Form POS AMI Voya FUNDS TRUST
As filed with the U.S. Securities and Exchange Commission on May 2, 2023
Investment Company Act File No. 811-08895
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
☒
THE INVESTMENT COMPANY ACT OF 1940
☒
Amendment No. 128
☒
(Check appropriate box or boxes)
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)
Registrant's Telephone Number, Including Area Code: (800) 992-0180
Scottsdale, Arizona 85258-2034
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (800) 992-0180
Huey P. Falgout, Jr., Esq.
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
(Name and Address of Agent for Service)
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
Elizabeth J. Reza, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
It is intended that this filing become effective on May 2, 2023 in accordance with Section 8 of the Investment Company Act
of 1940, as amended.
PART C.
OTHER INFORMATION
OTHER INFORMATION
Item 28. Exhibits
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28 (a)(1)
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28 (a)(2)
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28 (a)(3)
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28 (a)(4)
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28 (a)(5)
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28 (a)(6)
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28 (a)(7)
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28 (a)(8)
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28 (a)(9)
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28 (a)(10)
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28 (a)(11)
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28 (a)(12)
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28 (a)(13)
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28 (a)(14)
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28 (a)(15)
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28 (a)(16)
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28 (a)(17)
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28 (a)(18)
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28 (a)(19)
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28 (a)(20)
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28 (a)(21)
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28 (a)(22)
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28 (a)(23)
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28 (a)(24)
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28 (a)(25)
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28 (a)(26)
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28 (a)(27)
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28 (a)(28)
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28 (a)(29)
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28 (a)(30)
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28 (a)(31)
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28 (a)(32)
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28 (a)(33)
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28 (a)(34)
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28 (a)(35)
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28 (a)(36)
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28 (a)(37)
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28 (a)(38)
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28 (a)(39)
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28 (a)(40)
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28 (a)(41)
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28 (a)(42)
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28 (a)(43)
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28 (a)(44)
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28 (a)(45)
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28 (a)(46)
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28 (a)(47)
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28 (a)(48)
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28 (a)(49)
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28 (a)(50)
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28 (a)(51)
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28 (a)(52)
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28 (a)(53)
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28 (a)(54)
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28 (a)(55)
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28 (a)(56)
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28 (a)(57)
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28 (a)(58)
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28 (a)(59)
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28 (a)(60)
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28 (a)(61)
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28 (a)(62)
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28 (a)(63)
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28 (a)(64)
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28 (a)(65)
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28 (a)(66)
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28 (b)(1)
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28 (c)(1)
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The rights of holders of the securities being registered are set out in Articles II, VII, IX, and X of the Declaration
of Trust referenced in Exhibit (a) above and in Articles IV, VI, and XIII of the Bylaws referenced in Exhibit (b)
above.
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28 (d)(1)
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28 (d)(1)(i)
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28 (d)(1)(ii)
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28 (d)(1)(iii)
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28 (d)(1)(iv)
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28 (d)(1)(v)
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28 (d)(2)
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28 (d)(2)(i)
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28 (d)(2)(ii)
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28 (d)(2)(iii)
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28 (d)(3)
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28 (d)(3)(i)
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28 (d)(3)(ii)
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28 (d)(3)(iii)
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28 (d)(4)
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28 (d)(4)(i)
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28 (d)(5)
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28 (d)(5)(i)
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28 (d)(6)
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28 (d)(6)(i)
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28 (d)(6)(ii)
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28 (d)(6)(iii)
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28 (d)(6)(iv)
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28 (d)(6)(v)
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28 (e)(1)
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28 (e)(1)(i)
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28 (e)(2)
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28 (f)(1)
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28 (g)(1)
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28 (g)(1)(i)
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28 (g)(1)(ii)
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28 (g)(2)
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28 (g)(2)(i)
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28 (g)(2)(ii)
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28 (g)(2)(iii)
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28 (g)(2)(iv)
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28 (g)(3)
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28 (g)(4)
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28 (g)(4)(i)
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28 (g)(4)(ii)
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28 (g)(4)(iii)
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28 (g)(5)
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28 (g)(5)(i)
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28 (g)(5)(ii)
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28 (g)(5)(iii)
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28 (g)(5)(iv)
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28 (g)(6)
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28 (g)(6)(i)
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28 (g)(6)(ii)
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28 (g)(6)(iii)
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28 (h)(1)
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28 (h)(1)(i)
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28 (h)(1)(ii)
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28 (h)(1)(iii)
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28 (h)(1)(iv)
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28 (h)(1)(v)
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28 (h)(1)(vi)
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28 (h)(1)(vii)
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28 (h)(1)(viii)
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28 (h)(1)(ix)
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28 (h)(1)(x)
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28 (h)(2)
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28 (h)(2)(i)
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28 (h)(3)
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28 (h)(3)(i)
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28 (h)(4)
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28 (h)(5)
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28 (i)(1)
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28 (i)(2)
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28 (i)(3)
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28 (i)(4)
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28 (i)(5)
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28 (i)(6)
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28 (i)(7)
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28 (i)(8)
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28 (i)(9)
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28 (i)(10)
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28 (i)(11)
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28 (i)(12)
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28 (i)(13)
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28 (i)(14)
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28 (i)(15)
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28 (i)(16)
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28 (i)(17)
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28 (i)(18)
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28 (i)(19)
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28 (i)(20)
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28 (i)(21)
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28 (i)(22)
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28 (i)(23)
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28 (i)(24)
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28 (i)(25)
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28 (i)(26)
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28 (j)(1)
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Not applicable.
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28 (j)(2)
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Not applicable.
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28 (k)
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Not applicable.
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28 (l)
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Not applicable.
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28 (m)(1)
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28 (m)(1)(i)
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28 (m)(2)
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28 (m)(3)
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28 (m)(3)(i)
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28 (m)(4)
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28 (m)(5)
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28 (m)(5)(i)
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28 (m)(6)
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28 (n)(1)
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28 (n)(1)(i)
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28 (o)
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Not applicable.
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28 (p)(1)
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Item 29. Persons Controlled by or Under Common Control with Registrant
None
Item 30. Indemnification
Article X of the Registrant’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
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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
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 Registrant’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 Registrants By-Law and paragraph 1.11 of the Distribution Agreement.
The Registrant 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
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conduct constituting willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of their duties.
The insurance policy also insures the Registrant against the cost of indemnification payments to officers under certain circumstances.
Section 9 of the Management Agreement between the Registrant and investment manager, Section 14 of the Sub-Advisory Agreement and Section 20 of the Distribution Agreement between the Registrant 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 Registrant 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 Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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 Registrant of expenses incurred or paid by a trustee, officer, or controlling person
of the Registrant 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 Registrant 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 31. Business and Other Connections of Investment Advisers
Any other business, profession, vocation or employment of a substantial nature in which the investment adviser and the sub-adviser of Voya Funds Trust and each trustee, officer or partner of any such investment adviser, is or has been, at any
time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner
or trustee is described in each investment adviser’s Form ADV as currently on file with the SEC, the text of which is hereby incorporated by reference.
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INVESTMENT ADVISER
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FILE NO.
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Voya Investments, LLC
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801-48282
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Voya Investment Management Co. LLC
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801-9046
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Item 32. Principal Underwriter
(a)
Voya Investments Distributor, LLC is the placement agent or principal underwriter, as applicable, for Voya Balanced Portfolio, Inc.; Voya Credit Income Fund; Voya Equity Trust; Voya Funds Trust; Voya Government Money Market Portfolio; Voya Intermediate Bond Portfolio; Voya Investors Trust; Voya Mutual Funds; Voya Partners, Inc.; Voya Separate Portfolios Trust; Voya Strategic Allocation Portfolios, Inc.; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust.
(b)
Information as to the directors and officers of the placement agent or principal underwriter, as applicable, together with
the information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors
and officers of the placement agent or principal underwriter, as applicable, in the last two years, is included in the table
below:
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Name and Principal Business Address
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Positions and Offices with Voya Investments
Distributor, LLC
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Positions and Offices with the Registrant
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Stephen Easton
One Orange Way
Windsor, Connecticut 06095
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Chief Compliance Officer
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None
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Huey P. Falgout, Jr.
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
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Secretary
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None
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Name and Principal Business Address
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Positions and Offices with Voya Investments
Distributor, LLC
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Positions and Offices with the Registrant
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James M. Fink
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
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Senior Vice President
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Executive Vice President
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Stacy L. Hughes
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
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Chief Information Security Officer
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None
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Michelle P. Luk
230 Park Avenue
New York, New York 10169
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Senior Vice President and Treasurer
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None
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Francis G. O’Neill
One Orange Way
Windsor, Connecticut 06095
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Senior Vice President and Chief Risk
Officer
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None
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Niccole A. Peck
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
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Vice President and Assistant Treasurer
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None
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Monia Piacenti
One Orange Way
Windsor, Connecticut 06095
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Anti-Money Laundering Officer
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Anti-Money Laundering Officer
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Justina Y. Richards
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
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Vice President and Assistant Treasurer
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None
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Andrew K. Schlueter
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
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Senior Vice President
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Senior Vice President
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Robert P. Terris
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
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Senior Vice President
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Senior Vice President
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Jacob J. Tuzza
230 Park Avenue
New York, New York 10169
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Director, President, and Chief Executive
Officer
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None
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Katrina M. Walker
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
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Vice President and Assistant Treasurer
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None
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Catrina Willingham
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
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Vice President, Chief Financial Officer,
Controller, and Financial and Operations
Principal
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None
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(c)
Not applicable.
Item 33. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940,
as amended, and the rules promulgated thereunder are maintained at the offices of: (a) the Registrant, (b) the Investment Adviser,
(c) the Distributor, (d) the Custodians, (e) the Transfer Agent, and (f) the Sub-Adviser. The address of each is as follows:
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(a)
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Voya Funds Trust
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
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(b)
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Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
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(c)
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Voya Investments Distributor, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
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(d)
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The Bank of New York Mellon
225 Liberty Street
New York, New York 10286
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(e)
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BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
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(f)
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Voya Investment Management Co. LLC
230 Park Avenue
New York, New York 100169
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Item 34. Management Services
N/A
Item 35. Undertakings
None
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