Form POS AMI Voya FUNDS TRUST

May 2, 2023 5:30 PM EDT
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
UNDER
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
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)
With copies to:
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.




EXPLANATORY NOTE

This Amendment No. 128 (the "Amendment") to the Registration Statement of Voya Funds Trust (the "Registrant") on Form N-1A is being filed under the Investment Company Act of 1940 (the "1940 Act"), as amended, to amend and supplement Amendment No. 123 to the Registrant's Registration Statement on Form N-1A, filed with the U.S. Securities and Exchange Commission (the "Commission") on November 18, 2022 under the 1940 Act (Accession No. 0001683863-22-007202) ("Amendment No. 123") as pertaining to Parts A and B of the Registration Statement with respect to Voya VACS Series HYB Fund (the "Fund"), a series of the Registrant.

Part A and Part B of the Registration Statement with respect to the Fund as filed in Amendment No. 123, are incorporated herein by reference.

The Fund's shares are not registered under the Securities Act of 1933, as amended (the "1933 Act"), because the shares are issued solely in private placement transactions that do not involve any "public offering" within the meaning of Section 4(a)(2) of the 1933 Act. Investments in the Fund may only be made by "accredited investors," as defined in Regulation D under the 1933 Act. This Amendment does not constitute an offer to sell, or the solicitation of an offer to buy, within the meaning of the 1933 Act, any beneficial interests in the Fund.

This Registration Statement relates only to the Fund and does not affect or incorporate by reference the currently effective Part A and Part B for the Registrant's other series.


Voya Funds Trust

Voya VACS Series HYB Fund

(the "Fund")

Amendment dated May 2, 2023

to the Fund's Prospectus (the "Prospectus") and

related Statement of Additional Information (the "SAI"),

each dated November 18, 2022

Effective May 1, 2023: (1) Mohamed Basma, CFA was added as a portfolio manager for the Fund; and

(2) Richard Cumberledge, CFA was removed as a portfolio manager for the Fund.

1.Effective immediately, the Prospectus is revised as follows:

a)All references to Richard Cumberledge, CFA as a portfolio manager for the Fund are hereby removed from the Prospectus.

b)The sub-section of the Prospectus entitled "Item 5. Management – Investment Sub-Adviser" is deleted in its entirety and replaced with the following:

Name

Title with Sub-Adviser

Date Began Managing the Fund

Mohamed Basma, CFA

Portfolio Manager

05/2023

Randall Parrish, CFA

Portfolio Manager

11/2022

c)The third and fourth paragraphs in the sub-section of the Prospectus entitled "Item 10. Management, Organization and Capital Structure – Voya Investment Management Co. LLC" are deleted in their entirety and replaced with the following:

Mr. Basma, Portfolio Manager, Managing Director, and head of leveraged credit at Voya IM also chairs the leveraged credit investment committee. Previously at Voya IM, he served as head of senior loans and global CLOs for leveraged credit where he was responsible for all aspects of the team's senior loan and global CLO business and the team's CLO investing strategies. Prior to joining Voya IM, Mr. Basma was a senior auditor and consultant in the audit and business advisory group with Arthur Andersen, LLP where he was responsible for executing corporate audits and financial consulting engagements.

Mr. Parrish, Senior Portfolio Manager, serves as head of U.S. high-yield at Voya IM. Before being named a portfolio manager in 2007, he served as a high-yield analyst focused on the media and retail/consumer sectors. Prior to joining Voya IM, Mr. Parrish was a corporate banker in leveraged finance with Sun Trust Bank and predecessors to Bank of America.

 

2.Effective immediately, the SAI is revised as follows:

a)All references to Richard Cumberledge, CFA as a portfolio manager for the Fund are hereby removed from the SAI.

b)The table in the sub-section of the SAI entitled "Item 20. Portfolio Managers – Other Accounts Managed" is amended to include the following:

 

Registered Investment

Other Pooled Investment

Other Accounts

 

 

Companies

 

Vehicles

 

 

 

Number

 

Total Assets

Number

 

Total Assets

Number

Total Assets

Portfolio

of

 

 

of

 

 

of

 

Manager

Accounts

 

 

Accounts

 

 

Accounts

 

Mohamed

2

 

$426,874,261

57

 

$3,204,902,409

16

$2,335,379,221

Basma, CFA1

 

 

 

 

 

 

 

 

c)The table in the sub-section of the SAI entitled "Item 20. Portfolio Managers – Compensation" is deleted in its entirety and replaced with the following"

Fund

Portfolio Manager

Benchmark

Voya VACS Series HYB Fund

Mohamed Basma, CFA and Randall

Bloomberg High Yield Bond - 2%

 

Parrish, CFA

Issuer Constrained Composite Index

d)The table in the sub-section of the SAI entitled "Item 20. Portfolio Managers – Ownership of Securities" is amended to include the following:

Portfolio Manager

Dollar Range of Fund Shares Owned

Mohamed Basma, CFA1

None

1 As of December 31, 2022.

 

PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE


PART C.
OTHER INFORMATION
Item 28. Exhibits 
28 (a)(1)
28 (a)(2)
28 (a)(3)
28 (a)(4)
28 (a)(5)
28 (a)(6)
28 (a)(7)
28 (a)(8)
28 (a)(9)
28 (a)(10)
28 (a)(11)
28 (a)(12)
28 (a)(13)
28 (a)(14)
C-1

28 (a)(15)
28 (a)(16)
28 (a)(17)
28 (a)(18)
28 (a)(19)
28 (a)(20)
28 (a)(21)
28 (a)(22)
28 (a)(23)
28 (a)(24)
28 (a)(25)
28 (a)(26)
28 (a)(27)
28 (a)(28)
C-2

28 (a)(29)
28 (a)(30)
28 (a)(31)
28 (a)(32)
28 (a)(33)
28 (a)(34)
28 (a)(35)
28 (a)(36)
28 (a)(37)
28 (a)(38)
28 (a)(39)
28 (a)(40)
28 (a)(41)
28 (a)(42)
28 (a)(43)
C-3

28 (a)(44)
28 (a)(45)
28 (a)(46)
28 (a)(47)
28 (a)(48)
28 (a)(49)
28 (a)(50)
28 (a)(51)
28 (a)(52)
28 (a)(53)
28 (a)(54)
28 (a)(55)
28 (a)(56)
28 (a)(57)
28 (a)(58)
C-4

28 (a)(59)
28 (a)(60)
28 (a)(61)
28 (a)(62)
28 (a)(63)
28 (a)(64)
28 (a)(65)
28 (a)(66)
28 (b)(1)
28 (c)(1)
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.
28 (d)(1)
28 (d)(1)(i)
28 (d)(1)(ii)
C-5

28 (d)(1)(iii)
28 (d)(1)(iv)
28 (d)(1)(v)
28 (d)(2)
28 (d)(2)(i)
28 (d)(2)(ii)
28 (d)(2)(iii)
28 (d)(3)
28 (d)(3)(i)
28 (d)(3)(ii)
28 (d)(3)(iii)
C-6

28 (d)(4)
28 (d)(4)(i)
28 (d)(5)
28 (d)(5)(i)
28 (d)(6)
28 (d)(6)(i)
28 (d)(6)(ii)
28 (d)(6)(iii)
28 (d)(6)(iv)
28 (d)(6)(v)
28 (e)(1)
28 (e)(1)(i)
C-7

28 (e)(2)
28 (f)(1)
28 (g)(1)
28 (g)(1)(i)
28 (g)(1)(ii)
28 (g)(2)
28 (g)(2)(i)
28 (g)(2)(ii)
28 (g)(2)(iii)
28 (g)(2)(iv)
28 (g)(3)
28 (g)(4)
28 (g)(4)(i)
28 (g)(4)(ii)
28 (g)(4)(iii)
C-8

28 (g)(5)
28 (g)(5)(i)
28 (g)(5)(ii)
28 (g)(5)(iii)
28 (g)(5)(iv)
28 (g)(6)
28 (g)(6)(i)
28 (g)(6)(ii)
28 (g)(6)(iii)
28 (h)(1)
28 (h)(1)(i)
28 (h)(1)(ii)
28 (h)(1)(iii)
C-9

28 (h)(1)(iv)
28 (h)(1)(v)
28 (h)(1)(vi)
28 (h)(1)(vii)
28 (h)(1)(viii)
28 (h)(1)(ix)
28 (h)(1)(x)
28 (h)(2)
28 (h)(2)(i)
28 (h)(3)
28 (h)(3)(i)
28 (h)(4)
28 (h)(5)
28 (i)(1)
C-10

28 (i)(2)
28 (i)(3)
28 (i)(4)
28 (i)(5)
28 (i)(6)
28 (i)(7)
28 (i)(8)
28 (i)(9)
28 (i)(10)
28 (i)(11)
28 (i)(12)
28 (i)(13)
28 (i)(14)
28 (i)(15)
28 (i)(16)
C-11

28 (i)(17)
28 (i)(18)
28 (i)(19)
28 (i)(20)
28 (i)(21)
28 (i)(22)
28 (i)(23)
28 (i)(24)
28 (i)(25)
28 (i)(26)
28 (j)(1)
Not applicable.
28 (j)(2)
Not applicable.
28 (k)
Not applicable.
28 (l)
Not applicable.
28 (m)(1)
28 (m)(1)(i)
28 (m)(2)
C-12

28 (m)(3)
28 (m)(3)(i)
28 (m)(4)
28 (m)(5)
28 (m)(5)(i)
28 (m)(6)
28 (n)(1)
28 (n)(1)(i)
28 (o)
Not applicable.
28 (p)(1)
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
C-13

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
C-14

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.  
INVESTMENT ADVISER
FILE NO.
Voya Investments, LLC
801-48282
Voya Investment Management Co. LLC
801-9046
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:
 
Name and Principal Business Address
Positions and Offices with Voya Investments
Distributor, LLC
Positions and Offices with the Registrant
Stephen Easton
One Orange Way
Windsor, Connecticut 06095
Chief Compliance Officer
None
Huey P. Falgout, Jr.
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Secretary
None
C-15

Name and Principal Business Address
Positions and Offices with Voya Investments
Distributor, LLC
Positions and Offices with the Registrant
James M. Fink
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Senior Vice President
Executive Vice President
Stacy L. Hughes
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Chief Information Security Officer
None
Michelle P. Luk
230 Park Avenue
New York, New York 10169
Senior Vice President and Treasurer
None
Francis G. O’Neill
One Orange Way
Windsor, Connecticut 06095
Senior Vice President and Chief Risk
Officer
None
Niccole A. Peck
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Vice President and Assistant Treasurer
None
Monia Piacenti
One Orange Way
Windsor, Connecticut 06095
Anti-Money Laundering Officer
Anti-Money Laundering Officer
Justina Y. Richards
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Vice President and Assistant Treasurer
None
Andrew K. Schlueter
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Senior Vice President
Senior Vice President
Robert P. Terris
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Senior Vice President
Senior Vice President
Jacob J. Tuzza
230 Park Avenue
New York, New York 10169
Director, President, and Chief Executive
Officer
None
Katrina M. Walker
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Vice President and Assistant Treasurer
None
Catrina Willingham
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Vice President, Chief Financial Officer,
Controller, and Financial and Operations
Principal
None
(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: 
(a)
Voya Funds Trust
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(b)
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
C-16

(c)
Voya Investments Distributor, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(d)
The Bank of New York Mellon
225 Liberty Street
New York, New York 10286
(e)
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
(f)
Voya Investment Management Co. LLC
230 Park Avenue
New York, New York 100169
Item 34. Management Services
N/A
Item 35. Undertakings
None
C-17


SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment No. 128 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and the State of Arizona on the 2nd day of May 2023.

VOYA FUNDS TRUST

By /s/ Joanne F. Osberg

Joanne F. Osberg

Secretary




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings