As filed with the U.S. Securities and Exchange Commission on August 13, 2025

Securities Act File No. 333-284196

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   X

Pre-Effective Amendment No. ___

Post-Effective Amendment No. 2

VOYA FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

(Address of Principal Executive Offices)

1-800-992-0180

(Registrant’s Telephone Number, Including Area Code)

Joanne F. Osberg, Esq.

Voya Investments, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

(Name and Address of Agent for Service)

With copies to:

Elizabeth J. Reza, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199-3600

It is proposed that this filing will become effective immediately, pursuant to Rule 462(d)

under the Securities Act of 1933, as amended.

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the

Investment Company Act of 1940, as amended.

Title of Securities Being Registered: Class A, Class C, Class I, and Class W shares of beneficial interest in the series of the registrant

designated as Voya Short Duration High Income Fund.


EXPLANATORY NOTE

The purpose of this filing is to file as an exhibit to the Registrant’s Registration Statement on Form N-14 the opinion of counsel supporting the tax matters and consequences to shareholders in connection with the reorganization of Voya Floating Rate Fund, a series of Voya Funds Trust, with and into Voya Short Duration High Income Fund, a series of Voya Funds Trust (the “Registrant”), as required by Item 16(12) of Form N-14. Accordingly, this Post Effective Amendment (the “Amendment”) consists only of a facing page, this explanatory note, and Part C of the Registration Statement setting forth the exhibits to the Registration Statement. The Registrant hereby incorporates by reference the Proxy Statement/Prospectus and Statement of Additional Information filed as Parts A and B, respectively, to Registrant’s Form N-14 (File No. 333-284196) filed with the U.S. Securities and Exchange Commission on February 18, 2025. This Amendment does not modify any other part of the Registration Statement.


PART C.
OTHER INFORMATION
Item 15. Indemnification
Article X of the Trust’s Declaration of Trust provides the following:
Section 10.1 Limitation of Liability. A trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any trustee. A trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as trustee, provided that nothing contained herein or in the Delaware Act shall protect any trustee against any liability to the Trust or to Shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of trustee hereunder.
Section 10.2 Indemnification.
(a)
Subject to the exceptions and limitations contained in Section (b) below:
(i)
every person who is, or has been a trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit, or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a trustee or officer and against amounts paid or incurred by him or her in the settlement thereof;
(ii)
the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits, or proceedings (civil, criminal, or other, including appeals) actual or threatened while in office or thereafter, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties, and other liabilities.
(b)
No indemnification shall be provided hereunder to a Covered Person:
(i)
who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office or (B) not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust; or
(ii)
in the event of a settlement, unless there has been a determination that such trustee or officer did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office,
(A)
by the court or other body approving the settlement;
(B)
by at least a majority of those trustees who are neither interested persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or
(C)
by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) provided; however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the trustees or by independent counsel.
(c)
The rights of indemnification therein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law.
(d)
Expenses in connection with the preparation and presentation of a defense to any claim, action, suit, or proceeding of the character described in paragraph (a) of this Section 10.2 may be paid by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or Series if it is ultimately determined that he or she is not entitled to indemnification under this Section 10.2 provided; however, that either: (a) such Covered Person shall have provided appropriate security for such undertaking; (b) the Trust is insured against losses arising out of any such advance payments; or (c) either a majority of the trustees who are neither interested persons of the Trust nor parties to the matter, or independent legal counsel in a written
C-1

opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under this Section 10.2.
Article IX of the Trust’s By-Laws provides the following:
The Trust may purchase and maintain insurance on behalf of any Covered Person or employee of the Trust, including any Covered Person or employee of the Trust who is or was serving at the request of the Trust as a trustee, officer, or employee of a corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the trustees would have the power to indemnify him against such liability.
The Trust may not acquire or obtain a contract for insurance that protects or purports to protect any trustee or officer of the Trust against any liability to the Trust or its Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
Reference is made to Article IX of the Trust’s By-Law and paragraph 1.11 of the Distribution Agreement.
The Trust is covered under an insurance policy, insuring its officers and trustees against liabilities, and certain costs of defending claims against such officers and trustees; to the extent such officers and trustees are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of their duties. The insurance policy also insures the Trust against the cost of indemnification payments to officers under certain circumstances.
Section 9 of the Management Agreement between the Trust and investment manager, Section 14 of the Sub-Advisory Agreement and Section 20 of the Distribution Agreement between the Trust and the distributor limit the liability of the investment manager, the sub-advisor and the distributor to liabilities arising from willful misfeasance, bad faith, or gross negligence in the performance of their respective duties, or from reckless disregard by them of their respective obligations and duties under the agreements.
The Trust hereby undertakes that it will apply the indemnification provisions of its Trust Instrument, By-Laws, Management Agreement, and Distribution Agreement in a manner consistent with Release No. 11330 of the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended so long as the interpretations of Section 17 (h) and 17(i) of such Act remain in effect and are consistently applied.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to trustees, officers, and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust understands that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a trustee, officer, or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits
(1)(a)
(1)(b)
(1)(c)
(1)(d)
C-2

(1)(e)
(1)(f)
(1)(g)
(1)(h)
(1)(i)
(1)(j)
(1)(k)
(1)(l)
(1)(m)
(1)(n)
(1)(o)
(1)(p)
(1)(q)
(1)(r)
(1)(s)
C-3

(1)(t)
(1)(u)
(1)(v)
(1)(w)
(1)(x)
(1)(y)
(1)(z)
(1)(aa)
(1)(bb)
(1)(cc)
(1)(dd)
(1)(ee)
(1)(ff)
(1)(gg)
(1)(hh)
C-4

(1)(ii)
(1)(jj)
(1)(kk)
(1)(ll)
(1)(mm)
(1)(nn)
(1)(oo)
(1)(pp)
(1)(qq)
(1)(rr)
(1)(ss)
(1)(tt)
(1)(uu)
(1)(vv)
(1)(ww)
C-5

(1)(xx)
(1)(yy)
(1)(zz)
(1)(aaa)
(1)(bbb)
(1)(ccc)
(1)(ddd)
(1)(eee)
(1)(fff)
(1)(ggg)
(1)(hhh)
(1)(iii)
(1)(jjj)
(1)(kkk)
(1)(lll)
C-6

(1)(mmm)
(1)(nnn)
(1)(ooo)
(1)(ppp)
(1)(qqq)
(1)(rrr)
(1)(sss)
(2)
(3)
Not applicable.
(4)
Form Of Agreement and Plan of Reorganization between Voya Floating Rate Fund and Voya Short Duration High
Income Fund, each a series of the Trust – Attached as Appendix A to the Proxy Statement/Prospectus.
(5)
The rights of holders of the securities being registered are set out in Articles II, VII, IX, and X of the Trust
Instrument referenced in Exhibit (a) above and in Articles IV, VI, and XIII of the Bylaws referenced in Exhibit (b)
above.
(6)(a)
(6)(a)(i)
(6)(a)(ii)
(6)(a)(iii)
C-7

(6)(a)(iv)
(6)(b)
(6)(b)(i)
(6)(b)(ii)
(6)(c)
(6)(c)(i)
(6)(c)(ii)
(6)(c)(iii)
(6)(d)
(6)(d)(i)
(6)(d)(ii)
(6)(d)(iii)
(6)(d)(iv)
C-8

(6)(e)
(6)(e)(i)
(6)(f)
(6)(f)(i)
(7)(a)
(7)(a)(i)
(7)(b)
(8)
(9)(a)
(9)(a)(i)
(9)(a)(ii)
(9)(a)(iii)
(9)(b)
(9)(b)(i)
(9)(b)(ii)
C-9

(9)(b)(iii)
(9)(b)(iv)
(9)(c)
(9)(c)(i)
(9)(c)(ii)
(9)(c)(iii)
(10)(a)
(10)(b)
(10)(c)
(10)(d)
(10)(e)
(10)(e)(i)
(10)(f)
C-10

(10)(f)(i)
(11)(a)
(11)(b)
(12)
(13)(a)
(13)(b)
(13)(b)(i)
(13)(b)(ii)
(13)(b)(iii)
(13)(b)(iv)
(13)(c)
(13)(c)(i)
(13)(c)(ii)
(13)(c)(iii)
(13)(c)(iv)
(13)(c)(v)
(13)(c)(vi)
C-11

(13)(d)
(13)(d)(i)
(13)(d)(ii)
(13)(d)(iii)
(13)(d)(iv)
(13)(d)(v)
(13)(d)(vi)
(13)(d)(vii)
(13)(d)(viii)
(13)(d)(ix)
(13)(d)(x)
(13)(d)(xi)
(13)(d)(xii)
(13)(e)
C-12

(13)(e)(i)
(13)(f)
(13)(f)(i)
(13)(g)
(13)(h)
(14)
(15)
Not applicable.
(16)
(17)
Not applicable.
Item 17. Undertakings
1. The Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act (17 CFR 230.145(c)), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
2. The Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
3. The Registrant agrees to file an executed copy of the opinion of counsel supporting the tax consequences of the proposed reorganization as an amendment to this Registration Statement within a reasonable time after receipt of such opinion.
C-13


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 462(d) under the 1933 Act and has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and the State of Arizona on the 13th day of August 2025.

VOYA FUNDS TRUST

By:

/s/ Joanne F. Osberg

 

Joanne F. Osberg

 

Secretary

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature

Title

Date

Christian G. Wilson*

President and Chief/Principal Executive Officer

August 13, 2025

Todd Modic*

Senior Vice President, Chief/Principal Financial Officer and

August 13, 2025

 

Assistant Secretary

 

Fred Bedoya*

Vice President, Principal Accounting Officer and Treasurer

August 13, 2025

Colleen D. Baldwin*

Trustee

August 13, 2025

John V. Boyer*

Trustee

August 13, 2025

Martin J. Gavin*

Trustee

August 13, 2025

Joseph E. Obermeyer*

Trustee

August 13, 2025

Sheryl K. Pressler*

Trustee

August 13, 2025

Christopher P. Sullivan*

Trustee

August 13, 2025

*By: /s/ Joanne F. Osberg Joanne F. Osberg Attorney-in-Fact**

**Powers of Attorney for Christian G. Wilson, Todd Modic, Fred Bedoya, and each Trustee were filed with the Registrant’s Form N-14 Registration Statement on January 10, 2025 and are incorporated herein by reference.



ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

OPINION AND CONSENT OF COUNSEL SUPPORTING TAX MATTERS AND CONSEQUENCES