Filed by Voya Partners, Inc. (SEC File Nos.: 333-32575; 811-08319) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.
March 30, 2016
Voya Investment Management
ClientTalking Points
VY® Fidelity® VIP Mid Cap Portfolio
Voya Investment Management has announced the following changes:
| Planned Change(s) | Effective Date (on or about) | Merging Portfolio Name | Surviving Portfolio Name |
| Reorganization | August 26, 2016 | VY® Fidelity® VIP Mid Cap Portfolio | VY® T. Rowe Price Diversified Mid Cap Growth Portfolio |
The Boards of Directors/Trustees (the “Board”) of VY® Fidelity® VIP Mid Cap Portfolio (the “Fidelity Mid Cap Portfolio”) and VY® T. Rowe Price Diversified Mid Cap Growth Portfolio(“TRP Diversified Mid Cap Growth Portfolio”) approved an Agreement and Plan of Reorganization (“Merger” or “Reorganization”). The approval of shareholders of the VY® Fidelity® VIP Mid Cap Portfolio is required before the Merger may take place.
| § | What is happening? |
| o | On March 18, 2016, the Board approved a proposal to merge Fidelity Mid Cap Portfolio into TRP Diversified Mid Cap Growth Portfolio. |
| o | Shareholders of Fidelity Mid Cap Portfolio will be sent a combined proxy statement and prospectus on or about June 22, 2016. |
| o | A shareholder meeting will be held on or about August 9, 2016. |
| o | Pending shareholder approval, the Merger will occur as of the close of business on or about August 26, 2016. |
| o | Fidelity Mid Cap Portfolio operates as a “feeder fund” which means it invests all of its assets in a separate mutual fund: the Service Class 2 shares of Fidelity® VIP Mid Cap Portfolio (“Master Fund”). Fidelity Mid Cap Portfolio has the same investment objective and limitations as the Master Fund in which it invests. FMR Co. Inc. serves as the sub-adviser to the Master Fund. T. Rowe Price Associates, Inc. (“T. Rowe Price”) serves as sub-adviser to TRP Diversified Mid Cap Growth Portfolio. If the Merger is approved, shareholders of Fidelity Mid Cap Portfolio will become shareholders of TRP Diversified Mid Cap Growth Portfolio as of the close of business on or about August 26, 2016. |
March 30, 2016
Client Talking Points
| o | A prospectus supplement was filed on or about March 28, 2016 to notify shareholders of the changes. |
| § | Why is the Merger proposed? |
| o | This Merger was determined to be in the best interest of shareholders by the Board after a review of several factors. |
| § | How do the Investment Objectives compare? |
| Fidelity VIP Mid Cap Portfolio | TRP Diversified Mid Cap Growth Portfolio | |
| Investment Objective | The Portfolio seeks long-term growth of capital. | The Portfolio seeks long-term capital appreciation. |
| § | What is the experience of the T. Rowe Price Associates, Inc. Team? |
TRP Diversified Mid Cap Growth Portfolio is managed by the T. Rowe Price Associates, Inc. team of Donald J. Easley, and Donald J. Peters.
Donald J. Easley, CFA
Portfolio Manager
Mr. Easley, CFA, Vice President and Portfolio Manager in the U.S. equity division for the tax-efficient and structured active mid-cap growth strategies, joined T. Rowe Price in 2000. Prior to that, he worked as a credit analyst with the Bank of New York.
Donald J. Peters
Portfolio Manager
Mr. Peters is a Vice President of T. Rowe Price and has been managing investments since joining T. Rowe Price in 1993. Mr. Peters is a portfolio manager for major institutional relationships at T. Rowe Price with structured active tax-efficient strategies.
For financial professional use only. Not for inspection by or distribution to the general public.
The foregoing is not an offer to sell, nor a solicitation of an offer to buy, shares of any portfolio, nor is it a solicitation of any proxy. For information regarding the Portfolio, please call Voya Investment Management toll free at 1-800-992-0180.
For information regarding any of the Portfolios discussed in this Client Talking Points, please call Voya Investment Management toll free at 1-800-992-0180. To receive a free copy of a Proxy Statement/Prospectus relating to the proposed merger of VY® Fidelity® VIP Mid CapPortfolio with and into VY® T. Rowe Price Diversified Mid Cap Growth Portfolio, please call Voya Investment Management toll free at 1-800-992-0180. This “Client Talking Points” is qualified in its entirety by reference to the Proxy Statement/ Prospectus, and supersedes any prior Client Talking Points. The Proxy Statement/Prospectus contains important information about fund objectives, strategies, fees, expenses and risk considerations, and therefore you are advised to read it. The Proxy Statement/Prospectus and shareholder reports and other information are or will also be available for free on the SEC’s website (www.sec.gov). Please read any Proxy Statement/Prospectus carefully before making any decision to invest or to approve the merger.
March 30, 2016
Client Talking Points
This information is proprietary and cannot be reproduced or distributed. Certain information may be received from sources Voya Investment Management considers reliable; Voya Investment Management does not represent that such information is accurate or complete. Certain statements contained herein may constitute "projections," "forecasts" and other "forward-looking statements" which do not reflect actual results and are based primarily upon applying retroactively a hypothetical set of assumptions to certain historical financial data. Actual results, performance or events may differ materially from those in such statements. Any opinions, projections, forecasts and forward looking statements presented herein are valid only as of the date of this document and are subject to change. Nothing contained herein should be construed as: (i) an offer to buy any security; or (ii) a recommendation as to the advisability of investing in, purchasing or selling any security. Voya Investment Management assumes no obligation to update any forward-looking information. Past performance is no guarantee of future results.
Your clients should consider the investment objectives, risks, charges and expenses of VY® T. Rowe Price Diversified Mid Cap Growth Portfolio carefully before investing. For a free copy of the VY® T. Rowe Price Diversified Mid Cap Growth Portfolio’s prospectus, which contains this and other information, visit us atwww.voyainvestments.com or call Voya Investment Management at 1-800-992-0180. Please instruct your clients to read the prospectus carefully before investing.
IM0328-23184-0317