the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and any and all exhibits and other documents required in connection therewith, granting unto said attorneys-in-fact, each of them individually, full power and authority to do and perform each and every act deemed required and necessary to comply with the Securities Act of 1933 and the Investment Company Act of 1940.
REGISTRANT |
SECURITIES ACT
OF 1933 |
INVESTMENT
COMPANY ACT OF 1940 |
||||||
Voya Asia Pacific High Dividend Equity Income Fund | 333-139981 | 811-22004 | ||||||
Voya Balanced Portfolio, Inc. | 33-27247 | 811-5773 | ||||||
Voya Emerging Markets High Dividend Equity Fund | 333-168091 | 811-22438 | ||||||
Voya Equity Trust | 333-56881 | 811-8817 | ||||||
Voya Funds Trust | 333-59745 | 811-8895 | ||||||
Voya Global Advantage and Premium Opportunity Fund | 333-126570 | 811-21786 | ||||||
Voya Global Equity Dividend and Premium Opportunity Fund | 333-114333 | 811-21553 | ||||||
Voya Infrastructure, Industrials and Materials Fund | 333-147343 | 811-22144 | ||||||
Voya Intermediate Bond Portfolio | 2-47232 | 811-2361 | ||||||
Voya International High Dividend Equity Income Fund | 333-142112 | 811-22051 | ||||||
Voya Investors Trust | 33-23512 | 811-5629 | ||||||
Voya Money Market Portfolio | 2-53038 | 811-2565 | ||||||
Voya Mutual Funds | 33-56094 | 811-7428 | ||||||
Voya Natural Resources Equity Income Fund | 333-138186 | 811-21938 | ||||||
Voya Partners, Inc. | 333-32575 | 811-08319 | ||||||
Voya Prime Rate Trust |
333-203624 (5mil)
333-203653 (25mil) |
811-5410
811-5410 |
||||||
Voya Senior Income Fund | 333-192499 | 811-10223 | ||||||
Voya Separate Portfolios Trust | 333-141111 | 811-22025 | ||||||
Voya Strategic Allocation Portfolios, Inc. | 33-88334 | 811-8934 | ||||||
Voya Series Fund, Inc. | 33-41694 | 811-6352 | ||||||
Voya Variable Funds | 2-51739 | 811-2514 | ||||||
Voya Variable Insurance Trust | 333-83071 | 811-9477 | ||||||
Voya Variable Portfolios, Inc. | 333-05173 | 811-7651 | ||||||
Voya Variable Products Trust | 33-73140 | 811-8220 |
This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of July 9, 2015.
/s/ Roger B. Vincent
|
Roger B. Vincent |
Director/Trustee |
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
(d)(1) |
Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Intermediate Bond Portfolio dated November 18, 2014, as amended and restated May 1, 2015 |
(d)(1)
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
VOYA INTERMEDIATE BOND PORTFOLIO
AGREEMENT dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Intermediate Bond Portfolio (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 common stock 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 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 Trust, 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-Adviser Agreement). The Trust 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: (1) continually evaluate the performance of any Sub-Adviser to the Trust; and (2) periodically make recommendations to the Trusts Board of Trustees regarding the results of its evaluation and monitoring functions. The Trust recognizes that, subject to the approval of the Board of Trustees of the Trust, a Sub-Advisers services may be terminated or modified and that the Manager may appoint a new Sub-Adviser for a Series, subject to the applicable SEC order.
2. Management Services of the Manager .
(a) Advisory Services.
The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act) and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Trustees of the Trust, the Manager shall provide the following advisory, management, and other services with respect to the Series (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) |
Provide general investment advice and guidance with respect to the Series and provide advice and guidance to the Trusts Trustees, and oversee the management of the investments of the Series and the composition of each Series portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series investment objective or objectives and policies as stated in the Trusts registration statement, as may be supplemented or amended from time to time (the Registration Statement), which management may be provided directly by the Manager, as provided in Section 2(b) of this Agreement by, or by others selected by the Manager and approved by the Board of Trustees as provided in Section 2(c) of this Agreement; |
(ii) |
Render to the Board of Trustees of the Trust such periodic and special reports as the Board of Trustees may reasonably request; and |
(iii) |
Make available its officers and employees to the Board of Trustees and officers of the Trust for consultation and discussions regarding the administration and management of the Series and services provided to the Trust under this Agreement. |
(b) Investment Advisory Authority.
When rendering Advisory Services directly to a Series, the Manager, subject to the supervision of the Trusts Board of Trustees, 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, or any offering, of the securities, cash, and other investments contained in the portfolio. The Manager will provide investment research
2
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 filed with the SEC, as amended. 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. 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 of Trustees, and the provisions of the Registration Statement. |
(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 of Trustees, but shall not be obligated to, aggregate the 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. |
3
(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 of Trustees, 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 in complying with the 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 of Trustees on the investment program for the Series and the issuers and securities represented in the Series portfolio, and will furnish the Trusts Board of Trustees 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 Prospectus and/or Statement of Additional Information for the Trust, 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, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firms risk in positioning a block of securities. Accordingly, the price to the 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 Manager 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 Board of Trustees 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 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 |
4
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 Trustees 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; |
(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-Adviser Agreement; |
5
(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-Adviser 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 each Series it manages, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable laws; |
(ix) |
If appropriate, analyze and recommend for consideration by the Trusts Board of Trustees termination of a Sub-Adviser Agreement 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 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. |
6
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 Trustees 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. 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.
6. 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.
(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.
7. 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 6(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 Trust and the Manager.
7
8. Liability of the Manager .
(a) General.
In providing Advisory 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 incurred in connection with, any act or omission connected with or arising out of any Advisory 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. 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 incurred in connection with, any act or omission by a Sub-Adviser or any of the Sub-Advisers stockholders or partners, officers, directors, employees, or agents connected with or arising out of any services rendered under a Sub-Adviser Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Managers duties under this Agreement, or by reason of reckless disregard of the Managers obligations and duties under this Agreement. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets and property of that Series only, and not against the assets or property of any other series of the Trust.
(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/trustees, employees, or agents shall be subject to any liability for, or any damages, expenses, or losses 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 8(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 director, 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. |
8
(ii) |
Notwithstanding anything in Section 8 or elsewhere in this Agreement, the Manager shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(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 8(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 8(c)(ix) of this Agreement. |
(v) |
The parties expressly acknowledge that this Section 8(c) confers rights and remedies upon the Trust and each Independent Trustee, including the right to enforce the indemnification provided for in Sections 8(c)(iii) and 8(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 8(c), shall remain in effect after the termination of this Agreement. |
(vi) |
The indemnification of the Trust provided for in Section 8(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. |
9
(vii) |
The indemnification of an Independent Trustee provided in Sections 8(c)(iii) and 8(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 8(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 8(a) and 8(b) shall not apply to a claim for indemnification under this Section 8(c). |
9. Continuation and Termination . With respect to each Series identified as a Series on Schedule A as in effect on the date of this Agreement, unless earlier terminated as provided herein with respect to any such Series, this Agreement shall continue in full force and effect through November 17, 2016 . Thereafter, unless earlier terminated with respect to such 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: (1) the vote of a majority of the Board of Trustees of the Trust; or (2) 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 added to Schedule A hereto as a Series after the date of this Agreement, this Agreement shall become effective on the later of: (1) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement; or (2) 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 Trust or the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless earlier terminated as provided herein
10
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: (1) the vote of a majority of the Board of Trustees of the Trust; or (2) 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.
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 approve or continue this Agreement with respect to such Series notwithstanding: (1) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series; or (2) 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 Trustees 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.
10. 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 of Trustees and the Manager.
11. Use of Names . 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 Voya Investments, LLC 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 Articles of Incorporation to change its name (if such Voya marks are included therein).
11
12. Miscellaneous .
(a) This Agreement is made for the benefit of the Trust and the Manager, and is not intended to benefit any third party or be enforceable by any third party.
(b) 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.
(c) 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.
(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.
(e) 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 INTERMEDIATE BOND PORTFOLIO | ||||
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 INTERMEDIATE BOND PORTFOLIO
and
VOYA INVESTMENTS, LLC
Series |
Annual Management Fee
|
|
Voya Intermediate Bond Portfolio |
0.50% on first $4 billion of assets; 0.48% on next $3 billion of assets; and 0.46% thereafter |
A-1
SCHEDULE B
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
VOYA INTERMEDIATE BOND PORTFOLIO
and
VOYA INVESTMENTS, LLC
EXCLUDED SERVICES
As set forth in Section 2 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement.
1. | Underwriting or distribution services of the sort provided by the underwriter or distributor to a Series |
2. | Distribution or shareholder services provided to a Series pursuant to a plan, whether or not adopted under Rule 12b-1 promulgated under the 1940 Act |
3. | Custody services such as those currently provided by The Bank of New York Mellon and State Street Bank |
4. | Fund accounting services of the sort currently provided by The Bank of New York Mellon and State Street Bank, inclusive of pricing services utilized by the fund accounting agents |
5. | Transfer agency and recordkeeping services provided by various brokers/dealers and other intermediaries |
6. | Transfer agency services such as those currently provided by The Bank of New York Mellon and Computershare Limited |
7. | Printing and postage for shareholder reports, prospectuses and statements of additional information such as is currently provided by Merrill Corporation, Universal Wilde, RR Donnelley & Sons Company and Broadridge Financial Solutions, Inc. |
8. | External counsel and legal services such as those currently provided to the Series or to the Independent Trustees by Ropes & Gray LLP and K&L Gates LLP |
9. | Audits and semi-annual reviews of financial statements, prospectuses and Form N-14 filings such as those currently provided by KPMG LLP |
10. | Tax consulting services, review of tax compliance and other tax services such as those currently provided by KPMG LLP |
11. | Fair value pricing services such as those currently provided by Interactive Data Corporation |
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 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 INTERMEDIATE BOND PORTFOLIO
and
VOYA INVESTMENTS, LLC
EXPENSES
# |
EXPENSE ITEM |
CURRENT VENDORS |
DESCRIPTION |
% Borne
by Manager |
ALLOCATION NOTE | |||||
Allocated Expenses |
||||||||||
1 | General Services |
KPMG LLP (17f-2
Audit Fees) |
Affiliated sub-custodian account test work
|
50% | ||||||
2 |
Fund Accounting/ Financial Reporting Services
|
Morgan Stanley GICS Direct License |
Industry Classification for equity securities for financial reporting
|
50% | Voya funds portion is limited to a maximum of $40,000. | |||||
3 | Fund Accounting/ Financial Reporting Services | RIMES Technologies Corporation |
Aggregated benchmark
|
60% | ||||||
4 | Proxy Voting Services |
Institutional
|
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% |
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