Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Voya Investments Distributor, LLC

The Distributor is a Delaware limited liability company with its principal offices at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. The Distributor is an indirect, wholly-owned ~~subsidiaries of Voya Financial, Inc. Voya Financial, Inc. is a~~ subsidiary ~~of ING Groep N.V. (“ING Groep”).~~

In October 2009, ING Groep submitted a restructuring plan (the “Restructuring Plan”) to the European Commission in order to receive approval for state aid granted to ING Groep by the Kingdom of the Netherlands in November 2008 and March 2009. To receive approval for this state aid, ING Groep was required to divest its insurance and investment management businesses, including Voya Financial, Inc. (formerly, ING U.S., Inc.), before the end of 2013. In November 2012, the Restructuring Plan was amended to permit ING Groep additional time to complete the divestment. Pursuant to the amended Restructuring Plan, ING Groep must divest at least 25% of Voya Financial, Inc. by the end of 2013, more than 50% by the end of 2014, and the remaining interest by the end of 2016 (such divestment, the “Separation Plan”).

In May 2013, Voya Financial, Inc. conducted an initial public offering of its common stock (the “IPO”). In October 2013, ING Groep divested additional shares in a secondary offering of common stock of Voya Financial, Inc. In March 2014, ING Groep divested additional shares, reducing its ownership

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~~interest in Voya Financial, Inc. below 50%. Voya Financial, Inc. did not receive any proceeds from these offerings.~~

ING Groep has stated that it intends to sell its remaining interest in Voya Financial, Inc. over time. While the base case for the remainder of the Separation Plan is the divestment of ING Groep’s remaining interest in one or more broadly distributed offerings, all options remain open and it is possible that ING Groep’s divestment of its remaining interest in Voya Financial, Inc. may take place by means of a sale to a single buyer or group of buyers.

It is anticipated that one or more of the transactions contemplated by the Separation Plan would result in the automatic termination of the existing investment advisory and sub-advisory agreements under which the Adviser and sub-adviser provide services to the Fund. In order to ensure that the existing investment advisory and sub-advisory services can continue uninterrupted, the Board approved new advisory and sub-advisory agreements for the Fund, as applicable, in connection with the IPO. Shareholders of the Fund approved the new investment advisory and sub-advisory agreements prompted by the IPO, as well as any future advisory and sub-advisory agreements prompted by the Separation Plan that are approved by the Board and whose terms are not materially different from the current agreements. This means that shareholders may not have another opportunity to vote on a new agreement with the Adviser or an affiliated sub-adviser even if they undergo a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of Voya Financial, Inc.

~~The Separation Plan, whether implemented through public offerings or other means, may be disruptive to the businesses~~ of Voya Financial, Inc. and its subsidiaries, including the Adviser and affiliated entities that provide services to the Fund, and may cause, among other things, interruption of business operations or services, diversion of management’s attention from day-to-day operations, reduced access to capital, and loss of key employees or customers. The completionis an affiliate of the ~~Separation Plan is expected to result~~Adviser. See “Principal Underwriter” in the ~~Adviser’s loss of access to the resources of ING Groep, which could adversely affect its business. Since~~SAI.

The Distributor is a ~~portion~~member of the ~~shares of Voya~~ Financial ~~as a standalone entity, are publicly held, it is subject to the reporting requirements of the Securities Exchange Act of 1934 as well as other U.S. government~~Industry Regulatory Authority, Inc. (“FINRA”). To obtain information about FINRA member firms and ~~state regulations, and subject to the risk of changing regulation.~~

~~The Separation Plan~~their associated persons, you may be implemented in phases. During the time that ING Groep retains a significant interest in Voya Financial, Inc., circumstances affecting ING Groep, including restrictions or requirements imposed on ING Groep by European and other authorities, may also affect Voya Financial, Inc. A failure to complete the Separation Plan could create uncertainty about the nature of the relationship between Voya Financial, Inc. and ING Groep, and could adversely affect Voya Financial, Inc. and the Adviser and its affiliates. Currently, the Adviser and its affiliates do not anticipate that the Separation Plan will have a material adverse impact on their operationscontact FINRA at www.finra.org or the ~~Fund and its operations.~~

Public Disclosure Hotline at 800-289-9999.

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Proposal One – Election of the Nominees

What is Proposal One?

The Board of Trustees for the Fund (the “Board”) has nominated 12 individuals (the “Nominees”) for election as Trustees of the Fund. Shareholders are being asked to elect ~~the Nominees~~each Nominee as ~~Trustees,~~a Trustee, each to serve until ~~their~~his or her death, resignation, or retirement orof until his or her successor is duly elected and qualified.

The Nominees include each of the current Trustees of the Board, 11 of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Such persons are commonly referred to as “Independent Trustees.” The remaining Nominee is considered an interested ~~person. Each Nominee~~person of the Fund, as defined in the 1940 Act. The Nominees has consented to serve as a Trustee and to being named in this Proxy Statement.

Please read the section entitled “Further Information about the Trustees and Officers” before voting on the Proposal.

Who are the Nominees and what are their qualifications?

Set forth below is pertinent information about each Nominee.

Independent ~~Nominees~~

Trustees

Colleen D. Baldwin has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2007. She also has served as the Chairperson of the ~~Board’s Domestic Equity Funds~~Fund’s Investment Review Committee ~~(“DE IRC”)~~E since January 23, 2014 and, prior to that, as the Chairperson of the Fund’s Nominating and Governance Committee since 2009. Ms. Baldwin is currently an Independent Board Director of DSM/Dentaquest and is currently the Chairperson of its Audit Committee and a member of its ~~Audit and~~ Finance/Investment Review ~~Committees.~~Committee. Ms. Baldwin has been President of Glantuam Partners, LLC, a business consulting firm, since 2009. Prior to that, she served in senior positions at the following financial services firms: Chief Operating Officer for Ivy Asset Management, Inc. (2002-2004), a hedge fund manager; Chief Operating Officer and Head of Global Business and Product Development for AIG Global Investment Group (1995-2002), a global investment management firm; Senior Vice President at Bankers Trust Company (1994-1995); and Senior Managing Director at J.P. Morgan & Company (1987-1994). Ms. Baldwin began her career in 1981 at AT&T/Bell Labs as a systems analyst. Ms. Baldwin holds a B.S. from Fordham University and an M.B.A. ~~degree~~ from Pace University.

John V. Boyer has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2005. He also has served as the Chairperson of the Fund’s Board of Trustees since January 22, 2014 and, prior to that, as the Chairperson of the ~~Board’s International/Balanced/Fixed Income Funds~~Fund’s Investment Review Committee ~~(“I/B/~~F ~~IRC”)~~ since 2006. Prior to that, he served as the Chairperson of the Compliance Committee for other funds in the Voya family of funds. Since 2008, Mr. Boyer has been President and CEO of the Bechtler Arts Foundation for which,

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among his other duties, Mr. Boyer oversees all fiduciary aspects of the Foundation and assists in the oversight of the Foundation’s endowment fund. Previously, he served as President and Chief Executive Officer of the Franklin and Eleanor Roosevelt

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Institute (2006-2007) and as Executive Director of The Mark Twain House & Museum (1989-2006) where he was responsible for overseeing business operations, including endowment funds. He also served as a board member of certain predecessor mutual funds of the Voya family of funds (1997-2005). Mr. Boyer holds a B.A. from the University of California, Santa Barbara and an M.F.A. ~~degree~~ from Princeton University.

Patricia W. Chadwick has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2006. She also has served as the Chairperson of the ~~Board’s I/B/~~Fund’s Investment Review Committee F ~~IRC~~ since January 23, 2014 and, prior to that, as the Chairperson of the ~~Board’s DE IRC~~Fund’s Investment Review Committee E since 2007. Since 2000, Ms. Chadwick has been the Founder and President of Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy. She also is a director of The Royce Funds (since 2009), Wisconsin Energy Corp. (since 2006), and AMICA Mutual Insurance Company (since 1992). Previously, she served in senior roles at several major financial services firms where her duties included the management of corporate pension funds, endowments, and foundations, as well as management responsibilities for an asset management business. Ms. Chadwick holds a B.A. from Boston University and is a Chartered Financial Analyst.

~~Albert E. DePrince, Jr.~~ has been a Trustee of the Fund since May 21, 2013 and a board member of other investment companies in the Voya family of funds since 1998. Dr. DePrince has been a professor of Economics and Finance at Middle Tennessee State University since 1991. Prior to joining the faculty at Middle Tennessee State University, Dr. DePrince served in various business positions, including 12 years at Marine Midland Bank in New York City, where he held the positions of Chief Economist and Senior Vice President, and nine years as an economist with the Federal Reserve Bank of New York. Dr. DePrince holds a B.A. in Economics from Bucknell University, an M.A. in Economics from the University of Michigan, and a Ph.D. in Economics from New York University. Dr. DePrince also served as Director at the Business and Economic Research Center at Middle Tennessee State University from 1999 to 2002 and has published numerous scholarly papers and journal articles in the areas of financial markets, financial institutions, mutual fund performance, and monetary policy.

Peter S. Drotch has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2007. He has also served as the Chairperson of the Fund’s Audit Committee since January 1, 2015. Prior to his retirement in 2000, he was a partner at the accounting firm of PricewaterhouseCoopers LLP, where he was the leader of the firm’s U.S. Investment Management practice group and a member of its global leadership team ~~and~~ where he acquired extensive experience with respect to audits and other financial matters relating to registered investment companies. Since his retirement, he also has served on the boards of registered investment companies in other fund complexes (the State Street Research Funds and BlackRock Funds) from ~~2005~~2004 to ~~2007~~2006 and as a consultant with respect to investment company regulatory compliance matters. Mr. Drotch is also a

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Director of ~~First Marblehead Corporation (student loans) and~~ Tufts Health Plan (health insurance), ~~a Director of~~and the University of Connecticut Foundation, Inc.~~, and a member of the General Counsel of the Investment Company Institute’s Independent Directors Council.~~ Mr. Drotch holds a B.S. from the University of Connecticut and is a retired Certified Public Accountant.

Martin J. ~~Michael Earley~~Gavin has been a Trustee of the Fund since August 1, 2015. Mr. Gavin previously served as a Trustee of the Fund from May 21, 2013 until September 12, 2013, and as a board member of other investment companies in the Voya family of funds ~~since 2002. He also has served as Chairperson of~~from 2009 until 2010 and from 2011 until September 12, 2013.

Mr. Gavin was the ~~Board’s Audit Committee since 2003. Mr. Earley retired in 2008 as~~ President and Chief Executive Officer of ~~Bankers~~the Connecticut Children’s Medical Center from 2006 to 2015. Prior to his position at Connecticut Children’s Medical Center, Mr. Gavin worked in the insurance and investment industries

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for more than 27 years. Mr. Gavin served in several senior executive positions with The Phoenix Companies during a 16 year period, including as President of Phoenix Trust ~~Company, N.A. (Des Moines, Iowa), where he had worked since 1992. He also has served on the boards~~Operations, Executive Vice President and Chief Financial Officer of ~~directors~~Phoenix Duff & Phelps, a publicly-traded investment management company, and Senior Vice President of ~~that company (1992-2009) and as~~Investment Operations at Phoenix Home Life. Mr. Gavin holds a ~~board member of certain predecessor mutual funds of the Voya family of funds (1997-2002). Mr. Earley has a B.B.A. and a J.D.~~B.A. from the University of ~~Iowa.~~

Connecticut.

Russell H. Jones has been a Trustee of the Fund since May 21, 2013, and a board member of other investment companies in the Voya family of funds since December 2007. He also has ~~also~~ served as the Chairperson of the ~~Board’s~~Fund’s Compliance Committee since January 23, 2014. From 1973 until his retirement in 2008, Mr. Jones served in various positions at Kaman Corporation, an aerospace and industrial distribution manufacturer, including Senior Vice President, Chief Investment Officer and Treasurer, Principal Investor Relations Officer, Principal Public Relations Officer and Corporate Parent Treasurer. Mr. Jones served as an Independent Director and Chair of the Contracts Committee for CIGNA Mutual Funds from 1995 until 2005. Mr. Jones also served as President of the Hartford Area Business Economists from 1986 until 1987. Mr. Jones holds a B.A. from the University of Connecticut and an M.A. from the Hartford Seminary.

Patrick W. Kenny has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2005. He also has served as the Chairperson of the ~~Board’s~~Fund’s Nominating and Governance Committee since January 23, 2014 and, prior to that, as the Chairperson of the ~~Board’s~~Fund’s Compliance Committee since 2006. He previously served as President and Chief Executive Officer (2001-2009) of the International Insurance Society (insurance trade association), Executive Vice President (1998-2001) of Frontier Insurance Group (property and casualty insurance company), Senior Vice President (1995-1998) of SS&C& C Technologies (software and technology company), Chief Financial Officer (1988-1994) of Aetna Life & Casualty Company (multi-line insurance company), and as Partner (until 1988) of KPMG LLP (accounting firm). Mr. Kenny currently serves (since 2004) on the board of directors of Assured Guaranty Ltd. (provider of financial guaranty insurance) and previously served on the boards of Odyssey Re Holdings Corporation (multi-line reinsurance company) (2006-2009) and of certain predecessor mutual funds of the Voya family of funds (2002-2005). Mr. Kenny holds a B.B.A. from the University of Notre Dame and an M.A. ~~degree~~ from the University of Missouri and is a Certified Public Accountant.

Joseph E. Obermeyer has been a Trustee of the Fund since May 21, 2013, and a board member of other investment companies in the Voya family of funds since 2003. He also has ~~also~~ served as the Chairperson of the ~~Board’s~~Fund’s Joint

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Investment Review Committee ~~(“Joint IRC”)~~ since January 23, 2014. Mr. Obermeyer is the founder and President of Obermeyer & Associates, Inc., a provider of financial and economic consulting services since 1999. Prior to founding Obermeyer & Associates, Mr. Obermeyer had more than 15 years of experience in accounting, including serving as a Senior Manager at Arthur Andersen LLP from 1995 until 1999. Previously, Mr. Obermeyer served as a Senior Manager at Coopers & Lybrand

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LLP from 1993 until 1995, as a Manager at Price Waterhouse from 1988 until 1993, a Second Vice President from 1985 until 1988 at Smith Barney, and as a consultant with Arthur Andersen & Co. from 1984 until 1985. Mr. Obermeyer holds a B.A. in Business Administration from the University of Cincinnati, an M.B.A. from Indiana University, and post graduate certificates from the University of Tilburg and INSEAD.

Sheryl K. Pressler has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2006. She also has served as the Chairperson of ~~both~~ the ~~Board’s~~Fund’s Contracts Committee ~~and Contracts Sub-Committee~~ since ~~2007 and January 23, 2014, respectively.~~2007. Ms. Pressler has served as a consultant on financial matters since 2001. Previously, she held various senior positions involving financial services, including as Chief Executive Officer (2000-2001) of Lend Lease Real Estate Investments, Inc. (real estate investment management and mortgage servicing firm), Chief Investment Officer (1994-2000) of California Public Employees’ Retirement System (state pension fund), Director of Stillwater Mining Company (May 2002 – May 2013), and Director of Retirement Funds Management (1981-1994) of McDonnell Douglas Corporation (aircraft manufacturer). Ms. Pressler holds a B.A. from Webster University and an M.B.A. from Washington University.

Christopher P. Sullivan has been a Trustee of the Fund since October 1, 2015. He retired from Fidelity Management & Research in October 2012, following three years as first the President of the Bond Group and then the Head of Institutional Fixed Income. Previously, Mr. Sullivan served as Managing Director and Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009) and prior to that, Senior Vice President at PIMCO (1997-2001). He currently serves as a Director of Rimrock Funds (since 2013), a fixed income hedge fund. He is also a Senior Advisor to Asset Grade (since 2013), a private wealth management firm, and serves as a Trustee of the Overlook Foundation, a foundation that supports Overlook Hospital in Summit, New Jersey. In addition to his undergraduate degree from the University of Chicago, Mr. Sullivan holds an M.A. degree from the University of California at Los Angeles and is a Chartered Financial Analyst.

Roger B. Vincent has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since ~~2002.~~1994. He also ~~previously~~has served as ~~Chairman~~the Chairperson of the Fund’s Board of Trustees from 2007 – January 21, 2014 and, prior to that, as the Chairperson of the Fund’s Contracts Committee and the ~~DE IRC.~~Investment Review Committee E. Mr. Vincent retired ~~in 2011~~ as President of Springwell Corporation (a corporate finance firm), in 2011 where he had worked since 1989. He is a Director of UGI Corporation and UGI Utilities, Inc. (since 2006). He previously worked for 20 years at Bankers Trust Company where he was a Managing Director and a member of the bank’s senior executive partnership. He also previously served as a Director of AmeriGas Partners, L.P. (1998-2006), Tatham Offshore, Inc. (1996-2000), and Petrolane, Inc. (1993-1995), and as a board member of certain predecessor funds of the Voya family of funds (1993-2002). Mr. Vincent is a member of the board of the Mutual Fund Directors Forum and a past Director of the National Association of Corporate Directors.

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Mr. Vincent holds a B.S. from Yale University and an ~~M.B.A~~M.B.A. from Harvard University.

Interested ~~Nominees~~

Trustee

Shaun P. Mathews has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2007. He also is President and Chief Executive Officer of Voya Investments, LLC (2006 to

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present). Mr. Mathews previously served as President of ~~ING~~Voya Mutual Funds and Investment Products (2004-2006) and several other senior management positions in various aspects of the financial services business.

For additional information on the Nominees, please seeAppendix A.

No Nominee is a party adverse to the Fund or any of its affiliates in any material pending legal proceeding, nor does any ~~the~~ Nominee have an interest materially adverse to the Fund.

If any or all of the Nominees become unavailable for the Fund due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Trustees may recommend or the Board may reduce the number of Trustees as provided for in the Fund’s charter documents.

How long will the Trustees serve on the Board?

If elected, each Nominee would serve as a Trustee until the next meeting of shareholders, if any, ~~called for the purpose of electing Trustees or until their death, resignation, or retirement or~~and until a successor is duly elected and ~~qualified.~~qualified, or if sooner, until their death, resignation, or retirement. The ~~Independent Trustees have adopted a policy requiring~~tenure of each Independent Trustee is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire ~~without further action on the part~~from and cease to be a member of the ~~Independent Trustee or the~~ Board as of Trustees at the close of business on December 31 of the calendar year in which ~~such~~the Independent Trustee attains the age of ~~73 (the “Retirement Date”); provided, however, by~~75. A majority vote of ~~a majority of~~ the Board’s other Independent Trustees may extend the ~~Retirement Date for~~retirement date of an Independent Trustee ~~may be extended to~~if the retirement would trigger a ~~later date if, as a result of such retirement, the Trust would be required~~requirement to hold a meeting of shareholders ~~to appoint~~of the Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise ~~comply with~~complying under applicable law, in which case the ~~Independent Trustee shall continue to be a member of the Board until the date of the shareholder meeting or~~extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees). ~~Pursuant to this retirement policy, Dr. DePrince would be expected to retire effective December 31, 2014.~~

What is the required vote?

Shareholders of the Fund will vote collectively as a single class on the election of each Nominee. There is no cumulative voting for the election of Trustees. The election of each Nominee must be approved by a plurality of the votes cast at the Annual Meeting at which a quorum is present. Shareholders who vote for the Proposal will vote for each Nominee. Those shareholders who wish to withhold their vote on any specific ~~nominee~~nominees may do so on the Proxy Ballot. Shareholders do not have appraisal rights in connection with the Proposal.

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What is the Board’s recommendation?

After consideration of the above factors and other information it considered relevant, the Board, including all of the Independent Trustees, unanimously approved the nomination of each of the Nominees. The Board is recommending that the shareholders vote“~~FOR~~”FOR” each of the Nominees.

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Further Information about the Trustees and Officers

~~How is the~~

The Board ~~structured?~~

of Trustees

The Fund is governed by the ~~Fund’s~~ Board, which oversees the Fund’s business and affairs. The Board delegates the day-to-day management of the Fund to the Fund’s Officers and to various service providers that have been contractually retained to provide such day-to-day services. The Voya entities that render services to the Fund do so pursuant to contracts that have been approved by the Board. The Trustees are experienced executives who, among other duties, oversee the Fund’s activities, review contractual arrangements with companies that provide services to the Fund, and review the Fund’s investment performance.

The Board Leadership Structure and Related Matters

Effective May 21, 2013, the membership of the Boards of Directors/Trustees overseeing the funds in the Voya family of funds were consolidated (the “Consolidation”) so that the same members serve on each board in the Voya family of funds.

The Board is ~~now~~ comprised of twelve (12) members, eleven (11) of whom are Independent Trustees. ~~Prior to May 21, 2013, the Board was composed of ten (10) members, eight (8) of whom were Independent Trustees.~~

~~The~~

Each Fund is one of 24 registered investment companies (with a ~~combined~~ total of approximately ~~164~~151 separate series) in the Voya family of funds and all of the Trustees serve as members of, as applicable, each investment ~~company’s/trust’s~~company’s Board of Directors or Board of Trustees. The Board employs substantially the same leadership structure with respect to each of these investment companies.

One of the Independent Trustees, currently John V. Boyer, serves as the ~~Chairman~~Chairperson of the Board of the Fund. The responsibilities of the ~~Chairman~~Chairperson of the Board include: coordinating with management in the preparation of agendas for Board meetings; presiding at Board meetings; between Board meetings, serving as a primary liaison with other Trustees, ~~Officers~~officers of the ~~Trust,~~Fund, management personnel, and legal counsel to the Independent Trustees; and such other duties as the Board periodically may determine. Mr. Boyer does not hold a position with any firm that is a sponsor of the Fund. The designation of an individual as the ~~Independent Chairman~~Chairperson does not impose on such Independent Trustee any duties, obligations or liabilities greater than the duties, obligations or liabilities imposed on such person as a member of the Board, generally.

The Board performs many of its oversight and other activities through the committee structure described below in the “Board Committees” section. Each Committee operates pursuant to a written Charter approved by the Board. The Board currently conducts regular meetings eight (8) times a year. Six (6) of these regular meetings consist of sessions held over a ~~two-day~~three-day period, and two (2) of these meetings consist of a one-day session. In addition, during the course of a year, the Board and many of its Committees typically hold special meetings by telephone or in person to discuss specific matters that require

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action prior to the next regular ~~meetings.~~meeting. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.

The Board believes that its ~~comittee~~committee structure is an effective means of empowering the Trustees to perform their fiduciary and other duties. For example, the Board’s committee structure facilitates, as appropriate, the ability of individual Board

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members to receive detailed presentations on topics under their review and to develop increased familiarity with respect to such topics and with key personnel at relevant service providers. At least annually, with guidance from its Nominating and Governance Committee, the Board analyzes whether there are potential means to enhance the efficiency and effectiveness of the Board’s operations.

For the fiscal year ended February 28, 2017, no Trustee except Messrs. Mathews and Kenny attended fewer than 75% of the total meetings held by the Board or any Committees of which he or she is a member. Mr. Kenny attended 50% of the Contracts Committee meetings held during the fiscal year and Mr. Mathews attended 67% of the IRC F meetings held during the fiscal year.

Board Committees

Audit ~~Committee.~~Committee. The Board has established an Audit Committee whose functions include, among other things: (i) meeting with the independent registered public accounting firm of the Fund to review the scope of the Fund’s audit, the ~~Fund~~Fund’s financial statements and accounting controls; ~~and~~ (ii) meeting with management concerning these matters, internal audit activities and other ~~matters.~~matters; and (iii) overseeing the implementation of the Voya funds’ valuation procedures and the fair value determinations made with respect to securities held by the Voya funds for which market value quotations are not readily available. The Audit Committee currently consists of six (6) Independent Trustees. The following Trustees currently serve as members of the Audit Committee: Ms. Baldwin and Messrs. Drotch, ~~Earley,~~Gavin, Kenny, Obermeyer, and Vincent. Mr. ~~Earley~~Drotch currently serves as the Chairperson of the Audit Committee. ~~Ms. Baldwin and Messrs. Drotch, Earley, Kenny, Obermeyer, and Vincent~~All Committee members have ~~each~~ been designated as Audit Committee Financial Experts under the Sarbanes-Oxley ~~Act.~~Act of 2002. The Audit Committee currently meets regularly five (5) times per year, and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Audit Committee held ~~five (5)~~six (6) meetings during the fiscal year ended February 28, ~~2014.~~

~~The Audit Committee and~~ 2017.

Compliance Committee ~~sometimes meet jointly to consider matters that are reviewed by both Committees. The Committees held three (3) such additional joint meetings during the fiscal year ended February 28, 2014.~~

~~Compliance Committee.~~. The Board has established a Compliance Committee for the purpose of, among other things: (i) providing oversight with respect to compliance by the funds in the Voya family of funds and their service providers with applicable laws, regulations, and internal policies and procedures affecting the operations of the ~~Fund;~~funds; (ii) ~~serving as a committee, and in such capacity, to receive, retain, and act upon~~receiving reports of evidence of possible material violations of applicable U.S. federal or state securities laws and breaches of fiduciary duty arising under U.S. federal or state laws; (iii) coordinating activities between the Board and the Chief Compliance Officer (“CCO”) of the ~~Fund;~~funds; (iv) facilitating information flow among Board members and the CCO between Board meetings; (v) working with the CCO and management to identify the types of reports to be submitted by the CCO to the

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Compliance Committee and the Board; (vi) making recommendations regarding the role, performance and oversight of the CCO; (vii) overseeing the ~~implementation~~cybersecurity practices of the ~~Voya funds’ valuation procedures~~funds and ~~the fair value determinations made with respect to securities held by the Voya funds for which market value quotations are not readily available;~~their key service providers; (viii) overseeing management’s administration of proxy

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voting; and (ix) overseeing the effectiveness of brokerage usage by the Fund’s ~~adviser~~advisers or ~~sub-adviser,~~sub-advisers, as applicable, and compliance with regulations regarding the allocation of brokerage for services.

The Compliance Committee currently consists of five (5) Independent Trustees: ~~Dr. DePrince,~~ Mses. Chadwick and Pressler, and Messrs. Boyer, Jones, and ~~Jones.~~Sullivan. Mr. Jones currently serves as the Chairperson of the Compliance Committee. The Compliance Committee currently meets regularly four (4) times per year, and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Compliance Committee held five (5) meetings during the fiscal year ended February 28, ~~2014.~~

~~The Audit~~2017.

Contracts Committee and Compliance Committee sometimes meet jointly to consider matters that are reviewed by both Committees. The Committees held three (3) such additional joint meetings during the fiscal year ended February 28, 2014.

~~Contracts Committee.~~. The Board has established a Contracts Committee for the purpose of overseeing the annual renewal process relating to investment advisory and sub-advisory agreements and, at the discretion of the Board, other agreements or plans involving the Voya funds (including the Fund). The responsibilities of the Contracts Committee include, among other things: (i) identifying the scope and format of information to be provided by service providers in connection with applicable contract approvals or renewals; (ii) providing guidance to independent legal counsel regarding specific information requests to be made by such counsel on behalf of the Trustees; (iii) evaluating regulatory and other developments that might have an impact on applicable approval and renewal processes; (iv) reporting to the Trustees its recommendations and decisions regarding the foregoing matters; (v) assisting in the preparation of a written record of the factors considered by Trustees relating to the approval and renewal of advisory and sub-advisory agreements; (vi) recommending to the Board specific steps to be taken by it regarding the contracts approval and renewal process, including, for example, proposed schedules of meetings by the Trustees; and (vii) otherwise providing assistance in connection with Board decisions to renew, reject, or modify agreements or plans.

~~As of January 23, 2014, the~~

The Contracts Committee currently consists of all eleven (11) of the Independent Trustees of the ~~Board: Dr. DePrince, Mses. Baldwin, Chadwick, and Pressler, and Messrs. Boyer, Drotch, Earley, Jones, Kenny, Obermeyer, and Vincent.~~Board. Ms. Pressler currently serves as the Chairperson of the Contracts Committee. ~~Prior to January 23, 2014, the Contract Committee (the “Prior Contracts Committee”) was made up of eight (8) Independent~~

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Trustees and met regularly seven (7) times per calendar year and held special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Prior Contracts Committee held six (6) meetings during the fiscal year ended February 28, 2014. It is expected that the Contracts Committee will meet regularly ~~seven (7)~~six (6) times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting.

~~The Board has established a Contracts Sub-Committee for the purpose of initially reviewing substantially all of the matters to be considered by the Contracts Committee.~~ The Contracts Sub-Committee currently consists of seven (7) Independent Trustees. The following Trustees serve as members of the Contracts Sub-Committee: Dr. DePrince, Mses. Baldwin, Chadwick, and Pressler, and Messrs. Boyer, Obermeyer, and Vincent. Ms. Pressler currently serves as Chairperson of the Contracts Sub-Committee. The Contracts Sub-Committee was newly established on January 23, 2014 did not meetCommittee held six (6) meetings during the fiscal year ended February 28, 2014. It is expected that the Contracts Sub-Committee will meet regularly seven (7) times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting.

2017.

Investment Review ~~Committees.~~Committees. The Board has established, for all of the funds under its direction, the following three Investment Review ~~Committees:~~Committees (each an “IRC” and collectively the “IRCs”): (i) the Joint ~~IRC;~~Investment Review Committee (“Joint IRC”); (ii) ~~DE IRC;~~the Investment Review Committee E (formerly known as the Domestic Equity Funds Investment Review Committee) (“IRC E”); and (iii) the ~~I/B/~~Investment Review Committee F (formerly known as the International/Balanced/Fixed Income Funds Investment Review Committee) (“IRC F”). The funds are allocated among IRCs periodically by the Board as the Board deems appropriate to balance

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the workloads of the IRCs and to have similar types of funds or funds with the same investment sub-adviser or the same portfolio management team assigned to the same IRC. Each ~~of the Investment Review Committees perform~~IRC performs the following functions, among other things: (i) monitoring the investment performance of the funds in the Voya family of funds that are assigned to that Committee; and (ii) making recommendations to the Board with respect to investment management activities performed by the advisers and/or sub-advisers on behalf of such Voya funds, and reviewing and making recommendations regarding proposals by management to retain new or additional sub-advisers for these Voya funds. The Fund is ~~currently~~ monitored by the ~~Joint IRC.~~IRCs, as indicated below. Each committee is described ~~below:~~

below.

	Joint IRC	IRC E	IRC F
The Fund	X

The Joint IRC currently consists of eleven (11) Independent Trustees and one (1) Trustee who is an “interested person” of the funds in the Voya family of funds, as defined in the 1940 Act (“Interested Trustee”). ~~The following Trustees serve as members of the Joint IRC: Dr. DePrince, Mses. Baldwin, Chadwick, and Pressler, and Messrs. Boyer, Drotch, Earley, Jones, Kenny, Mathews, Obermeyer, and Vincent.~~ Mr. Obermeyer currently serves as the Chairperson of the Joint IRC. The Joint IRC ~~was newly established on January 23, 2014 and did not meet~~currently meets regularly six (6) times per year. The Joint IRC held six (6) meetings during the fiscal year ended February 28, ~~2014. Prior to January 23, 2014, the Board held joint meetings of the I/B/F~~2017.

The IRC ~~and the DE IRC. It is expected that the Joint IRC will meet regularly six (6) times per year.~~

~~The DE IRC~~E currently consists of six (6) Independent Trustees. The following Trustees serve as members of the ~~DE IRC: Ms.~~IRC E: Mses. Baldwin and Pressler, and Messrs. ~~Boyer, Drotch,~~Gavin, Jones, Obermeyer, and Vincent. Ms. Baldwin currently serves as the Chairperson of the ~~DE IRC.~~IRC E. The DE IRC ~~which~~E currently meets regularly six (6) times per ~~year,~~year. The IRC E held six (6) meetings during the fiscal year ended February 28, ~~2014.~~

2017.

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The ~~I/B/~~IRC F ~~IRC~~ currently consists of five (5) Independent Trustees and one (1) Interested Trustee. The following Trustees serve as members of the ~~I/B/F IRC: Dr. DePrince, Mses.~~IRC F: Ms. Chadwick and ~~Pressler~~Messrs. Boyer, Drotch, Kenny, Mathews, and ~~Messrs. Earley, Kenny, and Mathews.~~Sullivan. Ms. Chadwick currently serves as the Chairperson of the ~~I/B/F IRC.~~IRC F. The ~~I/B/F~~ IRC ~~which~~F currently meets regularly six (6) times per ~~year,~~year. The IRC F held six (6) meetings during the fiscal year ended February 28, ~~2014.~~

~~The DE IRC and the I/B/F IRC held six (6) additional joint meetings during the fiscal year ended February 28, 2014.~~

2017.

Nominating and Governance ~~Committee.~~Committee. The Board has established a Nominating and Governance Committee for the purpose of, among other things: (i) identifying and recommending to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board; (ii) reviewing workload and capabilities of Independent Trustees and recommending changes to the size or composition of the Board, as necessary; (iii) monitoring regulatory developments and recommending modifications to the Committee’s responsibilities; (iv) considering and, if appropriate, recommending the creation of additional committees or changes to Trustee policies and procedures based on rule changes and “best practices” in corporate governance; (v) conducting an annual review of the membership and chairpersons of all Board committees and of practices relating to such membership and chairpersons; (vi) undertaking a periodic study of compensation paid to independent board members of investment companies and making recommendations for any compensation changes for the Independent

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Trustees; (vii) overseeing the Board’s annual self-evaluation process; (viii) developing (with assistance from management) an annual meeting calendar for the Board and its committees; ~~and~~ (ix) overseeing actions to facilitate attendance by Independent Trustees at relevant educational seminars and similar ~~programs.~~

programs; and (x) overseeing insurance arrangements for the funds.

In evaluating potential candidates to fill Independent Trustee vacancies on the Board, the Nominating and Governance Committee will consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination. The Nominating and Governance Committee will consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews nominees that it identifies as potential candidates. A shareholder nominee for Trustee should be submitted in writing to the ~~Trustee’s~~Fund’s Secretary at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034. Any such shareholder nomination should include at least the following information as to each individual proposed for ~~nominations~~nomination as Trustee: such person’s written consent to be named in a proxy statement as a nominee (if nominated) and to serve as a Trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of Trustees, or is otherwise required, in each case under applicable federal securities laws, rules, and regulations, including such information as the Board may reasonably deem necessary to satisfy its oversight and due diligence duties.

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The Secretary shall submit all nominations received in a timely manner to the Nominating and Governance Committee. To be timely in connection with a shareholder meeting to elect Trustees, any such submission must be delivered to the Fund’s Secretary not earlier than the 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of the meeting is first made, by either the disclosure in a press release or in a document publicly filed by the Fund with the SEC.

The Nominating and Governance Committee currently consists of ~~five (5)~~seven (7) Independent Trustees. The following Trustees serve as members of the Nominating and Governance Committee: ~~Ms.~~Mses. Baldwin and Chadwick, and Messrs. Boyer, Drotch, Jones, Kenny, and ~~Kenny.~~Obermeyer. Mr. Kenny currently serves as the Chairperson of the Nominating and Governance Committee. The Nominating and Governance Committee typically meets three (3) times per year and on an as-needed basis. The Nominating and Governance Committee held five (5) meetings during the fiscal year ended February 28, ~~2014.~~

2017.

The Board’s Risk Oversight Role

The day-to-day management of various risks relating to the administration and operation of the Fund and the Fund is the responsibility of management and other service providers retained by the Board or by management, most of whom

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employ professional personnel who have risk management responsibilities. The Board oversees this risk management function consistent with and as part of its oversight duties. The Board performs this risk management oversight function directly and, with respect to various matters, through its committees. The following description provides an overview of many, but not all, aspects of the Board’s oversight of risk management for the Fund. In this connection, the Board has been advised that it is not practicable to identify all of the risks that may impact the Fund or to develop procedures or controls that are designed to eliminate all such risk exposures, and that applicable securities law regulations do not contemplate that all such risks be identified and addressed.

The Board, working with management personnel and other service providers, has endeavored to identify the primary risks that confront the Fund. In general, these risks include, among others: (i) investment risks; (ii) credit risks; (iii) liquidity risks; (iv) valuation risks; (v) operational risks; (vi) reputational risks; (vii) regulatory risks; (viii) risks related to potential legislative changes; ~~and~~ (ix) the risk of conflicts of interest affecting ~~ING~~Voya affiliates in managing the ~~Fund.~~Fund; and (x) cybersecurity risks. The Board has adopted and periodically reviews various policies and procedures that are designed to address these and other risks confronting the Fund. In addition, many service providers to the Fund have adopted their own policies, procedures, and controls designed to address particular risks to the Fund. The Board and persons retained to render advice and service to the Board periodically review and/or monitor changes to, and developments relating to, the effectiveness of these policies and procedures.

The Board oversees risk management activities in part through receipt and review by the Board or its committees of regular and special reports,

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presentations and other information from Officers of the ~~Trust,~~Fund, including the CCOs for the ~~Trust and its investment adviser~~Fund and the ~~Trust’s~~Adviser and the Fund’s Chief Investment Risk Officer (“CIRO”), and from other service providers. For example, management personnel and the other persons make regular reports and presentations to: (i) the Compliance Committee regarding compliance with regulatory ~~requirements;~~requirements and oversight of cybersecurity practices by the Fund and key service providers; (ii) the ~~Investment Review Committees~~IRCs regarding investment activities and strategies that may pose particular risks; (iii) the Audit Committee with respect to financial reporting controls and internal audit activities; (iv) the Nominating and Governance Committee regarding corporate governance and best practice developments; and (v) the Contracts Committee regarding regulatory and related developments that might impact the retention of service providers to the ~~Trust.~~Fund. The CIRO oversees an Investment Risk Department (“IRD”) that provides an independent source of analysis and research for Board members in connection with their oversight of the investment process and performance of portfolio managers. Among its other duties, the IRD seeks to identify and, where practicable, measure the investment risks being taken by the Fund’s portfolio managers. Although the IRD works closely with management of the ~~Trust~~Fund in performing its duties, the CIRO is directly accountable to, and maintains an ongoing dialogue with, the Independent Trustees.

~~What are the Trustees paid for their services?~~

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Trustee Compensation

Each Trustee is reimbursed for reasonable expenses incurred in connection with each meeting of the Board or any of its Committee meetings attended. Each Independent Trustee is compensated for his or her services, on a quarterly basis, according to a fee schedule adopted by the Board. The ~~current fee schedule consists of an annual retainer, compensation for Board and Committee Chairpersons, and additional compensation for attendance at regularly scheduled meetings. The~~ Board may from time to time designate other meetings as subject to compensation.

~~Effective January 1, 2014, the~~

The Fund pays each ~~Independent~~ Trustee a~~pro rata~~ ~~share based on the assets~~who is not an interested person of the Fund his or herpro rata share, as described below, of: (i) an annual retainer of ~~$230,000;~~$250,000; (ii) Mr. Boyer, as the Chairperson of the Board, receives an additional annual retainer of $100,000; (iii) Mses. Baldwin, Chadwick, and Pressler and Messrs. ~~Earley,~~Drotch, Jones, Kenny, and Obermeyer as the Chairpersons of Committees of the Board, each ~~receives~~receive an additional annual retainer of $30,000, $30,000, $65,000, ~~$25,000, $25,000, $25,000,~~$30,000, $30,000, $30,000, and $30,000, respectively; (iv) $10,000 per attendance at any of the regularly scheduled meetings (four (4) quarterly meetings, two (2) auxiliary meetings, and two (2) annual contract review meetings); and (v) out-of-pocket expenses. The Board at its discretion may from time to time designate other special meetings as subject to an attendance fee in the amount of $5,000 for in-person meetings and $2,500 for special telephonic meetings.

~~Prior to January 1, 2014, the Fund paid each Independent Trustee a~~

Thepro rata share based on the assets of the Fund, as described below, of: (i) an annual retainer of $200,000; (ii) Mr. Vincent, as Chairperson of the Board, received an additional annual retainer of $80,000; (iii) Mses. Baldwin, Chadwick, and

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Pressler and Messrs. Earley, Boyer, and Kenny as Chairpersons of Committees of the Board, each received an additional annual retainer of $25,000, $30,000, $65,000, $25,000, $30,000, and $25,000, respectively; (iv) $10,000 per attendance at any of the regularly scheduled meetings (four (4) quarterly meetings, two (2) auxiliary meetings, and two (2) annual contract review meetings); and (v) out-of-pocket expenses. The Board at its discretion could from time to time designate other special meetings as subject to an attendance fee in the amount of $5,000 for in-person meetings, and $2,500 for special telephonic meetings.

~~The~~~~pro rata~~ share paid by the Fund is based on the Fund’s average net assets as a percentage of the average net assets of all the funds managed by the adviser or its ~~affiliates~~affiliate for which the ~~Trustee~~Trustees serve in common as Trustees.

Certain future payment arrangements were in place prior to the Consolidation. More particularly, each Independent Trustee, with the exception of Dr. DePrince and Messrs. Jones and Obermeyer, who was a Trustee on or before May 9, 2007, and who will have served as a non-interested Trustee for five or more years for one or more funds in the Voya family of funds is entitled to a future payment (“Future Payment”) if such Trustee: (i) retires in accordance with the Board’s retirement policy; (ii) dies; or (iii) becomes disabled. The Future Payment shall be made promptly to, as applicable, the Trustee or the Trustee’s estate, in an amount equal to two times the annual compensation payable to such Trustee, as in effect at the time of his or her retirement, death or disability if the Trustee had served as Trustee for at least five years as of May 9, 2007, or in a lesser amount calculated based on the proportion of time served by such Trustee (as compared to five years) as of May 9, 2007. The annual compensation determination shall be based upon the annual Board membership retainer fee in effect at the time of that Trustee’s retirement, death or disability (but not any separate annual retainer fees for chairpersons of committees and of the Board), provided that the annual compensation used for this purpose shall not exceed the annual retainer fees as of May 9, 2007. This amount shall be paid by the Voya fund or Voya funds on whose Board the Trustee was serving at the time of his or her retirement, death or disability. Each applicable Trustee may elect to receive payment of his or her benefit in a lump sum or in three substantially equal payments.

Appendix Bdetails the compensation paid to the Trustees by the Fund and by all the Voya funds in the ~~Voya~~ family of funds.

~~Do the Independent Trustees own shares~~

Trustee Ownership of ~~the Fund or certain affiliates?~~

Securities

In order to further align the interests of the Independent Trustees with shareholders, it is the policy of the Board for Independent Trustees to own, beneficially, shares of one or more funds in the Voya family of funds at all times (“Ownership Policy”). For this purpose, beneficial ownership of shares of a Voya fund include, in addition to direct ownership of Voya fund shares, ownership of a variable ~~annuity~~ contract ~~or a variable life insurance policy~~ whose proceeds are invested in a Voya fund within the Voya family of funds, as well as deferred compensation payments under the Board’s deferred compensation

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arrangements pursuant to which the future value of such payments is based on the notional value of designated funds within the Voya family of funds.

~~Under this~~

The Ownership Policy requires the initial value of investments in the Voya family of funds that are ~~beneficially~~directly or indirectly owned by the Trustees to equal or exceed the annual retainer fee for Board services (excluding any annual retainers for service as chairpersons of the Board or its committees or as members of committees), as such retainer shall be adjusted from time to time.

The Ownership Policy provides that existing Trustees shall have a ~~Trustee must equal at least $100,000. A~~reasonable amount of time from the date of any recent or future increase in the minimum ownership requirements in order to satisfy the minimum share ownership

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requirements. In addition, the Ownership Policy provides that a new Trustee shall satisfy the ~~foregoing~~minimum share ownership requirements within a reasonable ~~amount of~~ time ~~not to exceed three years,~~ of becoming a Trustee. For purposes of the Ownership Policy, a reasonable period of time will be deemed to be, as applicable, no more than three years after a Trustee has assumed that position with the Voya family of funds or no more than one year after an increase in the minimum share ownership requirement due to changes in annual Board retainer fees. A decline in ~~the~~ value of any fund investments will not cause a Trustee to have to make any additional investments under this ~~Ownership~~ Policy. ~~As of December 31, 2013, all Independent Trustees were~~

Investment in ~~compliance with the Ownership Policy.~~

~~Investment in~~mutual funds of the Voya family of funds by the Trustees pursuant to this Ownership Policy are subject to: (i) policies, applied by the mutual funds of the Voya family of funds to other similar investors, that are designed to prevent inappropriate market timing trading practices; and (ii) to any provisions of the Code of Ethics for the Voya family of funds that otherwise ~~applies~~apply to the Trustees.

As of April 4, 2014, none of the Independent Trustees or their immediate family members owned any shares of the adviser or principal underwriter or of any entity controlling, controlled by or under common control with the investment adviser or principal underwriter of the Fund (not including registered investment companies).

Appendix Cprovides the dollar value of all of the shares of the Fund and all of ~~all~~the funds in the Voya family of funds held directly or indirectly by each ~~Independent~~ Trustee as of a recent date.

~~How often does the Board meet?~~

The Board currently conducts regular meetings eight (8) times a year. Six of these regular meetings consist of sessions held over a two-day period and two of these meetings consist of a one-day session. In addition, during the course of a year, the Board and many of its Committees typically hold special meetings by telephone or in person to discuss specific matters that require action prior to their next regular meeting.

~~For fiscal years ended, February 28, 2013 and February 28, 2014, all Trustees except Messrs. Drotch and Mathews attended no fewer than 75%~~

Officers of the total meetings held by the Board or any Committees of which he or she is a member. Mr. Drotch attended 70% of the meetings of the Board for the fiscal year ended February 28, 2014. Mr. Mathews is a member of the I/B/F IRC and attended fewer than 75% of meetings held by this Committee during the fiscal years ended February 28, 2013 and February 28, 2014. During those I/B/F IRC meetings Mr. Mathews did not attend, he was instead in attendance at other Committee meetings of the Board.

~~Who are the officers of the Fund?~~

Fund

The Fund’s officers are elected by the Board and hold office until they resign, are removed, or are otherwise disqualified to serve. The officers of the Fund,

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together with ~~such~~each person’s position with the Fund and principal occupation for the last five years, are listed inAppendix D.

~~What are the officers paid for their services?~~

Officer Compensation

The ~~Fund does not pay its officers for the services they provide to the Fund. Instead, the~~ officers, who are also officers or employees of Voya Investments, LLC ~~(“Voya Investments” or “Adviser”)~~ or its affiliates, are compensated by Voya Investments, LLC or its affiliates.

The officers are not paid by the Fund.

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General Information about the Proxy Statement

Who is asking for my vote?

The Board is soliciting your vote for the Annual Meeting of ~~the Fund’s~~ shareholders.

How is my proxy being solicited?

Solicitation of proxies is being made primarily by the mailing of the Notice of Annual Meeting of Shareholders, the Proxy Statement, and the Proxy Ballot on or about May ~~14, 2014.~~19, 2017. In addition to the solicitation of proxies by mail, employees of ~~Voya Investments,~~the investment adviser, and its affiliates, without additional compensation, may solicit proxies in person or by telephone, telegraph, facsimile, or oral communications.

If a shareholder wishes to participate in the Annual Meeting, the shareholder may submit the Proxy Ballot originally sent with the Proxy Statement, attend in person, or vote online by logging on to www.proxyvote.com/voya and following the online directions. Should shareholders require additional information regarding the proxy or require replacement of the proxy, they may contact Shareholder Services toll-free at ~~(800) 992-0180.~~

1-800-992-0180.

What happens to my proxy once I submit it?

The Board has named Huey P. Falgout, Jr., Secretary, Theresa K. Kelety, Assistant Secretary, and Todd Modic, Assistant Secretary, or one or more substitutes designated by them, as proxies who are authorized to vote Fund shares as directed by shareholders.

Can I revoke my proxy after I submit it?

A shareholder may revoke the accompanying proxy at any time prior to its use by filing with ~~the~~your Fund a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Annual Meeting in person may vote by ballot at the Annual Meeting, thereby canceling any proxy previously given.

How will my shares be voted?

If you follow the voting instructions, your proxies will vote your shares as you have directed. If you submitted your Proxy Ballot but did not vote on the proposals, your proxies will vote on the proposals as recommended by the Board. If any other matter is properly presented, your proxies will vote in their discretion in accordance with their best judgment, including on any proposal to adjourn the meeting. At the time this Proxy Statement was printed, the Board knew of no matter that needed to be acted upon at the Annual Meeting other than the ~~proposals~~proposal discussed in this Proxy Statement.

Quorum and Tabulation

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Each shareholder of the Fund is entitled to one vote for each share held as to any matter on which such shareholder is entitled to vote and for each fractional

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share that is owned, the shareholder shall be entitled to a proportionate fractional vote. A majority of shares entitled to vote shall constitute a quorum.

Adjournments

If a quorum is not present at the Annual Meeting, if there are insufficient votes to approve the ~~proposal,~~Proposal, or for any other reason deemed appropriate by your proxies, your proxies may propose one or more adjournments of the Annual Meeting to permit additional time for the solicitation of proxies, in accordance with the ~~Fund’s~~ organizational documents of the applicable Fund and applicable law. Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournments in their discretion.

Broker Non-Votes and Abstentions

If a shareholder abstains from voting as to any matter, or if a broker returns a “non-vote” proxy, indicating a lack of authority to vote on a matter, then the shares represented by such abstention or non-vote will be treated as shares that are present at the Annual Meeting for purposes of determining the existence of a quorum. However, abstentions and broker non-votes will be disregarded in determining the “votes cast” on a proposal.

Abstentions and broker non-votes will not affect the outcome of the election of Trustees.

How many shares are outstanding?

Appendix Esets forth the number of shares of the Fund issued and outstanding as of the Record Date. Shares have no preemptive or subscription rights.

To the knowledge of Voya Investments, as of the Record Date, no current Trustee owns 1% or more of the outstanding shares of the Fund, and the officers and Trustees own, as a group, less than 1% of the shares of the Fund.

Appendix F ~~hereto~~ lists the persons that, as of ~~the Record Date~~April 10, 2017, owned beneficially or of record 5% or more of the outstanding shares of any class of the Fund.

To the best of the Fund’s knowledge, as of April 10, 2017, no Independent Trustee owned 1% or more of the outstanding shares of any class of the Fund. As of April 10, 2017, none of the Independent Trustees nor their immediate family members owned any shares of the Adviser or principal underwriter or of any entity controlling, controlled by, or under common control with the Adviser or principal underwriter (not including registered investment companies).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, and Section 30(h) of the 1940 Act, as applied to the Fund, require the Fund’s officers, Trustees, investment adviser, affiliates of the investment adviser, and persons who beneficially own more than 10% of a registered class of the Fund’s outstanding securities (“Reporting Persons”), to file reports of ownership of the Fund’s securities and changes in such ownership with the ~~U.S. Securities and Exchange Commission (“SEC”)~~SEC and the New York Stock Exchange. Such persons are required by the SEC regulations to furnish the Fund with copies of all such filings.

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Based solely on its review of the copies of such forms received by it and written representations from certain Reporting Persons, the Fund believes that during the fiscal ~~years~~year ended February 28, ~~2013 and February 28, 2014,~~2017, its Reporting Persons complied with all applicable filing requirements.

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Shareholder Communications with the Board ~~of Trustees~~

Shareholders may send other communications to the Board, a Committee thereof, or an individual Trustee. Such communications should be sent to the Fund’s Secretary at the address on the front of this Proxy Statement.

What is the deadline to submit a proposal for the ~~2015~~2017 Annual Meeting?

It is anticipated that the next annual meeting ~~of the Fund~~ will be held in July ~~2015,~~2018, but the exact date, time, and location of such meeting have yet to be determined. Any proposals of shareholders that are intended to be presented at the ~~Fund’s~~ next annual meeting must be in writing and received at the ~~Fund’s~~Fund principal executive offices no later than January ~~14, 2014,~~18, 2018, in order for the proposal to be considered for inclusion in the ~~Fund’s~~ proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion in the ~~Fund’s~~ proxy statement or presentation at the meeting.

In addition, pursuant to relevant SEC proxy rules, a company may use discretionary voting authority to vote on matters coming before an annual meeting of shareholders if the company does not have notice of the matter at least 45 days before the date corresponding to the date on which the company first mailed its proxy materials for the prior year’s annual meeting of stockholders or the date specified by an overriding advance notice provision in the company’s bylaws. As the ~~Fund’s~~Fund bylaws do not contain such an advance notice provision, for the Fund’s ~~2015~~2018 Annual Meeting of shareholders, shareholders must submit to ~~the~~such Fund written notice of a shareholder proposal on or before ~~March 30, 2014.~~

April 3, 2018.

Who are the Fund’s independent public accountants?

The Board has selected the accounting firm of KPMG LLP (“KPMG”) ~~currently serves~~ as the independent auditor ~~for the Fund. The Board has selected KPMG as the independent auditor to examine and report on the financial statements~~ of the Fund for the current fiscal ~~years ending February 28, 2013 and February 28, 2014.~~

year.

As part of its oversight of the Fund’s financial statements, in April ~~2013,~~2017, the Audit Committee ~~met~~held a telephonic meeting to review and discuss with the Adviser and KPMG, the Fund’s audited financial statements for the fiscal year ended February 28, ~~2013. In April 2014, the Audit Committee similarly reviewed and discussed with the Adviser and KPMG the Fund’s financial statements for the fiscal year ended February 28, 2014. At both meetings, the~~2017. The Audit Committee discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard ~~No. 16,~~ 1301,Communications with Audit ~~Committees.~~Committees. The Audit Committee has also received and reviewed the written disclosures and the letter from KPMG pursuant to PCAOB Rule 3526 and discussed KPMG’s independence with KPMG. The Audit Committee has reviewed the audit fees of KPMG and has also reviewed non-audit services to assure compliance with the Fund’s and the Audit Committee’s policies restricting KPMG from performing services that might impair their independence.

Based on the reviews and discussion referred to above, the Audit Committee recommended to the Board that the audited financial statements ~~as of and for the~~

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~~fiscal years ended February 28, 2013 and February 28, 2014,~~ be included in the Fund’s Annual Reports to shareholders. ~~The~~

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Submitted by the Audit Committee ~~also recommended~~of the ~~selection of KPMG to serve as independent auditor for the fiscal years ending February 28, 2014 and February 28, 2015.~~

Board

Colleen D. Baldwin

Peter S. Drotch (Chairperson)
Martin J. Gavin

Patrick W. Kenny

Joseph E. Obermeyer
Roger B. Vincent

The fees paid to KPMG for professional audit services during the Fund’s most recent fiscal years ended February ~~28, 2013~~29, 2016 and February 28, ~~2014,~~2017, amounts billed for other services rendered by KPMG to the Fund, and thethe aggregate non-audit fees billed by KPMG for services rendered to the Fund, the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund for the fiscal years ended February ~~28, 2013~~29, 2016 and February 28, ~~2014~~2017 are described inAppendix G.G.

All of the services provided by the ~~Fund’s~~ independent public accountants were approved by the Audit Committee pursuant to pre-approval policies and procedures adopted by the Audit Committee. Pursuant to such policies and procedures, thethe Audit Committee approves: (i) all audit and non-audit services to be rendered to the Fund by KPMG; and (ii) all non-audit services impacting the operations and financial reporting of the Fund provided by KPMG to the Adviser or any affiliate thereof that provides ongoing services to the Fund (collectively, “Covered Services”). The Audit Committee has adopted ~~pre-approval~~pre- approval procedures authorizing one or more members of the Audit Committee to approve from time to time, on behalf of the Audit Committee, all Covered Services to be provided by KPMG which are not otherwise approved at a meeting of the Audit Committee, provided that such delegate reports to the full Audit Committee at its next regularly scheduled meeting. The pre-approval procedures do not include delegation of the Audit Committee’s responsibilities to management. Pre-approval has not been waived with respect to any of the services described above since the date on which the Audit Committee adopted its current pre-approval procedures.

The Audit Committee of the Board has considered and will periodically consider whether KPMG’s ~~receipt~~provision of non-audit ~~fees from the Fund,~~services to, the Adviser and all entities controlling, controlled by, or under common control with the Adviser that provide ongoing services to the Fund that were not required to be pre- approved is compatible with maintaining the independence of KPMG.

~~KPMG has advised the Fund that neither KPMG nor any of its partners has any direct or material indirect financial interest in the Fund.~~

Representatives of KPMG are not expected to be at the Annual Meeting but have been given the opportunity to make a statement if they ~~wish, and will be available telephonically should any matter arise requiring their participation.~~

wish.

Why did my household only receive one copy of this Proxy Statement?

Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is ~~the~~a Fund shareholder of record, unless ~~the~~your Fund has received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Proxy Statement,

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please contact Shareholder Services at ~~(800) 992-0180.~~1-800-992-0180. If in the future, any shareholder does not wish to combine or wishes to recombine

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the mailing of a proxy statement with household members, please inform ~~the~~your Fund in writing at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034 or via telephone at ~~(800) 992-0180.~~

1-800-992-0180.

Who pays for this proxy solicitation?

~~The~~

the Fund will pay the expenses incurred in connection with the Notice of Annual Meeting of Shareholders, Proxy Statement, and the Annual Meeting, including printing, mailing, vote tabulation, legal, and out of pocket expenses.

In order that the presence of a quorum at the Annual Meeting may be assured, prompt execution and return of the enclosed Proxy Ballot is requested. A self-addressed postage paid envelope is enclosed for your convenience. You also may vote via telephone or via the Internet. Please follow the voting instructions as outlined on your Proxy Ballot.


	~~Huey P. Falgout, Jr.~~
	~~Secretary~~

Huey P. Falgout, Jr.
Secretary

May ~~14, 2014~~

19, 2017

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, ~~Arizona~~AZ 85258-2034

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Appendix A: Nominees

The following table sets forth information concerning the Nominees of the Fund. The mailing address for each Nominee is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

Name, Address and Age		~~Positions~~Position(s) Held with the Fund	Term of Office and ~~and~~ Length of Time Served¹	Principal ~~Occupations~~ Occupation(s) During the Past 5 Years	Number of Funds in the Fund Complex Overseen by ~~Trustee~~Trustees²		Other Board Positions Held by ~~Trustee~~ Trustees
Independent Trustees
Colleen D. Baldwin Age: 53	56	Trustee	~~10/2007-~~ October 2007 – Present	President, Glantuam Partners, LLC, a business consulting firm ~~(01/ 2009-Present)~~(January 2009 – Present).	~~164~~	151	DSM/Dentaquest, Boston, MA ~~(02/2014-Present)~~(February 2014 – Present).

John V. Boyer Age: 60 63	Chairperson Trustee	~~Chairperson~~ ~~Trustee~~	~~1/2014-~~January 2014 – Present January 2005 – Present ~~1/2005-~~ ~~Present~~	President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January ~~2008-Present)~~2008 – Present).	~~164~~	151	None.

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Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years	Number of Funds in the Fund Complex Overseen by Trustees²					Other Board Positions Held by Trustees
Patricia W. Chadwick Age: 65	68	Trustee		~~1/2006-~~ January 2006 – Present		Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy ~~(01/2000-Present)~~(January 2000 – Present).	~~164~~	151	Wisconsin Energy Corporation ~~(06/2006-Present) and~~(June 2006 – Present); The Royce Funds ~~(35~~(23 funds) ~~(12/2009-Present)~~(December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present).

~~Albert E. DePrince, Jr.~~ Peter S. Drotch Age: 73	75	Trustee		~~05/2013-~~ October 2007 – Present	Retired.	~~Professor of Economics and Finance, Middle Tennessee State University (08/1991-Present).~~	~~164~~	151	None.

~~Peter S. Drotch~~ Martin J. Gavin Age: 72	67	Trustee		~~10/2007-~~ August 2015 – Present		~~Retired.~~	~~164~~		~~First Marblehead Corporation (09/2003-Present).~~

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~~Name and Age~~		~~Positions~~ ~~Held with~~ ~~the Fund~~		~~Term of Office~~ ~~and Length of~~ ~~Time Served~~¹		~~Principal Occupations During~~ ~~the Past 5 Years~~		~~Number of Funds in~~ ~~Fund Complex~~ ~~Overseen by Trustee~~²		~~Other Board Positions Held by~~ ~~Trustee~~
~~J. Michael Earley~~ ~~Age: 69~~		~~Trustee~~		~~2/2002-~~ ~~Present~~		~~Retired.~~		~~164~~		~~None.~~

~~Russell H. Jones~~ ~~Age: 70~~		~~Trustee~~		~~05/2013-~~ ~~Present~~		~~Retired.~~		~~164~~	��	~~None.~~

~~Patrick W. Kenny~~ ~~Age: 71~~		~~Trustee~~				Retired. Formerly, President and Chief Executive Officer, ~~International Insurance Society (06/2001-06/2009)~~Connecticut Children’s Medical Center (May 2006 – November 2015).	151	~~164~~None.
Russell H. Jones Age: 72	Trustee	May 2013 – Present	Retired.	151	None.

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Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years	Number of Funds in the Fund Complex Overseen by Trustees²	Other Board Positions Held by Trustees
Patrick W. Kenny Age: 74	Trustee	January 2005 – Present	Retired.	151	Assured Guaranty Ltd. ~~(04/2004-Present)~~(April 2004 – Present).

Joseph E. Obermeyer Age: 56	59	Trustee		~~05/2013-~~ May 2013 – Present		President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services ~~(11/1999-Present)~~(November 1999 – Present).		~~164~~	151	None.

Sheryl K. Pressler Age: 63	66	Trustee			January 2006 – Present	Consultant (May ~~2001-Present)~~2001 – Present).		~~164~~	151	None.

~~Roger B. Vincent~~ Christopher P. Sullivan Age: 68	63	Trustee			October 2015 – Present	Retired. Formerly, President, ~~Springwell Corporation, a corporate finance firm (03/1989-08/2011)~~Bond Division, Fidelity Management and Research (June 2009 – September 2012).	151	~~164~~None.
Roger B. Vincent Age: 71	Trustee	February 2002 – Present	Retired.	151	UGI Corporation ~~(02/2006-Present);~~(February 2006 – Present) and UGI Utilities, Inc. ~~(02/2006-Present)~~(February 2006 – Present).

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~~Name and Age~~		~~Positions~~ ~~Held with~~ ~~the Fund~~		~~Term of Office~~ ~~and Length of~~ ~~Time Served~~¹		~~Principal Occupations During~~ ~~the Past 5 Years~~		~~Number of Funds in~~ ~~Fund Complex~~ ~~Overseen by Trustee~~²		~~Other Board Positions Held by~~ ~~Trustee~~
Trustee who is an “Interested Person”

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Name, Address and
Age

Position(s)
Held with
the Fund

Term of Office and
Length of Time Served¹

Principal Occupation(s)
During the Past 5 Years

Number of Funds in
the Fund Complex
Overseen by Trustees²

Other Board Positions
Held by Trustees

Shaun P. Mathews³

Age: 58

Trustee

June 2006 – Present

President and Chief Executive Officer, Voya Investments, LLC ~~(11/2006-Present)~~(December 2006 – Present).

151

Voya Capital Corporation, LLC ~~(formerly known as ING Capital Corporation, LLC)~~ and Voya Investments Distributor, LLC, ~~(12/2005-Present)~~(December 2005 – Present); Voya Funds Services, LLC, Voya Investments, LLC and Voya Investment Management ~~LLC (03/2006-Present)~~(March 2006 – Present); and Voya Investment Trust Co. ~~(formerly known as ING Investment Trust Co.) (04/2009-Present)~~(April 2009 – Present).

Trustees serve until their successors are duly elected and qualified. The tenure of each ~~Independent~~ Trustee who is not an “interested person” as defined in the 1940 Act, of the Fund (as defined below, “Independent Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of ~~73.~~75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the ~~Trust~~Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise ~~comply~~complying under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees).

For the purposes of this table, ~~“Voya~~“Fund Complex” means the Voya family of ~~funds” means~~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 Government Money Market Portfolio; Voya Infrastructure, ~~Industrial~~Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya International High Dividend Equity Income Fund; Voya Investors Trust; Voya ~~Money Market Portfolio;~~Mutual Funds; Voya ~~Mutual Funds;~~Natural Resources Equity Income Fund; Voya Partners, Inc.; Voya Prime Rate Trust; ~~Voya Natural Resources Equity Income Fund;~~ 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 ~~complex~~Fund Complex is as of ~~March 31, 2014.~~February 28, 2017.

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Mr. Mathews is deemed to be an ~~“interested person” of the Funds as defined in the 1940 Act~~Interested Trustee because of his current affiliation with ~~any of~~ the ~~Funds,~~Voya funds, Voya Financial, Inc. ~~or any of~~, and Voya Financial, Inc.’s affiliates.

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Appendix B: Trustee Compensation Table

The following tables have been provided to the Fund by the Adviser and its affiliates and sets forth information regarding the compensation paid to the Independent Trustees for the ~~Fund’s~~ fiscal ~~years~~year ended February 28, ~~2013 and February 28, 2014~~2017 for service on the Board.

Name of Trustee Aggregate Compensation
from the Fund
(fiscal year ended February
28, 2014) Total Compensation from
Trust and Fund and
Complex Paid to Trustees
Colleen D. Baldwin¹ $ 2,823 312,500 ²
John V. Boyer¹ $ 2,848 317,500 ²
Patricia W. Chadwick $ 2,843 317,500 ²
Albert E. DePrince, Jr. $ 1,524 242,731 ³
Peter S. Drotch $ 2,393 265,000 ²
J. Michael Earley $ 2,778 310,000 ²
Martin J. Gavin^1,4 $ 753 125,943 ³
Russell H. Jones¹ $ 1,524 229,078 ³
Patrick W. Kenny¹ $ 2,813 312,500 ²
Joseph E. Obermeyer¹ $ 1,524 238,830 ³
Sheryl K. Pressler $ 3,161 352,500 ²
Roger B. Vincent $ 3,297 367,500 ²

		Aggregate Compensation from the Fund (fiscal year ended February 28, 2017)	Total Compensation from the Fund and Complex Paid to Trustees¹
Name of Trustee
Colleen D. Baldwin	$	2,996.25	$360,000.00
John V. Boyer	$	3,578.30	$430,000.00
Patricia W. Chadwick	$	2,996.25	$360,000.00
Peter S. Drotch	$	2,954.68	$355,000.00
Martin J. Gavin	$	2,746.80	$330,000.00
Russell H. Jones	$	2,954.68	$355,000.00
Patrick W. Kenny	$	2,954.68	$355,000.00
Joseph E. Obermeyer	$	2,996.25	$360,000.00
Sheryl K. Pressler	$	3,287.27	$395,000.00
Christopher P. Sullivan	$	2,746.80	$330,000.00
Roger B. Vincent	$	2,746.80	$330,000.00

During the fiscal year ended February 28, ~~2014,~~2017, Ms. ~~Baldwin~~Pressler and Messrs. Boyer, Gavin, Jones, Kenny, ~~Jones,~~ and Obermeyer deferred ~~$100,000,~~$40,000, $20,000, ~~$50,513, $76,208, $35,000,~~$165,000, $155,000, $88,750, and ~~$21,391,~~$36,000, respectively, of their compensation from the Voya family of funds.

Represents compensation from: (1) for the period from May 21, 2013 to February 28, 2014, 169 funds (total funds in the Voya family of funds as of February 28, 2014) and (2) for the period from March 1, 2013 to May 20, 2013, 145 funds (overseen by the Board member prior to the Consolidation).

Represents compensation from: (1) for the period from May 21, 2013 to February 28, 2014, 169 funds (total funds in the Voya family of funds as of February 28, 2014) and (2) for the period from March 1, 2013 to May 20, 2013, 34 funds (overseen by the Board member prior to the Consolidation).

~~Mr. Gavin resigned as a Trustee, effective September 12, 2013.~~

Name of Trustee Aggregate Compensation
from the Fund
(fiscal year ended February
28, 2013) Total Compensation from
Trust and Fund and
Complex Paid to Trustees¹
Colleen D. Baldwin $ 3,468 314,000
John V. Boyer² $ 3,550 321,500
Patricia W. Chadwick $ 3,550 321,500
Peter S. Drotch $ 3,192 289,000
J. Michael Earley $ 3,468 314,000
Patrick W. Kenny² $ 3,495 316,500
Sheryl K. Pressler $ 3,937 356,500
Roger B. Vincent $ 4,103 371,500

~~Represents compensation from 145 funds (total funds in the Voya family of funds as of February 28, 2013).~~

~~During the fiscal year ended February 28, 2013, Messrs. Boyer and Kenny deferred $20,000 and $79,125 respectively, of their compensation from the Voya family of funds.~~

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Appendix C: Shares Owned by Trustees

The following table sets forth information regarding the dollar range of equity securities of the Fund and other funds in the Voya family of funds beneficially owned by each Trustee as of ~~December 31, 2013.~~

Name of Trustee Dollar Range
of Equity
Securities in
the Fund Aggregate Dollar Range of Equity
Securities in all Registered Investment
Companies Overseen by Trustee in
Family of Investment Companies
Independent Trustees
Colleen D. Baldwin $ 0 Over $100,000¹
John V. Boyer $ 0
Over $100,000
$50,000 - $100,000¹
Patricia W. Chadwick $ 0 Over $100,000
Albert E. DePrince, Jr. $ 0 Over $100,000¹
Peter S. Drotch $ 0 Over $100,000
J. Michael Earley $ 0 Over $100,000
Russell H. Jones $ 0 Over $100,000¹
Patrick W. Kenny $ 0
Over $100,000
Over $100,000¹
Joseph E. Obermeyer $ 0 Over $100,000¹
Sheryl K. Pressler $ 0 Over $100,000¹
Roger B. Vincent $ 0
Over $100,000
Over $100,000¹
Trustee who is an “Interested Person”
Shaun P. Mathews $ 0
Over $100,000
Over $100,000¹

~~Held in a 401(k)/deferred compensation account.~~

February 28, 2017.

28Name of Trustee	PPR	Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Independent Trustees
Colleen D. Baldwin	$0	Over $100,000¹
John V. Boyer	$0	Over $100,000¹
Patricia W. Chadwick	$0	Over $100,000
Peter S. Drotch	$0	Over $100,000
Martin J. Gavin	$0	Over $100,000¹
Russell H. Jones	$0	Over $100,000¹
Patrick W. Kenny	$0	Over $100,000¹
Joseph E. Obermeyer	$0	Over $100,000¹
Sheryl K. Pressler	$0	Over $100,000¹
Christopher P. Sullivan	$0	None
Roger B. Vincent	$0	Over $100,000
Trustee who is an “Interested Person”
Shaun P. Mathews	$0	Over $100,000¹

~~Table~~1.

Includes the value of ~~Contents~~shares in which a Trustee has an indirect interest through a deferred compensation plan and/or a 401(k) Plan.

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Appendix D: Officers

Information for each Officer of the Fund is set forth in the table ~~below:~~

below. The mailing address for each officer is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, except as noted below.

Name, Address and Age		~~Positions~~ Position(s) Held with the ~~Funds~~Fund		Term of Office and Length of Time Served¹		Principal ~~Occupation~~Occupation(s) During the ~~Last~~ ~~Five~~Past 5 Years
Shaun P. Mathews Age: 58	61	President and Chief Executive Officer		~~11/2006-Present~~	November 2006 - Present	President and Chief Executive Officer, Voya Investments, LLC ~~(11/2006-Present)~~(December 2006 – Present).

Michael J. Roland Age: 55	58	Executive Vice President	February 2002 - Present	~~02/2002-Present~~		Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC ~~(04/2012-Present)~~(March 2012 – Present). Formerly, Chief Compliance Officer, of Directed Services LLC and Voya Investments, LLC ~~(03/2011-12/~~(March 2011 – December 2013); Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC~~(01/2007-04/~~ (January 2007 – April 2012); and Chief Compliance Officer, Voya Family of Funds ~~(03/2011-02/~~(March 2011 – February 2012).

Stanley D. Vyner 230 Park Avenue New York, New York 10169 Age: 64 66		Executive Vice President Chief Investment Risk Officer		~~08/2003-Present~~ ~~09/2009-Present~~	August 2003 - Present September 2009 - Present	Executive Vice President, Voya Investments, LLC ~~(07/2000-Present)~~(July 2000 – Present) and Chief Investment Risk Officer, Voya Investments, LLC ~~(01/2003-Present)~~(January 2003 – Present).

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Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years

Kevin M. Gleason Age: 47	50	Chief Compliance Officer		~~02/~~February 2012 - Present		Senior Vice President Voya ~~Investments,~~Investment Management, LLC ~~(02/2012-Present)~~and Chief Compliance Officer, Voya Family of Funds (February 2012- Present). Formerly, Assistant General Counsel and Assistant Secretary, The Northwestern Mutual Life Insurance Company, ~~(06/2004-01/~~(June 2004 – January 2012).

Todd Modic Age: 46	49	Senior Vice President, Chief/Principal Financial Officer &and Assistant Secretary		~~03/2005-Present~~	March 2005 - Present	Senior Vice President, Voya ~~Fund~~Investments, LLC and Voya Funds Services, LLC ~~(03/2005-Present)~~(April 2005 – Present).

Daniel A. Norman Age: 56 59		Senior Vice President and Treasurer		~~04/1995-Present~~ ~~06/1997-Present~~	April 1995 - Present	Managing Director and Group Head, Voya Investment Management Co. LLC ~~(02/12-Present). Formerly,~~ (January 2012 – Present)
Kimberly A. Anderson Age: 52	Senior Vice President	November 2003 - Present	Senior Vice President, Voya Investments, LLC (September 2003 – Present).
Jeffrey A. Bakalar Age: 57	Senior Vice President	November 1999 - Present	Managing Director and Group Head, Voya Investment Management Co. LLC ~~(01/2000-01/2012).~~

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~~Name and~~
~~Age~~

~~Positions~~
~~Held with the~~
~~Funds~~

~~Term of Office~~
~~and Length of~~
~~Time Served~~¹

~~Principal Occupation During the Last~~
~~Five Years~~(January 2012 – Present)

~~William H. Rivoir III~~

Elliot A. Rosen
Age: 63

Senior Vice President ~~& Assistant Secretary~~

~~2/2001-Present~~

May 2002 - Present

Senior Vice President, Voya Investment Management Co. LLC ~~(01/2004-Present).~~(February 1999 – Present)

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Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years

~~Kimberly A. Anderson~~ Robert Terris Age: 49	46	Senior Vice President		~~11/2003-Present~~		~~Senior Vice President, Voya Investments, LLC (10/2003- Present).~~

~~Jeffrey A. Bakalar~~ ~~Age: 54~~		~~Senior Vice President~~		~~11/1999-Present~~		~~Senior Vice President, Voya Investment Management Co. LLC (01/2000).~~

~~Julius Drelick III~~ ~~Age: 47~~		~~Senior Vice President~~		~~07/2012-Present~~		Senior Vice President-Fund Compliance, Voya Funds Services, LLC (06/2012-Present); and Chief Compliance Officer of Directed Services LLC, and Voya Investments, LLC (01/2014-Present). Formerly, Vice President-Platform Product Management and Project Management, Voya Investments, LLC (04/2007-06/2012).

~~Robert Terris~~ ~~Age: 43~~		~~Senior Vice President~~		~~05/2006-Present~~	May 2006 - Present	Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC ~~(01/2006-Present)~~(March 2006 – Present).

~~Elliot A. Rosen~~ ~~Age: 60~~		~~Senior Vice President~~		~~05/2002-Present~~		~~Senior Vice President, Voya Investment Management Co. LLC (02/1999-Present).~~

Fred Bedoya Age: 41	44	Vice President	September 2012 - Present	~~09/2012-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 Age: 58	Vice President	September 2004 - Present	Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (September 2004 – Present).
Lauren D. Bensinger Age: 63	Vice President	August 2003 - Present	Vice President, Voya Funds Services, LLC ~~(03/2012-Present). Formerly, Assistant Vice President-Director, Voya Funds Services, LLC (03/2003-03/2012).~~

~~Maria M. Anderson~~ ~~Age: 55~~		~~Vice President~~		~~09/2004-Present~~		~~Vice President, Voya Funds Services, LLC (09/2004-Present).~~

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~~Name~~(February 1996 – Present) and ~~Age~~		~~Positions~~ ~~Held with the~~ ~~Funds~~		~~Term of Office~~ ~~and Length of~~ ~~Time Served~~¹	~~Principal Occupation During the Last~~ ~~Five Years~~
~~Lauren D. Bensinger~~ ~~Age: 60~~		~~Vice President~~		~~02/2003-Present~~	~~Vice President,~~ Voya Investments, LLC ~~and Voya Funds Services, LLC (02/1996-Present)~~(October 2004 – Present); ~~Director of Compliance, Voya Investments, LLC (10/2004-Present); and~~ Vice President and Money Laundering Reporting Officer, Voya Investments Distributor, LLC ~~(04/2010-Present)~~(April 2010 – Present). ~~Formerly, Chief~~Anti-Money Laundering Compliance Officer, Voya ~~Investments Distributor, LLC (08/1995-04/2010)~~Financial, Inc. (January 2013 – Present); and Money Laundering Reporting Officer, Voya Investment Management Trust Co. (October 2012 – Present).

~~Robyn L. Ichilov~~ Sara Donaldson Age: 46	57	Vice President	September 2014 - Present	~~05/1999-Present~~	Vice President, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President, Voya Funds Services, LLC ~~(11/1995-Present)~~(April 2014 – October 2015). Formerly, Director, Compliance, AXA Rosenberg Global Services, LLC (September 1997 – March 2014).

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Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of Time Served¹	Principal Occupation(s) During the Past 5 Years
Micheline S. Faver Age: 39	Vice President	September 2016 - Present	Vice President, Head of Fund Compliance, Voya Investments, LLC and Chief Compliance Officer for Voya Investments, LLC and Directed Services LLC (June 2016 – Present). Formerly, Vice President Mutual Fund Compliance (March 2014 – June 2016); Assistant Vice President, Mutual Fund Compliance (May 2013 – March 2014); Assistant Vice President, Senior Project Manager (May 2008 – May 2013).
Robyn L. Ichilov Age: 49	Vice President	November 1997 - Present	Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC~~(08/1997-Present)~~ (August 1997 – Present). Formerly, Treasurer, Voya Family of Funds ~~(11/1999-02/~~(November 1999 – February 2012).

Jason Kadavy Age: 38	41	Vice President		~~09/2012-Present~~	September 2012 - Present	Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC ~~(07/2007-Present)~~(July 2007 – Present).

Kimberly K. Springer Age: 57	59	Vice President		~~03/2006-Present~~	March 2006 - Present	Vice ~~President-Platform~~President – Mutual Fund Product ~~Management and Product Management,~~Development, Voya Investments, LLC ~~(07/2012-Present)~~(July 2012 – Present); Vice President, Voya Family of Funds ~~(03/2010-Present);~~(March 2010 – Present) and Vice President, Voya Funds Services, LLC ~~(03/2006-Present)~~(March 2006 – Present). Formerly Managing Paralegal, Registration Statements ~~(06/2003-07/~~(June 2003 – July 2012).

Craig Wheeler Age: 45	48	Vice President		May 2013 - Present		Vice ~~President-Director~~President – Director of Tax, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President – Director of Tax, Voya Funds Services, LLC ~~(03/2013-Present)~~(March 2013 – October 2015). Formerly, Assistant Vice ~~President-Director~~President – Director of Tax, Voya Funds Services, LLC ~~(03/2008-02/~~(March 2008 – February 2013).

Huey P. Falgout, Jr. Age: 50	53	Secretary		August ~~2003-Present~~	2003 - Present	Senior Vice President and Chief Counsel, Voya ~~Family~~Investment Management – Mutual Fund Legal Department (March 2010 – Present).

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Name, Address and Age

Position(s) Held with
the Fund

Term of ~~Funds (March 2010-Present). Formerly, Chief Counsel, ING Americas, U.S. Legal Services (10/2003-03/2010).~~Office and Length of Time Served¹

Principal Occupation(s) During the Past 5 Years

Paul A. Caldarelli

Age: 62

Assistant Secretary

June ~~2010-Present~~

2010 - Present

Vice President and Senior Counsel, Voya ~~Family of Funds (03/2010-Present). Formerly, Senior Counsel, ING Americas, U.S.~~Investment Management – Mutual Fund Legal ~~Services (04/2008-03/2010)~~Department (March 2010 – Present).

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~~Name and~~
~~Age~~

~~Positions~~
~~Held with the~~
~~Funds~~

~~Term of Office~~
~~and Length of~~
~~Time Served~~¹

~~Principal Occupation During the Last~~
~~Five Years~~

Theresa K. Kelety

Age: 51

Assistant Secretary

August ~~2003-Present~~

2003 - Present

The officers hold office until the next annual meeting of the Trustees and until their successors have been elected and qualified.

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Appendix E: Common Shares Outstanding

The following table sets ~~for~~forth the Common Shares outstanding for the Fund as of the Record Date.

Fund		Number of Common Shares Outstanding
~~Voya Prime Rate Trust~~PPR			~~147,787,694~~

33147,787,711.1780

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Appendix F: 5% Beneficial Ownership

Fund	Name and Address of Shareholder¹		Percentage of Fund
PPR	Cede & Co PO Box 20 Bowling Green Station New York, NY 10274			~~95.08~~	95.99%

This entity is the shareholder of record and may be deemed to be the beneficial owner of the shares listed for certain purposes under the securities laws, although in certain instances it may not have an economic interest in these shares and would, therefore, ordinarily disclaim any beneficial ownership therein.

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Appendix G: Fees Paid to the Independent Registered Public Accountants

The following table shows fees paid to KPMG for professional audit services during the Fund’s most recent fiscal years ended February 28, ~~2014~~2017 and February ~~28, 2013,~~29, 2016, as well as fees billed for other services rendered by KPMG to the Fund.

Audit Fees¹ Audit-Related Fees² Tax Fees³ All Other Fees⁴
2014 2013 2014 2013 2014 2013 2014 2013
$ 70,500 $ 65,000 $ 4,925 $ 12,000 $ 7,399 $ 6,356 $ 0 $ 0

Fund	Audit Fees¹		Audit-Related Fees²		Tax Fees³		All Other Fees⁴
Fund	2017	2016	2017	2016	2017	2016	2017	2016
PPR	$73,000	$70,500	$7,750	$7,575	$8,226	$7,491	$0	$0

Audit fees consist of fees billed for professional services rendered for the audit of the ~~Fund’s~~ year-end financial statements and services that are normally provided by KPMG in connection with statutory and regulatory filings.

Audit-related fees consist principally of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s consolidated financial statements and are not reported under “Audit Fees.” These services include ~~attest~~attestation services that are not required by statute or regulations and consultations concerning financial accounting and reporting standards.

Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance.

All other fees would include fees for products and services other than the services reported above, including those related to the review and issuance of consents on various SEC filings.

Table of Contents

The following tables presents: (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to ~~each Registrant~~the Fund by the independent registered public accounting firm for ~~each Registrant's~~the Fund’s fiscal years ended February 28, ~~2014~~2017 and February ~~28, 2013;~~29, 2016; and (ii) the aggregate non-audit fees billed to the investment adviser, or any of its affiliates, by the independent registered public accounting firm for the same time periods.

Aggregate Non-Audit Fees
Registrant/Investment Adviser 2014 2013
Voya Prime Rate Trust $ 12,264 $ 18,356
Voya Investments, LLC¹ $ 345,500 $ 461,250

Aggregate Non-Audit Fees
Registrant/Investment Adviser	2017	2016
PPR	$15,976	$15,066
Voya Investments, LLC¹	$101,050	$178,050

Includes fees paid by the Adviser and any affiliates of the Adviser that are subsidiaries of Voya Financial, Inc.

Table of Contents

VOYA PRIME-PRX-0519

~~VOYA CCE-PRX-0514~~

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

	~~EASYVOTING OPTIONS:~~

		~~VOTE ON THE INTERNET~~ ~~Log on to:~~ ~~www.proxy-direct.com~~ ~~or scan the QR code~~ ~~Follow the on-screen instructions~~ *~~available 24 hours~~*

		~~VOTE BY PHONE~~ ~~Call 1-800-337-3503~~ ~~Follow the recorded instructions~~ *~~available 24 hours~~*

		~~VOTE BY MAIL~~ ~~Vote, sign and date this Proxy~~ ~~Card and return in the~~ ~~postage-paid envelope~~

		~~VOTE IN PERSON~~ ~~Attend Shareholder Meeting~~ ~~7337 East Doubletree Ranch Road,~~ ~~Suite 100~~ ~~Scottsdale, Arizona~~ ~~on July 2, 2014~~

EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE IN PERSON Attend Shareholder Meeting 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona on July 6, 2017 Please detach at perforation before mailing.

~~PROXY~~

~~VOYA PRIME RATE TRUST~~

~~(formerly, ING Prime Rate Trust)~~

~~ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 2, 2014~~

~~PROXY~~

PROXY VOYA PRIME RATE TRUST ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 6, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned hereby appoints Huey P. Falgout, Jr., Theresa K. Kelety, or Todd Modic, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of Voya Prime Rate Trust (the “Fund”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held July ~~2, 2014~~6, 2017 at 1:00 p.m. (Local time), at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, and any adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement/Prospectus, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting.

If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” the nominees for trustee (Proposal 1).

	~~VOTE VIA THE INTERNET: www.proxy-direct.com~~
	~~VOTE VIA THE TELEPHONE: 1-800-337-3503~~

	~~Note~~: Please sign exactly as your name(s) appear(s) on this Proxy. Joint owners should each sign personally. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.


	~~Signature and Title, if applicable~~


	~~Signature (if held jointly)~~



	~~Date~~	~~PRT_25571_042814~~

VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 PLEASE SIGN AND DATE ~~AND RETURN~~ON THE ~~PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.~~REVERSE SIDE PRT_28754_042117

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Shareholders Meeting to Be Held on July ~~2, 2014.~~

6, 2017. The Proxy Statement/Prospectus and Notice of Annual Meeting are available at:

www.proxyvote.com/voya

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement dated May ~~14, 2014~~19, 2017 and upon all other such matters as may properly come before the meeting or any adjournment thereof.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X FOR WITHHOLD FOR ALL ALL ALL EXCEPT A Proposal THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. 1. To elect 12 nominees to the Board of Trustees of the Fund. 01. Colleen D. Baldwin 02. John V. Boyer 03. Patricia W. Chadwick 04. Peter S. Drotch 05. Martin J. Gavin 06. Russell H. Jones 07. Patrick W. Kenny 08. Joseph E. Obermeyer 09. Sheryl K. Pressler 10. Christopher P. Sullivan 11. Roger B. Vincent 12. Shaun P. Mathews INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2. To transact such other business as may properly come before the Annual Meeting. B Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box / / 608999900109999999999 + xxxxxxxxxxxxxx VOY 28754 M xxxxxxxx

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:~~¢

1.	~~To elect 12 nominees to the Board of Trustees of the Fund.~~			~~FOR~~	~~WITHHOLD~~	~~FOR ALL~~
				~~ALL~~	~~ALL~~	~~EXCEPT~~
	~~01. Colleen D. Baldwin~~ ~~04. Albert E. DePrince, Jr.~~ ~~07. Russell H. Jones~~ ~~10. Sheryl K. Pressler~~	~~02. John V. Boyer~~ ~~05. Peter S. Drotch~~ ~~08. Patrick W. Kenny~~ ~~11. Roger B. Vincent~~	~~03. Patricia W. Chadwick~~ ~~06. J. Michael Earley~~ ~~09. Joseph E. Obermeyer~~ ~~12. Shaun P. Mathews~~	¨	¨	¨

	~~INSTRUCTIONS:~~ ~~To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.~~


2.	~~To transact such other business as may properly come before the Annual Meeting.~~

~~PLEASE SIGN AND DATE ON THE REVERSE SIDE~~

~~PRT_25571_042814~~


(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.):

	~~Sincerely,~~

	~~Shaun P. Mathews~~
	~~President and Chief Executive Officer~~

	~~By Order of the Board of Trustees~~

	~~Huey P. Falgout, Jr.~~
	~~Secretary~~

Introduction		13
Why did you send me this booklet?		13
What ~~proposals~~proposal will be considered at the Annual Meeting?		13
Who is eligible to vote?		13
How do I vote?		13
When and where will the Annual Meeting be held?		13
How can I obtain more information about the Fund?		24
Who are the ~~affiliated~~ service providers to the Fund?		24
Proposal One – Election of the Nominees		46
What is Proposal One?		46
Who are the Nominees and what are their qualifications?		46
How long will the Trustees serve on the Board?		810
What is the required vote?		810
What is the Board’s recommendation?		811
Further Information about the Trustees and Officers		912
~~How is the Board structured?~~		9
~~What are the Trustees paid for their services?~~		15
~~Do the Independent Trustees own shares of the Fund or certain affiliates?~~		16
~~How often does the Board meet?~~		17
~~Who are the officers of the Fund?~~		17
~~What are the officers paid for their services?~~		18
General Information about the Proxy Statement		1920
Who is asking for my vote?		1920
How is my proxy being solicited?		1920
What happens to my proxy once I submit it?		1920
Can I revoke my proxy after I submit it?		1920
How will my shares be voted?		1920
How many shares are outstanding?		2021
Section 16(a) Beneficial Ownership Reporting Compliance		2021
Shareholder Communications with the Board ~~of Trustees~~		2122
What is the deadline to submit a proposal for the ~~2015~~2017 Annual Meeting?		2122
Who are the Fund’s independent public accountants?		2122
Why did my household only receive one copy of this Proxy Statement?		2223
Who pays for this proxy solicitation?		2324
Appendix A: Nominees		2425
Appendix B: Trustee Compensation Table		2730
Appendix C: Shares Owned by Trustees		2831
Appendix D: Officers		2932
Appendix E: Common Shares Outstanding		3337
Appendix F: 5%5 Beneficial Ownership		3438
Appendix G: Fees Paid to the Independent Registered Public Accountants		35

Name of Trustee	Aggregate Compensation from the Fund (fiscal year ended February 28, 2014)		Total Compensation from Trust and Fund and Complex Paid to Trustees
Colleen D. Baldwin¹	$	2,823		312,500	²
John V. Boyer¹	$	2,848		317,500	²
Patricia W. Chadwick	$	2,843		317,500	²
Albert E. DePrince, Jr.	$	1,524		242,731	³
Peter S. Drotch	$	2,393		265,000	²
J. Michael Earley	$	2,778		310,000	²
Martin J. Gavin^1,4	$	753		125,943	³
Russell H. Jones¹	$	1,524		229,078	³
Patrick W. Kenny¹	$	2,813		312,500	²
Joseph E. Obermeyer¹	$	1,524		238,830	³
Sheryl K. Pressler	$	3,161		352,500	²
Roger B. Vincent	$	3,297		367,500	²

Name of Trustee	Aggregate Compensation from the Fund (fiscal year ended February 28, 2013)		Total Compensation from Trust and Fund and Complex Paid to Trustees¹
Colleen D. Baldwin	$	3,468		314,000
John V. Boyer²	$	3,550		321,500
Patricia W. Chadwick	$	3,550		321,500
Peter S. Drotch	$	3,192		289,000
J. Michael Earley	$	3,468		314,000
Patrick W. Kenny²	$	3,495		316,500
Sheryl K. Pressler	$	3,937		356,500
Roger B. Vincent	$	4,103		371,500

Name of Trustee	Dollar Range of Equity Securities in the Fund		Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies
Independent Trustees
Colleen D. Baldwin	$	0	Over $100,000¹
John V. Boyer	$	0	Over $100,000 $50,000 - $100,000¹
Patricia W. Chadwick	$	0	Over $100,000
Albert E. DePrince, Jr.	$	0	Over $100,000¹
Peter S. Drotch	$	0	Over $100,000
J. Michael Earley	$	0	Over $100,000
Russell H. Jones	$	0	Over $100,000¹
Patrick W. Kenny	$	0	Over $100,000 Over $100,000¹
Joseph E. Obermeyer	$	0	Over $100,000¹
Sheryl K. Pressler	$	0	Over $100,000¹
Roger B. Vincent	$	0	Over $100,000 Over $100,000¹
Trustee who is an “Interested Person”
Shaun P. Mathews	$	0	Over $100,000 Over $100,000¹

Audit Fees¹				Audit-Related Fees²				Tax Fees³				All Other Fees⁴
2014		2013		2014		2013		2014		2013		2014		2013
$	70,500	$	65,000	$	4,925	$	12,000	$	7,399	$	6,356	$	0	$	0

(4)	Proposed maximum aggregate value of transaction:


(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party: