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Filed by Voya Variable Products Trust (SEC File Nos.: 033-73140; 811-8220) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.
February 4, 2015
Voya Investment Management
ClientTalking Points
Voya International Value Portfolio
Voya Investment Management (formerly, ING U.S. Investment Management) has announced the following changes to the Portfolio.
Planned Change(s) | Effective Date (on or about) | Merging Portfolio Name | Surviving Portfolio Name |
Reorganization | March 6, 2015 | Voya International Value Portfolio | Voya Global Value Advantage Portfolio |
The Board of Trustees (the “Board”) of Voya International Value Portfolio (the “International Value Portfolio” or “IVP”) and Voya Global Value Advantage Portfolio(“GVA Portfolio” or “GVAP”) approved an Agreement and Plan of Reorganization (“Merger” or “Reorganization”). The approval of shareholders of the Voya International Value Portfolio is required before the Merger may take place.
| o | On September 12, 2014, each Portfolio’s Board approved a proposal to merge Voya International Value Portfolio into Voya Global Value Advantage Portfolio. |
| o | Shareholders of International Value Portfolio were sent a combined proxy statement and prospectus on or about January 16, 2015. |
| o | A shareholder meeting will be held on or about February 17, 2015. |
| o | Pending shareholder approval, the Merger will occur as of the close of business on or about March 6, 2015 |
| o | Voya Investment Management Co. LLC (“Voya IM”) serves as sub-adviser to both Portfolios. If the Merger is approved, shareholders in International Value Portfolio will become shareholders in GVA Portfolio as of the close of business on or about March 6, 2015. |
| o | A prospectus supplement was filed on or about October 8, 2014 to notify shareholders of the changes. |
| n | Why is the Merger proposed? |
| o | Voya Investments, LLC (“VIL” or “Adviser”), the investment adviser to International Value Portfolio, and its affiliates are conducting a comprehensive review of the mutual funds offered |
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Client Talking Points
within the Voya mutual funds complex that is intended to, among other things, enhance the efficiency and reduce the complexity of the Voya mutual funds complex.
| o | Similarities in investment objectives of each Portfolio. |
| o | This Merger was determined to be in the best interest of shareholders by the Board after a review of several factors. |
| n | How do the Investment Objectives compare? |
As described in the chart that follows, the Portfolios have similar investment objectives.
| International Value Portfolio | Global Value Advantage Portfolio |
Investment Objective | The Portfolio seeks long-term capital appreciation. | The Portfolio seeks long-term capital growth and current income. |
| n | What is the experience of the Voya Investment Management Team? |
GVA Portfolio is managed by the Voya IM team of Christopher Corapi, Vincent Costa, Martin Jansen, David Rabinowitz, and James Ying.
Christopher F. Corapi
Portfolio Manager
Christopher F. Corapi, Portfolio Manager and Chief Investment Officer of equities, joined Voya IM in February 2004. Prior to joining Voya IM, Mr. Corapi served as global head of equity research at Federated Investors since 2002. He served as head of U.S. equities and portfolio manager at Credit Suisse Asset Management beginning in 2000 and head of emerging markets research at JPMorgan Investment Management beginning in 1998.
Vincent Costa, CFA
Portfolio Manager
Vincent Costa, CFA, Portfolio Manager, also serves as the Head of the Portfolio Engineering Group responsible for managing quantitative research and both engineered and fundamental strategies. Mr. Costa joined Voya IM in April 2006 as head of portfolio management for quantitative equity. Prior to joining Voya IM, Mr. Costa managed quantitative equity investments at both Merrill Lynch Investment Management and a Bankers Trust Company.
Martin Jansen
Portfolio Manager
Martin Jansen, Portfolio Manager, manages the Global Value Advantage strategy and has extensive experience running international value strategies. Mr. Jansen joined Voya IM in 1997 as senior manager to co-manage U.S. equity portfolios and was named head of the U.S. equity team in 1999. Mr. Jansen was previously responsible for managing the transition of the U.S. equity trading facility and U.S. equity assets from ING Investment Management The Hague to Voya IM. Prior to joining Voya IM, Mr. Jansen was responsible for the U.S. equity and venture capital portfolios at a large corporate Dutch pension fund.
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David Rabinowitz
Portfolio Manager
David Rabinowitz, Portfolio Manager, also serves as Head of International Equity and Director of Equity Research. Mr. Rabinowitz joined Voya IM in January 2008. He was employed by JPMorgan from May 2002 to November 2007 where he held several equity leadership positions. Most recently, he served as director of emerging markets equity research, and before that, was the director of global sector research. Previously, he was a global consumer strategist at UBS Warburg and prior to that, he was a U.S. equity analyst for Smith Barney and Sanford C. Bernstein & Company.
James Ying, CFA
Assistant Portfolio Manager
James Ying, CFA, Assistant Portfolio Manager and quantitative analyst for U.S. equities, joined Voya IM in 2011. Prior to joining Voya IM, Mr. Ying was a quantitative analyst with Piedmont Investment Advisors from 2009 to 2011, Numeric Investors from 2006 to 2009, and Goldman Sachs Asset Management from 2000 to 2006.
| n | How do the Annual Portfolio Operating Expenses compare? |
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Portfolios. IVP and GVAP Pro Forma fees and expenses, which are the estimated fees and expenses of Global Value Advantage Portfolio after giving effect to the Reorganization, assume the Reorganization occurred on June 30, 2014. Combined Portfolio Pro Forma fees and expenses, which are the estimated fees and expenses of the Combined Portfolio after giving effect to both the Reorganization and the Global Resources Reorganization, assume the Reorganization and the Global Resources Reorganization occurred on June 30, 2014. You are not being asked to approve the Global Resources Reorganization. There can be no assurance that shareholders of Global Resources Portfolio will approve the Global Resources Reorganization.
Shareholders of International Value Portfolio are expected to experience a decrease in both the gross and net expenses as a result of the Reorganization. The table does not reflect fees or expenses that are, or may be, imposed under your Variable Contract or Qualified Plan. For more information on these charges, please refer to the documents governing your Variable Contract or consult your plan administrator.
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Annual Portfolio Operating Expenses1 Expenses you pay each year as a % of the value of your investment |
| IVP | GVAP | IVP and GVAP Pro Forma | Combined Portfolio Pro Forma |
Class ADV | | | | | |
Management Fees | % | 0.80 | 0.46 | 0.46 | 0.44 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.50 | 0.50 | 0.50 | 0.50 |
Administrative Services Fees | % | 0.10 | 0.10 | 0.10 | 0.10 |
Other Expenses | % | 0.06 | 0.08 | 0.07 | 0.06 |
Total Annual Portfolio Operating Expenses | % | 1.46 | 1.14 | 1.13 | 1.10 |
Waivers and Reimbursements | % | (0.01)2 | None3 | None3 | None3,4 |
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % | 1.45 | 1.14 | 1.13 | 1.10 |
| | | | | |
Class I | | | | | |
Management Fees | % | 0.80 | 0.46 | 0.46 | 0.44 |
Distribution and/or Shareholder Services (12b-1) Fees | % | None | None | None | None |
Administrative Services Fees | % | 0.10 | 0.10 | 0.10 | 0.10 |
Other Expenses | % | 0.06 | 0.08 | 0.07 | 0.06 |
Total Annual Portfolio Operating Expenses | % | 0.96 | 0.64 | 0.63 | 0.60 |
Waivers and Reimbursements2 | % | (0.01)2 | None3 | None3 | None3,4 |
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % | 0.95 | 0.644 | 0.635 | 0.605 |
| | | | | |
Class S | | | | | |
Management Fees | % | 0.80 | 0.46 | 0.46 | 0.44 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 0.25 | 0.25 | 0.25 |
Administrative Services Fees | % | 0.10 | 0.10 | 0.10 | 0.10 |
Other Expenses | % | 0.06 | 0.08 | 0.07 | 0.06 |
Total Annual Portfolio Operating Expenses | % | 1.21 | 0.89 | 0.88 | 0.85 |
Waivers and Reimbursements2 | % | (0.06)2 | None3 | None3 | None3,4 |
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % | 1.15 | 0.89 | 0.88 | 0.85 |
| 1. | Expense ratios have been adjusted to reflect current contractual rates. |
| 2. | The Adviser is contractually obligated to limit expenses to 1.50%, 1.00%, and 1.20% for Class ADV, Class I, and Class S shares, respectively, through May 1, 2016. The obligation is subject to possible recoupment by the Adviser within 36 months of the waiver or reimbursement. In addition, the Adviser is contractually obligated to further limit expenses to 1.45%, 0.95%, and 1.15% for Class ADV, Class I, and Class S shares, respectively, through May 1, 2016. These limitations do not extend to interest, taxes, brokerage commissions, extraordinary expenses, and Acquired Fund Fees and Expenses. Voya Investments Distributor, LLC (“Distributor”) is contractually obligated to waive 0.05% of the distribution fee for Class S shares through May 1, 2016. Termination or modification of these obligations require approval by the Board. |
| 3. | The Adviser is contractually obligated to limit expenses to 1.34%, 0.84%, and 1.09% for Class ADV, Class I, and Class S shares, respectively, through May 1, 2016. The obligation is subject to possible recoupment by the Adviser within 36 months of the waiver or reimbursement. In addition, the Adviser is contractually obligated to further limit expenses to 1.15%, 0.65%, and 0.90% for Class ADV, Class I, and Class S shares, respectively through May 1, 2016. These limitations do not extend to interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses and extraordinary expenses. Termination or modification of these obligations requires approval by the Portfolio’s board. |
| 4. | If the shareholders of Global Resources Portfolio approve the Global Resources Reorganization, the Adviser has agreed to further limit expense to 1.14%, 0.64%, and 0.89% for Class ADV, Class I, and Class S shares, respectively, through May 1, 2016. There can be no assurance that shareholders of Global Resources Portfolio will approve the Global Resources Reorganization. This limitation does not extent to interest, taxes, brokerage commissions, Acquired Fund Fees and Expenses, and extraordinary expenses. Termination or modification of these obligations requires approval by the Board. |
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| 5. | Based on Class ADV shares’ expenses adjusted for contractual differences. |
| n | How does International Value Portfolio’s performance compare to Global Value Advantage Portfolio? |
The following information is intended to help you understand the risks of investing in the Portfolios. Performance in the Average Annual Total Returns table does not include insurance-related charges imposed under a Variable Contract or expenses related to a Qualified Plan. If these charges or expenses were included, performance would be lower. Thus, you should not compare the Portfolios’ performance directly with the performance information of other investment products without taking into account all insurance-related charges and expenses payable under your Variable Contract or Qualified Plan. The Portfolios’ past performance is no guarantee of future results. Because Class I shares of Global Value Advantage Portfolio had not commenced operations as of the calendar year ended December 31, 2013, no performance information for Class I shares is provided below.
The performance is set out below.
Average Annual Total Returns % (for the periods ended December 31, 2013) |
| 1 Year | 5 Years | 10 Years | Since Inception | Inception Date |
International Value Portfolio | | | | | | |
Class ADV | % | 20.54 | 9.39 | N/A | 0.05 | 12/29/06 |
MSCI EAFE® Index1 | % | 22.78 | 12.44 | N/A | 1.78 | |
Class I | % | 21.21 | 9.89 | 5.64 | N/A | 08/08/97 |
MSCI EAFE® Index1 | % | 22.78 | 12.44 | 6.91 | N/A | |
Class S | % | 21.05 | 9.57 | 5.42 | N/A | 03/19/02 |
MSCI EAFE® Index1 | % | 22.78 | 12.44 | 6.91 | N/A | |
| | | | | | |
Global Value Advantage Portfolio2 | | | | | | |
Class ADV | % | 13.46 | 11.32 | N/A | 0.90 | 01/28/08 |
MSCI ACW IndexSM 1,3 | % | 22.80 | 14.92 | N/A | 4.25 | |
WisdomTreeSM GHYE Index3,4 | % | 15.13 | 12.46 | N/A | 1.99 | |
Class S | % | 13.63 | 11.58 | N/A | 1.16 | 01/28/08 |
MSCI ACW IndexSM 1,3 | % | 22.80 | 14.92 | N/A | 4.25 | |
WisdomTreeSM GHYE Index3,4 | % | 15.13 | 12.46 | N/A | 1.99 | |
| 1. | The index returns include the reinvestment of dividends and distributions net of withholding taxes, but do not reflect fees, brokerage commissions, or other expenses. |
| 2. | Prior to July 12, 2013, the Portfolio had a different investment objective and principal investment strategies. |
| 3. | Beginning on July 12, 2013, the Portfolio changed its benchmark from the WisdomTreeSMGlobal High-Yielding Equity Index to the MSCI All Country World IndexSMbecause the MSCI All Country World IndexSMis considered by the Adviser to be a more appropriate benchmark reflecting the type of securities in which the Portfolio invests. |
| 4. | The index returns do not reflect deductions for fees, expenses, or taxes. |
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The performance quoted represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. The investment return and principal value of an investment in the Portfolio will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You may obtain performance information current to the most recent month end by visitingwww.voyainvestments.com.
TheMSCI EAFE® Indexis an unmanaged index that measures the performance of securities listed on exchanges in Europe, Australasia, and the Far East.
TheMSCI All Country World IndexSM (“MSCI ACW IndexSM”) is a free-float adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets.
TheWisdomTreeSM Global High-Yielding Equity Index (“WisdomTreeSM GHYE Index”) is a fundamentally weighted index that measures the performance of high dividend-yielding companies selected from the WisdomTree Global Dividend Index, which measures the performance of dividend-paying companies in the U.S. developed and emerging markets.
“WisdomTree” is a service mark of WisdomTree Investments, Inc. and has been licensed for use. WisdomTree does not make any express or implied representation or warranty regarding the performance or use of the Index or the Portfolio or the advisability of investing in shares and shall not have any liability in connection with an investment in the Portfolio.
For financial professional use only. Not for inspection by or distribution to the general public.
The foregoing is not an offer to sell, nor a solicitation of an offer to buy, shares of any fund, nor is it a solicitation of any proxy. For information regarding the Portfolio, please call Voya Investment Management toll free at 1-800-992-0180.
For information regarding any of the Portfolios discussed in this Client Talking Points, please call Voya IM toll free at 1-800-992-0180. To receive a free copy of a Proxy Statement/Prospectus relating to the proposed merger of Voya International Value Portfolio with and into Voya Global Value Advantage Portfolio, please call Voya Investment Management toll free at 1-800-992-0180. This Client Talking Points is qualified in its entirety by reference to the Proxy Statement/ Prospectus, and supersedes any prior Client Talking Points. The Proxy Statement/Prospectus contains important information about fund objectives, strategies, fees, expenses and risk considerations, and therefore you are advised to read it. The Proxy Statement/Prospectus and shareholder reports and other information are or will also be available for free on the SEC’s website (www.sec.gov). Please read any Proxy Statement/Prospectus carefully before making any decision to invest or to approve the merger.
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This information is proprietary and cannot be reproduced or distributed. Certain information may be received from sources Voya Investment Management considers reliable; Voya Investment Management does not represent that such information is accurate or complete. Certain statements contained herein may constitute "projections," "forecasts" and other "forward-looking statements" which do not reflect actual results and are based primarily upon applying retroactively a hypothetical set of assumptions to certain historical financial data. Actual results, performance or events may differ materially from those in such statements. Any opinions, projections, forecasts and forward looking statements presented herein are valid only as of the date of this document and are subject to change. Nothing contained herein should be construed as (i) an offer to buy any security or (ii) a recommendation as to the advisability of investing in, purchasing or selling any security. Voya Investment Management assumes no obligation to update any forward-looking information. Past performance is no guarantee of future results.
Your clients should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Portfolio’s prospectus, which contains this and other information, visit us atwww.voyainvestments.com or call Voya Investment Management at 1-800-992-0180. Please instruct your clients to read the prospectus carefully before investing.
CID: 11562
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