UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
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( ) Preliminary Information Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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VOYA INVESTORS TRUST
(Name of Registrant as Specified in Its Charter)
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Prior Strategies
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Current Strategies
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Investment Strategies
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Under normal market conditions, the Portfolio invests
primarily in equity securities of issuers located throughout
the world that it believes have, among other things,
sustainable competitive advantages, capable management
and financial strength. The Portfolio typically invests in
issuers of equity securities with a market capitalization
greater than $2 billion. The sub-adviser and the
sub-sub-adviser (together, the “Sub-Adviser”) emphasize
individual stock selection and seeks to identify high quality
companies located throughout the world, including both
developed and emerging market countries. Under normal
market conditions, the Portfolio invests in securities
of issuers from a number of different countries, including
the U.S.
As an integrated part of the investment process, the
Sub-Adviser assesses relevant factors material to long-term
sustainably high returns on operating capital including
environmental, social and governance (“ESG”) factors
and seeks to engaged with companies as part of this.
Subject to the Portfolio’s investment objective the
Sub-Adviser retains discretion over which investments
are selected. In exercising this discretion, ESG factors
are not the sole determinant of whether an investment
can be made or a holding can remain in the Portfolio’s
portfolio, but instead the Sub-Adviser considers material
risks or opportunities in any of the ESG areas which
could threaten or enhance high returns on operating
capital of a company.
The Portfolio may also invest in derivatives for hedging
currency and other risks for potential gains. Such
derivatives may include forward foreign currency exchange
contracts, futures contracts, options, swaps, and
structured notes. The Portfolio is non-diversified, which
means that it may invest a significant portion of its assets
in a single issuer.
The Portfolio may invest in real estate-related securities,
including real estate investment trusts (“REITs”).
The Portfolio may also invest in other investment
companies, including exchange-traded funds (“ETFs”),
to the extent permitted under the Investment Company
Act of 1940, as amended, and the rules and regulations
thereunder, and under the terms of applicable no-action
relief or exemptive orders granted thereunder.
The Sub-Adviser seeks to invest in companies that it
believes have resilient business franchises, strong cash
flows, modest capital requirements, balance sheet
strength, capable management, and that typically return
cash to shareholders. The franchise focus of the Portfolio
is based on the Sub-Adviser’s belief that the company’s
intangible assets underlying a strong business franchise
(such as brands and networks) are difficult to create
or to replicate and that carefully selected franchise
companies can yield above-average potential for long-term
capital appreciation.
The Sub-Adviser relies on its research capabilities,
analytical resources, and judgment to identify and monitor
franchise businesses meeting its investment criteria.
The Sub-Adviser believes that the number of issuers
with strong business franchises meeting its criteria may
be limited, and accordingly, the Portfolio may concentrate
its holdings in a relatively small number of companies
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Under normal circumstances, the Portfolio invests at
least 80% of its net assets (plus the amount of any
borrowings for investments purposes) in equity securities
of U.S. and foreign (non-U.S.) companies and normally
will invest in at least three countries.
For purposes of this 80% policy, equity securities include,
without limitation, common stock, preferred stock,
convertible securities, depositary receipts, participatory
notes and other structured notes, real estate-related
securities (including real estate investment trusts
(“REITs”)), trust or partnership interests, rights and
warrants to buy common stock, privately placed securities,
and initial public offerings (“IPOs”).
The Portfolio is not required to allocate any set percentage
of its investments in any particular country and can invest,
without limit, in foreign (non-U.S.) securities of any country,
including countries with developing or emerging markets.
Countries with developing and emerging markets include
most countries in the world except Australia, Canada,
Japan, New Zealand, Hong Kong, the United Kingdom,
the United States, and most of the countries of western
Europe. The Portfolio may, from time to time, emphasize
investments in developed markets. While the Portfolio
does not limit its investments to companies in a particular
market capitalization range, it generally focuses its
investments in mid- and large-capitalization companies,
though it may also selectively invest in small-capitalization
companies.
Foreign (non-U.S.) companies include, but are not limited
to, companies: (i) organized under the laws of a foreign
(non-U.S.) country; (ii) that have a substantial portion
of their operations or assets abroad; (iii) that derive a
substantial portion of their revenue or profits from
businesses, investments, or sales outside of the U.S.;
or (iv) whose securities trade primarily on foreign (non-U.S.)
securities exchanges, or in the foreign (non-U.S.)
over-the-counter (“OTC”) market. The Portfolio also may
purchase American Depository Shares as part of the
American Depository Receipt issuances by foreign
(non-U.S.) companies.
The Portfolio is non-diversified, which means that it may
invest a significant portion of its assets in a single issuer,
subject to the Portfolio’s fundamental investment
restrictions.
In selecting securities of the Portfolio, the sub-adviser
(the “Sub-Adviser”) looks primarily for U.S. and foreign
(non-U.S.) companies that the Sub-Adviser believes can
outperform the broader market, including those with
growth, core, and value characteristics. The Sub-Adviser
uses fundamental analysis of a company’s financial
statements, management structure, operations and
product development, and considers factors affecting
the industry of which the issuer is a part. The Sub-Adviser
aims to exploit market inefficiencies via an investment
process that seeks to identify unrecognized change at
the individual stock level and allows the team flexibility
to pivot across style and market capitalization. The
investment process combines active, bottom-up stock
selection, within a macroeconomic and thematic
framework. The investment process begins with a two-part
idea generation process, seeking to discover stocks that
demonstrate unrecognized change, often via unrecognized
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Prior Strategies
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Current Strategies
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and may invest up to 25% of the Portfolio’s total assets
in a single issuer. The Sub-Adviser generally considers
selling a portfolio holding when it determines that the
holding no longer satisfies its investment criteria or that
replacing the holding with another investment should
improve the Portfolio’s valuation and/or quality.
The Sub-Adviser may sell securities for a variety of reasons,
such as to secure gains, limit losses, or redeploy assets
into opportunities believed to be more promising.
The Portfolio may lend portfolio securities on a short-term
or long-term basis, up to 33 1∕3% of its total assets.
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themes, unrecognized patterns, and unrecognized
mispositioning. In employing this investment process,
the Sub-Adviser first determines the focus area by utilizing
key components, including a dashboard,
mosaic-ecosystem, and recurring patterns. The Sub-Adviser
then generates a list of potential investment options
by identifying stocks within the focus area and leverages
the Sub-Adviser’s broader investment platform. Stocks
that are deemed attractive as a result of this first stage
of the investment process are researched further via
traditional analysis, including, but not limited to, industry
and product analysis, financial modeling, top-down
analysis, and interdisciplinary analogies. Through this
strategy, the Sub-Adviser can consider investment
opportunities across a universe of thousands of equities
in developed and developing and emerging markets.
The Sub-Adviser’s portfolio construction process blends
alpha and risk expectations with active bottom-up stock
selection to drive results. The Sub-Adviser seeks to
implement a nimble, creative approach to its fundamental
and valuation analysis to create stock price targets.
Individual stock price targets are developed for base,
upside, and downside cases and a risk-reward analysis
is constructed with an expected target range. The buy
and sell discipline is an active component of the
investment process, and individual stock price targets
are frequently adjusted as fundamentals change. Before
the final stocks are chosen for the portfolio, the team
actively incorporates a risk management tool that seeks
to act as a guardrail to limit the potential impact of factor
tail risks on stocks identified through the bottom-up stock
selection process. The final portfolio typically holds 50
to 75 stocks resulting in a high conviction portfolio of
active, off-consensus stocks relative to the MSCI All
Country World Index.
The Portfolio’s investments will vary over time based
upon the Sub-Adviser’s evaluation of economic and market
trends. As such, the investment portfolio might not always
include all types of investments described in this
Prospectus, and the Sub-Adviser may increase or decrease
the relative emphasis of the Portfolio’s investments in
a particular industry. The Sub-Adviser attempts to reduce
risks by, among other things, researching investments
and diversifying the Portfolio’s investment portfolio.
In evaluating investments for the Portfolio, the Sub-Adviser
takes into account a wide variety of factors and
considerations to determine whether any or all of those
factors or considerations might have a material effect
on the value, risks, or prospects of a company. Among
the factors considered, the Sub-Adviser typically expects
to take into account environmental, social, and governance
(“ESG”) factors. In considering ESG factors, the
Sub-Adviser intends to rely primarily on factors identified
through its proprietary empirical research and on third-party
evaluations of a company’s ESG standing. ESG factors
will be only one of many considerations in the Sub-Adviser’s
evaluation of any potential investment; the extent to
which ESG factors will affect the Sub-Adviser’s decision
to invest in a company, if at all, will depend on the analysis
and judgment of the Sub-Adviser.
The Sub-Adviser has a medium-to-long-term investment
horizon of typically six months to five years. The Sub-Adviser
may sell securities for a variety of reasons, such as to
secure gains, limit losses, or redeploy assets into
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Prior Strategies
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Current Strategies
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opportunities believed to be more promising.
The Portfolio may also invest in other equity instruments,
including, but not limited to, the following: preferred stocks,
warrants, and securities convertible into common stocks.
In addition, the Portfolio may invest in derivative
instruments, including, but not limited to, the following:
forward contracts, futures, forward foreign currency
exchange contracts, and put and call options. The Portfolio
may use derivative instruments for a number of reasons,
including, but not limited to, the following: to increase
or decrease exposure to certain markets or risk, to seek
to increase investment return, or for hedging purposes.
The Portfolio can also buy debt instruments, but under
normal market conditions, does not intend to invest more
than 5% of its total assets in such instruments.
The Portfolio may invest up to 15% of its assets in illiquid
or restricted securities. The Portfolio may also invest
in other investment companies, including exchange-traded
funds (“ETFs”), to the extent permitted under the
Investment Company Act of 1940, as amended, and
the rules and regulations thereunder, and under the terms
of applicable no-action relief or exemptive orders granted
thereunder.
The Portfolio may lend portfolio securities on a short-term
or long-term basis, up to 33 1∕3% of its total assets.
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Risks
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Prior Principal Risks
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Current Principal Risks
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China Investing Risks – Investing through Stock Connect: The Chinese economy is
generally considered an emerging and volatile market. Although China has
experienced a relatively stable political environment in recent years, there is no
guarantee that such stability will be maintained in the future. Significant portions
of
the Chinese securities markets may become rapidly illiquid because Chinese issuers
have the ability to suspend the trading of their equity securities under certain
circumstances, and have shown a willingness to exercise that option in response to
market volatility, epidemics, pandemics, adverse economic, market or political
events, and other events. Political, regulatory and diplomatic events, such as the
U.S.-China “trade war” that intensified in 2018, could have an adverse effect on the
Chinese or Hong Kong economies and on related investments. In addition, U.S. or
foreign government restrictions on investments in Chinese companies or other
intervention could negatively affect the implementation of the Portfolio’s investment
strategies, such as by precluding the Portfolio from making certain investments or
causing the Portfolio to sell investments at disadvantageous times.
Shares in mainland China-based companies that trade on Chinese stock exchanges
such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (“China
A-Shares”) may be purchased directly or indirectly through the Shanghai-Hong Kong
Stock Connect (“Stock Connect”), a mutual market access program designed to,
among other things, enable foreign investment in the People’s Republic of China
(“PRC”) via brokers in Hong Kong. There are significant risks inherent in investing in
China A-Shares through Stock Connect. The underdeveloped state of PRC’s
investment and banking systems subjects the settlement, clearing, and registration
of
China A-Shares transactions to heightened risks. Stock Connect can only operate
when both PRC and Hong Kong markets are open for trading and when banking
services are available in both markets on the corresponding settlement days. As
such, if either or both markets are closed on a U.S. trading day, the Portfolio may
not
be able to dispose of its China A-Shares in a timely manner, which could adversely
affect the Portfolio’s performance.
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Risks
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Prior Principal Risks
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Current Principal Risks
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Company: The price of a company’s stock could decline or underperform for many
reasons, including, among others, poor management, financial problems, reduced
demand for the company’s goods or services, regulatory fines and judgments, or
business challenges. If a company is unable to meet its financial obligations,
declares bankruptcy, or becomes insolvent, its stock could become worthless.
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Convertible Securities: Convertible securities are securities that are convertible into or
exercisable for common stocks at a stated price or rate. Convertible securities are
subject to the usual risks associated with debt instruments, such as interest rate
risk
and credit risk. In addition, because convertible securities react to changes in the
value of the underlying stock, they are subject to market risk.
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Credit: The Portfolio could lose money if the issuer or guarantor of a debt instrument
in which the Portfolio invests, or the counterparty to a derivative contract the Portfolio
entered into, is unable or unwilling, or is perceived (whether by market participants,
rating agencies, pricing services, or otherwise) as unable or unwilling, to meet its
financial obligations.
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Currency: To the extent that the Portfolio invests directly or indirectly in foreign
(non-U.S.) currencies or in securities denominated in, or that trade in, foreign
(non-U.S.) currencies, it is subject to the risk that those foreign (non-U.S.) currencies
will decline in value relative to the U.S. dollar or, in the case of hedging positions,
that the U.S. dollar will decline in value relative to the currency being hedged by
the
Portfolio through foreign currency exchange transactions.
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Derivative Instruments: Derivative instruments are subject to a number of risks,
including the risk of changes in the market price of the underlying asset, reference
rate, or index, credit risk with respect to the counterparty, risk of loss due to
changes
in market interest rates, liquidity risk, valuation risk, and volatility risk. The
amounts
required to purchase certain derivatives may be small relative to the magnitude of
exposure assumed by the Portfolio. Therefore, the purchase of certain derivatives
may have an economic leveraging effect on the Portfolio and exaggerate any increase
or decrease in the net asset value. Derivatives may not perform as expected, so the
Portfolio may not realize the intended benefits. When used for hedging purposes, the
change in value of a derivative may not correlate as expected with the asset,
reference rate, or index being hedged. When used as an alternative or substitute for
direct cash investment, the return provided by the derivative may not provide the
same return as direct cash investment.
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Environmental, Social, and Governance (Equity): The Sub-Adviser’s consideration of
ESG factors in selecting investments for the Portfolio is based on information that
is
not standardized, some of which can be qualitative and subjective by nature. The
Sub-Adviser’s assessment of ESG factors in respect of a company may rely on
third-party data that might be incorrect or based on incomplete or inaccurate
information. There is no minimum percentage of the Portfolio’s assets that will be
invested in companies that the Sub-Adviser views favorably in light of ESG factors,
and the Sub-Adviser may choose not to invest in companies that compare favorably to
other companies on the basis of ESG factors. It is possible that the Portfolio will
have
less exposure to certain companies due to the Sub-Adviser’s assessment of ESG
factors than other comparable mutual funds. There can be no assurance that an
investment selected by the Sub-Adviser, which includes its consideration of ESG
factors, when available, will provide more favorable investment performance than
another potential investment, and such an investment may, in fact, underperform
other potential investments.
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Foreign (Non-U.S.) Investments/Developing and Emerging Markets: Investing in foreign
(non-U.S.) securities may result in the Portfolio experiencing more rapid and extreme
changes in value than a fund that invests exclusively in securities of U.S. companies
due, in part, to: smaller markets; differing reporting, accounting, auditing and
financial reporting standards and practices; nationalization, expropriation, or
confiscatory taxation; foreign currency fluctuations, currency blockage, or
replacement; potential for default on sovereign debt; and political changes or
diplomatic developments, which may include the imposition of economic sanctions (or
the threat of new or modified sanctions) or other measures by the U.S. or other
governments and supranational organizations. Markets and economies throughout
the world are becoming increasingly interconnected, and conditions or events in one
market, country or region may adversely impact investments or issuers in another
market, country or region. Foreign (non-U.S.) investment risks may be greater in
developing and emerging markets than in developed markets.
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Risks
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Prior Principal Risks
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Current Principal Risks
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Growth Investing: Prices of growth-oriented stocks are more sensitive to investor
perceptions of the issuer’s growth potential and may fall quickly and significantly if
investors suspect that actual growth may be less than expected. There is a risk that
funds that invest in growth-oriented stocks may underperform other funds that invest
more broadly. Growth-oriented stocks tend to be more volatile than value-oriented
stocks, and may underperform the market as a whole over any given time period.
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Interest Rate: A rise in market interest rates generally results in a fall in the value of
bonds and other debt instruments; conversely, values generally rise as market
interest rates fall. Interest rate risk is generally greater for debt instruments
than
floating-rate instruments. The higher the credit quality of the instrument, and the
longer its maturity or duration, the more sensitive it is to changes in market interest
rates. Duration is a measure of sensitivity of the price of a debt instrument to a
change in interest rate. Rising market interest rates have unpredictable effects on
the markets and may expose debt and related markets to heightened volatility. To the
extent that the Portfolio invests in debt instruments, an increase in market interest
rates may lead to increased redemptions and increased portfolio turnover, which
could reduce liquidity for certain investments, adversely affect values, and increase
costs. Increased redemptions may cause the Portfolio to liquidate portfolio positions
when it may not be advantageous to do so and may lower returns. If dealer capacity
in debt markets is insufficient for market conditions, it may further inhibit liquidity
and increase volatility in debt markets. Fiscal, economic, monetary, or other
governmental policies or measures have in the past, and may in the future, cause or
exacerbate risks associated with interest rates, including changes in interest rates.
Declining market interest rates increase the likelihood that debt instruments will
be
pre-paid. Negative or very low interest rates could magnify the risks associated with
changes in interest rates. In general, changing interest rates, including rates that
fall
below zero, could have unpredictable effects on markets and may expose debt and
related markets to heightened volatility. In the case of inverse debt instruments,
the
interest rate paid by the debt instruments is a floating rate, which will generally
decrease when the market rate of interest to which the inverse debt instruments are
indexed increases and will increase when the market rate of interest to which the
inverse debt instruments are indexed decreases. Changes to monetary policy by the
U.S. Federal Reserve Board or other regulatory actions could expose debt and related
markets to heightened volatility, interest rate sensitivity, and reduced liquidity,
which
may impact the Portfolio’s operations and return potential.
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Issuer Non-Diversification: A non-diversified investment company is subject to the
risks of focusing investments in a small number of issuers, including being more
susceptible to risks associated with a single economic, political or regulatory
occurrence than a more diversified portfolio might be. In addition, this increases
the
risk that a change in the value of any one investment held by a portfolio could affect
the overall value of a portfolio more than it would affect that of a diversified fund
holding a greater number of investments. Accordingly, a portfolio’s value will likely be
more volatile than the value of a more diversified fund.
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Investment Model: The Sub-Adviser’s proprietary investment model may not
adequately take into account existing or unforeseen market factors or the interaction
among such factors, including changes in how such factors interact, and there is no
guarantee that the use of a proprietary investment model will result in effective
investment decisions for the Portfolio.
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Liquidity: If a security is illiquid, the Portfolio might be unable to sell the security at a
time when the Portfolio’s manager might wish to sell, or at all. Further, the lack of an
established secondary market may make it more difficult to value illiquid securities,
exposing the Portfolio to the risk that the prices at which it sells illiquid securities
will
be less than the prices at which they were valued when held by the Portfolio, which
could cause the Portfolio to lose money. The prices of illiquid securities may be
more
volatile than more liquid securities, and the risks associated with illiquid securities
may be greater in times of financial stress. Certain securities that are liquid when
purchased may later become illiquid, particularly in times of overall economic distress
or due to geopolitical events such as sanctions, trading halts, or wars. In addition,
markets or securities may become illiquid quickly.
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Risks
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Prior Principal Risks
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Current Principal Risks
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Market: The market values of securities will fluctuate, sometimes sharply and
unpredictably, based on overall economic conditions, governmental actions or
intervention, market disruptions caused by trade disputes or other factors, political
developments, and other factors. Prices of equity securities tend to rise and fall
more
dramatically than those of debt instruments. Additionally, legislative, regulatory
or tax
policies or developments may adversely impact the investment techniques available
to a manager, add to costs, and impair the ability of the Portfolio to achieve its
investment objectives.
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Market Capitalization: Stocks fall into three broad market capitalization categories:
large, mid, and small. Investing primarily in one category carries the risk that,
due to
current market conditions, that category may be out of favor with investors. If
valuations of large-capitalization companies appear to be greatly out of proportion
to
the valuations of mid- or small-capitalization companies, investors may migrate to
the
stocks of mid- and small-capitalization companies causing a fund that invests in
these companies to increase in value more rapidly than a fund that invests in
large-capitalization companies. Investing in midand small-capitalization companies
may be subject to special risks associated with narrower product lines, more limited
financial resources, smaller management groups, more limited publicly available
information, and a more limited trading market for their stocks as compared with
large-capitalization companies. As a result, stocks of mid- and small-capitalization
companies may be more volatile and may decline significantly in market downturns.
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Risks
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Prior Principal Risks
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Current Principal Risks
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Market Disruption and Geopolitical: The Portfolio is subject to the risk that geopolitical
events will disrupt securities markets and adversely affect global economies and
markets. Due to the increasing interdependence among global economies and
markets, conditions in one country, market, or region might adversely impact
markets, issuers and/or foreign exchange rates in other countries, including the
United States. Wars, terrorism, global health crises and pandemics, trade disputes,
tariffs and other restrictions on trade or economic sanctions, rapid technological
developments (such as artificial intelligence technologies), and other geopolitical
events that have led, and may continue to lead, to increased market volatility and
may have adverse short- or long-term effects on U.S. and global economies and
markets, generally. For example, the COVID-19 pandemic resulted in significant
market volatility, exchange suspensions and closures, declines in global financial
markets, higher default rates, supply chain disruptions, and a substantial economic
downturn in economies throughout the world. The economic impacts of COVID-19
have created a unique challenge for real estate markets. Many businesses have
either partially or fully transitioned to a remote-working environment and this
transition may negatively impact the occupancy rates of commercial real estate over
time. Natural and environmental disasters and systemic market dislocations are also
highly disruptive to economies and markets. Military action by Russia in Ukraine,
the
prolonged conflict between Hamas and Israel, the Iranian conflict that commenced in
February 2026, and political upheaval in Venezuela have resulted, and may continue
to result, in sanctions, market disruptions, declines in regional and global stock
markets, unusual volatility in global commodity markets, and disruptions to energy
production or transportation, including through key shipping routes, any of which
could adversely affect the value of the Portfolio’s investments, including beyond the
Portfolio’s direct exposure to issuers in the affected regions. The escalation or
expansion of hostilities including the involvement of additional nations, could
introduce further uncertainty and volatility in global energy, commodity, and financial
markets. The extent and duration of these conflicts, related sanctions, and resulting
market disruptions are impossible to predict but could be substantial. A number of
U.S. domestic banks and foreign (non-U.S.) banks have experienced financial
difficulties and, in some cases, failures. There can be no certainty that the actions
taken by regulators to limit the effect of those financial difficulties and failures
on
other banks or other financial institutions or on the U.S. or foreign (non-U.S.)
economies generally will be successful. It is possible that more banks or other
financial institutions will experience financial difficulties or fail, which may affect
adversely other U.S. or foreign (non-U.S.) financial institutions and economies. These
events as well as other changes in foreign (non-U.S.) and domestic economic, social,
and political conditions also could adversely affect individual issuers or related
groups of issuers, securities markets, interest rates, credit ratings, inflation,
investor
sentiment, and other factors affecting the value of the Portfolio’s investments. Any of
these occurrences could disrupt the operations of the Portfolio and of the Portfolio’s
service providers. Recent technological developments in, and the increasingly
widespread use of, artificial intelligence, including machine learning technology
and
generative artificial intelligence (“AI”), may pose risks to the Portfolio. For instance,
the economy may be significantly impacted by the advanced development and
increased regulation of AI. As AI is used more widely, the profitability and growth
of
Portfolio holdings may be impacted, which could significantly impact the overall
performance of the Portfolio. The legal and regulatory frameworks within which AI
operates continue to rapidly evolve, and it is not possible to predict the full extent
of
current or future risks related thereto.
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Mid-Capitalization Company: Investments in mid-capitalization companies may involve
greater risk than is customarily associated with larger, more established companies
due to the greater business risks of a limited operating history, smaller size, limited
markets, and financial resources, narrow product lines, less management depth, and
more reliance on key personnel. Consequently, the securities of mid-capitalization
companies may have limited market stability and may be subject to more abrupt or
erratic market movements than securities of larger, more established growth
companies or the market averages in general.
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Risks
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Prior Principal Risks
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Current Principal Risks
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Other Investment Companies: The main risk of investing in other investment
companies, including ETFs, is the risk that the value of an investment company’s
underlying investments might decrease. Shares of investment companies that are
listed on an exchange may trade at a discount or premium from their net asset value.
You will pay a proportionate share of the expenses of those other investment
companies (including management fees, administration fees, and custodial fees) in
addition to the Portfolio’s expenses. The investment policies of the other investment
companies may not be the same as those of the Portfolio; as a result, an investment
in the other investment companies may be subject to additional or different risks
than
those to which the Portfolio is typically subject. In addition, shares of ETFs may
trade
at a premium or discount to net asset value and are subject to secondary market
trading risks. Secondary markets may be subject to irregular trading activity, wide
bid/ask spreads, and extended trade settlement periods in times of market stress
because market makers and authorized participants may step away from making a
market in an ETF’s shares, which could cause a material decline in the ETF’s net
asset value.
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✔
|
✔
|
|
Over-the-Counter Investments: OTC investment purchases, including securities and
derivatives, can involve greater risks than securities traded on recognized stock
exchanges. OTC securities are generally securities of smaller or newer companies
that may have limited product lines and markets compared to larger companies. They
also can have less management depth, more reliance on key personnel, and less
access to capital and credit. OTC securities tend to trade less frequently and in
lower
volume, and as a result, have greater liquidity risk. Many of the protections afforded
to participants on some organized exchanges, such as the performance guarantee of
an exchange clearing house, are not available in connection with OTC derivatives
transactions. Additionally, OTC investments are generally purchased either directly
from a dealer or in negotiated transactions with the issuer and, as such, may expose
the Portfolio to counterparty risk.
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|
✔
|
|
Portfolio Turnover: A high portfolio turnover rate may increase transaction costs,
which may lower the Portfolio’s performance and may increase the likelihood of
capital gains distributions.
|
|
✔
|
|
Preferred Stocks: Preferred stock generally has preference over common stock but is
generally subordinate to debt instruments with respect to dividends and liquidation.
Preferred stocks are subject to the risks associated with other types of equity
securities, as well as greater credit or other risks than senior debt instruments.
In
addition, preferred stocks are subject to other risks, such as risks related to deferred
and omitted distributions, limited voting rights, liquidity, interest rate, regulatory
changes and special redemption rights.
|
|
✔
|
|
Prepayment and Extension: Many types of debt instruments are subject to
prepayment and extension risk. Prepayment risk is the risk that the issuer of a debt
instrument will pay back the principal earlier than expected. This risk is heightened
in
a falling market interest rate environment. Prepayment may expose the Portfolio to
a
lower rate of return upon reinvestment of principal. Also, if a debt instrument subject
to prepayment has been purchased at a premium, the value of the premium would be
lost in the event of prepayment. Extension risk is the risk that the issuer of a debt
instrument will pay back the principal later than expected. This risk is heightened
in a
rising market interest rate environment. This may negatively affect performance, as
the value of the debt instrument decreases when principal payments are made later
than expected. Additionally, the Portfolio may be prevented from investing proceeds
it
would have received at a given time at the higher prevailing interest rates.
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|
✔
|
|
Real Estate Companies and Real Estate Investment Trusts: Investing in real estate
companies and REITs may subject the Portfolio to risks similar to those associated
with the direct ownership of real estate, including losses from casualty or
condemnation, changes in local and general economic conditions, supply and
demand, market interest rates, zoning laws, regulatory limitations on rents, property
taxes, overbuilding, high foreclosure rates, and operating expenses in addition to
terrorist attacks, wars, or other acts that destroy real property. In addition, REITs
may
also be affected by tax and regulatory requirements in that a REIT may not qualify
for
favorable tax treatment or regulatory exemptions. Investments in REITs are affected
by the management skill of the REIT’s sponsor. The Portfolio will indirectly bear its
proportionate share of expenses, including management fees, paid by each REIT in
which it invests.
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✔
|
✔
|
|
Risks
|
Prior Principal Risks
|
Current Principal Risks
|
|
Restricted Securities: Securities that are legally restricted as to resale (such as those
issued in private placements), including securities governed by Rule 144A and
Regulation S, and securities that are offered in reliance on Section 4(a)(2) of the
Securities Act of 1933, as amended, are referred to as “restricted securities.”
Restricted securities may be sold in private placement transactions between issuers
and their purchasers and may be neither listed on an exchange nor traded in other
established markets. Due to the absence of a public trading market, restricted
securities may be more volatile, less liquid, and more difficult to value than
publicly-traded securities. The price realized from the sale of these securities could
be less than the amount originally paid or less than their fair value if they are
resold
in privately negotiated transactions. In addition, these securities may not be subject
to disclosure and other investment protection requirements that are afforded to
publicly-traded securities. Certain restricted securities represent investments in
smaller, less seasoned issuers, which may involve greater risk.
|
|
✔
|
|
Securities Lending: Securities lending involves two primary risks: “investment risk”
and “borrower default risk.” When lending securities, the Portfolio will receive cash or
U.S. government securities as collateral. Investment risk is the risk that the Portfolio
will lose money from the investment of the cash collateral received from the borrower.
Borrower default risk is the risk that the Portfolio will lose money due to the failure
of
a borrower to return a borrowed security. Securities lending may result in leverage.
The use of leverage may exaggerate any increase or decrease in the net asset value,
causing the Portfolio to be more volatile. The use of leverage may increase expenses
and increase the impact of the Portfolio’s other risks.
|
✔
|
✔
|
|
Small-Capitalization Company: Investments in small-capitalization companies may
involve greater risk than is customarily associated with larger, more established
companies due to the greater business risks of a limited operating history, small
size,
limited markets and financial resources, narrow product lines, less management
depth and more reliance on key personnel. The securities of small-capitalization
companies are subject to liquidity risk as they are often traded over-the-counter
and
may not be traded in volumes typically seen on national securities exchanges.
|
|
✔
|
|
Value Investing: Securities that appear to be undervalued may never appreciate to the
extent expected. Further, because the prices of value-oriented securities tend to
correlate more closely with economic cycles than growth-oriented securities, they
generally are more sensitive to changing economic conditions, such as changes in
market interest rates, corporate earnings and industrial production. The manager may
be wrong in its assessment of a company’s value and the securities the Portfolio
holds may not reach their full values. Risks associated with value investing include
that a security that is perceived by the manager to be undervalued may actually be
appropriately priced and, thus, may not appreciate and provide anticipated capital
growth. The market may not favor value-oriented securities and may not favor equities
at all. During those periods, the Portfolio’s relative performance may suffer. There is
a risk that funds that invest in value-oriented securities may underperform other
funds that invest more broadly.
|
✔
|
✔
|
|
Class
|
Shares Outstanding
|
|
ADV
|
11,294,624.917
|
|
R6
|
75,896.445
|
|
S
|
54,897.997
|
|
S2
|
125,154.231
|
|
Total
|
11,550,573.590
|
|
Name and Address of
Shareholder
|
Percent of Class of
Shares and Type of
Ownership
|
Percentage of
Portfolio
|
|
Voya Institutional Trust Company
1 Orange Way
Windsor, CT 06095-4773
|
99.9% Class ADV:
100% Class Service;
100% Class S2;
Beneficial
|
99.2%
|
|
Voya Retirement Insurance and Annuity Company
Attn Valuation Unit-TN41
One Orange Way B3N
Windsor, CT 06095
|
44.1% Class R6;
Beneficial
|
0.3%
|
|
NYLIAC
Attn Ashesh Upadhyay
169 Lackawanna Ave
Parsippany, NJ 07054
|
5.6% Class R6;
Beneficial
|
0.0%
|
|
Matrix Trust Company Cust. FBO
Cory, Tucker & Larrowe, Inc.
717 17th Street Suite 1300
Denver, CO 80202
|
50.3% Class R6;
Beneficial
|
0.3%
|
|
December 31, 2025
|
December 31, 2024
|
December 31, 2023
|
|
$2,191,818
|
$3,013,501
|
$3,137,757
|
|
Fund
|
Amount of Assets
|
Annual Sub-Advisory Fee
|
|
Voya Global Insights Fund
|
$1,105,624,813.09
|
0.315% of the Fund’s average daily net assets.
|