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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-10223
Voya Senior Income Fund
(Exact name of registrant as specified in charter)
7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ | 85258 |
(Address of principal executive offices) | (Zip code) |
The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-800-992-0180
Date of fiscal year end: | February 28 |
| |
Date of reporting period: | March 1, 2015 – August 31, 2015 |
Item 1. Reports to Stockholders.
The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):
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Voya Investment Management
Semi-Annual Report
August 31, 2015
Voya Senior Income Fund
E-Delivery Sign-up – details inside
This report is submitted for general information to shareholders of the Voya mutual funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the fund's investment objectives, risks, charges, expenses and other information. This information should be read carefully.
INVESTMENT MANAGEMENT
voyainvestments.com
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Voya Senior Income Fund
SEMI-ANNUAL REPORT
August 31, 2015
Table of Contents
Portfolio Managers' Report | | | 2 | | |
Statement of Assets and Liabilities | | | 9 | | |
Statement of Operations | | | 11 | | |
Statements of Changes in Net Assets | | | 12 | | |
Statement of Cash Flows | | | 13 | | |
Financial Highlights | | | 14 | | |
Notes to Financial Statements | | | 16 | | |
Portfolio of Investments | | | 27 | | |
Advisory Contract Approval Discussion | | | 48 | | |
Additional Information | | | 49 | | |
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Voya Senior Income Fund
PORTFOLIO MANAGERS' REPORT
Dear Shareholders:
Voya Senior Income Fund (the "Fund") is a continuously offered, diversified, closed-end management investment company that seeks to provide investors with a high level of monthly income. The Fund seeks to achieve this objective by investing under normal market conditions, at least 80% of its net assets (plus borrowings for investment purposes) in U.S. dollar denominated floating rate secured senior loans.
PORTFOLIO CHARACTERISTICS AS OF AUGUST 31, 2015 | |
Net Assets | | $ | 562,675,060 | | |
Total Assets | | $ | 792,457,537 | | |
Assets Invested in Senior Loans | | $ | 747,193,713 | | |
Senior Loans Represented | | | 355 | | |
Average Amount Outstanding per Loan | | $ | 2,104,771 | | |
Industries Represented | | | 34 | | |
Average Loan Amount per Industry | | $ | 21,976,286 | | |
Portfolio Turnover Rate (YTD) | | | 30 | % | |
Weighted Average Days to Interest Rate Reset | | | 40 | | |
Average Loan Final Maturity | | | 62 months | | |
Total Leverage as a Percentage of Total Assets | | | 24.01 | % | |
PERFORMANCE SUMMARY
During the period ended August 31, 2015, the Fund's Class A shares distributed total dividends of $0.35, resulting in an average annualized distribution rate(1) of 5.48%. The Fund's Class I and Class W shares each distributed total dividends of $0.37, resulting in an average annualized distribution rate(1) of 5.74% and 5.73%, respectively. During the same period, the Fund's Class B and Class C shares each distributed total dividends of $0.32, resulting in an average annualized distribution rate(1) of 4.99% and 4.98%, respectively.
The Fund's total return for the period ended August 31, 2015, excluding sales charges and based on full reinvestment of dividends, for Class A, Class B, Class C, Class I and Class W was 0.66%, 0.42%, 0.41%, 0.79%, and 0.79%, respectively.(2) For the same period, the S&P/LSTA Leveraged Loan Index (the "Index")(3) had a total return of 0.35%.
MARKET REVIEW
The U.S. loan market's returns for the period were primarily a function of increasing volatility in global capital markets and shifting supply and demand technicals. Robust demand at the beginning of the period lifted most loan prices, but with a large number of issues trading at par or marginally higher, and new loan supply still outpaced by investor demand, spread repricing activity accelerated. Repricing activity, in which corporate borrowers actively seek a reduction in the credit spread paid on their loans, peaked in May, a result of steady demand, particularly from Collateralized Loan Obligation (CLO) investors and a decreasing new issue pipeline. In fact, supply was muted for much of the period, starting out slow before
(1) The distribution rate is calculated by annualizing the dividends and distributions declared during the last month of the period (i.e., divide the current month's dividend by the number of days in the related month and multiply by the number of days in the fiscal year) and then dividing the resulting figure by the reporting period-end NAV. The distribution rate is based solely on the actual dividends and distributions, which are made at the discretion of management. The distribution rate includes distributions from net investment income. The tax characterization of dividends and distributions will be determined after the Fund's tax year-end.
(2) The Fund's performance returns shown reflect applicable fee waivers and/or expense limits in effect during this period. Absent such fee waivers/expense limitations, if any, performance would have been lower.
(3) The Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's and the Loan Syndications and Trading Association ("LSTA") conceived the Index to establish a performance benchmark for the syndicated leveraged loan industry. The Index is not subject to any fees or expenses. An investor cannot invest directly in an index.
2
Voya Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
increasing to just over $60 billion in May, before declining again in late July/early August as the loan market neared its typical late-summer slowdown. The increase of new primary issuance in May effectively ended most repricing activity, as did an increase in volatility across markets that weighed down loan prices. The weighted average price of the Index stood at 97.02 at the end of February and had declined to 95.14 at the end of August.
From a fundamentals perspective, default activity remained low. There were five defaults in the Index during the period. As a result, the trailing twelve-month Index default rate, as measured by principal amount, ended the fiscal quarter at 1.30%.
PORTFOLIO SPECIFICS
The Fund outperformed the Index during the reporting period, attributable primarily to a conscious underweight of the oil and gas sector and a zero weight to the Index's largest default and one of the most volatile credits in the Index, Energy Future Holdings Corporation. The Fund also benefited from a sector underweight and positive selection in nonferrous metals/minerals and a sector overweight and positive selection in the electronics/electrical sector. The largest relative detractor to Fund performance was attributable to a significant decline in the market value of loans issued by Millennium Healthcare Inc., a single B rated borrower in which the Fund was overweight relative to the Index. Millennium saw its loan price fall into the low 40s during the second quarter, a function of heightened concerns over developing regulatory challenges. Together with several of our large loan manager peers, we remain actively engaged in this situation. Additional relative detractors to Fund performance included selection in automotive and a sector underweight to financial intermediaries.
We also employed leverage for investment purposes in line with historical norms during the period due to strong investor demand which provided a solid technical backdrop. Volatility of retail loan fund outflows moderated and became more predictable during the first four months of the period. However, during the last two months, the Fund's leverage was brought down below norms as uncertainty surrounding the above mentioned Greek default and Chinese equity pressure left the buy side feeling uneasy.
Credit spreads remained range bound for much of the period, 4.43% for the Index as of February 28 vs. 4.41% as of August 31. In an effort to capture what we believed to be the best relative value available, the bulk of incremental
TOP TEN SENIOR LOAN ISSUERS
AS OF AUGUST 31, 2015
AS A PERCENTAGE OF:
| | TOTAL ASSETS | | NET ASSETS | |
Fitness International, LLC. | | | 1.3 | % | | | 1.8 | % | |
BJs Wholesale Club | | | 1.1 | % | | | 1.5 | % | |
Amaya Gaming Group Inc. | | | 1.1 | % | | | 1.5 | % | |
Advance Pierre Foods | | | 1.1 | % | | | 1.5 | % | |
Gates Global LLC | | | 0.9 | % | | | 1.3 | % | |
Avaya Inc. | | | 0.9 | % | | | 1.3 | % | |
Federal-Mogul Corporation | | | 0.9 | % | | | 1.2 | % | |
Gardner Denver, Inc. | | | 0.8 | % | | | 1.2 | % | |
PetSmart, Inc. | | | 0.8 | % | | | 1.2 | % | |
Asurion, LLC | | | 0.8 | % | | | 1.1 | % | |
TOP TEN INDUSTRIES
AS OF AUGUST 31, 2015
AS A PERCENTAGE OF:
| | TOTAL ASSETS | | NET ASSETS | |
Electronics/Electrical | | | 10.8 | % | | | 15.2 | % | |
Health Care | | | 9.0 | % | | | 12.7 | % | |
Business Equipment & Services | | | 7.9 | % | | | 11.1 | % | |
Retailers (Except Food & Drug) | | | 7.8 | % | | | 11.0 | % | |
Telecommunications | | | 5.7 | % | | | 8.1 | % | |
Chemicals & Plastics | | | 4.6 | % | | | 6.5 | % | |
Lodging & Casinos | | | 4.4 | % | | | 6.1 | % | |
Diversified Insurance | | | 4.3 | % | | | 6.1 | % | |
Automotive | | | 4.2 | % | | | 6.0 | % | |
Leisure Goods/Activities/Movies | | | 4.1 | % | | | 5.8 | % | |
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Voya Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
investment during the period took place in the new issue market (which typically offers a slight discount to face value), with increasing opportunities late in the period finding attractive valuation in the secondary market. As of period-end, the weighted average coupon of the portfolio's loan assets, inclusive of LIBOR(1) floors, was 5.19%, as compared to 4.74% for the Index.
The Fund continues to be diversified, with 287 individual issuers and 34 different industry sectors represented. The average issuer exposure at period-end stood at 0.35% of assets under management ("AUM"), while the average industry exposure closed the fiscal year at 2.94% of AUM. Both measures were relatively unchanged from the prior reporting period.
OUTLOOK AND CURRENT STRATEGY
The U.S. loan market's default rate is well inside the historical average (3.2%) and we believe its fundamental outlook is relatively positive, despite concerns raised by the current commodity slump as to global economic growth and the loan market's direct exposure to commodity sectors. The Index's shadow default rate, which increases as more issuers engage a bankruptcy counsel, enter into forbearance, receive a corporate credit rating of D, or miss a bond payment on an issue, remains low at 0.74%. The percent of performing Index loans trading below 70 (a level associated with high default risk) is 2.75%; this level is still moderate, though at an 18-month high. 60% of this amount consists of loans in the commodity sectors (oil and gas, metals/mining, steel and forest products). We note that the Fund's portfolio has little exposure to commodity producers and expect that the U.S. economy will continue to grow despite headwinds from foreign markets.
Ratings Distribution as of August 31, 2015 | |
Ba | | | 22.3 | % | |
B | | | 69.99 | % | |
Caa and below | | | 7.52 | % | |
Not rated* | | | 0.19 | % | |
Loan ratings apply to the underlying holdings of the Fund and not the Fund itself. Ratings distribution shows the percentage of the Fund's loan commitments (excluding cash and foreign cash) that are rated in each ratings category, based upon the categories provided by Moody's Investors Service, Inc. Ratings distribution is based on Moody's senior secured facility ratings. Moody's ratings classification methodology: Aaa rating denotes the least credit risk; C rating denotes the greatest credit risk. Loans rated below Baa by Moody's are considered to be below investment-grade. When a loan is not rated by Moody's, it is designated as "Not Rated." Ratings can change from time to time, and current ratings may not fully reflect the actual credit condition or risks posed by a loan.
* Not rated includes loans to non-U.S. borrowers (which are typically unrated) and loans for which the rating has been withdrawn.
(1) The London Interbank Offered Rate is the average interest rate estimated by leading banks in London that they would be charged if borrowing from other banks.
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Voya Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
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Jeffrey A. Bakalar Managing Director Voya Investment Management Co. LLC | | Daniel A. Norman Managing Director Voya Investment Management Co. LLC | |
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Voya Senior Income Fund
October 1, 2015
5
Voya Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
| | Average Annual Total Net Returns for the Periods Ended August 31, 2015 | |
| | 1 Year | | 3 Years | | 5 Years | | 10 Years | | Since Inception of Classes I and W April 15, 2008 | |
Including Sales Charge: | |
Class A(1) | | | -0.60 | % | | | 4.80 | % | | | 5.98 | % | | | 3.95 | % | | | — | | |
Class B(2) | | | -1.47 | % | | | 4.60 | % | | | 5.83 | % | | | 3.69 | % | | | — | | |
Class C(3) | | | 0.46 | % | | | 5.20 | % | | | 5.99 | % | | | 3.70 | % | | | — | | |
Class I | | | 2.18 | % | | | 6.00 | % | | | 6.82 | % | | | — | | | | 5.80 | % | |
Class W | | | 2.18 | % | | | 6.00 | % | | | 6.79 | % | | | — | | | | 5.83 | % | |
Excluding Sales Charge: | |
Class A | | | 1.92 | % | | | 5.70 | % | | | 6.52 | % | | | 4.22 | % | | | — | | |
Class B | | | 1.42 | % | | | 5.20 | % | | | 5.99 | % | | | 3.69 | % | | | — | | |
Class C | | | 1.42 | % | | | 5.20 | % | | | 5.99 | % | | | 3.70 | % | | | — | | |
Class I | | | 2.18 | % | | | 6.00 | % | | | 6.82 | % | | | — | | | | 5.80 | % | |
Class W | | | 2.18 | % | | | 6.00 | % | | | 6.79 | % | | | — | | | | 5.83 | % | |
S&P/LSTA Leveraged Loan Index(4) | | | 0.98 | % | | | 3.85 | % | | | 4.93 | % | | | 4.77 | % | | | 5.67 | % | |
Total net returns shown include, if applicable, the effect of fee waivers and/or expense reimbursements by Voya Investments, LLC. Had all fees and expenses been considered, the total net returns would have been lower.
Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's future performance may be lower or higher than the performance data shown. Please log on to www.voyainvestments.com or call (800) 992-0180 to get performance through the most recent month-end.
Senior loans are subject to credit risks and the potential for non-payment of scheduled principal or interest payments, which may result in a reduction of the Fund's NAV.
This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.
The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.
Fund holdings are subject to change daily.
(1) Reflects deduction of the maximum Class A sales charge of 2.50%. There is no front-end sales charge if you purchase Class A Common Shares in an amount of $1 million or more. However, the shares will be subject to a 1.00% Early Withdrawal Charge ("EWC") if they are repurchased by the Fund within one year of purchase.
(2) Class B maximum EWC is 3.00% in the first year, declining to 1.00% in the fifth year and eliminated thereafter.
(3) Class C maximum EWC is 1.00% for the first year.
(4) Source: S&P/Loan Syndications and Trading Association. The S&P/LSTA Leveraged Loan Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's and the LSTA conceived the Index to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index.
6
Voya Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
YIELDS AND DISTRIBUTION RATES | |
| | 30-Day SEC Yields(1) | |
| | Class A | | Class B | | Class C | | Class I | | Class W | |
August 31, 2015 | | | 5.15 | % | | | 4.73 | % | | | 4.78 | % | | | 5.53 | % | | | 5.54 | % | |
February 28, 2015 | | | 4.41 | % | | | 4.08 | % | | | 4.04 | % | | | 4.66 | % | | | 4.75 | % | |
| | Average Annualized Distribution Rates(2) | |
| | Class A | | Class B | | Class C | | Class I | | Class W | |
August 31, 2015 | | | 5.48 | % | | | 4.99 | % | | | 4.98 | % | | | 5.74 | % | | | 5.73 | % | |
February 28, 2015 | | | 4.95 | % | | | 4.46 | % | | | 4.46 | % | | | 5.22 | % | | | 5.20 | % | |
(1) Yield is calculated by dividing the Fund's net investment income per share for the most recent thirty days by the net asset value. Yield calculations do not include any commissions or sales charges, and are compounded for six months and annualized for a twelve-month period to derive the Fund's yield consistent with the U.S. Securities and Exchange Commission ("SEC") standardized yield formula.
(2) The distribution rate is calculated by annualizing the dividends declared during the last month of the period (i.e., divide the current month's dividend by the number of days in the related month and multiply by the number of days in the fiscal year) and then dividing the resulting figure by the reporting period-end NAV. The distribution rate is based solely on the actual dividends and distributions, which are made at the discretion of management. The distribution rate includes distributions from net investment income. The tax characterization of dividends and distributions will be determined after the Funds tax year-end.
All Voya family of funds involve risk — some more than others — and there is always the chance that you could lose money or not earn as much as you hope. The Fund's risk profile is largely a factor of the principal securities in which it invests and investment techniques that it uses. The following are the principal risks associated with investing in the Fund. This is not, and is not intended to be, a description of all risks of investing in the Fund. A more detailed description of the risks of investing in the Fund is contained in the Fund's current prospectus.
Credit Risk: The Fund invests a substantial portion of its assets in below investment-grade senior loans and other below investment-grade assets. Below investment-grade loans commonly known as high-yielding, high risk investments or as "junk" investments involve a greater risk that borrowers may not make timely payment of the interest and principal due on their loans. They also involve a greater risk that the value of such loans could decline significantly. If borrowers do not make timely payments of the interest due on their loans, the yield on the Fund's Common Shares will decrease. If borrowers do not make timely payment of the principal due on their loans, or if the value of such loans decreases, the value of the Fund's net asset value ("NAV") will decrease.
Interest Rate Risk: Changes in short-term market interest rates will directly affect the yield on the Fund's Common Shares. If short-term market interest rates fall, the yield on the Fund's Common Shares will also fall. To the extent that the interest rate spreads on loans in the Fund's portfolio experience a general decline, the yield on the Fund's Common Shares will fall and the value of the Fund's assets may decrease, which will cause the Fund's NAV to decrease. Conversely, when short-term market interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on assets in the Fund's portfolio, the impact of rising rates will be delayed to the extent of such lag. In the case of inverse securities, the interest rate will generally decrease when the market rate of interest to which the inverse security is indexed increases. As of the date of this report, interest rates in the United States are at, or near, historic lows, which may increase the Fund's exposure to risks associated with rising interest rates.
7
Voya Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
Leverage Risk: The Fund's use of leverage through borrowings or the issuance of Preferred Shares can adversely affect the yield on the Fund's Common Shares. To the extent that the Fund is unable to invest the proceeds from the use of leverage in assets which pay interest at a rate which exceeds the rate paid on the leverage, the yield on the Fund's Common Shares will decrease. In addition, in the event of a general market decline in the value of assets such as those in which the Fund invests, the effect of that decline will be magnified in the Fund because of the additional assets purchased with the proceeds of the leverage. The Fund also faces the risk that it might have to sell assets at relatively less advantageous times if it were forced to de-leverage if a source of leverage becomes unavailable.
Liquidity Risk: The Fund does not repurchase its shares on a daily basis and no market for the Fund's Common Shares is expected to exist. To provide a measure of liquidity, the Fund will normally make monthly repurchase offers of not less than 5% of its outstanding Common Shares. If more than the respective monthly repurchase offer of Common Shares are tendered, investors may not be able to completely liquidate their holdings in any one month. Shareholders also will not have liquidity between these monthly repurchase dates.
8
Voya Senior Income Fund
STATEMENT OF ASSETS AND LIABILITIES as of August 31, 2015 (Unaudited)
ASSETS: | |
Investments in securities at value (Cost $771,536,553) | | $ | 751,772,861 | | |
Cash | | | 244,125 | | |
Foreign currencies at value (Cost $44,397) | | | 44,093 | | |
Receivables: | |
Investment securities sold | | | 34,167,696 | | |
Fund shares sold | | | 1,289,636 | | |
Dividends and Interest | | | 4,749,202 | | |
Unrealized appreciation on forward foreign currency contracts | | | 64,859 | | |
Reimbursement due from manager | | | 47,912 | | |
Prepaid expenses | | | 54,639 | | |
Other assets | | | 22,514 | | |
Total assets | | | 792,457,537 | | |
LIABILITIES: | |
Notes payable | | | 190,300,000 | | |
Payable for investment securities purchased | | | 35,778,739 | | |
Accrued interest payable | | | 117,456 | | |
Payable for investment management fees | | | 574,528 | | |
Payable for distribution and shareholder service fees | | | 217,384 | | |
Income distribution payable | | | 2,191,923 | | |
Unrealized depreciation on forward foreign currency contracts | | | 310,122 | | |
Unrealized depreciation on unfunded commitments | | | 12,810 | | |
Accrued trustees fees | | | 7,672 | | |
Payable to trustees under the deferred compensation plan (Note 9) | | | 22,514 | | |
Other accrued expenses and liabilities | | | 249,329 | | |
Total liabilities | | | 229,782,477 | | |
NET ASSETS | | $ | 562,675,060 | | |
NET ASSETS WERE COMPRISED OF: | |
Paid-in capital | | $ | 861,278,017 | | |
Undistributed net investment income | | | 1,328,618 | | |
Accumulated net realized loss | | | (279,848,129 | ) | |
Net unrealized depreciation | | | (20,083,446 | ) | |
NET ASSETS | | $ | 562,675,060 | | |
See Accompanying Notes to Financial Statements
9
Voya Senior Income Fund
STATEMENT OF ASSETS AND LIABILITIES as of August 31, 2015 (Unaudited) (continued)
Class A | |
Net assets | | $ | 225,189,701 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 17,465,315 | | |
Net asset value and redemption price per share | | $ | 12.89 | | |
Maximum offering price per share (2.50%)(1) | | $ | 13.22 | | |
Class B | |
Net assets | | $ | 114,370 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 8,901 | | |
Net asset value and redemption price per share(2) | | $ | 12.85 | | |
Class C | |
Net assets | | $ | 262,842,258 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 20,422,631 | | |
Net asset value and redemption price per share(2) | | $ | 12.87 | | |
Class I | |
Net assets | | $ | 44,646,395 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 3,471,663 | | |
Net asset value and redemption price per share | | $ | 12.86 | | |
Class W | |
Net assets | | $ | 29,882,336 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 2,315,967 | | |
Net asset value and redemption price per share | | $ | 12.90 | | |
(1) Maximum offering price is computed at 100/97.50 of net asset value. On purchases of $100,000 or more, the offering price is reduced.
(2) Redemption price per share may be reduced for any applicable early withdrawal charge.
See Accompanying Notes to Financial Statements
10
Voya Senior Income Fund
STATEMENT OF OPERATIONS for the Six Months Ended August 31, 2015 (Unaudited)
INVESTMENT INCOME: | |
Interest | | $ | 22,171,270 | | |
Other fees | | | 423,299 | | |
Total investment income | | | 22,594,569 | | |
EXPENSES: | |
Investment management fees(1) | | | 3,495,492 | | |
Administration fees(1) | | | 140,421 | | |
Distribution and service fees: | |
Class A | | | 306,172 | | |
Class B | | | 1,384 | | |
Class C | | | 1,047,851 | | |
Transfer agent fees: | |
Class A | | | 114,067 | | |
Class B | | | 131 | | |
Class C | | | 129,909 | | |
Class I | | | 18,819 | | |
Class W | | | 14,131 | | |
Interest expense | | | 1,219,608 | | |
Custodian fees | | | 230,105 | | |
Professional fees | | | 82,759 | | |
Trustees fees | | | 14,007 | | |
Registration fees | | | 49,352 | | |
Shareholder reporting expense | | | 163,760 | | |
Miscellaneous expense | | | 51,138 | | |
Total expenses | | | 7,079,106 | | |
Net waived and reimbursed fees | | | (256,138 | ) | |
Net expenses | | | 6,822,968 | | |
Net investment income | | | 15,771,601 | | |
REALIZED AND UNREALIZED GAIN (LOSS): | |
Net realized gain (loss) on: | |
Investments | | | (4,357,910 | ) | |
Forward foreign currency contracts | | | 170,977 | | |
Foreign currency related transactions | | | (1,882,967 | ) | |
Net realized loss | | | (6,069,900 | ) | |
Net change in unrealized appreciation (depreciation) on: | |
Investments | | | (5,121,955 | ) | |
Forward foreign currency contracts | | | (415,625 | ) | |
Foreign currency related transactions | | | 21,859 | | |
Unfunded commitments | | | (66,784 | ) | |
Net change in unrealized appreciation (depreciation) | | | (5,582,505 | ) | |
Net realized and unrealized loss | | | (11,652,405 | ) | |
Increase in net assets resulting from operations | | $ | 4,119,196 | | |
(1) Effective May 1, 2015, the investment management fee and administration fee were combined under a single amended and restated investment agreement. Please see Note 4 for further information.
See Accompanying Notes to Financial Statements
11
Voya Senior Income Fund
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
| | Period Ended August 31, 2015 | | Year Ended February 28, 2015 | |
FROM OPERATIONS: | |
Net investment income | | $ | 15,771,601 | | | $ | 37,670,905 | | |
Net realized gain (loss) | | | (6,069,900 | ) | | | 1,850,490 | | |
Net change in unrealized appreciation (depreciation) | | | (5,582,505 | ) | | | (19,820,521 | ) | |
Increase in net assets resulting from operations | | | 4,119,196 | | | | 19,700,874 | | |
FROM DISTRIBUTIONS TO SHAREHOLDERS: | |
Net investment income: | |
Class A | | | (6,469,938 | ) | | | (18,289,066 | ) | |
Class B | | | (6,585 | ) | | | (20,349 | ) | |
Class C | | | (6,698,594 | ) | | | (15,890,474 | ) | |
Class I | | | (1,368,891 | ) | | | (4,603,079 | ) | |
Class W | | | (843,173 | ) | | | (2,248,857 | ) | |
Decrease in net assets from distributions to shareholders | | | (15,387,181 | ) | | | (41,051,825 | ) | |
FROM CAPITAL SHARE TRANSACTIONS: | |
Net proceeds from sale of shares | | | 25,931,973 | | | | 125,089,566 | | |
Reinvestment of distributions | | | 2,053,028 | | | | 5,335,986 | | |
| | | 27,985,001 | | | | 130,425,552 | | |
Cost of shares repurchased | | | (98,169,029 | ) | | | (372,066,318 | ) | |
Net increase (decrease) in net assets resulting from capital share transactions | | | (70,184,028 | ) | | | (241,640,766 | ) | |
Net increase (decrease) in net assets | | | (81,452,013 | ) | | | (262,991,717 | ) | |
NET ASSETS: | |
Beginning of year or period | | | 644,127,073 | | | | 907,118,790 | | |
End of year or period | | $ | 562,675,060 | | | $ | 644,127,073 | | |
Undistributed net investment income at end of year or period | | $ | 1,328,618 | | | $ | 944,198 | | |
See Accompanying Notes to Financial Statements
12
Voya Senior Income Fund
STATEMENT OF CASH FLOWS for the Six Months Ended August 31, 2015 (Unaudited)
INCREASE (DECREASE) IN CASH | |
Cash Flows From Operating Activities: | |
Interest received | | $ | 22,572,681 | | |
Dividends received | | | 67 | | |
Other income received | | | 423,308 | | |
Interest paid | | | (1,198,429 | ) | |
Other operating expenses paid | | | (5,648,040 | ) | |
Purchases of securities | | | (233,058,988 | ) | |
Proceeds on sale of securities | | | 327,357,328 | | |
Net cash provided by operating activities | | | 110,447,927 | | |
Cash Flows From Financing Activities: | |
Distributions paid to common shareholders from net investment income (net of reinvestments) | | | (13,221,948 | ) | |
Proceeds from shares sold | | | 26,046,940 | | |
Disbursements for shares repurchased | | | (98,169,029 | ) | |
Net decrease in notes payable | | | (34,200,000 | ) | |
Net cash flows used in financing activities | | | (119,544,037 | ) | |
Cash Impact from Foreign Exchange Fluctuations | |
Cash impact from foreign exchange fluctuations | | | (307 | ) | |
Cash | |
Net decrease in cash | | | (9,096,417 | ) | |
Cash and foreign currency at beginning of year or period | | | 9,384,635 | | |
Cash and foreign currency at end of year or period | | $ | 288,218 | | |
Reconciliation of Increase in Net Assets Resulting from Operations to Net Cash provided by Operating Activities: | |
Increase in net assets resulting from operations | | $ | 4,119,196 | | |
Adjustments to reconcile increase in net assets resulting from operations to net cash provided by operating activities: | |
Change in unrealized appreciation or depreciation on investments | | | 5,121,955 | | |
Change in unrealized appreciation or depreciation on forward foreign currency contracts | | | 415,625 | | |
Change in unrealized appreciation or depreciation on unfunded commitments | | | 66,784 | | |
Change in unrealized appreciation or depreciation on foreign currency related transactions | | | (21,859 | ) | |
Accretion of discounts on investments | | | (686,735 | ) | |
Net amortization of premiums on investments | | | 212,185 | | |
Net realized gain on sale of investments, forward foreign currency contracts and foreign currency related transactions | | | 6,069,900 | | |
Purchases of securities | | | (233,058,988 | ) | |
Proceeds from disposition of securities | | | 327,357,328 | | |
Decrease in other assets | | | 9 | | |
Decrease in interest receivable | | | 876,028 | | |
Increase in reimbursement due from manager | | | (12,592 | ) | |
Decrease in prepaid expenses | | | 6,063 | | |
Increase in accrued interest payable | | | 21,179 | | |
Increase in payable for investment management fees | | | 26,643 | | |
Decrease in payable for administrative fees | | | (68,486 | ) | |
Decrease in payable for shareholder service and distribution fees | | | (4,244 | ) | |
Decrease in accrued trustee fees | | | (4,014 | ) | |
Increase in accrued expenses | | | 11,950 | | |
Total adjustments | | | 106,328,731 | | |
Net cash provided by operating activities | | $ | 110,447,927 | | |
Non Cash Financing Activities | |
Receivable for shares sold | | $ | 1,289,636 | | |
Reinvestment of distributions | | $ | 2,053,028 | | |
See Accompanying Notes to Financial Statements
13
FINANCIAL HIGHLIGHTS (UNAUDITED)
Selected data for a share of beneficial interest outstanding throughout each year or period.
| | | | Per Share Operating Performance | | | | Ratios to average net assets after reimbursement/ recoupment | | Ratios to average net assets before reimbursement/ recoupment | | Supplemental data | |
| | Net asset value, beginning of year or period | | Net investment income (loss) | | Net realized and unrealized gain (loss) | | Total from investment operations | | Distributions from net investment income | | Distributions from net realized gains on investments | | Distributions from return of capital | | Total distributions | | Net asset value, end of year or period | | Total Investment Return(1) | | Expenses (before interest and other fees related to revolving credit facility)(2)(3) | | Expenses (with interest and other fees related to revolving credit facility)(2)(3) | | Net investment income (loss)(2)(3) | | Expenses (before interest and other fees related to revolving credit facility)(3) | | Expenses (with interest and other fees related to revolving credit facility)(3) | | Net investment income (loss)(3) | | Net assets, end of year or period | | Portfolio Turnover | |
Year or period ended | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | ($) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | (%) | | ($000's) | | (%) | |
Class A | | | |
08-31-15 | | | 13.15 | | | | 0.36 | | | | (0.27 | ) | | | 0.09 | | | | (0.35 | ) | | | — | | | | — | | | | (0.35 | ) | | | 12.89 | | | | 0.66 | | | | 1.66 | | | | 2.06 | | | | 5.41 | | | | 1.75 | | | | 2.15 | | | | 5.33 | | | | 225,190 | | | | 30 | | |
02-28-15 | | | 13.50 | | | | 0.65 | * | | | (0.28 | ) | | | 0.37 | | | | (0.72 | ) | | | — | | | | — | | | | (0.72 | ) | | | 13.15 | | | | 2.81 | | | | 1.66 | | | | 2.09 | | | | 4.90 | | | | 1.69 | | | | 2.12 | | | | 4.87 | | | | 264,305 | | | | 63 | | |
02-28-14 | | | 13.34 | | | | 0.70 | * | | | 0.26 | | | | 0.96 | | | | (0.72 | ) | | | — | | | | (0.08 | ) | | | (0.80 | ) | | | 13.50 | | | | 7.44 | | | | 1.61 | | | | 1.98 | | | | 5.23 | | | | 1.59 | | | | 1.95 | | | | 5.25 | | | | 403,027 | | | | 76 | | |
02-28-13 | | | 12.76 | | | | 0.95 | | | | 0.60 | | | | 1.55 | | | | (0.97 | ) | | | — | | | | — | | | | (0.97 | ) | | | 13.34 | | | | 12.56 | | | | 1.66 | | | | 2.14 | | | | 7.23 | | | | 1.68 | | | | 2.16 | | | | 7.21 | | | | 234,056 | | | | 94 | | |
02-29-12 | | | 13.40 | | | | 0.75 | | | | (0.75 | ) | | | (0.00 | )** | | | (0.64 | ) | | | — | | | | — | | | | (0.64 | ) | | | 12.76 | | | | 0.13 | | | | 1.63 | | | | 2.09 | | | | 5.54 | | | | 1.66 | | | | 2.13 | | | | 5.51 | | | | 237,853 | | | | 68 | | |
02-28-11 | | | 12.60 | | | | 0.52 | | | | 0.89 | | | | 1.41 | | | | (0.57 | ) | | | — | | | | (0.04 | ) | | | (0.61 | ) | | | 13.40 | | | | 11.52 | | | | 1.52 | | | | 1.93 | | | | 4.27 | | | | 1.51 | | | | 1.92 | | | | 4.28 | | | | 400,327 | | | | 64 | | |
02-28-10 | | | 8.74 | | | | 0.50 | * | | | 4.01 | | | | 4.51 | | | | (0.65 | ) | | | — | | | | — | | | | (0.65 | ) | | | 12.60 | | | | 52.65 | | | | 1.46 | | | | 1.82 | | | | 4.44 | | | | 1.61 | (5) | | | 1.97 | (5) | | | 4.29 | (5) | | | 455,482 | | | | 39 | | |
02-28-09 | | | 13.21 | | | | 0.77 | | | | (4.47 | ) | | | (3.70 | ) | | | (0.77 | ) | | | — | | | | — | | | | (0.77 | ) | | | 8.74 | | | | (29.08 | )(a) | | | 1.61 | | | | 2.81 | | | | 6.52 | | | | 1.71 | | | | 2.91 | | | | 6.42 | | | | 278,225 | | | | 10 | | |
02-29-08 | | | 15.57 | | | | 1.04 | | | | (2.35 | ) | | | (1.31 | ) | | | (0.95 | ) | | | (0.03 | ) | | | (0.07 | ) | | | (1.05 | ) | | | 13.21 | | | | (8.94 | ) | | | 1.53 | | | | 2.81 | | | | 6.85 | | | | 1.53 | | | | 2.81 | | | | 6.85 | | | | 595,017 | | | | 56 | | |
02-28-07 | | | 15.56 | | | | 1.01 | | | | 0.02 | | | | 1.03 | | | | (1.02 | ) | | | — | | | | — | | | | (1.02 | ) | | | 15.57 | | | | 6.84 | | | | 1.50 | | | | 2.56 | | | | 6.42 | | | | 1.48 | | | | 2.54 | | | | 6.44 | | | | 998,140 | | | | 57 | | |
02-28-06 | | | 15.59 | | | | 0.78 | | | | (0.03 | ) | | | 0.75 | | | | (0.78 | ) | | | — | | | | — | | | | (0.78 | ) | | | 15.56 | | | | 4.96 | | | | 1.50 | | | | 2.20 | | | | 4.98 | | | | 1.48 | | | | 2.18 | | | | 5.00 | | | | 918,621 | | | | 82 | | |
Class B | | | |
08-31-15 | | | 13.11 | | | | 0.31 | | | | (0.25 | ) | | | 0.06 | | | | (0.32 | ) | | | — | | | | — | | | | (0.32 | ) | | | 12.85 | | | | 0.42 | | | | 2.16 | | | | 2.56 | | | | 4.91 | | | | 2.50 | | | | 2.90 | | | | 4.57 | | | | 114 | | | | 30 | | |
02-28-15 | | | 13.46 | | | | 0.59 | * | | | (0.29 | ) | | | 0.30 | | | | (0.65 | ) | | | — | | | | — | | | | (0.65 | ) | | | 13.11 | | | | 2.30 | | | | 2.16 | | | | 2.59 | | | | 4.41 | | | | 2.44 | | | | 2.87 | | | | 4.13 | | | | 326 | | | | 63 | | |
02-28-14 | | | 13.31 | | | | 0.65 | * | | | 0.24 | | | | 0.89 | | | | (0.66 | ) | | | — | | | | (0.08 | ) | | | (0.74 | ) | | | 13.46 | | | | 6.84 | | | | 2.11 | | | | 2.48 | | | | 4.82 | | | | 2.34 | | | | 2.70 | | | | 4.59 | | | | 525 | | | | 76 | | |
02-28-13 | | | 12.72 | | | | 1.17 | | | | 0.33 | | | | 1.50 | | | | (0.91 | ) | | | — | | | | — | | | | (0.91 | ) | | | 13.31 | | | | 12.13 | | | | 2.16 | | | | 2.64 | | | | 6.67 | | | | 2.43 | | | | 2.91 | | | | 6.40 | | | | 694 | | | | 94 | | |
02-29-12 | | | 13.36 | | | | 0.72 | | | | (0.78 | ) | | | (0.06 | ) | | | (0.58 | ) | | | — | | | | — | | | | (0.58 | ) | | | 12.72 | | | | (0.38 | ) | | | 2.13 | | | | 2.59 | | | | 5.01 | | | | 2.41 | | | | 2.87 | | | | 4.73 | | | | 10,670 | | | | 68 | | |
02-28-11 | | | 12.57 | | | | 0.43 | | | | 0.91 | | | | 1.34 | | | | (0.51 | ) | | | — | | | | (0.04 | ) | | | (0.55 | ) | | | 13.36 | | | | 10.92 | | | | 2.02 | | | | 2.42 | | | | 3.75 | | | | 2.26 | | | | 2.66 | | | | 3.51 | | | | 24,293 | | | | 64 | | |
02-28-10 | | | 8.71 | | | | 0.45 | * | | | 4.00 | | | | 4.45 | | | | (0.59 | ) | | | — | | | | — | | | | (0.59 | ) | | | 12.57 | | | | 52.11 | | | | 1.96 | | | | 2.32 | | | | 4.04 | | | | 2.36 | (5) | | | 2.72 | (5) | | | 3.64 | (5) | | | 34,655 | | | | 39 | | |
02-28-09 | | | 13.17 | | | | 0.70 | | | | (4.45 | ) | | | (3.75 | ) | | | (0.71 | ) | | | — | | | | — | | | | (0.71 | ) | | | 8.71 | | | | (29.47 | )(a) | | | 2.11 | | | | 3.31 | | | | 6.02 | | | | 2.46 | | | | 3.66 | | | | 5.67 | | | | 32,838 | | | | 10 | | |
02-29-08 | | | 15.53 | | | | 0.96 | | | | (2.34 | ) | | | (1.38 | ) | | | (0.94 | ) | | | (0.03 | ) | | | (0.01 | ) | | | (0.98 | ) | | | 13.17 | | | | (9.43 | ) | | | 2.04 | | | | 3.35 | | | | 6.36 | | | | 2.29 | | | | 3.60 | | | | 6.11 | | | | 75,885 | | | | 56 | | |
02-28-07 | | | 15.53 | | | | 0.92 | | | | 0.02 | | | | 0.94 | | | | (0.94 | ) | | | — | | | | — | | | | (0.94 | ) | | | 15.53 | | | | 6.26 | | | | 2.00 | | | | 3.06 | | | | 5.91 | | | | 2.23 | | | | 3.29 | | | | 5.68 | | | | 111,749 | | | | 57 | | |
02-28-06 | | | 15.57 | | | | 0.70 | | | | (0.04 | ) | | | 0.66 | | | | (0.70 | ) | | | — | | | | — | | | | (0.70 | ) | | | 15.53 | | | | 4.37 | | | | 1.99 | | | | 2.69 | | | | 4.45 | | | | 1.97 | | | | 2.67 | | | | 4.47 | | | | 120,254 | | | | 82 | | |
Class C | | | |
08-31-15 | | | 13.13 | | | | 0.33 | * | | | (0.27 | ) | | | 0.06 | | | | (0.32 | ) | | | — | | | | — | | | | (0.32 | ) | | | 12.87 | | | | 0.41 | | | | 2.16 | | | | 2.56 | | | | 4.92 | | | | 2.25 | | | | 2.65 | | | | 4.83 | | | | 262,842 | | | | 30 | | |
02-28-15 | | | 13.47 | | | | 0.59 | * | | | (0.28 | ) | | | 0.31 | | | | (0.65 | ) | | | — | | | | — | | | | (0.65 | ) | | | 13.13 | | | | 2.38 | | | | 2.16 | | | | 2.59 | | | | 4.42 | | | | 2.19 | | | | 2.62 | | | | 4.39 | | | | 294,011 | | | | 63 | | |
02-28-14 | | | 13.32 | | | | 0.64 | * | | | 0.25 | | | | 0.89 | | | | (0.66 | ) | | | — | | | | (0.08 | ) | | | (0.74 | ) | | | 13.47 | | | | 6.85 | | | | 2.10 | | | | 2.47 | | | | 4.78 | | | | 2.08 | | | | 2.44 | | | | 4.81 | | | | 345,801 | | | | 76 | | |
02-28-13 | | | 12.74 | | | | 0.88 | | | | 0.61 | | | | 1.49 | | | | (0.91 | ) | | | — | | | | — | | | | (0.91 | ) | | | 13.32 | | | | 12.05 | | | | 2.14 | | | | 2.62 | | | | 6.75 | | | | 2.16 | | | | 2.64 | | | | 6.73 | | | | 265,812 | | | | 94 | | |
02-29-12 | | | 13.38 | | | | 0.68 | | | | (0.74 | ) | | | (0.06 | ) | | | (0.58 | ) | | | — | | | | — | | | | (0.58 | ) | | | 12.74 | | | | (0.38 | ) | | | 2.13 | | | | 2.59 | | | | 5.11 | | | | 2.16 | | | | 2.63 | | | | 5.08 | | | | 273,361 | | | | 68 | | |
02-28-11 | | | 12.58 | | | | 0.48 | | | | 0.87 | | | | 1.35 | | | | (0.51 | ) | | | — | | | | (0.04 | ) | | | (0.55 | ) | | | 13.38 | | | | 10.99 | | | | 2.02 | | | | 2.43 | | | | 3.78 | | | | 2.01 | | | | 2.42 | | | | 3.79 | | | | 354,965 | | | | 64 | | |
02-28-10 | | | 8.73 | | | | 0.45 | * | | | 3.99 | | | | 4.44 | | | | (0.59 | ) | | | — | | | | — | | | | (0.59 | ) | | | 12.58 | | | | 51.87 | | | | 1.96 | | | | 2.32 | | | | 3.98 | | | | 2.11 | (5) | | | 2.47 | (5) | | | 3.83 | (5) | | | 388,111 | | | | 39 | | |
02-28-09 | | | 13.19 | | | | 0.71 | | | | (4.46 | ) | | | (3.75 | ) | | | (0.71 | ) | | | — | | | | — | | | | (0.71 | ) | | | 8.73 | | | | (29.42 | )(a) | | | 2.11 | | | | 3.31 | | | | 6.02 | | | | 2.21 | | | | 3.41 | | | | 5.92 | | | | 280,599 | | | | 10 | | |
02-29-08 | | | 15.55 | | | | 0.96 | | | | (2.34 | ) | | | (1.38 | ) | | | (0.88 | ) | | | (0.03 | ) | | | (0.07 | ) | | | (0.98 | ) | | | 13.19 | | | | (9.42 | ) | | | 2.04 | | | | 3.35 | | | | 6.35 | | | | 2.04 | | | | 3.35 | | | | 6.35 | | | | 625,516 | | | | 56 | | |
02-28-07 | | | 15.55 | | | | 0.93 | | | | 0.01 | | | | 0.94 | | | | (0.94 | ) | | | — | | | | — | | | | (0.94 | ) | | | 15.55 | | | | 6.25 | | | | 2.00 | | | | 3.06 | | | | 5.92 | | | | 1.98 | | | | 3.04 | | | | 5.93 | | | | 927,950 | | | | 57 | | |
02-28-06 | | | 15.58 | | | | 0.70 | | | | (0.03 | ) | | | 0.67 | | | | (0.70 | ) | | | — | | | | — | | | | (0.70 | ) | | | 15.55 | | | | 4.44 | | | | 1.99 | | | | 2.69 | | | | 4.46 | | | | 1.97 | | | | 2.67 | | | | 4.48 | | | | 923,549 | | | | 82 | | |
Class I | | | |
08-31-15 | | | 13.12 | | | | 0.38 | * | | | (0.27 | ) | | | 0.11 | | | | (0.37 | ) | | | — | | | | — | | | | (0.37 | ) | | | 12.86 | | | | 0.79 | | | | 1.41 | | | | 1.81 | | | | 5.66 | | | | 1.48 | | | | 1.88 | | | | 5.59 | | | | 44,646 | | | | 30 | | |
02-28-15 | | | 13.47 | | | | 0.68 | * | | | (0.28 | ) | | | 0.40 | | | | (0.75 | ) | | | — | | | | — | | | | (0.75 | ) | | | 13.12 | | | | 3.09 | | | | 1.41 | | | | 1.84 | | | | 5.14 | | | | 1.41 | | | | 1.84 | | | | 5.14 | | | | 53,877 | | | | 63 | | |
02-28-14 | | | 13.31 | | | | 0.73 | * | | | 0.27 | | | | 1.00 | | | | (0.76 | ) | | | — | | | | (0.08 | ) | | | (0.84 | ) | | | 13.47 | | | | 7.76 | | | | 1.33 | | | | 1.70 | | | | 5.43 | | | | 1.30 | | | | 1.67 | | | | 5.46 | | | | 109,180 | | | | 76 | | |
02-28-13 | | | 12.73 | | | | 0.99 | | | | 0.59 | | | | 1.58 | | | | (1.00 | ) | | | — | | | | — | | | | (1.00 | ) | | | 13.31 | | | | 12.87 | | | | 1.41 | | | | 1.89 | | | | 7.50 | | | | 1.43 | | | | 1.91 | | | | 7.48 | | | | 36,900 | | | | 94 | | |
02-29-12 | | | 13.37 | | | | 0.71 | | | | (0.68 | ) | | | 0.03 | | | | (0.67 | ) | | | — | | | | — | | | | (0.67 | ) | | | 12.73 | | | | 0.38 | | | | 1.38 | | | | 1.84 | | | | 6.19 | | | | 1.41 | | | | 1.88 | | | | 6.16 | | | | 27,051 | | | | 68 | | |
02-28-11 | | | 12.54 | | | | 0.63 | | | | 0.84 | | | | 1.47 | | | | (0.60 | ) | | | — | | | | (0.04 | ) | | | (0.64 | ) | | | 13.37 | | | | 12.05 | | | | 1.27 | | | | 1.68 | | | | 4.71 | | | | 1.26 | | | | 1.67 | | | | 4.72 | | | | 3,977 | | | | 64 | | |
02-28-10 | | | 8.67 | | | | 0.51 | * | | | 4.01 | | | | 4.52 | | | | (0.65 | ) | | | — | | | | — | | | | (0.65 | ) | | | 12.54 | | | | 53.19 | | | | 1.21 | | | | 1.57 | | | | 4.42 | | | | 1.36 | (5) | | | 1.72 | (5) | | | 4.27 | (5) | | | 26 | | | | 39 | | |
04-15-08(4)-02-28-09 | | | 13.24 | | | | 0.66 | | | | (4.61 | ) | | | (3.95 | ) | | | (0.62 | ) | | | — | | | | — | | | | (0.62 | ) | | | 8.67 | | | | (30.38 | )(a) | | | 1.26 | | | | 2.46 | | | | 6.87 | | | | 1.36 | | | | 2.56 | | | | 6.77 | | | | 2 | | | | 10 | | |
Class W | | | |
08-31-15 | | | 13.16 | | | | 0.38 | * | | | (0.27 | ) | | | 0.11 | | | | (0.37 | ) | | | — | | | | — | | | | (0.37 | ) | | | 12.90 | | | | 0.79 | | | | 1.41 | | | | 1.81 | | | | 5.66 | | | | 1.50 | | | | 1.90 | | | | 5.58 | | | | 29,882 | | | | 30 | | |
02-28-15 | | | 13.51 | | | | 0.69 | * | | | (0.29 | ) | | | 0.40 | | | | (0.75 | ) | | | — | | | | — | | | | (0.75 | ) | | | 13.16 | | | | 3.08 | | | | 1.41 | | | | 1.84 | | | | 5.15 | | | | 1.44 | | | | 1.87 | | | | 5.12 | | | | 31,608 | | | | 63 | | |
02-28-14 | | | 13.36 | | | | 0.74 | * | | | 0.25 | | | | 0.99 | | | | (0.76 | ) | | | — | | | | (0.08 | ) | | | (0.84 | ) | | | 13.51 | | | | 7.65 | | | | 1.36 | | | | 1.73 | | | | 5.51 | | | | 1.34 | | | | 1.70 | | | | 5.54 | | | | 48,587 | | | | 76 | | |
02-28-13 | | | 12.76 | | | | 0.98 | | | | 0.62 | | | | 1.60 | | | | (1.00 | ) | | | — | | | | — | | | | (1.00 | ) | | | 13.36 | | | | 13.00 | | | | 1.41 | | | | 1.89 | | | | 7.40 | | | | 1.43 | | | | 1.91 | | | | 7.38 | | | | 49,149 | | | | 94 | | |
02-29-12 | | | 13.40 | | | | 0.78 | | | | (0.75 | ) | | | 0.03 | | | | (0.67 | ) | | | — | | | | — | | | | (0.67 | ) | | | 12.76 | | | | 0.38 | | | | 1.38 | | | | 1.84 | | | | 5.82 | | | | 1.41 | | | | 1.88 | | | | 5.79 | | | | 19,186 | | | | 68 | | |
02-28-11 | | | 12.60 | | | | 0.57 | | | | 0.87 | | | | 1.44 | | | | (0.60 | ) | | | — | | | | (0.04 | ) | | | (0.64 | ) | | | 13.40 | | | | 11.75 | | | | 1.27 | | | | 1.68 | | | | 4.52 | | | | 1.26 | | | | 1.67 | | | | 4.53 | | | | 26,353 | | | | 64 | | |
02-28-10 | | | 8.71 | | | | 0.52 | * | | | 4.02 | | | | 4.54 | | | | (0.65 | ) | | | — | | | | — | | | | (0.65 | ) | | | 12.60 | | | | 53.18 | | | | 1.21 | | | | 1.57 | | | | 4.47 | | | | 1.36 | (5) | | | 1.72 | (5) | | | 4.32 | (5) | | | 27,950 | | | | 39 | | |
04-15-08(4)-02-28-09 | | | 13.24 | | | | 0.65 | | | | (4.56 | ) | | | (3.91 | ) | | | (0.62 | ) | | | — | | | | — | | | | (0.62 | ) | | | 8.71 | | | | (30.07 | )(a) | | | 1.21 | | | | 2.56 | | | | 8.25 | | | | 1.31 | | | | 2.66 | | | | 8.15 | | | | 4,202 | | | | 10 | | |
(1) Total investment return has been calculated assuming a purchase at the beginning of each period and a sale at the end of each period and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, on the dividend/distribution date. Total investment return does not include sales load.
(2) The Investment Adviser has agreed to limit expenses excluding interest, taxes, brokerage commissions, leverage expenses, other investment related costs and extraordinary expenses, subject to possible recoupment by the Investment Adviser within three years to the following: Class A – 0.90% of Managed Assets plus 0.45% of average daily net assets; Class B – 0.90% of
Managed Assets plus 1.20% of average daily net assets; Class C – 0.90% of Managed Assets plus 0.95% of average daily net assets; Class I – 0.90% of Managed Assets plus 0.20% of average daily net assets; and Class W – 0.90% of Managed Assets plus 0.20% of average daily net assets.
(3) Annualized for periods less than one year.
(4) Commencement of operations.
(5) Includes excise tax fully reimbursed by the Investment Advisor.
* Calculated using average amount of shares outstanding throughout the period.
** Amount is less than $0.005 or more than $(0.005).
(a) There was no impact on total return due to payments by affiliates.
See Accompanying Notes to Financial Statements
14
FINANCIAL HIGHLIGHTS (UNAUDITED) (CONTINUED)
Selected data for a share of beneficial interest outstanding throughout each year or period.
| | Supplemental data | |
| | Borrowings at end of year or period | | Asset coverage per $1,000 of debt | | Average borrowings(1) | | Shares outstanding at end of year or period | |
Year or period ended | | ($000's) | | ($) | | ($000's) | | (000's) | |
Class A | | | |
08-31-15 | | | 190,300 | | | | 3,960 | | | | 202,384 | | | | 17,465 | | |
02-28-15 | | | 224,500 | | | | 3,870 | | | | 276,481 | | | | 20,093 | | |
02-28-14 | | | 293,500 | | | | 4,090 | | | | 228,860 | | | | 29,859 | | |
02-28-13 | | | 169,000 | | | | 4,470 | | | | 191,959 | | | | 17,541 | | |
02-29-12 | | | 202,000 | | | | 3,810 | | | | 208,126 | | | | 18,644 | | |
02-28-11 | | | 183,000 | | | | 5,430 | | | | 158,805 | | | | 29,876 | | |
02-28-10 | | | 108,000 | | | | 9,390 | | | | 94,368 | | | | 36,155 | | |
02-28-09 | | | 152,000 | | | | 5,080 | | | | 288,762 | | | | 31,849 | | |
02-29-08 | | | 544,000 | | | | 3,484 | | | | 426,164 | | | | 45,039 | | |
02-28-07 | | | 237,000 | | | | 10,171 | | | | 404,137 | | | | 64,122 | | |
02-28-06 | | | 389,000 | | | | 6,519 | | | | 325,044 | | | | 59,029 | | |
Class B | | | |
08-31-15 | | | 190,300 | | | | 3,960 | | | | 202,384 | | | | 9 | | |
02-28-15 | | | 224,500 | | | | 3,870 | | | | 276,481 | | | | 25 | | |
02-28-14 | | | 293,500 | | | | 4,090 | | | | 228,860 | | | | 39 | | |
02-28-13 | | | 169,000 | | | | 4,470 | | | | 191,959 | | | | 52 | | |
02-29-12 | | | 202,000 | | | | 3,810 | | | | 208,126 | | | | 839 | | |
02-28-11 | | | 183,000 | | | | 5,430 | | | | 158,805 | | | | 1,818 | | |
02-28-10 | | | 108,000 | | | | 9,390 | | | | 94,368 | | | | 2,758 | | |
02-28-09 | | | 152,000 | | | | 5,080 | | | | 288,762 | | | | 3,768 | | |
02-29-08 | | | 544,000 | | | | 3,484 | | | | 426,164 | | | | 5,760 | | |
02-28-07 | | | 237,000 | | | | 10,171 | | | | 404,137 | | | | 7,195 | | |
02-28-06 | | | 389,000 | | | | 6,519 | | | | 325,044 | | | | 7,742 | | |
Class C | | | |
08-31-15 | | | 190,300 | | | | 3,960 | | | | 202,384 | | | | 20,423 | | |
02-28-15 | | | 224,500 | | | | 3,870 | | | | 276,481 | | | | 22,392 | | |
02-28-14 | | | 293,500 | | | | 4,090 | | | | 228,860 | | | | 25,664 | | |
02-28-13 | | | 169,000 | | | | 4,470 | | | | 191,959 | | | | 19,949 | | |
02-29-12 | | | 202,000 | | | | 3,810 | | | | 208,126 | | | | 21,454 | | |
02-28-11 | | | 183,000 | | | | 5,430 | | | | 158,805 | | | | 26,522 | | |
02-28-10 | | | 108,000 | | | | 9,390 | | | | 94,368 | | | | 30,843 | | |
02-28-09 | | | 152,000 | | | | 5,080 | | | | 288,762 | | | | 32,152 | | |
02-29-08 | | | 544,000 | | | | 3,484 | | | | 426,164 | | | | 47,406 | | |
02-28-07 | | | 237,000 | | | | 10,171 | | | | 404,137 | | | | 59,679 | | |
02-28-06 | | | 389,000 | | | | 6,519 | | | | 325,044 | | | | 59,402 | | |
Class I | | | |
08-31-15 | | | 190,300 | | | | 3,960 | | | | 202,384 | | | | 3,472 | | |
02-28-15 | | | 224,500 | | | | 3,870 | | | | 276,481 | | | | 4,106 | | |
02-28-14 | | | 293,500 | | | | 4,090 | | | | 228,860 | | | | 8,106 | | |
02-28-13 | | | 169,000 | | | | 4,470 | | | | 191,959 | | | | 2,772 | | |
02-29-12 | | | 202,000 | | | | 3,810 | | | | 208,126 | | | | 2,126 | | |
02-28-11 | | | 183,000 | | | | 5,430 | | | | 158,805 | | | | 297 | | |
02-28-10 | | | 108,000 | | | | 9,390 | | | | 94,368 | | | | 2 | | |
04-15-08(2)-02-28-09 | | | 152,000 | | | | 5,080 | | | | 288,762 | | | | 0 | * | |
Class W | | | |
08-31-15 | | | 190,300 | | | | 3,960 | | | | 202,384 | | | | 2,316 | | |
02-28-15 | | | 224,500 | | | | 3,870 | | | | 276,481 | | | | 2,401 | | |
02-28-14 | | | 293,500 | | | | 4,090 | | | | 228,860 | | | | 3,597 | | |
02-28-13 | | | 169,000 | | | | 4,470 | | | | 191,959 | | | | 3,678 | | |
02-29-12 | | | 202,000 | | | | 3,810 | | | | 208,126 | | | | 1,503 | | |
02-28-11 | | | 183,000 | | | | 5,430 | | | | 158,805 | | | | 1,966 | | |
02-28-10 | | | 108,000 | | | | 9,390 | | | | 94,368 | | | | 2,219 | | |
04-15-08(2)-02-28-09 | | | 152,000 | | | | 5,080 | | | | 288,762 | | | | 482 | | |
(1) Based on the active days of borrowing.
(2) Commencement of operations.
* Amount is less than 500.
See Accompanying Notes to Financial Statements
15
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited)
NOTE 1 — ORGANIZATION
Voya Senior Income Fund (the "Fund"), a Delaware statutory trust, is registered under the Investment Company Act of 1940 as amended, (the "1940 Act"), as a continuously-offered, diversified, closed-end, management investment company. The Fund invests at least 80% of its net assets, plus the amount of any borrowings, for investment purposes, in U.S. dollar denominated, floating rate secured senior loans, which generally are not registered under the Securities Act of 1933, as amended (the "1933 Act"), and contain certain restrictions on resale and cannot be sold publicly. These loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates. Effective April 2, 2001, the Fund commenced the offering of Class A, Class B and Class C shares to the public. Effective April 15, 2008, the Fund commenced the offering of Class I and Class W shares to the public.
The Fund currently has five classes of shares: A, B, C, I and W. Class A shares are subject to a sales charge of up to 2.50%. Class A shares purchased in excess of $1,000,000 are not subject to a sales charge but are subject to an Early Withdrawal Charge ("EWC") of 1.00% within one year of purchase. Class A shares are issued upon conversion of Class B shares eight years after purchase or through an exchange of Class A shares of certain Voya mutual funds. Class B shares are subject to an EWC of up to 3.00% over the five-year period after purchase and Class C shares are subject to an EWC of 1.00% during the first year after purchase.
To maintain a measure of liquidity, the Fund offers to repurchase between 5% and 25% of its outstanding Common Shares on a monthly basis. This is a fundamental policy that cannot be changed without shareholder approval. The Fund may not offer to repurchase more than 25% of its outstanding Common Shares in any calendar quarter. Other than these monthly repurchases, no market for the Fund's Common Shares is expected to exist. The separate classes of shares differ principally in their distribution fees and shareholder servicing fees. All shareholders bear the common expenses of the Fund and earn income and realized gains/losses from the portfolio pro rata on the average daily net assets of each class, without distinction between share classes. Differences in the per share dividend rates generally result from differences in separate class expenses, including distribution fees and shareholder servicing fees.
Class B Common Shares of the Fund are closed to new investment, provided that: (1) Class B Common Shares of the Fund may be purchased through the reinvestment of dividends issued by the Fund; and (2) subject to the terms and conditions of relevant exchange privileges and as permitted under their respective prospectuses, Class B Common Shares of the Fund may be acquired through exchange of Class B shares of other funds in the Voya family of funds for the Fund's Class B Common Shares.
Voya Investments, LLC ("Voya Investments" or the "Investment Adviser"), an Arizona limited liability company, serves as the Investment Adviser to the Fund. Voya Investments oversees all investment advisory and portfolio management services for the Fund and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Fund, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services. The Investment Adviser has engaged Voya Investment Management Co. LLC ("Voya IM" or the "Sub-Adviser"), a Delaware limited liability company, to serve as the Sub-Adviser to the Fund.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are consistently followed by the Fund in the preparation of its financial statements. The Fund is considered an investment company under U.S. generally accepted accounting principles ("GAAP") and follows the accounting and reporting guidance applicable to investment companies.
16
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
A. Senior Loan and Other Security Valuation. The Fund is open for business every day the New York Stock Exchange ("NYSE") opens for regular trading (each such day, a "Business Day"). The net asset value ("NAV") per Common Share of each class of the Fund is determined each Business Day as of the close of the regular trading session ("Market Close"), as determined by the Consolidated Tape Association ("CTA"), the central distributor of transaction prices for exchange-traded securities (normally 4:00 p.m. Eastern time unless otherwise designated by the CTA). The NAV per Common Share of each class of the Fund is calculated by dividing the value of the Fund's loan assets plus all cash and other assets (including accrued expenses but excluding capital and surplus) attributable to that class of Common Shares by the number of Common Shares outstanding. The NAV per Common Share is made available for publication. On days when the Fund is closed for business, Fund shares will not be priced and the Fund does not transact purchase and redemption orders. To the extent the Fund's assets are traded in other markets on days when the Fund does not price its shares, the value of the Fund's assets will likely change and you will not be able to purchase or redeem shares of the Fund.
Assets for which market quotations are readily available are valued at market value. A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the regular trading session on the exchange where the security is principally traded or, if such price is not available, at the last sale price as of the Market Close for such security provided by the CTA. Bank loans are valued at the average of the averages between the bid and ask prices provided to an independent loan pricing service by brokers. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Investments in open-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the regular trading session on the exchange where the security is principally traded.
When a market quotation is not readily available or is deemed unreliable, the Fund will determine a fair value for the relevant asset in accordance with procedures adopted by the Board of Trustees ("Board"). Such procedures provide, for example, that: (a) Exchange-traded securities are valued at the mean of the closing bid and ask; (b) Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data; (c) Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers; (d) Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes; (e) Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse; (f) Over-the-counter swap agreements are valued using a price provided by an independent pricing service; (g) Forward foreign currency contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and the Fund's forward foreign currency contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service and (h) Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers.
The prospectuses of the open-end registered investment companies in which the Fund may invest explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
17
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign securities' (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of Market Close. If market quotations are available and believed to be reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before Market Close, closing market quotations may become unreliable. An independent pricing service determines the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of Market Close. Foreign securities' prices meeting the approved degree of certainty that the price is not reflective of current value will be valued by the independent pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed and Market Close. Multiple factors may be considered by the independent pricing service in determining the value of such securities and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures.
All other assets for which market quotations are not readily available or became unreliable (or if the above fair valuation methods are unavailable or determined to be unreliable) are valued at fair value as determined in good faith by or under the supervision of the Board following procedures approved by the Board. The Board has delegated to the Investment Adviser responsibility for overseeing the implementation of the Fund's valuation procedures; a "Pricing Committee" comprised of employees of the Investment Adviser or its affiliates has responsibility for applying the fair valuation methods set forth in the procedures and, if a fair valuation cannot be determined pursuant to the fair valuation methods, determining the fair value of assets held by the Fund. Issuer specific events, transaction price, position size, nature and duration of restrictions on disposition of the security, market trends, bid/ask quotes of brokers and other market data may be reviewed in the course of making a good faith determination of a security's fair value. Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer's assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of fair valuation, the values used to determine the Fund's NAV may materially differ from the value received upon actual sale of those investments. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders' investments in the Fund.
Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1," inputs other than quoted prices for an asset or liability that are observable are classified as "Level 2" and unobservable inputs, including the Sub-Adviser's or Pricing Committee's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3." The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Short-term securities of sufficient credit quality are generally considered to be Level 2 securities under applicable accounting rules. A table summarizing the Fund's investments under these levels of classification is included following the Portfolio of Investments.
U.S. GAAP requires a reconciliation of the beginning to ending balances for reported fair values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in or out of the Level 3 category during the period. The beginning of period timing recognition is used for the transfers between Levels of the Fund's assets and liabilities. A reconciliation of Level 3 investments is presented only when the Fund has a significant amount of Level 3 investments.
For the period ended August 31, 2015, there have been no significant changes to the fair valuation methodologies.
18
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
B. Security Transactions and Revenue Recognition. Security transactions and senior loans are accounted for on trade date (date the order to buy or sell is executed). The unfunded portion of revolver and delayed draw loans are booked once that portion becomes funded. Realized gains or losses are reported on the basis of identified cost of securities sold. Interest income is recorded on an accrual basis at the then-current loan rate. The accrual of interest on loans is partially or fully discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. If determined to be uncollectible, unpaid accrued interest is also written off. Cash collections on non-accrual senior loans are generally applied as a reduction to the recorded investment of the loan. Senior loans are generally returned to accrual status only after all past due amounts have been received and the borrower has demonstrated sustained performance. Premium amortization and discount accretion are deferred and recognized over the shorter of four years or the actual term of the loan. Arrangement fees received on revolving credit facilities, which represent non-refundable fees or purchase discounts associated with the acquisition of loans, are deferred and recognized using the effective yield method over the shorter of four years or the actual term of the loan. No such fees are recognized on loans which have been placed on non-accrual status. Arrangement fees associated with all other loans, except revolving credit facilities, are treated as discounts and are accreted as described above. Dividend income is recorded on the ex-dividend date. Amendment fees are earned as compensation for evaluating and accepting changes to an original senior loan agreement and are recognized when received. Amendment fees and other fees earned are reported on the Statement of Operations.
C. Distributions to Shareholders. The Fund declares and goes ex-dividend daily and pays dividends monthly from net investment income. Distributions from capital gains, if any, are declared and paid annually. The Fund may make additional distributions to comply with the distribution requirements of the Internal Revenue Code. The character and amounts of income and gains to be distributed are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP for investment companies. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital. The Fund records distributions to its shareholders on the ex-dividend date.
D. Federal Income Taxes. It is the policy of the Fund to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized capital gains to their shareholders. Therefore, a federal income tax or excise tax provision is not required. Management has considered the sustainability of the Fund's tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until the capital loss carryforwards have been fully utilized or expire.
The Fund may utilize equalization accounting for tax purposes, whereby a portion of redemption payments are treated as distributions of income or gain.
E. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
F. Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1) Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.
19
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.
Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and the U.S. government. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities. The foregoing risks are even greater with respect to securities of issuers in emerging markets.
G. Forward Foreign Currency Contracts. The Fund has entered into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a currency forward foreign contract, the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Fund's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Open forward foreign currency contracts are presented following the respective Portfolio of Investments.
During the period ended August 31, 2015, the Fund entered into one forward foreign currency contract to buy with a contract amount of $1,024,594. The Fund had an average quarterly contract amount on forward foreign currency contracts to sell with a contract amount of $31,032,764.
H. Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications. The Fund's maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, management considers the risk of loss from such claims remote.
NOTE 3 — INVESTMENTS
For the period ended August 31, 2015, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term investments, totaled $242,622,693 and $314,825,056, respectively. At August 31, 2015, the Fund held senior loans valued at $747,193,713 representing 99.4% of its total investments. The fair value of these assets is established as set forth in Note 2.
20
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 3 — INVESTMENTS (continued)
The senior loans acquired by the Fund typically take the form of a direct lending relationship with the borrower, and are typically acquired through an assignment of another lender's interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors the collateral securing the loan. In the event that the lead lender becomes insolvent, enters Federal Deposit Insurance Corporation ("FDIC") receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest.
Warrants and shares of common stock held in the portfolio were acquired in conjunction with loans held by the Fund. Certain of these shares and warrants are restricted and may not be publicly sold without registration under the '33 Act, or without an exemption under the '33 Act. In some cases, these restrictions expire after a designated period of time after the issuance of the shares or warrants.
Dates of acquisition and cost or assigned basis of restricted securities are as follows:
| | Date of Acquisition | | Cost or Assigned Basis | |
Ascend Media (Residual Interest) | | 01/05/10 | | $ | — | | |
Total Restricted Securities excluding senior loans (fair value $0 was 0.00% of net assets at August 31, 2015) | | | | $ | — | | |
NOTE 4 — INVESTMENT MANAGEMENT FEES
Prior to May 1, 2015, the Fund had entered into an investment management agreement ("Management Agreement") with the Investment Adviser to provide advisory and management services. The Management Agreement compensated the Investment Adviser with a management fee, computed daily and payable monthly, at an annual rate of 0.80% of the Fund's Managed Assets. For the purposes of the Management Agreement, "Managed Assets" shall mean the Fund's average daily gross asset value, minus the sum of the Fund's accrued and unpaid dividends on any outstanding Preferred Shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Fund and the liquidation preference of any outstanding Preferred Shares). Amounts paid to the Investment Adviser through April 30, 2015 are reflected as investment management fees on the accompanying Statement of Operations.
Also, prior to May 1, 2015, the Fund had entered into an administrative agreement ("Administrative Agreement") with Voya Funds Services, LLC (the "Administrator"), a Delaware limited liability company. The Administrator provided certain administrative and shareholder services necessary for Fund operations and was responsible for the supervision of other service providers. For its services, the Administrator was compensated with a fee, computed daily and payable monthly, at an annual rate of 0.10% of the Fund's Managed Assets. Amounts paid to the Administrator through April 30, 2015 are reflected as administrative service fees on the accompanying Statement of Operations.
Effective May 1, 2015, the terms of the Fund's Management Agreement and Administrative Agreement were combined under a single Amended and Restated Investment Management Agreement with a single management fee. The single management fee rate under the Fund's Amended and Restated Investment Management Agreement does not exceed the former combined investment management and administrative services fee rates for the Fund and there is no change to the investment management or administrative services provided.
The Amended and Restated Investment Management Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, at an annual rate of 0.90% of the Fund's Managed Assets. Single management fee amounts paid to the Investment Adviser from May 1, 2015 through August 31, 2015 are reflected as investment management fees on the accompanying Statement of Operations.
21
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 4 — INVESTMENT MANAGEMENT FEES (continued)
The Investment Adviser has entered into a sub-advisory agreement with Voya IM. Subject to such policies as the Board or the Investment Adviser may determine, Voya IM manages the Fund's assets in accordance with the Fund's investment objectives, policies, and limitations.
NOTE 5 — DISTRIBUTION AND SERVICE FEES
Each share class of the Fund, except Class I and Class W, has adopted a Plan pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans"), whereby Voya Investments Distributor, LLC (the "Distributor"), a Delaware limited liability company, is compensated by the Fund for expenses incurred in the distribution of the Fund's shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month for actual expenses incurred in the distribution and promotion of the Fund's shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees ("Service Fees") paid to securities dealers who executed a distribution agreement with the Distributor. Under the 12b-1 plans, each class of shares of the Fund pays the Distributor a combined Distribution and/or Service Fee based on average daily net assets at the following annual rates:
Class A | | Class B | | Class C | |
| 0.25 | % | | | 1.00 | % | | | 0.75 | % | |
During the period ended August 31, 2015, the Distributor waived 0.25% of the Service Fee on Class B shares only.
NOTE 6 — EXPENSE LIMITATIONS
The Investment Adviser has agreed to limit expenses, excluding interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and acquired fund fees and expenses, to the following:
Class A — 0.90% of Managed Assets plus 0.45% of average daily net assets | |
Class B — 0.90% of Managed Assets plus 1.20% of average daily net assets | |
Class C — 0.90% of Managed Assets plus 0.95% of average daily net assets | |
Class I — 0.90% of Managed Assets plus 0.20% of average daily net assets | |
Class W — 0.90% of Managed Assets plus 0.20% of average daily net assets | |
The Investment Adviser may at a later date recoup from the Fund for fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Fund's expense ratio does not exceed the percentage described above. Waived and reimbursed fees and any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statement of Operations. Amounts payable by the Investment Adviser are reflected on the accompanying Statements of Assets and Liabilities.
The Expense Limitation Agreement is contractual through July 1, 2016 and shall renew automatically for one-year terms. Termination or modification of this obligation requires approval by the Board.
As of August 31, 2015, the amount of reimbursed fees that are subject to recoupment by the Investment Adviser, and the related expiration dates are as follows:
August 31, | | | |
2016 | | 2017 | | 2018 | | Total | |
$ | — | | | $ | — | | | $ | 224,949 | | | $ | 224,949 | | |
22
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 6 — EXPENSE LIMITATIONS (continued)
In addition to the above waived or reimbursed fees, the amount of class specific fees waived or reimbursed that are subject to possible recoupment by the Investment Adviser, and the related expiration dates, as of August 31, 2015, are as follows:
| | August 31, | | | |
| | 2016 | | 2017 | | 2018 | | Total | |
Class A | | $ | — | | | $ | 29,338 | | | $ | 82,920 | | | $ | 112,258 | | |
Class B | | | — | | | | 35 | | | | 101 | | | | 136 | | |
Class C | | | — | | | | 26,833 | | | | 88,633 | | | | 115,466 | | |
Class W | | | — | | | | 3,341 | | | | 9,963 | | | | 13,304 | | |
NOTE 7 — COMMITMENTS
The Fund has entered into a 364-day revolving credit agreement, collateralized by assets of the Fund, to borrow up to $320 million maturing May 13, 2016. Borrowing rates under this agreement are based on a fixed spread over LIBOR, and a commitment fee is charged on the unused portion. There was $190.3 million of borrowings outstanding at August 31, 2015. Weighted average interest rate on outstanding borrowings was 1.10%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 24.01% of total assets at August 31, 2015. Prepaid arrangement fees are amortized over the term of the agreement. Average borrowings for the period ended August 31, 2015 were $202,384,239 and the average annualized interest rate was 1.20%.
NOTE 8 — SENIOR LOAN COMMITMENTS
As of August 31, 2015, the Fund had unfunded loan commitments pursuant to the terms of the following loan agreement:
The unrealized depreciation on these commitments of $12,810 as of August 31, 2015 is reported as such on the Statement of Assets and Liabilities.
NOTE 9 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
The Fund has adopted a Deferred Compensation Plan (the "Plan"), which allows eligible non-affiliated trustees, as described in the Plan, to defer the receipt of all or a portion of the trustees' fees that they are entitled to receive from the Fund. For purposes of determining the amount owed to the trustee under the Plan, the amounts deferred are invested in shares of the funds selected by the trustee (the "Notional Funds"). The Fund purchases shares of the Notional Funds, which are all advised by Voya Investments, in amounts equal to the trustees' deferred fees, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of "Other assets" on the accompanying Statement of Assets and Liabilities. Deferral of trustees' fees under the Plan will not affect net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the Plan.
NOTE 10 — CUSTODIAL AGREEMENT
State Street Bank and Trust Company ("SSB") serves as the Fund's custodian and recordkeeper. Custody fees paid to SSB may be reduced by earnings credits based on the cash balances held by SSB for the Fund. There were no earnings credits for the period ended August 31, 2015.
23
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 11 — SUBORDINATED LOANS AND UNSECURED LOANS
The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Fund may invest up to 20% of its total assets, measured at the time of investment, in subordinated loans, unsecured debt instruments and other investments, as directed by the Prospectus. As of August 31, 2015, the Fund held no subordinated loans or unsecured loans.
NOTE 12 — CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
Year or | | Shares sold | | Reinvestment of distributions | | Shares redeemed | | Shares converted | | Net increase (decrease) in shares outstanding | |
period ended | | # | | # | | # | | # | | # | |
Class A | | | |
| 08-31-15 | | | | 779,719 | | | | 81,967 | | | | (3,489,843 | ) | | | — | | | | (2,628,157 | ) | |
| 02-28-15 | | | | 4,365,370 | | | | 209,767 | | | | (14,341,109 | ) | | | — | | | | (9,765,972 | ) | |
Class B | | | |
| 08-31-15 | | | | 414 | | | | 72 | | | | (16,417 | ) | | | — | | | | (15,931 | ) | |
| 02-28-15 | | | | 2,153 | | | | 189 | | | | (16,518 | ) | | | — | | | | (14,176 | ) | |
Class C | | | |
| 08-31-15 | | | | 685,868 | | | | 55,018 | | | | (2,710,728 | ) | | | — | | | | (1,969,842 | ) | |
| 02-28-15 | | | | 2,872,467 | | | | 126,255 | | | | (6,270,013 | ) | | | — | | | | (3,271,291 | ) | |
Class I | | | |
| 08-31-15 | | | | 241,747 | | | | 3,664 | | | | (880,221 | ) | | | — | | | | (634,810 | ) | |
| 02-28-15 | | | | 1,469,545 | | | | 27,173 | | | | (5,496,065 | ) | | | — | | | | (3,999,347 | ) | |
Class W | | | |
| 08-31-15 | | | | 268,128 | | | | 15,971 | | | | (369,526 | ) | | | — | | | | (85,427 | ) | |
| 02-28-15 | | | | 645,775 | | | | 38,991 | | | | (1,879,928 | ) | | | — | | | | (1,195,162 | ) | |
Year or | | Shares sold | | Reinvestment of distributions | | Shares redeemed | | Shares converted | | Net increase (decrease) | |
period ended | | ($) | | ($) | | ($) | | ($) | | ($) | |
Class A | | | |
| 08-31-15 | | | | 10,236,671 | | | | 1,074,488 | | | | (45,917,874 | ) | | | — | | | | (34,606,715 | ) | |
| 02-28-15 | | | | 58,510,623 | | | | 2,784,720 | | | | (190,717,291 | ) | | | — | | | | (129,421,948 | ) | |
Class B | | | |
| 08-31-15 | | | | 5,442 | | | | 942 | | | | (214,482 | ) | | | — | | | | (208,098 | ) | |
| 02-28-15 | | | | 28,119 | | | | 2,495 | | | | (218,500 | ) | | | — | | | | (187,886 | ) | |
Class C | | | |
| 08-31-15 | | | | 8,990,050 | | | | 720,178 | | | | (35,619,436 | ) | | | — | | | | (25,909,208 | ) | |
| 02-28-15 | | | | 38,304,735 | | | | 1,670,600 | | | | (83,181,788 | ) | | | — | | | | (43,206,453 | ) | |
Class I | | | |
| 08-31-15 | | | | 3,175,885 | | | | 47,956 | | | | (11,551,794 | ) | | | — | | | | (8,327,953 | ) | |
| 02-28-15 | | | | 19,606,071 | | | | 359,956 | | | | (72,878,999 | ) | | | — | | | | (52,912,972 | ) | |
Class W | | | |
| 08-31-15 | | | | 3,523,925 | | | | 209,464 | | | | (4,865,443 | ) | | | — | | | | (1,132,054 | ) | |
| 02-28-15 | | | | 8,640,018 | | | | 518,215 | | | | (25,069,740 | ) | | | — | | | | (15,911,507 | ) | |
NOTE 13 — FEDERAL INCOME TAXES
The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.
24
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 13 — FEDERAL INCOME TAXES (continued)
Dividends paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders. The tax composition of dividends and distributions to shareholders was as follows:
Six Months Ended August 31, 2015 | | Year Ended February 28, 2015 | |
Ordinary Income | | Ordinary Income | |
$ | 15,387,181 | | | $ | 41,051,825 | | |
The tax-basis components of distributable earnings and the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of February 28, 2015 are detailed below. The Regulated Investment Company Modernization Act of 2010 (the "Act") provides an unlimited carryforward period for newly generated capital losses. Under the Act, there may be a greater likelihood that all or a portion of the Fund's pre-enactment capital loss carryforwards may expire without being utilized due to the fact that post-enactment capital losses are required to be utilized before pre-enactment capital loss carryforwards.
Undistributed Ordinary | | Post-October Capital Losses | | Unrealized Appreciation/ | | Capital Loss Carryforwards | |
Income | | Deferred | | (Depreciation) | | Amount | | Character | | Expiration | |
$ | 3,218,842 | | | $ | (3,984,734 | ) | | $ | (14,761,925 | ) | | $ | (80,562,079 | ) | | Short-term | | | 2017 | | |
| | | | | | | | | | | | | (133,167,631 | ) | | Short-term | | | 2018 | | |
| | | | | | | | | | | | | (31,805,887 | ) | | Short-term | | | 2019 | | |
| | | | | | | | | | | | | (376,379 | ) | | Short-term | | | None | | |
| | | | | | | | | | | | | (23,790,897 | ) | | Long-term | | | None | | |
| | | | | | | | | | | | $ | (269,702,873 | ) | | | | | | | | | |
The Fund's major tax jurisdictions are U.S. federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2010.
As of August 31, 2015, no provision for income tax is required in the Fund's financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Fund's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.
NOTE 14 — RESTRUCTURING PLAN
Prior to May 2013, Voya Financial, Inc. was a wholly-owned 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., 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 was required to divest at least 25% of Voya Financial, Inc. by the end of 2013 and more than 50% by the end of 2014, and was required to divest its 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, March 2014, and September 2014, ING Groep divested additional shares in several
25
Voya Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2015 (Unaudited) (continued)
NOTE 14 — RESTRUCTURING PLAN (continued)
secondary offerings of common stock of Voya Financial, Inc. and concurrent share repurchases by Voya Financial, Inc. These transactions reduced ING Groep's ownership interest in Voya Financial, Inc. to 32%. Voya Financial, Inc. did not receive any proceeds from these offerings.
In November 2014, through an additional secondary offering and the concurrent repurchase of shares by Voya Financial, Inc., ING Groep further reduced its interest in Voya Financial, Inc. below 25% to approximately 19% (the "November 2014 Offering"). The November 2014 Offering was deemed by the Investment Adviser to be a change of control (the "Change of Control"), which resulted in the automatic termination of the existing investment advisory and sub-advisory agreements under which the Investment Adviser and sub-adviser provide services to the Fund. In anticipation of this termination, and in order to ensure that the existing investment advisory and sub-advisory services could continue uninterrupted, in 2013 the Board approved new advisory and sub-advisory agreements for the Fund, as applicable, in connection with the IPO. In addition, in 2013, shareholders of the Fund approved new investment advisory and affiliated sub-advisory agreements prompted by the IPO, as well as any future advisory and affiliated sub-advisory agreements prompted by the Separation Plan that are approved by the Board and that have terms not materially different from the current agreements. This meant that shareholders would not have another opportunity to vote on a new agreement with the Investment Adviser or the current affiliated sub-adviser even upon a change of control prompted by the Separation Plan, as long as no single person or group of persons acting together gains "control" (as defined in the 1940 Act) of Voya Financial, Inc.
On November 18, 2014, in response to the Change of Control, the Board, at an in-person meeting, approved new investment advisory and sub-advisory agreements. At that meeting, the Investment Adviser represented that the new investment advisory and affiliated sub-advisory agreements approved by the Board were not materially different from the agreements approved by shareholders in 2013 and no single person or group of persons acting together was expected to gain "control" (as defined in the 1940 Act) of Voya Financial, Inc. As a result, shareholders of the Fund will not be asked to vote again on the new agreements with the Investment Adviser and affiliated sub-adviser.
In March 2015, ING Groep divested the remainder of its interest in Voya Financial, Inc. through a secondary offering of Voya Financial, Inc.'s common stock and a concurrent share repurchase by Voya Financial, Inc. Voya Financial, Inc. did not receive any proceeds from these transactions.
NOTE 15 — SUBSEQUENT EVENTS
DIVIDENDS DECLARED
Subsequent to August 31, 2015, the Fund declared the following dividends from net investment income:
Class | | Per Share Amount | | Declaration Date | | Record Date | | Payable Date | |
| A | | | $ | 0.05803 | | | Daily | | Daily | | October 1, 2015 | |
| B | | | $ | 0.05268 | | | Daily | | Daily | | October 1, 2015 | |
| C | | | $ | 0.05267 | | | Daily | | Daily | | October 1, 2015 | |
| I | | | $ | 0.06072 | | | Daily | | Daily | | October 1, 2015 | |
| W | | | $ | 0.06072 | | | Daily | | Daily | | October 1, 2015 | |
The Fund has evaluated events occurring after the Statement of Assets and Liabilities date ("subsequent events") to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.
26
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
SENIOR LOANS*: 132.8% | | | |
| | | | Aerospace & Defense: 0.3% | |
| 1,615,300 | | | | | | | Custom Sensors & Technologies, First Lien Term Loan, 4.500%, 09/30/21 | | $ | 1,619,338 | | | | 0.3 | | |
| | | | Automotive: 6.0% | |
| 1,995,000 | | | | | | | BBB Industries US Holdings, Inc., First Lien Term Loan, 6.000%, 11/03/21 | | | 2,006,222 | | | | 0.4 | | |
| 1,990,000 | | | | | | | Dealer Tire, LLC, Term Loan B, 5.500%, 12/22/21 | | | 2,009,900 | | | | 0.4 | | |
| 1,346,625 | | | | | | | Dynacast International LLC, First Lien Term Loan, 4.500%, 01/28/22 | | | 1,346,625 | | | | 0.2 | | |
| 6,930,000 | | | | | | | Federal-Mogul Corporation, Term Loan C, 4.750%, 04/15/21 | | | 6,798,621 | | | | 1.2 | | |
| 5,600,005 | | | | | | | Fram Group Holdings Inc., First Lien Term Loan, 7.000%, 07/31/17 | | | 5,040,004 | | | | 0.9 | | |
| 393,717 | | | | | | | Fram Group Holdings Inc., Second Lien Term Loan, 11.000%, 01/29/18 | | | 330,722 | | | | 0.1 | | |
| 7,721,700 | | | | | | | Gates Global LLC, First Lien Secured Term Loan, 4.250%, 07/05/21 | | | 7,409,612 | | | | 1.3 | | |
| 2,510,081 | | | | | | | Key Safety Systems, Inc., First Lien Term Loan, 4.750%, 08/29/21 | | | 2,503,023 | | | | 0.4 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
EUR | 1,250,000 | | | | | | | Metaldyne Performance Group, Euro Term Loan B, 3.750%, 10/20/21 | | $ | 1,401,812 | | | | 0.3 | | |
| 1,848,915 | | | | | | | Metaldyne Performance Group, Term Loan B, 3.750%, 10/20/21 | | | 1,849,830 | | | | 0.3 | | |
| 60,304 | | | | | | | Service King, Delayed Draw Term Loan, 4.500%, 08/18/21 | | | 60,555 | | | | 0.0 | | |
| 535,196 | | | | | | | Service King, Term Loan B, 4.500%, 08/18/21 | | | 537,426 | | | | 0.1 | | |
| 2,025,000 | | | | | | | TI Group Automotive Systems, L.L.C., Term Loan B, 4.500%, 06/30/22 | | | 2,019,093 | | | | 0.4 | | |
| 243,997 | | | | | | | UCI International, Inc., Term Loan B, 5.500%, 07/26/17 | | | 243,083 | | | | 0.0 | | |
| | | | | | | | | 33,556,528 | | | | 6.0 | | |
| | | | Beverage & Tobacco: 1.6% | |
EUR | 1,825,645 | | | | | | | Iglo Foods, Term loan C1 (EUR), 3.500%, 06/30/20 | | | 2,051,576 | | | | 0.4 | | |
GBP | 1,588,162 | | | | | | | Iglo Foods, Term loan C2 (GBP), 4.510%, 06/30/20 | | | 2,440,952 | | | | 0.4 | | |
EUR | 4,000,000 | | | | | | | Jacobs Douwe Egberts, Term Loan B-1 EUR, 4.250%, 07/23/21 | | | 4,502,319 | | | | 0.8 | | |
| | | | | | | | | 8,994,847 | | | | 1.6 | | |
| | | | Building & Development: 0.9% | |
| 825,000 | | | | | | | Leighton Services, Term Loan B, 5.500%, 05/21/22 | | | 832,219 | | | | 0.1 | | |
See Accompanying Notes to Financial Statements
27
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Building & Development (continued) | |
| 452,985 | | | | | | | Minimax Viking GmbH, Facility B1 Loan, 4.000%, 08/16/20 | | $ | 452,419 | | | | 0.1 | | |
| 2,700,574 | | | | | | | NCI Building Systems, Inc., Term Loan, 4.250%, 06/24/19 | | | 2,695,510 | | | | 0.5 | | |
| 600,000 | | | | | | | PrimeSource Building Products, Term Loan B, 4.500%, 05/06/22 | | | 598,875 | | | | 0.1 | | |
| 720,632 | | | | | | | Quikrete Holdings, Second Lien Term Loan, 7.000%, 03/23/21 | | | 724,235 | | | | 0.1 | | |
| | | | | | | | | 5,303,258 | | | | 0.9 | | |
| | | | Business Equipment & Services: 11.1% | |
| 4,955,075 | | | | | | | Acosta, Inc., New Term Loan B, 4.250%, 09/26/21 | | | 4,928,511 | | | | 0.9 | | |
| 2,728,134 | | | | | | | Advantage Sales & Marketing, Inc., First Lien Term Loan, 4.250%, 07/25/21 | | | 2,703,775 | | | | 0.5 | | |
| 2,100,000 | | | | | | | AlixPartners LLP, Term Loan B, 4.500%, 07/27/22 | | | 2,104,725 | | | | 0.4 | | |
| 2,247,313 | | | | | | | Allflex Holdings III, Inc., First Lien Term Loan, 4.250%, 07/17/20 | | | 2,241,695 | | | | 0.4 | | |
| 920,000 | | | | | | | Allflex Holdings III, Inc., Second Lien Term Loan, 8.000%, 07/19/21 | | | 926,516 | | | | 0.2 | | |
| 1,050,000 | | | | | | | Boyd Corporation, First Lien Term Loan, 5.250%, 04/15/22 | | | 1,050,875 | | | | 0.2 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 1,492,500 | | | | | | | Central Security Group, Inc., First Lien Term Loan, 6.250%, 09/30/20 | | $ | 1,494,366 | | | | 0.3 | | |
| 1,953,922 | | | | | | | Coinmach Service Corp., Feb 2014 Upsized Term Loan, 4.250%, 11/14/19 | | | 1,933,773 | | | | 0.3 | | |
| 758,770 | | | | | | | First American Payment Systems, First Lien Term Loan, 5.750%, 10/12/18 | | | 758,770 | | | | 0.1 | | |
| 1,398,224 | | | | | | | First American Payment Systems, Second Lien, 10.750%, 04/12/19 | | | 1,391,233 | | | | 0.2 | | |
| 4,950,000 | | | | | | | Interactive Data Corporation, Term Loan B, 4.750%, 05/01/21 | | | 4,954,331 | | | | 0.9 | | |
EUR | 2,430,000 | | | | | | | ION Trading Technologies Limited, First Lien Term Loan EURO, 4.500%, 06/10/21 | | | 2,736,711 | | | | 0.5 | | |
| 5,111,880 | | | | | | | iQor, First Lien Term Loan, 6.000%, 04/01/21 | | | 4,191,742 | | | | 0.7 | | |
| 2,500,000 | | | | | | | iQor, Second Lien Term Loan, 9.750%, 04/01/22 | | | 2,012,500 | | | | 0.4 | | |
| 1,985,000 | | | | | | | Knowledge Universe Education, LLC, First Lien Term Loan, 6.000%, 08/11/22 | | | 1,955,225 | | | | 0.3 | | |
| 1,955,250 | | | | | | | Learning Care Group, Term Loan, 5.000%, 05/01/21 | | | 1,955,250 | | | | 0.3 | | |
See Accompanying Notes to Financial Statements
28
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Business Equipment & Services (continued) | |
| 2,903,226 | | | | | | | Legal Shield, First Lien Term Loan, 6.500%, 07/01/19 | | $ | 2,914,113 | | | | 0.5 | | |
| 2,000,000 | | | | | | | Legal Shield, Second Lien Term Loan, 10.250%, 07/01/20 | | | 2,015,000 | | | | 0.4 | | |
| 2,481,250 | | | | | | | Onsite Rental Group Operations Pty Ltd., Senior Secured Term Loan, 5.500%, 07/30/21 | | | 2,400,609 | | | | 0.4 | | |
| 2,530,000 | | | | | | | Ship US Bidco, Inc. (Worldpay), Term Loan B2A-II, 5.250%, 11/30/19 | | | 2,545,812 | | | | 0.5 | | |
GBP | 1,140,000 | | | | | | | Ship US Bidco, Inc. (Worldpay), Term Loan C1, 5.750%, 11/30/19 | | | 1,755,647 | | | | 0.3 | | |
| 780,000 | | | | | | | Ship US Bidco, Inc. (Worldpay), Term Loan C2, 4.750%, 11/29/19 | | | 783,646 | | | | 0.1 | | |
| 4,981,938 | | | | | | | SourceHOV, First Lien Term Loan, 7.750%, 10/27/19 | | | 4,562,623 | | | | 0.8 | | |
| 1,155,000 | | | | | | | SourceHOV, Second Lien Term Loan, 11.500%, 04/27/20 | | | 1,019,288 | | | | 0.2 | | |
| 3,485,190 | | | | | | | SurveyMonkey.com, LLC, Term Loan B, 5.500%, 02/07/19 | | | 3,441,626 | | | | 0.6 | | |
| 346,704 | | | | | | | Sutherland Global Services, Term Loan B Cayman, 6.000%, 04/22/21 | | | 348,654 | | | | 0.1 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 1,489,421 | | | | | | | Sutherland Global Services, Term Loan B, 6.000%, 04/22/21 | | $ | 1,497,799 | | | | 0.3 | | |
| 477,076 | | | | | | | Miller Heiman, Inc., Term Loan B, 6.750%, 09/30/19 | | | 448,451 | | | | 0.1 | | |
EUR | 250,000 | | | | (1 | ) | | Vistra Group Ltd, EUR First Lien, 08/31/22 | | | 282,028 | | | | 0.0 | | |
| 400,000 | | | | (1 | ) | | Vistra Group Ltd, USD First Lien, 07/21/22 | | | 401,000 | | | | 0.1 | | |
| 93,144 | | | | | | | Wash Multi-Family Services, CAD First Lien Term Loan, 4.250%, 05/26/22 | | | 92,794 | | | | 0.0 | | |
| 531,856 | | | | | | | Wash Multi-Family Services, USD First Lien Term Loan, 4.250%, 05/26/22 | | | 529,862 | | | | 0.1 | | |
| | | | | | | | | 62,378,950 | | | | 11.1 | | |
| | | | Cable & Satellite Television: 3.7% | |
| 2,350,000 | | | | (1 | ) | | Charter Communications Operating, LLC,TLI, 01/23/23 | | | 2,350,367 | | | | 0.4 | | |
| 2,756,750 | | | | | | | Liberty Cablevision of Puerto Rico LLC., First Lien Term Facility, 4.500%, 01/07/22 | | | 2,687,831 | | | | 0.5 | | |
| 250,000 | | | | | | | Liberty Cablevision of Puerto Rico LLC., Second Lien Facility, 7.750%, 07/01/23 | | | 246,875 | | | | 0.0 | | |
| 1,960,023 | | | | | | | New Wave Communications, Including Add on Term Loan B, 4.750%, 04/30/20 | | | 1,950,223 | | | | 0.4 | | |
See Accompanying Notes to Financial Statements
29
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Cable & Satellite Television (continued) | |
EUR | 1,000,000 | | | | | | | Numericable (YPSO France SAS), EUR Add On, 4.000%, 07/27/22 | | $ | 1,123,553 | | | | 0.2 | | |
| 2,000,000 | | | | | | | Numericable (YPSO France SAS), USD Add On, 4.000%, 07/27/22 | | | 1,996,000 | | | | 0.4 | | |
| 5,132,674 | | | | | | | RCN Cable, Term Loan B, 4.250%, 02/25/20 | | | 5,129,405 | | | | 0.9 | | |
| 5,212,264 | | | | | | | Wideopenwest Finance, LLC, TLB, 4.500%, 04/01/19 | | | 5,211,800 | | | | 0.9 | | |
| | | | | | | | | 20,696,054 | | | | 3.7 | | |
| | | | Chemicals & Plastics: 6.5% | |
| 2,012,843 | | | | | | | Armacell, First Lien Term Loan USD, 5.500%, 07/02/20 | | | 2,015,359 | | | | 0.4 | | |
| 335,821 | | | | | | | Aruba Investments, Inc (a.k.a Angus Chemical),US Term Loan, 4.500%, 02/02/22 | | | 336,660 | | | | 0.1 | | |
| 1,137,452 | | | | | | | AZ Chem US Inc., First Lien Senior Secured Term Loan, 4.500%, 06/13/21 | | | 1,136,652 | | | | 0.2 | | |
| 2,086,737 | | | | | | | Emerald Performance Materials LLC, First Lien Term Loan, 4.500%, 08/01/21 | | | 2,085,867 | | | | 0.4 | | |
| 1,000,000 | | | | | | | Emerald Performance Materials LLC, Second Lien Term Loan, 7.750%, 08/01/22 | | | 998,750 | | | | 0.2 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 2,000,000 | | | | | | | Flint Group Holdings S.A.R.L., Second Lien, 8.250%, 09/05/22 | | $ | 1,993,334 | | | | 0.3 | | |
| 2,269,965 | | | | | | | Flint Group Holdings S.A.R.L., USD Term Loan B2, 4.500%, 09/03/21 | | | 2,271,384 | | | | 0.4 | | |
| 375,252 | | | | | | | Flint Group Holdings S.A.R.L., USD Term Loan C, 4.500%, 09/03/21 | | | 375,017 | | | | 0.1 | | |
| 1,782,017 | | | | | | | Gemini HDPE LLC, Senior Secured Term Loan, 4.750%, 08/06/21 | | | 1,784,988 | | | | 0.3 | | |
| 2,094,747 | | | | | | | Ineos US Finance LLC, Incremental USD Term Loan, 4.250%, 03/31/22 | | | 2,091,475 | | | | 0.4 | | |
| 269,461 | | | | | | | Kleopatra Holdings 2 S.C.A (Kloeckner), Initial German Borrower Dollar Term Loans, 5.000%, 04/29/20 | | | 270,008 | | | | 0.0 | | |
| 630,539 | | | | | | | Kleopatra Holdings 2 S.C.A (Kloeckner), Initial US Borrower Dollar Term Loans, 5.000%, 04/29/20 | | | 631,820 | | | | 0.1 | | |
| 888,750 | | | | | | | Kronos Worldwide, Inc., Term Loan B Facility, 4.000%, 02/21/20 | | | 859,310 | | | | 0.1 | | |
| 2,974,114 | | | | | | | MacDermid, Inc., First Lien Term Loan, 4.500%, 06/07/20 | | | 2,970,917 | | | | 0.5 | | |
See Accompanying Notes to Financial Statements
30
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Chemicals & Plastic (continued) | |
EUR | 1,136,413 | | | | | | | MacDermid, Inc. (a.k.a Platform Specialty Products Corp), Euro Term Facility, 4.250%, 06/07/20 | | $ | 1,278,414 | | | | 0.2 | | |
| 2,049,161 | | | | | | | Monarch (Allnex S.a.r.l.), First Lien Term Loan B-1, 4.500%, 10/03/19 | | | 2,053,003 | | | | 0.4 | | |
| 1,063,211 | | | | | | | Monarch (Allnex S.a.r.l.), First Lien Term Loan B-2, 4.500%, 10/03/19 | | | 1,065,205 | | | | 0.2 | | |
EUR | 1,532,852 | | | | | | | Monarch (Allnex S.a.r.l.), First Lien Term Loan Euro, 4.750%, 10/01/19 | | | 1,720,091 | | | | 0.3 | | |
| 1,091,750 | | | | | | | Orion Engineered Carbons, Term Loan B (USD), 5.000%, 07/25/21 | | | 1,095,844 | | | | 0.2 | | |
EUR | 1,321,756 | | | | | | | Oxea S.a.r.l., First Lien Term Loan Euro, 4.500%, 01/15/20 | | | 1,439,022 | | | | 0.3 | | |
| 3,109,613 | | | | | | | Oxea S.a.r.l., First Lien Term Loan USD, 4.250%, 01/15/20 | | | 3,042,237 | | | | 0.5 | | |
| 1,000,000 | | | | | | | Royal Adhesives & Sealants, First Lien Term Loan, 4.500%, 06/19/22 | | | 998,750 | | | | 0.2 | | |
| 200,000 | | | | | | | Royal Adhesives & Sealants, Second Lien Term Loan, 8.500%, 06/19/23 | | | 199,500 | | | | 0.0 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 1,091,750 | | | | | | | Solenis International, L.P., USD First Lien Term Loan, 4.250%, 07/31/21 | | $ | 1,080,492 | | | | 0.2 | | |
| 2,985,000 | | | | | | | Styrolution Group GmbH, Term Loan B-1 USD, 6.500%, 11/07/19 | | | 3,017,337 | | | | 0.5 | | |
| | | | | | | | | 36,811,436 | | | | 6.5 | | |
| | | | Clothing/Textiles: 0.7% | |
| 3,574,104 | | | | | | | Varsity Brands (fka Herff Jones, Inc.), First Lien Term Loan, 5.000%, 12/10/21 | | | 3,591,975 | | | | 0.6 | | |
| 442,713 | | | | | | | Vince, LLC, Term Loan, 5.750%, 11/27/19 | | | 438,563 | | | | 0.1 | | |
| | | | | | | | | 4,030,538 | | | | 0.7 | | |
| | | | Conglomerates: 1.4% | |
| 1,290,250 | | | | | | | Jason Incorporated, First Lien Term Loan, 5.500%, 06/30/21 | | | 1,289,443 | | | | 0.2 | | |
| 600,000 | | | | | | | Jason Incorporated, Second Lien Term Loan, 9.000%, 06/30/22 | | | 551,250 | | | | 0.1 | | |
| 2,925,388 | | | | | | | ServiceMaster Company, Term Loan, 4.250%, 07/01/21 | | | 2,929,284 | | | | 0.5 | | |
| 2,106,358 | | | | | | | Waterpik, First Lien, 5.750%, 07/08/20 | | | 2,101,971 | | | | 0.4 | | |
| 1,103,419 | | | | | | | WireCo WorldGroup, Inc., Term Loan B, 6.000%, 02/15/17 | | | 1,107,557 | | | | 0.2 | | |
| | | | | | | | | 7,979,505 | | | | 1.4 | | |
See Accompanying Notes to Financial Statements
31
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Containers & Glass Products: 3.2% | |
| 2,349,688 | | | | | | | Berlin Packaging, LLC, First Lien Term Loan, 4.500%, 10/01/21 | | $ | 2,350,176 | | | | 0.4 | | |
| 550,000 | | | | | | | Berlin Packaging, LLC, Second Lien Term Facility, 7.750%, 09/30/22 | | | 547,250 | | | | 0.1 | | |
EUR | 500,313 | | | | | | | Constantia Flexibles, Term Loan B1 Euro, 4.750%, 04/30/22 | | | 565,013 | | | | 0.1 | | |
| 52,841 | | | | | | | Constantia Flexibles, Term Loan B1 USD, 4.750%, 04/30/22 | | | 53,237 | | | | 0.0 | | |
EUR | 74,687 | | | | | | | Constantia Flexibles, Term Loan B2 Euro, 4.750%, 04/30/22 | | | 84,346 | | | | 0.0 | | |
| 271,346 | | | | | | | Constantia Flexibles, Term Loan B2 USD, 4.750%, 04/30/22 | | | 273,381 | | | | 0.1 | | |
| 318,281 | | | | | | | EveryWare, Inc., Term Loan, 10.000%, 06/04/18 | | | 316,689 | | | | 0.1 | | |
| 1,094,500 | | | | | | | Hilex Poly Co, LLC (aka Novolex), First Lien Term Loan Facility, 6.000%, 12/03/21 | | | 1,096,325 | | | | 0.2 | | |
| 1,239,393 | | | | (1 | ) | | Husky Injection Molding Systems, Ltd, Incremental Term Loan, 4.250%, 06/30/21 | | | 1,229,705 | | | | 0.2 | | |
| 594,247 | | | | | | | Milacron LLC, Term Loan, 4.500%, 09/28/20 | | | 595,361 | | | | 0.1 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 2,880,045 | | | | | | | Otter Products, Term Loan B, 5.750%, 06/03/20 | | $ | 2,834,445 | | | | 0.5 | | |
| 750,000 | | | | (1 | ) | | Peacock Engineering Company, LLC, First Lien Term Loan Facility, 07/29/22 | | | 751,562 | | | | 0.1 | | |
| 825,000 | | | | (1 | ) | | Prolampac Intermediate Inc, First Lien Term Facility, 08/12/22 | | | 822,938 | | | | 0.2 | | |
| 1,795,500 | | | | | | | SIG Combibloc Group AG, USD Term Loan, 4.250%, 03/10/22 | | | 1,797,620 | | | | 0.3 | | |
| 2,479,444 | | | | | | | TricorBraun, Term Loan, 4.000%, 05/03/18 | | | 2,469,112 | | | | 0.4 | | |
EUR | 2,000,000 | | | | (1 | ) | | Verallia,EUR TL, 07/24/22 | | | 2,248,709 | | | | 0.4 | | |
| | | | | | | | | 18,035,869 | | | | 3.2 | | |
| | | | Diversified Insurance: 6.1% | |
| 2,142,986 | | | | | | | Acrisure, LLC, First Lien Term Loan, 5.250%, 05/19/22 | | | 2,105,483 | | | | 0.4 | | |
| 3,800,000 | | | | | | | Alliant Holdings, I, LLC,Term Loan B, 4.500%, 07/27/22 | | | 3,796,675 | | | | 0.7 | | |
| 925,000 | | | | | | | AmWINS Group, Inc., Second Lien Term Loan, 9.500%, 09/06/20 | | | 929,625 | | | | 0.2 | | |
| 5,298,068 | | | | | | | AmWINS Group, Inc., Term Loan B, 5.250%, 09/06/19 | | | 5,343,854 | | | | 0.9 | | |
| 2,670,412 | | | | | | | Applied Systems Inc., First Lien Term Loan, 4.250%, 01/25/21 | | | 2,667,074 | | | | 0.5 | | |
| 980,283 | | | | | | | Applied Systems Inc., Second Lien Term Loan, 7.500%, 01/24/22 | | | 978,812 | | | | 0.2 | | |
See Accompanying Notes to Financial Statements
32
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Diversified Insurance (continued) | |
| 1,862,000 | | | | | | | Cooper Gay Swett & Crawford, Ltd., First Lien Term Loan, 5.000%, 04/16/20 | | $ | 1,694,420 | | | | 0.3 | | |
| 1,400,000 | | | | | | | Cooper Gay Swett & Crawford, Ltd., Second Lien Term Loan, 8.250%, 10/15/20 | | | 1,148,000 | | | | 0.2 | | |
| 4,810,902 | | | | | | | Hub International Limited, Term Loan B, 4.000%, 10/02/20 | | | 4,770,144 | | | | 0.8 | | |
| 4,520,501 | | | | | | | National Financial Partners Corp., Term Loan B, 4.500%, 07/01/20 | | | 4,473,885 | | | | 0.8 | | |
| 1,825,000 | | | | | | | Sedgwick Holdings, Inc., Incremental Second Lien Term Loan, 6.750%, 02/28/22 | | | 1,793,634 | | | | 0.3 | | |
| 2,300,000 | | | | | | | Sedgwick Holdings, Inc., Second Lien Term Loan, 6.750%, 02/28/22 | | | 2,260,470 | | | | 0.4 | | |
| 2,310,758 | | | | | | | USI, Inc., Term Loan, 4.250%, 12/27/19 | | | 2,305,342 | | | | 0.4 | | |
| | | | | | | | | 34,267,418 | | | | 6.1 | | |
| | | | Drugs: 0.8% | |
| 2,172,500 | | | | | | | Alvogen Pharma U.S., Term Loan B, 6.000%, 03/31/22 | | | 2,167,069 | | | | 0.4 | | |
| 2,150,000 | | | | (1 | ) | | Endo Pharmaceuticals Holdings Inc., Term loan B, 06/24/22 | | | 2,153,528 | | | | 0.4 | | |
| | | | | | | | | 4,320,597 | | | | 0.8 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Ecological Services & Equipment: 1.3% | |
| 4,416,625 | | | | | | | 4L Holdings Inc., Term Loan B, 5.500%, 05/08/20 | | $ | 4,350,376 | | | | 0.8 | | |
| 1,980,307 | | | | | | | ADS Waste Holdings, Inc., B-2, 3.750%, 10/09/19 | | | 1,969,415 | | | | 0.3 | | |
| 897,750 | | | | | | | Waste Industries USA, Inc., Term Loan B, 4.250%, 02/24/20 | | | 903,361 | | | | 0.2 | | |
| | | | | | | | | 7,223,152 | | | | 1.3 | | |
| | | | Electronics/Electrical: 15.2% | |
| 1,995,000 | | | | | | | Accuvant Inc., First Lien Term Loan, 6.250%, 01/28/22 | | | 2,003,313 | | | | 0.4 | | |
| 2,856,514 | | | | | | | Active Network, Inc., First Lien Term Loan, 5.500%, 11/15/20 | | | 2,831,520 | | | | 0.5 | | |
| 3,456,250 | | | | | | | Aptean Holdings, Inc., First Lien Term Loan, 5.250%, 02/27/20 | | | 3,438,969 | | | | 0.6 | | |
| 1,400,000 | | | | | | | Aptean Holdings, Inc., Second Lien Term Loan, 8.500%, 02/27/21 | | | 1,354,500 | | | | 0.2 | | |
| 1,805,777 | | | | | | | Aspect Software, Inc., Term Loan, 7.500%, 05/07/16 | | | 1,795,056 | | | | 0.3 | | |
| 3,976,888 | | | | (1 | ) | | Blackboard Inc., Term Loan B-3, 4.750%, 10/04/18 | | | 3,961,147 | | | | 0.7 | | |
| 1,475,000 | | | | | | | Blue Coat Systems, Inc., Term Loan B, 4.500%, 05/23/22 | | | 1,468,700 | | | | 0.3 | | |
| 1,928,596 | | | | | | | BMC Software, Inc., U.S. Term Loan, 5.000%, 09/10/20 | | | 1,778,648 | | | | 0.3 | | |
See Accompanying Notes to Financial Statements
33
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Electronics/Electrical (continued) | |
| 2,845,700 | | | | | | | Compuware Corporation, Term Loan B-2, 6.250%, 12/15/21 | | $ | 2,746,101 | | | | 0.5 | | |
| 2,073,322 | | | | | | | Dell International LLC,Term B Loans, 4.000%, 04/29/20 | | | 2,068,917 | | | | 0.4 | | |
| 1,711,363 | | | | | | | ECI, Term Loan B, 5.750%, 05/28/21 | | | 1,718,122 | | | | 0.3 | | |
| 2,700,000 | | | | | | | Epicor Software Corporation, Term Loan B, 4.750%, 05/26/22 | | | 2,694,600 | | | | 0.5 | | |
| 2,186,979 | | | | | | | Epiq Systems, Inc., Term Loan, 4.500%, 08/27/20 | | | 2,181,512 | | | | 0.4 | | |
| 1,095,000 | | | | | | | Eze Castle Software, Inc., Second Lien Term Loan, 7.250%, 04/04/21 | | | 1,075,838 | | | | 0.2 | | |
| 2,092,500 | | | | | | | FCI International S.A.S., Term Loan B, 6.250%, 12/31/20 | | | 2,092,500 | | | | 0.4 | | |
| 4,179,365 | | | | | | | Freescale Semiconductor, Inc., Tranche B-4 Term Loan, 4.250%, 02/28/20 | | | 4,180,004 | | | | 0.7 | | |
| 2,210,625 | | | | | | | Freescale Semiconductor, Inc., Tranche B-5 Term Loan, 5.000%, 01/15/21 | | | 2,217,367 | | | | 0.4 | | |
| 5,277,169 | | | | | | | Go Daddy Operating Company, LLC, Term Loan, 4.250%, 05/13/21 | | | 5,281,275 | | | | 0.9 | | |
| 2,643,837 | | | | | | | Hyland Software, Inc., 1st Lien Term Loan, 4.750%, 07/01/22 | | | 2,644,939 | | | | 0.5 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 1,000,000 | | | | | | | Hyland Software, Inc.,2nd Lien Term Loan, 8.250%, 06/30/23 | | $ | 996,667 | | | | 0.2 | | |
| 3,700,000 | | | | (1 | ) | | Informatica Corporation, Term Loan B, 4.500%, 08/05/22 | | | 3,683,350 | | | | 0.7 | | |
| 2,987,839 | | | | | | | Kronos Incorporated, Upsized Term Loan, 4.500%, 10/30/19 | | | 2,994,189 | | | | 0.5 | | |
| 850,000 | | | | (1 | ) | | Linxens, TL B-1 USD, 07/31/22 | | | 848,406 | | | | 0.2 | | |
| 2,279,487 | | | | | | | M/A-COM Technology Solutions Holdings, Inc., Term Loan B, 4.500%, 05/07/21 | | | 2,279,487 | | | | 0.4 | | |
| 1,999,572 | | | | | | | Omnitracs Inc., Upsized First Lien Term Loan, 4.750%, 11/25/20 | | | 1,986,241 | | | | 0.4 | | |
| 575,000 | | | | | | | Omnitracs Inc., Upsized Second Lien Term Loan, 8.750%, 05/25/21 | | | 560,146 | | | | 0.1 | | |
| 1,344,774 | | | | | | | Open Link Financial, Inc., Term Loan, 6.250%, 10/30/17 | | | 1,342,252 | | | | 0.2 | | |
| 5,567,000 | | | | | | | RedPrairie Corporation, First Lien Term Loan, 6.000%, 12/21/18 | | | 5,118,856 | | | | 0.9 | | |
| 1,400,000 | | | | | | | RedPrairie Corporation, Second Lien Term Loan, 11.250%, 12/20/19 | | | 1,220,625 | | | | 0.2 | | |
| 4,189,500 | | | | | | | Riverbed Technology, Inc., First Lien Term Loan, 6.000%, 04/24/22 | | | 4,194,364 | | | | 0.7 | | |
See Accompanying Notes to Financial Statements
34
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Electronics/Electrical (continued) | |
| 2,623,500 | | | | | | | Skillsoft Corp., First Lien Term Loan, 5.750%, 04/28/21 | | $ | 2,520,200 | | | | 0.4 | | |
| 1,966,592 | | | | | | | SS&C Technologies Inc., TLB-1, 4.000%, 07/06/22 | | | 1,973,090 | | | | 0.3 | | |
| 318,610 | | | | | | | SS&C Technologies Inc.,TLB-2, 4.000%, 07/06/22 | | | 319,663 | | | | 0.1 | | |
| 3,000,000 | | | | | | | TTM Technologies, Term Loan B, 6.000%, 05/31/21 | | | 2,865,000 | | | | 0.5 | | |
| 5,056,818 | | | | | | | Zebra Technologies, Term Loan B, 4.750%, 10/27/21 | | | 5,091,159 | | | | 0.9 | | |
| | | | | | | | | 85,526,723 | | | | 15.2 | | |
| | | | Equity REITs and REOCs: 0.3% | |
| 1,750,000 | | | | | | | Capital Automotive L.P., Second Lien Term Loan, 6.000%, 04/29/20 | | | 1,767,500 | | | | 0.3 | | |
| | | | Financial Intermediaries: 1.4% | |
| 2,965,151 | | | | | | | Duff & Phelps, Add-on Term Loan, 4.500%, 04/23/20 | | | 2,968,858 | | | | 0.5 | | |
| 1,075,250 | | | | | | | MoneyGram International, Inc., Term Loan B, 4.250%, 03/27/20 | | | 1,012,527 | | | | 0.2 | | |
| 2,300,233 | | | | | | | Santander Asset Management, Term Loan B-1 USD, 4.250%, 12/17/20 | | | 2,309,579 | | | | 0.4 | | |
| 1,429,112 | | | | | | | Walker & Dunlop, Term Loan, 5.250%, 12/20/20 | | | 1,439,830 | | | | 0.3 | | |
| | | | | | | | | 7,730,794 | | | | 1.4 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Food Products: 5.3% | |
| 5,382,197 | | | | | | | Advance Pierre Foods, First Lien Term Loan B, 5.750%, 07/10/17 | | $ | 5,400,335 | | | | 1.0 | | |
| 3,000,000 | | | | | | | Advance Pierre Foods, Second Lien Term Loan, 9.500%, 10/10/17 | | | 3,024,375 | | | | 0.5 | | |
| 1,273,654 | | | | | | | Atkins Nutritionals Holdings II, Inc., First Lien Term Loan, 6.250%, 01/02/19 | | | 1,273,654 | | | | 0.2 | | |
| 4,443,750 | | | | | | | Atrium Innovations, Inc., USD First Lien Term Loan, 4.250%, 02/15/21 | | | 4,238,227 | | | | 0.7 | | |
| 2,000,000 | | | | | | | Atrium Innovations, Inc., USD Second Lien Term Loan, 7.750%, 08/13/21 | | | 1,780,000 | | | | 0.3 | | |
| 4,361,082 | | | | | | | CSM Bakery Supplies, First Lien Term Loan, 5.000%, 07/03/20 | | | 4,356,176 | | | | 0.8 | | |
| 1,083,500 | | | | | | | Del Monte Foods Consumer Products, Inc., First Lien, 4.260%, 02/18/21 | | | 1,046,932 | | | | 0.2 | | |
| 1,700,000 | | | | | | | Del Monte Foods Consumer Products, Inc., Second Lien, 8.250%, 08/18/21 | | | 1,538,500 | | | | 0.3 | | |
| 1,100,000 | | | | | | | Hostess, First Lien Term Loan, 4.500%, 07/31/22 | | | 1,102,399 | | | | 0.2 | | |
| 4,000,000 | | | | (1 | ) | | JBS USA, Inc. (FKA Swift), TLB, 08/14/22 | | | 3,992,500 | | | | 0.7 | | |
| 2,025,974 | | | | | | | NPC International, Term Loan, 4.000%, 12/28/18 | | | 2,010,779 | | | | 0.4 | | |
| | | | | | | | | 29,763,877 | | | | 5.3 | | |
See Accompanying Notes to Financial Statements
35
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Food Service: 1.6% | |
| 3,791,950 | | | | | | | CEC Entertainment, Inc., First Lien Term Loan, 4.000%, 02/14/21 | | $ | 3,703,473 | | | | 0.7 | | |
| 1,188,268 | | | | | | | P.F. Chang's China Bistro, Inc., Term Loan, 4.250%, 06/30/19 | | | 1,170,445 | | | | 0.2 | | |
| 3,885,367 | | | | | | | Restaurant Brands International (F.K.A. Burger King Corporation), TL B, 3.750%, 12/12/21 | | | 3,888,199 | | | | 0.7 | | |
| | | | | | | | | 8,762,117 | | | | 1.6 | | |
| | | | Food/Drug Retailers: 2.0% | |
| 2,990,000 | | | | | | | Albertsons LLC, Term Loan B4, 5.500%, 08/25/21 | | | 2,996,109 | | | | 0.5 | | |
| 2,478,756 | | | | | | | Portillo Restaurant Group (The), First Lien Term Loan, 4.750%, 08/04/21 | | | 2,480,305 | | | | 0.5 | | |
| 775,000 | | | | | | | Portillo Restaurant Group (The), Second Lien Term Loan, 8.000%, 08/04/22 | | | 771,125 | | | | 0.1 | | |
| 1,305,098 | | | | | | | Roundys Supermarkets, Inc., Term Loan B, 5.750%, 03/03/21 | | | 1,185,681 | | | | 0.2 | | |
| 2,951,677 | | | | | | | Supervalu, Term Loan, 4.500%, 03/21/19 | | | 2,962,285 | | | | 0.5 | | |
| 886,386 | | | | | | | TGI Friday's, Inc., First Lien Term Loan, 5.250%, 07/15/20 | | | 890,264 | | | | 0.2 | | |
| | | | | | | | | 11,285,769 | | | | 2.0 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Forest Products: 0.1% | |
| 635,386 | | | | | | | Xerium Technologies, Inc., Term Loan B, 5.750%, 05/17/19 | | $ | 638,563 | | | | 0.1 | | |
| | | | Health Care: 12.6% | |
| 3,110,625 | | | | | | | Accellent, Inc., First Lien Term Loan, 4.500%, 03/14/21 | | | 3,097,016 | | | | 0.6 | | |
| 1,757,250 | | | | | | | Aegis Sciences, First Lien Term Loan, 5.500%, 02/19/21 | | | 1,695,746 | | | | 0.3 | | |
| 2,975,000 | | | | | | | Air Medical Group Holdings, Inc., Term Loan B, 4.500%, 04/28/22 | | | 2,933,032 | | | | 0.5 | | |
| 1,625,000 | | | | | | | Alere US Holdings, LLC,New Term Loan B, 4.250%, 06/15/22 | | | 1,625,785 | | | | 0.3 | | |
| 535,000 | | | | | | | Aspen Dental Management, Inc., Term Loan B, 5.500%, 04/29/22 | | | 538,901 | | | | 0.1 | | |
| 2,430,934 | | | | | | | ATI Physical Therapy, Term Loan B, 5.250%, 12/20/19 | | | 2,444,608 | | | | 0.4 | | |
| 2,084,171 | | | | | | | CareCore National, LLC, Term Loan B, 5.500%, 03/05/21 | | | 2,042,488 | | | | 0.4 | | |
| 3,855,526 | | | | | | | Catalent Pharma Solutions, Inc., USD Term Loan, 4.250%, 05/20/21 | | | 3,860,079 | | | | 0.7 | | |
| 2,408,434 | | | | | | | CHG Medical Staffing, Inc., New First Lien Term, 4.250%, 11/19/19 | | | 2,406,177 | | | | 0.4 | | |
See Accompanying Notes to Financial Statements
36
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Health Care (continued) | |
| 1,965,632 | | | | | | | CHS/Community Health Systems, Inc., Term Loan H, 4.000%, 01/27/21 | | $ | 1,972,382 | | | | 0.4 | | |
| 1,125,000 | | | | | | | Concentra Inc, Term Loan B, 4.000%, 05/14/22 | | | 1,124,283 | | | | 0.2 | | |
| 2,376,000 | | | | | | | Connolly / iHealth Technologies, First Lien, 4.500%, 05/14/21 | | | 2,383,919 | | | | 0.4 | | |
| 1,900,000 | | | | | | | Connolly / iHealth Technologies, Second Lien, 8.000%, 05/14/22 | | | 1,900,000 | | | | 0.3 | | |
| 1,836,125 | | | | | | | Correct Care Solutions, First Lien Term Loan, 5.000%, 07/22/21 | | | 1,725,958 | | | | 0.3 | | |
| 1,598,920 | | | | | | | DJO Finance LLC, First Lien Term Loan, 4.250%, 06/05/20 | | | 1,599,253 | | | | 0.3 | | |
| 2,433,491 | | | | | | | Healogics, Inc., First Lien Term Loan, 5.250%, 07/01/21 | | | 2,433,461 | | | | 0.4 | | |
| 2,250,000 | | | | | | | Healogics, Inc., Second Lien Term Loan, 9.000%, 07/01/22 | | | 2,203,594 | | | | 0.4 | | |
| 1,300,000 | | | | (1 | ) | | Hill-Rom Holdings, Inc., New Term Loan B, 08/07/22 | | | 1,302,708 | | | | 0.2 | | |
| 1,216,598 | | | | | | | Iasis Healthcare LLC, Term B-2, 4.500%, 05/03/18 | | | 1,220,147 | | | | 0.2 | | |
| 1,805,342 | | | | | | | Immucor, Inc., Term B-2 Loan, 5.000%, 08/17/18 | | �� | 1,804,589 | | | | 0.3 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 1,867,925 | | | | | | | Medpace Holdings, Inc., Term Loan B, 4.750%, 04/05/21 | | $ | 1,862,672 | | | | 0.3 | | |
| 5,804,093 | | | | | | | Millennium Laboratories, LLC, Term Loan B, 5.250%, 04/15/21 | | | 2,898,419 | | | | 0.5 | | |
| 1,664,335 | | | | | | | NVA Holdings, Inc., First Lien Term Loan, 4.750%, 08/15/21 | | | 1,666,069 | | | | 0.3 | | |
| 1,638,857 | | | | | | | Onex Carestream Finance LP, First Lien, 5.000%, 06/07/19 | | | 1,631,072 | | | | 0.3 | | |
| 2,475,000 | | | | | | | Ortho-Clinical Diagnostics, Inc., Term Loan B, 4.750%, 06/30/21 | | | 2,442,736 | | | | 0.4 | | |
| 248,750 | | | | | | | Par Pharmaceutical Companies, B-3, 4.250%, 09/28/19 | | | 248,906 | | | | 0.0 | | |
| 2,000,000 | | | | | | | Pharmaceutical Product Development, Inc.,Term B, 4.250%, 08/06/22 | | | 1,992,084 | | | | 0.4 | | |
| 1,237,500 | | | | | | | Phillips-Medisize Corporation, First Lien Term Loan, 4.750%, 06/16/21 | | | 1,240,078 | | | | 0.2 | | |
| 250,000 | | | | | | | Phillips-Medisize Corporation, Second Lien Term Loan, 8.250%, 06/16/22 | | | 249,219 | | | | 0.0 | | |
| 2,522,009 | | | | | | | Progressive Solutions, Inc., First Lien, 5.500%, 10/22/20 | | | 2,530,415 | | | | 0.5 | | |
EUR | 249,375 | | | | | | | Siemens Audiology Solutions, Term Loan B Euro, 12/10/21 | | | 281,935 | | | | 0.1 | | |
See Accompanying Notes to Financial Statements
37
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Health Care (continued) | |
| 3,092,250 | | | | | | | Sivantos (Siemens Audiology),TL B USD, 4.250%, 01/17/22 | | $ | 3,101,913 | | | | 0.6 | | |
| 3,275,000 | | | | | | | Sterigenics International LLC, Term Loan B, 4.250%, 05/08/22 | | | 3,270,906 | | | | 0.6 | | |
| 3,852,728 | | | | | | | Surgery Center Holdings, Inc., First Lien Term Loan, 5.250%, 11/03/20 | | | 3,855,737 | | | | 0.7 | | |
| 3,488,750 | | | | | | | Valeant Pharmaceuticals International, Inc., F1 Term Loan, 4.000%, 04/01/22 | | | 3,494,102 | | | | 0.6 | | |
| | | | | | | | | 71,080,389 | | | | 12.6 | | |
| | | | Home Furnishings: 1.4% | |
| 3,510,651 | | | | | | | AOT Bedding Super Holdings, LLC, Term Loan B, 4.250%, 10/01/19 | | | 3,515,250 | | | | 0.6 | | |
| 1,242,475 | | | | | | | Hillman Group (The), Inc., Term Loan B, 4.500%, 06/30/21 | | | 1,247,134 | | | | 0.2 | | |
| 1,287,369 | | | | | | | Monitronics International, Inc., Add-on Term Loan, 4.250%, 03/23/18 | | | 1,284,955 | | | | 0.3 | | |
| 1,695,750 | | | | | | | Monitronics International, Inc., Term Loan B-1, 4.500%, 04/02/22 | | | 1,693,101 | | | | 0.3 | | |
| | | | | | | | | 7,740,440 | | | | 1.4 | | |
| | | | Industrial Equipment: 4.3% | |
| 2,223,735 | | | | | | | Accudyne Industries LLC, Term Loan, 4.000%, 12/13/19 | | | 2,102,820 | | | | 0.4 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 4,839,137 | | | | | | | Apex Tool Group, Term Loan B, 4.500%, 01/31/20 | | $ | 4,700,012 | | | | 0.8 | | |
EUR | 670,927 | | | | | | | CeramTec GmbH, Euro Term B-1 Loan, 4.250%, 08/30/20 | | | 758,469 | | | | 0.1 | | |
EUR | 204,073 | | | | | | | CeramTec GmbH, Euro Term B-2 Loan, 4.250%, 08/30/20 | | | 230,700 | | | | 0.0 | | |
| 1,904,873 | | | | | | | Doncasters Group Limited, First Lien Term Loan USD, 4.500%, 04/09/20 | | | 1,903,286 | | | | 0.3 | | |
| 1,662,851 | | | | (1 | ) | | Filtration Group Corporation, First Lien Term Loan, 4.250%, 11/30/20 | | | 1,664,098 | | | | 0.3 | | |
| 6,872,475 | | | | | | | Gardner Denver, Inc., Term Loan B USD, 4.250%, 07/30/20 | | | 6,573,234 | | | | 1.2 | | |
| 2,545,241 | | | | | | | International Equipment Solutions, LLC, Term Loan, 6.750%, 08/16/19 | | | 2,548,423 | | | | 0.5 | | |
| 105,319 | | | | (1 | ) | | Kenan Advantage Group, Inc., Delayed Draw Term Loan, 01/23/17 | | | 105,253 | | | | 0.0 | | |
| 754,137 | | | | (1 | ) | | Kenan Advantage Group, Inc., Term Loan B, 07/31/22 | | | 753,666 | | | | 0.1 | | |
| 240,544 | | | | (1 | ) | | Kenan Advantage Group, Inc., Term Loan Canada Borrower, 07/31/22 | | | 240,393 | | | | 0.0 | | |
| 888,750 | | | | | | | SunSource, First Lien Term Loan, 4.750%, 02/15/21 | | | 889,861 | | | | 0.2 | | |
| 674,581 | | | | | | | VAT Holding, Term Loan B, 4.250%, 02/11/21 | | | 674,581 | | | | 0.1 | | |
See Accompanying Notes to Financial Statements
38
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Industrial Equipment (continued) | |
| 906,200 | | | | | | | WTG Holdings III Corp., First Lien Term Loan, 4.750%, 01/15/21 | | $ | 903,935 | | | | 0.2 | | |
| 325,000 | | | | | | | WTG Holdings III Corp., Second Lien Term Loan, 8.500%, 01/15/22 | | | 320,937 | | | | 0.1 | | |
| | | | | | | | | 24,369,668 | | | | 4.3 | | |
| | | | Leisure Goods/Activities/Movies: 5.8% | |
| 3,960,000 | | | | | | | 24 Hour Fitness Worldwide, Inc, Term Loan B, 4.750%, 05/28/21 | | | 3,834,599 | | | | 0.7 | | |
| 625,000 | | | | | | | Cirque Du Soleil,First Lien Term Loan, 5.000%, 07/07/22 | | | 627,018 | | | | 0.1 | | |
| 400,000 | | | | | | | Cirque Du Soleil, Second Lien Term Loan, 10.500%, 07/07/23 | | | 397,333 | | | | 0.1 | | |
| 4,444,124 | | | | | | | Delta2 Sarl Luxembourg (Formula One World Championship), Facility B3, 4.750%, 07/30/21 | | | 4,421,348 | | | | 0.8 | | |
| 2,000,000 | | | | | | | Delta2 Sarl Luxembourg (Formula One World Championship), Second Lien Facility, 7.750%, 08/08/22 | | | 1,969,166 | | | | 0.4 | | |
| 1,751,725 | | | | | | | Equinox Holdings, Inc., First Lien Term Loan, 5.000%, 01/31/20 | | | 1,760,483 | | | | 0.3 | | |
| 1,329,393 | | | | | | | FGI Operating, Fungible Term Loan B Add On, 5.500%, 04/19/19 | | | 1,261,262 | | | | 0.2 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 10,689,519 | | | | | | | Fitness International, LLC., Term Loan B, 5.500%, 07/01/20 | | $ | 10,231,879 | | | | 1.8 | | |
| 2,162,857 | | | | | | | NEP/NCP Holdco, Inc, Second Lien, 10.000%, 07/22/20 | | | 2,166,463 | | | | 0.4 | | |
| 3,900,005 | | | | | | | NEP/NCP Holdco, Inc, Term Loan B with Add on, 4.250%, 01/22/20 | | | 3,858,080 | | | | 0.7 | | |
| 1,895,250 | | | | | | | TWCC Holding Corporation, Extended First Lien Term Loan, 5.750%, 02/13/20 | | | 1,885,182 | | | | 0.3 | | |
| | | | | | | | | 32,412,813 | | | | 5.8 | | |
| | | | Lodging & Casinos: 6.1% | |
| 7,940,000 | | | | | | | Amaya Gaming Group Inc., First Lien Term Loan B, 5.000%, 08/01/21 | | | 7,882,101 | | | | 1.4 | | |
| 590,625 | | | | | | | Amaya Gaming Group Inc., Second Lien Term Loan, 8.000%, 08/01/22 | | | 594,070 | | | | 0.1 | | |
| 800,000 | | | | | | | American Casino and Entertainment Properties LLC, Term Loan, 5.000%, 07/03/22 | | | 804,000 | | | | 0.1 | | |
| 2,000,000 | | | | | | | Aristocrat Leisure Limited, Term Loan B, 4.750%, 10/21/21 | | | 2,008,744 | | | | 0.3 | | |
| 2,008,671 | | | | | | | Cannery Casino Resorts, LLC, First Lien Term Loan, 6.000%, 10/02/18 | | | 1,994,235 | | | | 0.3 | | |
| 550,000 | | | | | | | Eldorado Resorts, Inc.,Term Loan B, 4.250%, 07/23/22 | | | 551,712 | | | | 0.1 | | |
See Accompanying Notes to Financial Statements
39
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Lodging & Casinos (continued) | |
| 2,574,000 | | | | | | | Global Cash Access, Inc., Term Loan B, 6.250%, 12/18/20 | | $ | 2,586,870 | | | | 0.5 | | |
| 969,825 | | | | | | | Golden Nugget, Inc., Delayed Draw Term Loan, 5.500%, 11/21/19 | | | 975,644 | | | | 0.2 | | |
| 2,262,925 | | | | | | | Golden Nugget, Inc., Term Loan, 5.500%, 11/21/19 | | | 2,276,503 | | | | 0.4 | | |
| 550,000 | | | | | | | Horseshoe Baltimore, Funded Term Loan B, 8.250%, 07/02/20 | | | 511,500 | | | | 0.1 | | |
| 3,791,166 | | | | | | | Peppermill Casinos, Inc., Term Loan B, 7.250%, 11/09/18 | | | 3,810,122 | | | | 0.7 | | |
| 1,492,500 | | | | | | | Scientific Games International, Inc., Term Loan B-2, 6.000%, 10/01/21 | | | 1,479,130 | | | | 0.3 | | |
| 2,898,532 | | | | | | | Scientific Games International, Inc.,Term Loan B, 6.000%, 10/18/20 | | | 2,872,037 | | | | 0.5 | | |
| 2,954,209 | | | | | | | Station Casinos LLC, Term Loan, 4.250%, 03/02/20 | | | 2,952,891 | | | | 0.5 | | |
| 3,337,921 | | | | | | | Twin River Management Group, Inc., Term Loan B, 5.250%, 07/10/20 | | | 3,343,138 | | | | 0.6 | | |
| | | | | | | | | 34,642,697 | | | | 6.1 | | |
| | | | Mortgage REITs: 0.7% | |
| 2,800,000 | | | | (1 | ) | | DTZ,First Lien Term Loan B, 11/04/21 | | | 2,780,313 | | | | 0.5 | | |
| 1,000,000 | | | | | | | International Market Centers, Second Lien Term Loan, 8.750%, 08/11/21 | | | 997,500 | | | | 0.2 | | |
| | | | | | | | | 3,777,813 | | | | 0.7 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Nonferrous Metals/Minerals: 0.3% | |
| 2,074,936 | | | | | | | Fairmount Minerals, Ltd., Tranche B-2 Term Loan, 4.500%, 09/05/19 | | $ | 1,836,319 | | | | 0.3 | | |
| | | | Oil & Gas: 3.4% | |
| 3,589,811 | | | | | | | Bronco Midstream Funding, LLC, Term Loan, 5.000%, 08/15/20 | | | 3,482,117 | | | | 0.6 | | |
| 1,150,000 | | | | (1 | ) | | Chelsea Petroleum Products I, LLC, Term Loan, 07/30/22 | | | 1,137,063 | | | | 0.2 | | |
| 1,985,000 | | | | | | | CITGO, Term Loan B, 4.500%, 07/30/21 | | | 1,983,759 | | | | 0.4 | | |
| 1,939,468 | | | | | | | CITGO Holding, Inc., Holdco Term Loan, 9.500%, 05/12/18 | | | 1,944,317 | | | | 0.3 | | |
| 2,055,113 | | | | | | | FTS International, Inc. (fka FracTech), Term Loan, 5.750%, 04/16/21 | | | 911,100 | | | | 0.2 | | |
| 6,661,350 | | | | | | | Harvey Gulf International Marine, LLC, Upsized Term Loan B, 5.500%, 06/15/20 | | | 4,735,107 | | | | 0.8 | | |
| 1,446,375 | | | | | | | Penn Product Terminals, Term Loan, 4.750%, 04/01/22 | | | 1,444,567 | | | | 0.3 | | |
| 1,984,962 | | | | | | | Seventy Seven Energy Inc., Term Loan, 3.750%, 06/25/21 | | | 1,707,068 | | | | 0.3 | | |
| 742,500 | | | | | | | Southcross Holdings L.P., Term Loan B, 6.000%, 08/04/21 | | | 608,850 | | | | 0.1 | | |
See Accompanying Notes to Financial Statements
40
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Oil & Gas (continued) | |
| 985,000 | | | | | | | Western Refining, Inc., Term Loan, 4.250%, 11/12/20 | | $ | 982,230 | | | | 0.2 | | |
| | | | | | | | | 18,936,178 | | | | 3.4 | | |
| | | | Publishing: 2.9% | |
| 2,982,148 | | | | | | | Cengage Learning Acquisition, Inc., First Lien Term Loan, 7.000%, 03/31/20 | | | 2,986,185 | | | | 0.5 | | |
| 1,475,000 | | | | | | | Eden Bidco Limited (Top Right Group), Term Loan B2 USD, 6.000%, 04/30/22 | | | 1,467,625 | | | | 0.3 | | |
| 222,551 | | | | | | | HIBU PLC (fka Yell Group PLC), Facility A2, 5.280%, 03/03/19 | | | 427,744 | | | | 0.1 | | |
EUR | 18,134 | | | | | | | HIBU PLC (fka Yell Group PLC), Spanish Facility, 03/03/19 | | | — | | | | 0.0 | | |
| 1,254,866 | | | | | | | McGraw Hill Global Education, Term Loan-B, 4.750%, 03/22/19 | | | 1,261,924 | | | | 0.2 | | |
| 2,230,000 | | | | | | | Merrill Communications, LLC,New First Lien Term Loan, 6.250%, 05/29/22 | | | 2,224,425 | | | | 0.4 | | |
| 1,631,988 | | | | (2 | ),(3) | | Nelson Canada, First Lien-C$ 330 mm, 6.750%, 07/03/14 | | | 1,101,592 | | | | 0.2 | | |
| 2,721,203 | | | | | | | Penton Media, Inc, First Lien, 5.000%, 09/30/19 | | | 2,728,006 | | | | 0.5 | | |
| 1,172,505 | | | | | | | Penton Media, Inc, Second Lien, 9.000%, 09/30/20 | | | 1,175,437 | | | | 0.2 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 3,000,000 | | | | | | | Tribune Company, Term Loan B, 3.750%, 12/31/20 | | $ | 2,991,543 | | | | 0.5 | | |
| | | | | | | | | 16,364,481 | | | | 2.9 | | |
| | | | Radio & Television: 2.4% | |
| 3,294,433 | | | | | | | Cumulus Media Holdings Inc., Term Loan, 4.250%, 12/23/20 | | | 3,037,467 | | | | 0.5 | | |
| 5,921,330 | | | | | | | Clear Channel Communications, Inc., Term Loan E, 7.700%, 07/30/19 | | | 5,304,523 | | | | 0.9 | | |
| 1,255,939 | | | | | | | Learfield Communications, Inc, First Lien Term Loan, 4.500%, 10/08/20 | | | 1,256,724 | | | | 0.2 | | |
| 812,500 | | | | | | | Learfield Communications, Inc, Second Lien Term Loan, 8.750%, 10/08/21 | | | 811,484 | | | | 0.2 | | |
| 1,726,307 | | | | | | | Media General, Inc, DDTerm Loan-B, 4.000%, 07/31/20 | | | 1,724,418 | | | | 0.3 | | |
| 1,488,733 | | | | | | | Salem Communications Corporation, Term Loan B, 4.500%, 03/14/20 | | | 1,488,269 | | | | 0.3 | | |
| | | | | | | | | 13,622,885 | | | | 2.4 | | |
| | | | Retailers (Except Food & Drug): 11.0% | |
| 1,364,688 | | | | | | | Abercrombie & Fitch Management Co., Term Loan B, 4.750%, 08/07/21 | | | 1,347,060 | | | | 0.2 | | |
| 3,200,000 | | | | | | | Academy Ltd., Term Loan, 5.000%, 06/15/22 | | | 3,197,002 | | | | 0.6 | | |
EUR | 2,798,333 | | | | | | | Action Holding B.V., Term Loan B, 4.500%, 01/13/21 | | | 3,157,815 | | | | 0.6 | | |
See Accompanying Notes to Financial Statements
41
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Retailers (Except Food & Drug) (continued) | |
| 4,000,000 | | | | (1 | ) | | Ascena Retail Group, Inc.,TLB, 07/29/22 | | $ | 3,923,752 | | | | 0.7 | | |
| 6,348,410 | | | | | | | BJs Wholesale Club, First Lien Term Loan, 4.500%, 09/26/19 | | | 6,336,506 | | | | 1.1 | | |
| 2,350,000 | | | | | | | BJs Wholesale Club, Second Lien Term Loan, 8.500%, 03/26/20 | | | 2,351,175 | | | | 0.4 | | |
| 2,059,367 | | | | | | | OneStopPlus, First Lien Term Loan, 4.750%, 03/15/21 | | | 2,054,219 | | | | 0.4 | | |
| 3,008,948 | | | | | | | Harbor Freight Tools USA, Inc., Term Loan, 4.750%, 07/26/19 | | | 3,026,475 | | | | 0.5 | | |
| 1,600,000 | | | | (1 | ) | | Hudson's Bay Company,TL-B, 08/24/22 | | | 1,604,667 | | | | 0.3 | | |
| 3,456,250 | | | | | | | J. Crew, Term Loan B, 4.000%, 03/01/21 | | | 2,743,398 | | | | 0.5 | | |
| 733,163 | | | | | | | Lands' End, Inc., Term Loan B, 4.250%, 04/04/21 | | | 697,651 | | | | 0.1 | | |
| 1,847,394 | | | | | | | Leslies Poolmart, Inc., Term Loan, 4.250%, 10/16/19 | | | 1,834,693 | | | | 0.3 | | |
| 2,183,500 | | | | | | | Mattress Firm Holding Corp., Term Loan-B, 5.000%, 10/20/21 | | | 2,195,782 | | | | 0.4 | | |
| 2,455,000 | | | | | | | Men's Wearhouse, Term Loan, 4.500%, 06/18/21 | | | 2,463,823 | | | | 0.4 | | |
| 4,853,409 | | | | | | | Neiman Marcus Group, Inc, Term Loan, 4.250%, 10/25/20 | | | 4,810,034 | | | | 0.9 | | |
| 2,953,680 | | | | | | | Ollie's Holdings, Inc., Term Loan, 4.750%, 09/28/19 | | | 2,955,526 | | | | 0.5 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 2,400,000 | | | | (1 | ) | | Party City Holdings Inc, TL-B, 08/05/22 | | $ | 2,401,874 | | | | 0.4 | | |
| 2,246,563 | | | | | | | Payless ShoeSource, First Lien Term Loan, 5.000%, 03/05/21 | | | 2,044,372 | | | | 0.4 | | |
| 6,478,750 | | | | | | | PetSmart, Inc., Term Loan-B, 4.250%, 03/11/22 | | | 6,476,910 | | | | 1.1 | | |
| 997,462 | | | | | | | rue21 inc., Term Loan B, 5.630%, 10/10/20 | | | 897,716 | | | | 0.2 | | |
| 2,013,910 | | | | | | | Savers, Term Loan B, 5.000%, 07/09/19 | | | 1,886,363 | | | | 0.3 | | |
| 924,960 | | | | | | | Sleepy's Holdings, LLC, Term Loan, 5.000%, 03/30/19 | | | 923,804 | | | | 0.2 | | |
| 2,650,000 | | | | (1 | ) | | Staples, Inc., Term Loan-B, 04/23/21 | | | 2,643,184 | | | | 0.5 | | |
| | | | | | | | | 61,973,801 | | | | 11.0 | | |
| | | | Surface Transport: 2.0% | |
| 2,693,250 | | | | | | | Goodpack Ltd., First Lien Term Loan, 4.750%, 09/09/21 | | | 2,614,136 | | | | 0.5 | | |
| 1,000,000 | | | | | | | Goodpack Ltd., Second Lien Term Loan, 8.000%, 09/09/22 | | | 965,000 | | | | 0.2 | | |
| 1,825,000 | | | | | | | Navistar Inc., Term Loan B, 6.500%, 08/17/17 | | | 1,810,172 | | | | 0.3 | | |
| 1,000,000 | | | | | | | OSG Bulk Ships, Inc.,First Lien Term Loan, 5.250%, 08/05/19 | | | 998,750 | | | | 0.2 | | |
| 775,000 | | | | (1 | ) | | Quality Distribution,First Lien Term Loan, 07/31/22 | | | 768,219 | | | | 0.1 | | |
| 2,400,750 | | | | | | | V.Group, Term Loan B, 5.000%, 06/30/21 | | | 2,408,252 | | | | 0.4 | | |
See Accompanying Notes to Financial Statements
42
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Surface Transport (continued) | |
| 1,915,200 | | | | | | | Wabash National Corporation, Term Loan B, 4.250%, 03/19/22 | | $ | 1,919,965 | | | | 0.3 | | |
| | | | | | | | | 11,484,494 | | | | 2.0 | | |
| | | | Telecommunications: 8.1% | |
EUR | 1,250,000 | | | | | | | Altice International S.A.,EUR Add On, 4.500%, 07/17/22 | | | 1,404,317 | | | | 0.3 | | |
| 3,290,522 | | | | | | | Aricent Group, First Lien Term Loan, 5.500%, 04/14/21 | | | 3,298,748 | | | | 0.6 | | |
| 2,383,815 | | | | | | | Asurion, LLC, Incremental Tranche B-1 Term Loan, 5.000%, 05/24/19 | | | 2,373,625 | | | | 0.4 | | |
| 1,750,000 | | | | | | | Asurion, LLC, Second Lien Term Loan, 8.500%, 02/28/21 | | | 1,725,937 | | | | 0.3 | | |
| 2,385,000 | | | | | | | Asurion, LLC, Incremental Tranche B-4 Term Loan, 5.000%, 07/31/22 | | | 2,365,622 | | | | 0.4 | | |
| 2,897,589 | | | | | | | Avaya Inc., Term B-6 Loan, 6.500%, 03/31/18 | | | 2,758,143 | | | | 0.5 | | |
| 5,156,933 | | | | | | | Avaya Inc., Term B-7 Loan, 6.250%, 05/29/20 | | | 4,446,246 | | | | 0.8 | | |
| 1,250,000 | | | | | | | CommScope, Inc., Incremental Term Loan B, 3.750%, 12/29/22 | | | 1,248,427 | | | | 0.2 | | |
| 6,100,000 | | | | | | | Communications Sales & Leasing, Inc., Term Loan B, 5.000%, 10/14/22 | | | 5,871,250 | | | | 1.1 | | |
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| 1,693,485 | | | | | | | Consolidated Communications, Inc., Term Loan B, 4.250%, 12/19/20 | | $ | 1,696,120 | | | | 0.3 | | |
| 4,127,661 | | | | | | | Global Tel*Link Corporation, First Lien Term Loan, 5.000%, 05/23/20 | | | 4,066,605 | | | | 0.7 | | |
| 850,000 | | | | | | | Global Tel*Link Corporation, Second Lien Term Loan, 9.000%, 11/23/20 | | | 809,625 | | | | 0.2 | | |
| 573,877 | | | | | | | Hawaiian Telcom Communications, Inc., Term Loan B, 5.000%, 06/06/19 | | | 576,028 | | | | 0.1 | | |
| 2,987,749 | | | | | | | Level 3 Financing, Inc, Tranche B-II 2022 Term Loan, 3.500%, 05/31/22 | | | 2,967,674 | | | | 0.5 | | |
| 2,000,000 | | | | | | | Lightower Fiber Networks, First Lien Term Loan, 4.000%, 04/11/20 | | | 1,994,688 | | | | 0.4 | | |
| 225,000 | | | | | | | Securus Technologies, Inc., Incremental Term Loan B-2, 5.250%, 04/30/20 | | | 219,375 | | | | 0.0 | | |
| 1,915,879 | | | | | | | Securus Technologies, Inc., Upsized First Lien Term Loan, 4.750%, 04/30/20 | | | 1,850,021 | | | | 0.3 | | |
| 3,938,950 | | | | | | | U.S. Telepacific Corp, Term Loan B, 6.000%, 11/21/20 | | | 3,947,568 | | | | 0.7 | | |
| 1,868,788 | | | | | | | XO Communications, First Lien Term Loan, 4.250%, 03/19/21 | | | 1,862,948 | | | | 0.3 | | |
| | | | | | | | | 45,482,967 | | | | 8.1 | | |
See Accompanying Notes to Financial Statements
43
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Principal Amount† | |
| | Borrower/ Tranche Description | | Fair Value | | Percentage of Net Assets | |
| | | | Utilities: 2.3% | |
| 1,229,902 | | | | | | | Atlantic Power Limited Partnership, Term Loan, 4.750%, 02/28/21 | | $ | 1,229,902 | | | | 0.2 | | |
| 1,030,000 | | | | | | | Energy Future Intermediate Holding Company LLC, First Lien DIP, 4.250%, 06/11/16 | | | 1,031,287 | | | | 0.2 | | |
| 3,033,385 | | | | | | | La Frontera Generation, LLC, Term Loan, 4.500%, 09/30/20 | | | 2,946,175 | | | | 0.5 | | |
| 1,650,000 | | | | | | | Longview Power, LLC, Term Loan, 7.000%, 04/15/21 | | | 1,660,313 | | | | 0.3 | | |
| 1,741,250 | | | | | | | Southeast PowerGen, LLC, Term Loan B, 4.500%, 12/02/21 | | | 1,756,486 | | | | 0.3 | | |
| 1,979,798 | | | | | | | TPF Generation Holdings, LLC, Term Loan, 4.750%, 12/31/17 | | | 1,892,356 | | | | 0.4 | | |
| 2,249,108 | | | | | | | TPF II Power, LLC, Term Loan, 5.500%, 09/30/21 | | | 2,259,416 | | | | 0.4 | | |
| | | | | | | | | 12,775,935 | | | | 2.3 | | |
| | | | | | Total Senior Loans ( Cost $765,698,135 ) | | | 747,193,713 | | | | 132.8 | | |
OTHER CORPORATE DEBT: 0.1% | | | |
| | | | Health Care: 0.1% | |
EUR | 300,000 | | | | | | | ConvaTec, EUR TL, 4.250%, 06/02/20 | | | 338,328 | | | | 0.1 | | |
| | | | Publishing: —% | |
| 645,834 | | | & | | HIBU PLC (fka Yell Group PLC), Facility B2, 03/03/24 | | | — | | | | 0.0 | | |
| | | | | | Total Other Corporate Debt ( Cost $685,999 ) | | | 338,328 | | | | 0.1 | | |
Shares | |
| | Borrower/ Tranche Description | | Value | | Percentage of Net Assets | |
EQUITIES AND OTHER ASSETS: 0.7% | | | |
| 231 | | | | @ | | | AR Broadcasting (Warrants) | | $ | — | | | | 0.0 | | |
| 888,534 | | | | @,R | | | Ascend Media (Residual Interest) | | | — | | | | 0.0 | | |
| 2,609 | | | | @ | | | Caribe Media Inc. | | | — | | | | 0.0 | | |
| 89,600 | | | | @ | | | Cengage Learning | | | 2,374,400 | | | | 0.4 | | |
| 3,742 | | | | @ | | | Cumulus Media Inc. (Class A Common Shares) | | | 5,351 | | | | 0.0 | | |
| 246,734 | | | | @ | | | Eagle Topco 2013 LTD | | | — | | | | 0.0 | | |
| 42,798 | | | | @ | | | Everyware Global, Inc. | | | 320,985 | | | | 0.0 | | |
| 8 | | | | @ | | | Faith Media Holdings, Inc. (Residual Interest) | | | — | | | | 0.0 | | |
| 845,005 | | | | @ | | | Fontainebleau Las Vegas, LLC (Delayed Draw Term Loan-Residual Interest) | | | — | | | | 0.0 | | |
| 1,690,010 | | | | @ | | | Fontainebleau Las Vegas, LLC (Term Loan B-Residual Interest) | | | — | | | | 0.0 | | |
| 748,143 | | | | @ | | | GTS Corp. | | | — | | | | 0.0 | | |
| 154,977 | | | | @ | | | Longview Power, LLC | | | 1,540,084 | | | | 0.3 | | |
| 106,702 | | | | @ | | | Northeast Biofuels (Residual Interest) | | | — | | | | 0.0 | | |
| | | | | | Total Equities and Other Assets ( Cost $5,152,419 ) | | | 4,240,820 | | | | 0.7 | | |
| | | | | | Total Investments ( Cost $771,536,553 ) | | $ | 751,772,861 | | | | 133.6 | | |
| | | | | | Liabilities in Excess of Other Assets | | | (189,097,801 | ) | | | (33.6 | ) | |
| | | | | | Net Assets | | $ | 562,675,060 | | | | 100.0 | | |
* Senior loans, while exempt from registration under the Securities Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates.
† Unless otherwise indicated, principal amount is shown in USD.
@ Non-income producing security
& Payment-in-kind
See Accompanying Notes to Financial Statements
44
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
R Restricted Security
(1) Loans purchased on a when-issued or delayed-delivery basis. Contract rates that are not disclosed do not take effect until settlement date and have yet to be determined.
(2) The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy code.
(3) Loan is on non-accrual basis.
EUR EU Euro
GBP British Pound
Cost for federal income tax purposes is $771,739,264.
Net unrealized depreciation consists of: | |
Gross Unrealized Appreciation | | $ | 2,547,427 | | |
Gross Unrealized Depreciation | | | (22,513,830 | ) | |
Net Unrealized Depreciation | | $ | (19,966,403 | ) | |
See Accompanying Notes to Financial Statements
45
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
Fair Value Measurements^
The following is a summary of the fair valuations according to the inputs used as of August 31, 2015 in valuing the assets and liabilities:
| | Quoted Prices in Active Markets for Identical Investments (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | Fair Value at August 31, 2015 | |
Asset Table | |
Investments, at fair value | |
Equities and Other Assets | | $ | 2,700,736 | | | $ | 1,540,084 | | | $ | — | | | $ | 4,240,820 | | |
Other Corporate Debt | | | — | | | | 338,328 | | | | — | | | | 338,328 | | |
Senior Loans | | | — | | | | 747,193,713 | | | | — | | | | 747,193,713 | | |
Total Investments, at fair value | | $ | 2,700,736 | | | $ | 749,072,125 | | | $ | — | | | $ | 751,772,861 | | |
Other Financial Instruments+ | |
Forward Foreign Currency Contracts | | | — | | | | 64,859 | | | | — | | | | 64,859 | | |
Total Assets | | $ | 2,700,736 | | | $ | 749,136,984 | | | $ | — | | | $ | 751,837,720 | | |
Liabilities Table | |
Other Financial Instruments+ | |
Unfunded commitments | | $ | — | | | $ | (12,810 | ) | | $ | — | | | $ | (12,810 | ) | |
Forward Foreign Currency Contracts | | | — | | | | (310,122 | ) | | | — | | | | (310,122 | ) | |
Total Liabilities | | $ | — | | | $ | (322,932 | ) | | $ | — | | | $ | (322,932 | ) | |
^ See Note 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.
+ Other Financial Instruments are derivatives not reflected in the Portfolio of Investments and may include open forward foreign currency contracts and unfunded commitments which are fair valued at the unrealized gain (loss) on the instrument.
At August 31, 2015, the following forward foreign currency contracts were outstanding for the Voya Senior Income Fund:
Counterparty | | Currency | | Contract Amount | | Buy/Sell | | Settlement Date | | In Exchange For | | Fair Value | | Unrealized Appreciation (Depreciation) | |
State Street Bank | | EU Euro | | | 22,540,000 | | | Sell | | 09/22/15 | | $ | 24,990,473 | | | $ | 25,300,595 | | | $ | (310,122 | ) | |
State Street Bank | | British Pound | | | 2,751,500 | | | Sell | | 09/22/15 | | | 4,286,548 | | | | 4,221,689 | | | | 64,859 | | |
| | | | | | | | | | | | | | $ | (245,263 | ) | |
A summary of derivative instruments by primary risk exposure is outlined in the following tables.
The fair value of derivative instruments as of August 31, 2015 was as follows:
Derivatives not accounted for as hedging instruments | | Location on Statement of Assets and Liabilities | | Fair Value | |
Asset Derivatives | |
Foreign exchange contracts | | Unrealized appreciation on forward foreign currency contracts | | $ | 64,859 | | |
Total Asset Derivatives | | | | $ | 64,859 | | |
Liability Derivatives | |
Foreign exchange contracts | | Unrealized depreciation on forward foreign currency contracts | | $ | 310,122 | | |
Total Liability Derivatives | | | | $ | 310,122 | | |
The effect of derivative instruments on the Fund's Statement of Operations for the period ended August 31, 2015 was as follows:
Derivatives not accounted for as hedging instruments | | Amount of Realized Gain or (Loss) on Derivatives Recognized in Income Forward foreign currency contracts | |
Foreign exchange contracts | | $ | 170,977 | | |
Total | | $ | 170,977 | | |
Derivatives not accounted for as hedging instruments | | Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income Forward foreign currency contracts | |
Foreign exchange contracts | | $ | (415,625 | ) | |
Total | | $ | (415,625 | ) | |
See Accompanying Notes to Financial Statements
46
PORTFOLIO OF INVESTMENTS
VOYA SENIOR INCOME FUND AS OF AUGUST 31, 2015 (UNAUDITED) (CONTINUED)
The following is a summary by counterparty of the fair value of OTC derivative instruments subject to Master Netting Agreements and collateral pledged (received), if any, at August 31, 2015:
| | State Street Bank | |
Assets: | |
Forward foreign currency contracts | | $ | 64,859 | | |
Total Assets | | $ | 64,859 | | |
Liabilities: | |
Forward foreign currency contracts | | $ | 310,122 | | |
Total Liabilities | | $ | 310,122 | | |
Net OTC derivative instruments by counterparty, at fair value | | $ | (245,263 | ) | |
Total collateral pledged by the Fund/(Received from counterparty) | | $ | — | | |
Net Exposure(1) | | $ | (245,263 | ) | |
(1) Positive net exposure represents amounts due from each respective counterparty. Negative exposure represents amounts due from the Fund. Please refer to Note 2 for additional details regarding counterparty credit risk and credit related contingent features.
See Accompanying Notes to Financial Statements
47
Voya Senior Income Fund
ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)
APPROVAL OF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
At a meeting held on March 12, 2015, the Board of Trustees (the "Board") of Voya Senior Income Fund (the "Fund"), including a majority of Board members who have no direct or indirect interest in the advisory agreement ("Independent Trustees"), approved amending and restating the Investment Management Agreement between the Fund and Voya Investments, LLC (the "Adviser") so that, effective May 1, 2015, the terms of the Fund's Investment Management Agreement and its Administration Agreement are combined under a single Amended and Restated Investment Management Agreement with a single management fee. The single management fee rate under the Fund's Amended and Restated Investment Management Agreement does not exceed the former combined investment management and administrative services fee rates for the Fund and, under the Fund's Amended and Restated Investment Management Agreement, there was no change to the investment management or administrative services provided or the fees charged to the Fund.
In connection with its review, the Board determined that it did not need to consider certain factors it typically considers during its review of the Fund's advisory agreements because it had reviewed, among other matters, the nature, extent and quality of services being provided and, as applicable, actions taken in certain instances to improve the relationship between the costs and the quality of services being provided, on September 12, 2014, when it renewed the Agreement. On September 12, 2014, the Board concluded, in light of all factors it considered, to renew the Agreement and that the fee rate set forth in the Agreement was fair and reasonable. Among other factors considered at that meeting, the Board considered: (1) the nature, extent and quality of services provided under the Agreement; (2) the extent to which economies of scale are reflected in the fee rate schedule under the Agreement; (3) the existence of any "fall-out" benefits to the Adviser and its affiliates; (4) a comparison of the fee rate, expense ratio, and investment performance to those of similar funds;
and (5) the costs incurred and profits realized by the Adviser and its affiliates with respect to their services to the Fund. A further description of the process followed by the Board in approving the Agreement on September 12, 2014, including the information reviewed, certain material factors considered and certain related conclusions reached, is set forth in the Fund's annual report to shareholders for the period ended February 28, 2015.
On March 12, 2015, the Board, including the Independent Trustees, approved the Amended and Restated Investment Management Agreement. In analyzing whether to approve the Amended and Restated Investment Management Agreement, the Board did consider, among other things: (1) a memorandum and related materials outlining the terms of this Agreement and Management's rationale for proposing the amendments that combine the terms of the Fund's investment management and administrative services arrangements under a single agreement; (2) Management's representations that, under the Amended and Restated Investment Management Agreement, there would be no change in the fees payable for the combination of advisory and administrative services provided to the Fund; (3) Management's confirmation that the implementation of the Amended and Restated Investment Management Agreement would result in no change in the scope of services that the Adviser provides to the Fund and that the personnel who have provided administrative and advisory services to the Fund previously would continue to do so after the Amended and Restated Investment Management Agreement becomes effective; and (4) representations from Management that the combination of the Agreements better aligns the Fund's contracts with the manner in which the Adviser and its affiliates provide such services to the Fund. In approving the amendment to the Fund's Investment Management Agreement, different Board members may have given different weight to different individual factors and related conclusions.
48
Voya Senior Income Fund
ADDITIONAL INFORMATION (Unaudited)
PROXY VOTING INFORMATION
A description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at (800) 992-0180; (2) on the Fund's website at www.voyainvestments.com; and (3) on the U.S. Securities and Exchange Commission's ("SEC's") website at www.sec.gov. Information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Fund's website at www.voyainvestments.com and on the SEC's website at www.sec.gov.
QUARTERLY PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330; and is available upon request from the Fund by calling Shareholder Services toll-free at (800) 992-0180.
49
Investment Adviser
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Sub-Adviser
Voya Investment Management Co. LLC
230 Park Avenue
New York, New York 10169
Institutional Investors and Analysts
Call Voya Senior Income Fund
1-800-336-3436
Written Requests
Please mail all account inquiries and other comments to:
Voya Senior Income Fund
c/o Voya Funds Services, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Distributor
Voya Investments Distributor, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Transfer Agent
BNY Mellon Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
Custodian
State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, Missouri 64105
Legal Counsel
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
Toll-Free Shareholder Information
Call us from 9:00 a.m. to 7:00 p.m. Eastern time on any business day for account or other information, at (800) 992-0180
For more complete information, or to obtain a prospectus on any Voya mutual fund, please call your investment professional or Voya Investments Distributor, LLC at (800) 992-0180 or log on to www.voyainvestments.com. The prospectus should be read carefully before investing. Consider the fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the fund. Check with your investment professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.
RETIREMENT | INVESTMENTS | INSURANCE
voyainvestments.com
![](https://capedge.com/proxy/N-CSRS/0001571049-15-008918/j15198074_za010.jpg)
Item 2. Code of Ethics.
Not required for semi-annual filing.
Item 3. Audit Committee Financial Expert.
Not required for semi-annual filing.
Item 4. Principal Accountant Fees and Services.
Not required for semi-annual filing.
Item 5. Audit Committee of Listed Registrants.
Not required for semi-annual filing.
Item 6. Schedule of Investments
Schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not required for semi-annual filing.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not required for semi-annual filing.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
N/A.
Item 11. Controls and Procedures.
| (a) | Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR. |
| (b) | There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
| (a)(1) | The Code of Ethics is not required for the semi-annual filing. |
| (a)(2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT. |
| (a)(3) | Not required for semi-annual filing. |
| (b) | The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX- 99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): Voya Senior Income Fund
By | /s/ Shaun P. Mathews | |
| Shaun P. Mathews | |
| President and Chief Executive Officer | |
| | |
Date: November 6, 2015 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | /s/ Shaun P. Mathews | |
| Shaun P. Mathews | |
| President and Chief Executive Officer | |
| | |
Date: November 6, 2015 |
| | |
By | /s/ Todd Modic | |
| Todd Modic | |
| Senior Vice President and Chief Financial Officer | |
| | |
Date: November 6, 2015 |