Prospectus
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Voya MidCap Opportunities Portfolio
Class/Ticker: ADV/IAMOX; I/IIMOX; R6/VMCRX; S/ISMOX; S2/IMOPX
•
Voya SmallCap Opportunities Portfolio
Class/Ticker: ADV/ISOPX; I/IVSOX; R6/VRSCX; S/IVPOX; S2/ISCTX
Each Portfolio's shares may be offered to insurance company separate accounts serving as investment options under variable annuity contracts and variable life insurance policies (“Variable Contracts”), qualified pension and retirement plans (“Qualified Plans”), custodial accounts, and certain investment advisers and their affiliates in connection with the creation or management of the Portfolios, other investment companies, and other permitted investors.
NOT ALL PORTFOLIOS MAY BE AVAILABLE IN ALL JURISDICTIONS, UNDER ALL VARIABLE CONTRACTS OR UNDER ALL QUALIFIED PLANS.
The U.S. Securities and Exchange Commission (the “SEC”) has not approved or disapproved these securities nor has the SEC judged whether the information in this Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
NOT ALL PORTFOLIOS MAY BE AVAILABLE IN ALL JURISDICTIONS, UNDER ALL VARIABLE CONTRACTS OR UNDER ALL QUALIFIED PLANS.
The U.S. Securities and Exchange Commission (the “SEC”) has not approved or disapproved these securities nor has the SEC judged whether the information in this Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
Table of Contents
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SUMMARY SECTION
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35 | |
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38 | |
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Back Cover |
Expenses you pay each year as a % of the value of your investment
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Class |
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ADV |
I |
R6 |
S |
S2 |
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Management Fees |
% |
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Distribution and/or Shareholder Services (12b-1) Fees |
% |
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Other Expenses |
% |
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Total Annual Portfolio Operating Expenses |
% |
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Waivers and Reimbursements2
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% |
( |
( |
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( |
( |
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Total Annual Portfolio Operating Expenses After Waivers and
Reimbursements |
% |
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1
2
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Class |
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1 Yr |
3 Yrs |
5 Yrs |
10 Yrs |
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ADV |
$ |
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I |
$ |
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R6 |
$ |
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S |
$ |
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S2 |
$ |
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1
Voya MidCap Opportunities Portfolio
Principal Risks
Voya MidCap Opportunities Portfolio
2
Voya MidCap Opportunities Portfolio
3
Voya MidCap Opportunities Portfolio
4
Voya MidCap Opportunities Portfolio
5
(as of December 31 of each year)
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(for the periods ended December 31, 2025)
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1 Yr |
5 Yrs |
10 Yrs |
Since
Inception |
Inception
Date |
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Class ADV |
% |
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N/A |
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Russell 3000® Index1
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% |
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N/A |
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Russell Midcap® Growth Index1
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% |
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N/A |
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Russell Midcap® Index1
|
% |
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N/A |
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Class I |
% |
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N/A |
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|
Russell 3000® Index1
|
% |
|
|
|
N/A |
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Russell Midcap® Growth Index1
|
% |
|
|
|
N/A |
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|
Russell Midcap® Index1
|
% |
|
|
|
N/A |
|
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Class R6 |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
|
|
|
N/A |
|
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Russell Midcap® Growth Index1
|
% |
|
|
|
N/A |
|
|
Russell Midcap® Index1
|
% |
|
|
|
N/A |
|
|
Class S |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
|
|
|
N/A |
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|
Russell Midcap® Growth Index1
|
% |
|
|
|
N/A |
|
|
Russell Midcap® Index1
|
% |
|
|
|
N/A |
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|
Class S2 |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
|
|
|
N/A |
|
|
Russell Midcap® Growth Index1
|
% |
|
|
|
N/A |
|
|
Russell Midcap® Index1
|
% |
|
|
|
N/A |
|
1
Portfolio Management
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Investment Adviser |
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Voya Investments, LLC |
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Sub-Adviser |
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Voya Investment Management Co. LLC |
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Portfolio Managers |
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Kristy Finnegan, CFA
Portfolio Manager (since 8/2019) |
Leigh Todd, CFA
Portfolio Manager (since 12/2021) |
Purchase and Sale of Portfolio Shares
Shares of the Portfolio are not offered directly to the public. Purchase and sale of shares may be made only by separate accounts of insurance companies serving as investment options under Variable Contracts or by Qualified Plans, custodian accounts, and certain investment advisers and their affiliates, other investment companies, or permitted investors. Please refer to the prospectus for the appropriate insurance company separate account, investment company, or your plan documents
Voya MidCap Opportunities Portfolio
6
for information on how to direct investments in, or sale from, an investment option corresponding to the Portfolio and any fees that may apply. Participating insurance companies and certain other designated organizations are authorized to receive purchase orders on the Portfolio's behalf.
Tax Information
Distributions made by the Portfolio to a Variable Contract or Qualified Plan, and exchanges and redemptions of Portfolio shares made by a Variable Contract or Qualified Plan, ordinarily do not cause the corresponding contract holder or plan participant to recognize income or gain for U.S. federal income tax purposes. See the Variable Contract prospectus or the governing documents of your Qualified Plan for information regarding the U.S. federal income tax treatment of the distributions to your Variable Contract or Qualified Plan and the holders of the contracts or plan participants.
Payments to Broker-Dealers and Other Financial Intermediaries
If you invest in the Portfolio through a Variable Contract issued by an insurance company or through a Qualified Plan that, in turn, was purchased or serviced through an insurance company, broker-dealer or other financial intermediary, the Portfolio and its Investment Adviser or distributor or their affiliates may: (1) make payments to the insurance company issuer of the Variable Contract or to the company servicing the Qualified Plan and (2) make payments to the insurance company, broker-dealer, or other financial intermediary. These payments may create a conflict of interest by: (1) influencing the insurance company or the company servicing the Qualified Plan to make the Portfolio available as an investment option for the Variable Contract or the Qualified Plan or (2) influencing the broker-dealer or other intermediary and your salesperson to recommend the Variable Contract or the pension servicing agent and/or the Portfolio over other options. Ask your salesperson or Qualified Plan administrator or visit your financial intermediary's website for more information.
Voya MidCap Opportunities Portfolio
7
Expenses you pay each year as a % of the value of your investment
|
Class |
|
ADV |
I |
R6 |
S |
S2 |
|
Management Fees |
% |
|
|
|
|
|
|
Distribution and/or Shareholder Services (12b-1) Fees |
% |
|
|
|
|
|
|
Other Expenses |
% |
|
|
|
|
|
|
Total Annual Portfolio Operating Expenses2
|
% |
|
|
|
|
|
|
Waivers and Reimbursements3
|
% |
( |
( |
|
( |
( |
|
Total Annual Portfolio Operating Expenses After Waivers and
Reimbursements |
% |
|
|
|
|
|
1
2
3
|
Class |
|
1 Yr |
3 Yrs |
5 Yrs |
10 Yrs |
|
ADV |
$ |
|
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|
I |
$ |
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R6 |
$ |
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S |
$ |
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S2 |
$ |
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8
Voya SmallCap Opportunities Portfolio
Principal Risks
Voya SmallCap Opportunities Portfolio
9
Voya SmallCap Opportunities Portfolio
10
Voya SmallCap Opportunities Portfolio
11
(as of December 31 of each year)
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|
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|
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|
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(for the periods ended December 31, 2025)
|
|
|
1 Yr |
5 Yrs |
10 Yrs |
Since
Inception |
Inception
Date |
|
Class ADV |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
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N/A |
|
|
Russell 2000® Growth Index1
|
% |
|
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|
N/A |
|
|
Russell 2000® Index1
|
% |
|
|
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N/A |
|
Voya SmallCap Opportunities Portfolio
12
|
|
|
1 Yr |
5 Yrs |
10 Yrs |
Since
Inception |
Inception
Date |
|
Class I |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Growth Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Index1
|
% |
|
|
|
N/A |
|
|
Class R6 |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Growth Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Index1
|
% |
|
|
|
N/A |
|
|
Class S |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Growth Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Index1
|
% |
|
|
|
N/A |
|
|
Class S2 |
% |
|
|
|
N/A |
|
|
Russell 3000® Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Growth Index1
|
% |
|
|
|
N/A |
|
|
Russell 2000® Index1
|
% |
|
|
|
N/A |
|
1
Portfolio Management
|
Investment Adviser |
|
Voya Investments, LLC |
|
Sub-Adviser |
|
Voya Investment Management Co. LLC |
|
Portfolio Managers |
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|
Mitchell S. Brivic, CFA
Portfolio Manager (since 2/2022) |
Michael C. Coyne, CFA
Portfolio Manager (since 2/2022) |
|
Joel Rubenstein
Portfolio Manager (since 11/2024) |
|
Purchase and Sale of Portfolio Shares
Shares of the Portfolio are not offered directly to the public. Purchase and sale of shares may be made only by separate accounts of insurance companies serving as investment options under Variable Contracts or by Qualified Plans, custodian accounts, and certain investment advisers and their affiliates, other investment companies, or permitted investors. Please refer to the prospectus for the appropriate insurance company separate account, investment company, or your plan documents for information on how to direct investments in, or sale from, an investment option corresponding to the Portfolio and any fees that may apply. Participating insurance companies and certain other designated organizations are authorized to receive purchase orders on the Portfolio's behalf.
Tax Information
Distributions made by the Portfolio to a Variable Contract or Qualified Plan, and exchanges and redemptions of Portfolio shares made by a Variable Contract or Qualified Plan, ordinarily do not cause the corresponding contract holder or plan participant to recognize income or gain for U.S. federal income tax purposes. See the Variable Contract prospectus or the governing documents of your Qualified Plan for information regarding the U.S. federal income tax treatment of the distributions to your Variable Contract or Qualified Plan and the holders of the contracts or plan participants.
Payments to Broker-Dealers and Other Financial Intermediaries
If you invest in the Portfolio through a Variable Contract issued by an insurance company or through a Qualified Plan that, in turn, was purchased or serviced through an insurance company, broker-dealer or other financial intermediary, the Portfolio and its Investment Adviser or distributor or their affiliates may: (1) make payments to the insurance company issuer of the Variable Contract or to the company servicing the Qualified Plan and (2) make payments to the insurance company, broker-dealer, or other financial intermediary. These payments may create a conflict of interest by: (1) influencing the insurance company or the company servicing the Qualified Plan to make the Portfolio available as an investment option for the Variable Contract or the Qualified Plan or (2) influencing the broker-dealer or other intermediary and your salesperson to recommend the Variable Contract or the pension servicing agent and/or the Portfolio over other options. Ask your salesperson or Qualified Plan administrator or visit your financial intermediary's website for more information.
Voya SmallCap Opportunities Portfolio
13
KEY PORTFOLIO INFORMATION
This Prospectus contains information about each Portfolio and is designed to provide you with important information to help you with your investment decisions. Please read it carefully and keep it for future reference.
Each Portfolio's Statement of Additional Information (the “SAI”) is incorporated by reference into (legally made a part of) this Prospectus. It identifies investment restrictions, more detailed risk descriptions, a description of how the bond rating system works, and other information that may be helpful to you in your decision to invest. You may obtain a copy, without charge, from each Portfolio.
Neither this Prospectus, nor the related SAI, nor other communications to shareholders, such as proxy statements, is intended, or should be read, to be or give rise to an agreement or contract between Voya Variable Products Trust (the “Trust”), the Board of Trustees (the “Board”), or each Portfolio and any investor, or to give rise to any rights to any shareholder or other person other than any rights under U.S. federal or state law.
Other Voya mutual funds may also be offered to the public that have similar names, investment objectives, and principal investment strategies as those of a Portfolio. You should be aware that each Portfolio is likely to differ from these other Voya mutual funds in size and cash flow pattern, as well as other factors. Accordingly, the performance of each Portfolio can be expected to vary from the performance of other Voya mutual funds.
Other mutual funds and/or funds-of-funds may invest in a Portfolio. So long as a Portfolio accepts investments by other investment companies, it will not purchase securities of other investment companies, except 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 “1940 Act”).
Each Portfolio is a series of the Trust, a Massachusetts business trust. Each Portfolio is managed by Voya Investments, LLC (“Voya Investments” or the “Investment Adviser”).
Portfolio shares may be classified into different classes of shares. The classes of shares of a Portfolio would be substantially the same except for different expenses, certain related rights, and certain shareholder services. All share classes of a Portfolio have a common investment objective and investment portfolio.
Fundamental Investment Policies
Fundamental investment policies contained in the SAI may not be changed without shareholder approval. Other policies and investment strategies may be changed without a shareholder vote.
Portfolio Diversification
Each Portfolio is diversified, as such term is defined in the 1940 Act. A diversified fund may not, as to 75% of its total assets, invest more than 5% of its total assets in any one issuer and may not purchase more than 10% of the outstanding voting securities of any one issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or other investment companies). A non-diversified fund is not limited by the 1940 Act in the percentage of its assets that it may invest in the obligations of a single issuer.
Investor Diversification
Although each Portfolio is designed to serve as a component of a diversified investment portfolio of securities, no single mutual fund can provide an appropriate investment program for all investors. You should evaluate a Portfolio in the context of your personal financial situation, investment objectives, and other investments.
Temporary Defensive Positions
When the Investment Adviser or the sub-adviser (the “Sub-Adviser”) anticipates adverse or unusual market, economic, political, or other conditions, a Portfolio may temporarily depart from its principal investment strategies as a defensive measure. In such circumstances, a Portfolio may make investments believed to present less risk, such as cash, cash equivalents, money market fund shares and other money market instruments, higher quality debt instruments, more liquid securities, or others. While a Portfolio invests defensively, it may not achieve its investment objective. A Portfolio's defensive investment position may not be effective in protecting its value. It is impossible to predict accurately how long such defensive position may be utilized.
14
KEY PORTFOLIO INFORMATION (continued)
Percentage and Rating Limitations
Unless otherwise indicated or as required by applicable law or regulation, the percentage and rating limitations on Portfolio investments listed in this Prospectus apply at the time of investment. If such a limitation is complied with at the time of an investment, any subsequent change in percentage resulting from a change in values or assets or a change in market capitalization of a company, or any subsequent change in rating, will generally not constitute a violation of that limitation.
Investment Not Guaranteed
Please note your investment is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency.
Shareholder Reports
Each Portfolio's fiscal year ends December 31. Shareholders are provided with annual and semi-annual shareholder reports that highlight key information to shareholders. Other information, including financial statements, is available on the Voya funds’ website (https://individuals.voya.com/literature), delivered free of charge upon request, and filed with the SEC on a semi-annual basis on Form N-CSR. You may elect to receive shareholder reports and other communications from a fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 1-800-992-0180 or by sending an e-mail request to Voyaim_literature@voya.com.
15
MORE INFORMATION ABOUT THE PORTFOLIOS
Additional Information About the Investment Objective
Each Portfolio's investment objective is non-fundamental and may be changed by a vote of the Board, without shareholder approval. A Portfolio will provide 60 days' prior written notice of any change in a non-fundamental investment objective. There is no guarantee a Portfolio will achieve its investment objective.
Additional Information About Principal Investment Strategies
For a complete description of each Portfolio's principal investment strategies, please see the Portfolio's summary prospectus or the Portfolio’s summary section in this Prospectus.
Additional Information About 80% Investment Policies Related to Portfolio Names
The Portfolios have adopted a policy to invest in accordance with the investment focus that the Portfolio’s name suggests, as set forth in the table below (the “80% Investment Policy”). A Portfolio will provide shareholders with at least 60 days' prior notice of any change in its 80% Investment Policy.
For purposes of satisfying its 80% Investment Policy, each Portfolio listed below may also invest in derivatives and other synthetic instruments and other investment companies, including ETFs, as applicable, that provide investment exposure to, or exposure to risk factors associated with, the investment focus that the Portfolio's name suggests.
|
Portfolio |
80% Investment Policy |
Additional Information About the 80%
Investment Policy |
|
Voya MidCap Opportunities Portfolio |
Under normal circumstances, the Portfolio
invests at least 80% of its net assets (plus
the amount of any borrowings for
investment purposes) in investments tied
to mid-capitalization companies. |
For purposes of this 80% policy,
mid-capitalization companies means
companies with market capitalizations
that fall within the capitalization range of
companies within the Russell Midcap®
Growth Index. |
|
Voya SmallCap Opportunities Portfolio |
Under normal circumstances, the Portfolio
invests at least 80% of its net assets (plus
the amount of any borrowings for
investment purposes) in investments tied
to small-capitalization companies. |
For purposes of this 80% policy,
small-capitalization companies means
companies with market capitalizations
that fall within the capitalization range of
companies within the Russell 2000®
Index. |
Additional Information About the Principal Risks
All mutual funds involve risk—some more than others—and there is always the chance that you could lose money or not earn as much as you hope. Each Portfolio's risk profile is largely a factor of the principal securities in which it invests and investment techniques that it uses. Below is a discussion of the principal risks associated with certain types of the investments in which a Portfolio may invest and certain of the investment practices that a Portfolio may use. The discussion below expands on the risks included in each Portfolio's summary section of the Prospectus. The principal risks are presented in alphabetical order to facilitate readability, and their order does not imply that the realization of one risk is more likely to occur or have a greater adverse impact than another risk.
Many of the investment techniques and strategies discussed in this Prospectus and in the SAI are discretionary, which means that the Investment Adviser or Sub-Adviser, as the case may be, can decide whether to use them. A Portfolio may invest in these securities or use these techniques as part of its principal investment strategies. However, the Investment Adviser or Sub-Adviser may also use these investment techniques or make investments in securities that are not a part of a Portfolio’s principal investment strategies.
For more information about these and other types of securities and investment techniques that may be used by each Portfolio, see the SAI.
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.
16
MORE INFORMATION ABOUT THE PORTFOLIOS (continued)
Currency: To the extent that a 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. Currency rates may fluctuate significantly over short periods of time. Currency rates may be affected by changes in market interest rates, intervention (or the failure to intervene) by the U.S. or foreign (non-U.S.) governments, central banks or supranational entities such as the International Monetary Fund, by the imposition of currency controls, or other political or economic developments in the U.S. or abroad.
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 a Portfolio. Therefore, the purchase of certain derivatives may have an economic leveraging effect on a Portfolio and exaggerate any increase or decrease in the net asset value. Derivatives may not perform as expected, so a 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. Generally, derivatives are sophisticated financial instruments whose performance is derived, at least in part, from the performance of an underlying asset, reference rate, or index. Derivatives include, among other things, swap agreements, options, forward foreign currency exchange contracts, and futures. Certain derivatives in which a Portfolio may invest may be negotiated over-the-counter with a single counterparty and as a result are subject to credit risks related to the counterparty’s ability or willingness to perform its obligations; any deterioration in the counterparty’s creditworthiness could adversely affect the value of the derivative. In addition, derivatives and their underlying instruments may experience periods of illiquidity which could cause a Portfolio to hold a position it might otherwise sell, or to sell a position it otherwise might hold at an inopportune time or price. A manager might imperfectly judge the direction of the market. For instance, if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate to the market’s movements and may have unexpected or undesired results such as a loss or a reduction in gains. The U.S. government has enacted legislation that provides for regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union (and other jurisdictions outside of the European Union, including the United Kingdom) has implemented or is in the process of implementing similar requirements, which may affect a Portfolio when it enters into a derivatives transaction with a counterparty organized in that jurisdiction or otherwise subject to that jurisdiction’s derivatives regulations. Because these requirements continue to evolve, their ultimate impact remains unclear. Central clearing is expected to reduce counterparty credit risk and increase liquidity; however, there is no assurance that it will achieve that result, and, in the meantime, central clearing and related requirements expose a Portfolio to different kinds of costs and risks.
Environmental, Social, and Governance (Equity): The Sub-Adviser’s consideration of ESG factors in selecting investments for a 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 a 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 a 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.
Focused Investing: To the extent that a Portfolio invests a substantial portion of its assets in securities of a particular industry, sector, market segment, or geographic area, the Portfolio may be more sensitive to financial, economic, business, political, regulatory, and other developments and conditions, including natural or other disasters, affecting issuers in a particular industry, sector, market segment, or geographic area in which the Portfolio focuses its investments, and if securities of such industry, sector, market segment, or geographic area fall out of favor, the Portfolio could underperform, or be more volatile than, a fund that has greater diversification.
17
MORE INFORMATION ABOUT THE PORTFOLIOS (continued)
•
Consumer Sectors: Investments in companies involved in the consumer sectors may be affected by changes in the domestic and international economies, exchange rates, competition, consumers’ disposable income, and consumer preferences.
•
Health Care Sector: Investments in companies involved in the health care sector are strongly affected by worldwide scientific or technological developments. Products sold by companies in the health care sector may rapidly become obsolete and are also often dependent on access to resources and the company’s ability to receive patents from regulatory agencies. Many health care companies also are subject to significant government regulation and may be affected by changes in governmental policies. As a result, investments in health care companies include the risk that the economic prospects, and the share prices, of such companies can fluctuate dramatically.
•
Industrials Sector: Companies involved in the industrials sector include those whose businesses are dominated by one of the following activities: the manufacture and distribution of capital goods, including aerospace and defense, construction, engineering and building products, electrical equipment, and industrial machinery; the provision of commercial services and supplies, including printing, employment, environmental, and office services; and the provision of transportation services, including airlines, couriers, marine, road and rail, and transportation infrastructure. Companies involved in the industrials sector are affected by changes in the supply and demand for products and services, product obsolescence, claims for environmental damage or product liability, and general economic conditions, among other factors.
•
Technology Sector: Investments in companies involved in the technology sector are subject to significant competitive pressures, such as aggressive pricing of products or services, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments, evolving industry standards, changing customer demands, and the potential for limited earnings and/or falling profit margins. The failure of a company to adapt to such changes could have a material adverse effect on the company’s business, results of operations, and financial condition. These companies also face the risks that new services, equipment, or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result, the values of their securities. Many companies involved in the technology sector have limited operating histories, and prices of these companies’ securities historically have been more volatile than those of many other companies’ securities, especially over the short term.
Foreign (Non-U.S.) Investments/Developing and Emerging Markets: To the extent a Portfolio invests in securities of issuers in markets outside the U.S., its share price may be more volatile than if it invested in securities of issuers in the U.S. market due to, among other things, the following factors: comparatively unstable political, social, and economic conditions and limited or ineffectual judicial systems; wars; comparatively small market sizes, making securities less liquid and securities prices more sensitive to the movements of large investors and more vulnerable to manipulation; governmental policies or actions, such as high taxes, restrictions on currency movements, replacement of currency, potential for default on sovereign debt, trade or diplomatic disputes, 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, creation of monopolies, and seizure of private property through confiscatory taxation and expropriation or nationalization of company assets; incomplete, outdated, or unreliable information about securities issuers due to less stringent market regulation and accounting, auditing and financial reporting standards and practices; comparatively undeveloped markets and weak banking and financial systems; market inefficiencies, such as higher transaction costs, and administrative difficulties, such as delays in processing transactions; and fluctuations in foreign currency exchange rates, which could reduce gains or widen losses.
Economic or other sanctions imposed on a foreign (non-U.S.) country or issuer by the U.S. or on the U.S. by a foreign (non-U.S.) country, could impair a Portfolio's ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. In addition, foreign withholding or other taxes could reduce the income available for distribution to shareholders, and special U.S. tax considerations could apply to foreign (non-U.S.) investments. Depositary receipts are subject to risks of foreign (non-U.S.) investments and might not always track the price of the underlying foreign (non-U.S.) security. 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.
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MORE INFORMATION ABOUT THE PORTFOLIOS (continued)
The United Kingdom (the “UK”) left the European Union (the “EU”) on January 31, 2020 (commonly known as “Brexit”). The UK and the EU entered into a Trade and Cooperation Agreement that sets out the agreement for certain parts of the future relationship from January 1, 2021, but uncertainty remains in certain areas regarding the future UK-EU relationship.
From January 1, 2021, EU laws ceased to apply in the UK, with many being assimilated into UK law. The UK government has enacted legislation to repeal, replace or make substantial amendments to these laws, with a view to them being replaced by purely domestic legislation. The process of revoking EU laws and replacing them with bespoke UK laws has already begun, creating unpredictable consequences for financial markets and investments. Brexit could significantly impact the UK, European, and global macroeconomic conditions, leading to prolonged political, legal, regulatory, tax, and economic uncertainty. This uncertainty may affect opportunities, pricing, availability, and cost of financing, regulation, values, or exit opportunities of companies or assets based in, doing business with, or having significant relationships in the UK or EU.
Additionally, certain European countries have developed increasingly strained relationships with the U.S., and if these relations were to worsen, they could adversely affect European issuers that rely on the U.S. for trade. Moreover, the national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example, secessionist movements. The governments of European countries may be subject to change and such countries may experience social and political unrest.
Foreign (non-U.S.) investment risks may be greater in developing and emerging markets than in developed markets, for such reasons as social or political unrest, heavy economic dependence on international aid, agriculture or exports (particularly commodities), undeveloped or overburdened infrastructures and legal systems, vulnerability to natural disasters, significant and unpredictable government intervention in markets or the economy, volatile currency exchange rates, currency devaluations, runaway inflation, business practices that depart from norms for developed countries, and generally less developed or liquid markets. In certain emerging market countries, governments participate to a significant degree, through ownership or regulation, in their respective economies. Action by these governments could have a significant adverse effect on market prices of securities and payments of dividends. The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign (non-U.S.) countries. Investors in foreign (non-U.S.) countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and other authorities to bring and enforce actions against foreign (non-U.S.) issuers or persons is limited. Settlement and asset custody practices for transactions in emerging markets may differ from those in developed markets. Such differences may include possible delays in settlement and certain settlement practices, such as delivery of securities prior to receipt of payment, which increases the likelihood of a “failed settlement.” Failed settlements can result in losses.
In addition, the Holding Foreign Companies Accountable Act (the “HFCAA”) could cause securities of a foreign (non-U.S.) company, including American Depositary Receipts, to be delisted from U.S. stock exchanges if the company does not allow the U.S. government to oversee the auditing of its financial information. Although the requirements of the HFCAA apply to securities of all foreign (non-U.S.) issuers, the SEC has thus far limited its enforcement efforts to securities of Chinese companies. If securities are delisted, a Portfolio’s ability to transact in such securities will be impaired, and the liquidity and market price of the securities may decline. A Portfolio may also need to seek other markets in which to transact in such securities, which could increase the Portfolio’s costs.
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. Growth-oriented stocks typically sell at relatively high valuations as compared to other types of securities. Securities of growth companies may be more volatile than other stocks because they usually invest a high portion of earnings in their business, and they may lack the dividends of value-oriented stocks that can cushion stock prices in a falling market. The market may not favor growth-oriented stocks or may not favor equities at all. In addition, earnings disappointments may lead to sharply falling prices because investors buy growth-oriented stocks in anticipation of superior earnings growth. Historically, growth-oriented stocks have been more volatile than value-oriented stocks.
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MORE INFORMATION ABOUT THE PORTFOLIOS (continued)
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 a Portfolio. Proprietary investment models used by the Sub-Adviser to evaluate securities or securities markets are based on the Sub-Adviser’s understanding of the interplay of market factors and do not assure successful investment. The markets, or the price of individual securities, may be affected by factors not foreseen in the construction of the proprietary investment models. Portfolios that are actively managed, in whole or in part, according to a quantitative investment model (including models that utilize forms of artificial intelligence, such as machine learning) can perform differently from the market, based on the investment model and the factors used in the analysis, the weight placed on each factor, and changes from the factors’ historical trends. Technical issues in the design, development, implementation, application, and maintenance of the models (e.g., stale or inaccurate data, human error, programming or other software issues, coding errors, and technology failures) may create errors or limitations that might go undetected or are discovered only after the errors or limitations have negatively impacted performance.
Liquidity: If a security is illiquid, a 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 a 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 a 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.
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 a Portfolio to achieve its investment objectives.
Market Disruption and Geopolitical: A 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 a Portfolio's investments, including beyond a 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.)
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MORE INFORMATION ABOUT THE PORTFOLIOS (continued)
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 a Portfolio’s investments. Any of these occurrences could disrupt the operations of a 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 a 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 a 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.
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.
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 a Portfolio’s expenses. The investment policies of the other investment companies may not be the same as those of a Portfolio; as a result, an investment in the other investment companies may be subject to additional or different risks than those to which a Portfolio is typically subject.
ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index. Additional risks of investments in ETFs include that: (i) an active trading market for an ETF’s shares may not develop or be maintained; or (ii) trading may be halted if the listing exchanges’ officials deem such action appropriate, the shares are delisted from an exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts trading of an ETF’s shares. 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.
Portfolio Turnover: A high portfolio turnover rate may increase transaction costs, which may lower a Portfolio’s performance and may increase the likelihood of capital gains distributions.
Real Estate Companies and Real Estate Investment Trusts: Investing in real estate companies and REITs may subject a 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. Some REITs may invest in a limited number of properties, in a narrow geographic area or in a single property type, which increases the risk that a Portfolio could be unfavorably affected by the poor performance of a single investment or investment type. These companies are also sensitive to factors such as changes in real estate values and property taxes, market interest rates, cash flow of underlying real estate assets, supply and demand, and the management skill and creditworthiness of the issuer. Borrowers could default on or sell investments the REIT holds, which could reduce the cash flow needed to make distributions to investors. 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. A Portfolio will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests.
Securities Lending: Securities lending involves two primary risks: “ investment risk ” and “ borrower default risk. ” When lending securities, a Portfolio will receive cash or U.S. government securities as collateral. Investment risk is the risk that a Portfolio will lose money from the investment of the cash collateral received from the borrower. Borrower default
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MORE INFORMATION ABOUT THE PORTFOLIOS (continued)
risk is the risk that a 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 a Portfolio to be more volatile. The use of leverage may increase expenses and increase the impact of a Portfolio’s other risks.
A Portfolio seeks to minimize investment risk by limiting the investment of cash collateral to high-quality instruments of short maturity. In the event of a borrower default, a Portfolio will be protected to the extent the Portfolio is able to exercise its rights in the collateral promptly and the value of such collateral is sufficient to purchase replacement securities. A Portfolio is protected by its securities lending agent, which has agreed to indemnify the Portfolio from losses resulting from borrower default.
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 a 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, a 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.
Further Information About Principal Risks
The following provides additional information about certain aspects of the principal risks described above.
Counterparty: The entity with which a Portfolio conducts portfolio-related business (such as trading or securities lending), or that underwrites, distributes or guarantees investments or agreements that the Portfolio owns or is otherwise exposed to, may refuse or may become unable to honor its obligations under the terms of a transaction or agreement. As a result, a Portfolio may sustain losses and be less likely to achieve its investment objective. A Portfolio may obtain no or limited recovery in a bankruptcy or other reorganizational proceedings, and any recovery may be significantly delayed. Transactions that a Portfolio enters into may involve counterparties in the financials sector and, as a result, events affecting the financials sector may cause a Portfolio’s NAV to fluctuate. These risks may be greater when engaging in over-the-counter transactions or when a Portfolio conducts business with a limited number of counterparties.
Duration: One measure of risk for debt instruments is duration. Duration measures the sensitivity of a bond’s price to market interest rate movements and is one of the tools used by a portfolio manager in selecting debt instruments. Duration measures the average life of a bond on a present value basis by incorporating into one measure a bond’s yield, coupons, final maturity and call features. As a point of reference, the duration of a non-callable 7% coupon bond with a remaining maturity of 5 years is approximately 4.5 years and the duration of a non-callable 7% coupon bond with a remaining maturity of 10 years is approximately 8 years. Material changes in market interest rates may impact the duration calculation. For example, the price of a bond with an average duration of 5 years would be expected to fall approximately 5% if market interest rates rose by 1%. Conversely, the price of a bond with an average duration of 5 years would be expected to rise approximately 5% if market interest rates dropped by 1%.
Inflation: Inflation risk is the risk that the value of assets or income from a Portfolio's investments will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the value of a Portfolio could decline. Inflation rates may change frequently and drastically as a result of various factors and a Portfolio's investments may not keep pace with inflation, which may result in losses to the Portfolio’s investors or adversely affect the value of shareholders' investments in the Portfolio.
Investment by Other Funds: Certain funds-of-funds, including some Voya funds, may invest in a Portfolio. If investments by these other funds result in large inflows or outflows of cash from a Portfolio, a Portfolio could be required to sell securities or invest cash at times, or in ways, that could, among other things, negatively impact its performance,
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MORE INFORMATION ABOUT THE PORTFOLIOS (continued)
speed the realization of capital gains, increase its portfolio turnover, affect the liquidity of its portfolio, or increase transaction costs. The manager will monitor transactions by such funds-of-funds and will attempt to minimize any adverse effects these transactions may have on a Portfolio. If shares of a Portfolio are purchased by another fund in reliance on Section 12(d)(1)(G) of the 1940 Act or Rule 12d1-4 thereunder and the Portfolio purchases shares of other investment companies in reliance on Rule 12d1-4, the Portfolio will not be able to make new investments in other funds, including private funds, if, as a result of such investment, more than 10% of the Portfolio’s assets would be invested in other funds or private funds, subject to certain exceptions.
Leverage: Certain transactions and investment strategies may give rise to leverage. Such transactions and investment strategies include, but are not limited to: borrowing, dollar rolls, reverse repurchase agreements, loans of portfolio securities, short sales, and the use of when-issued, delayed delivery or forward commitment transactions. The use of certain derivatives may also increase leveraging risk and, in some cases, adverse changes in the value or level of a derivative’s underlying asset, rate, or index may result in potentially unlimited losses. The use of leverage may exaggerate any increase or decrease in the net asset value, causing a Portfolio to be more volatile than if the Portfolio had not been leveraged. The use of leverage may increase expenses and increase the impact of a Portfolio’s other risks. The use of leverage may cause a Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet regulatory requirements resulting in increased volatility of returns. There can be no guarantee that a leveraging strategy will be successful.
Manager: A Portfolio is subject to manager risk because it is an actively managed investment portfolio. The Investment Adviser, the Sub-Adviser, or each individual portfolio manager will make judgments and apply investment techniques and risk analyses in making investment decisions, but there can be no guarantee that these decisions will produce the desired results. A Portfolio’s portfolio may fail to produce the intended results, and a Portfolio’s portfolio may underperform other comparable funds because of portfolio management decisions related to, among other things, the selection of investments, portfolio construction, risk assessments, and/or the outlook on market trends and opportunities. Many managers of equity funds employ styles that are characterized as “value” or “growth.” However, these terms can have different applications by different managers. One manager’s value approach may be different from that of another, and one manager’s growth approach may be different from that of another. For example, some value managers employ a style in which they seek to identify companies that they believe are valued at a more substantial or “deeper discount” to a company’s net worth than other value managers. Therefore, some funds that are characterized as growth or value can have greater volatility than other funds managed by other managers in a growth or value style.
Operational: A Portfolio, its service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats, including operational and information security risks that could adversely affect a Portfolio and its shareholders, despite the efforts of a Portfolio and its service providers to adopt technologies, processes, and practices intended to mitigate these risks. The use of artificial intelligence (“AI”) and machine learning could exacerbate operational and information security risks or result in cybersecurity incidents that implicate personal data. Cyber-attacks, disruptions, or failures that affect a Portfolio’s service providers, counterparties, market participants, or issuers of securities held by a Portfolio may adversely affect a Portfolio and its shareholders, including by causing losses or impairing the Portfolio’s operations. Information relating to a Portfolio’s investments is delivered electronically, which can give rise to a number of risks, including, but not limited to, the risks that such communications may not be secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with, without the knowledge of the sender or the intended recipient.
23
PORTFOLIO HOLDINGS INFORMATION
A description of each Portfolio's policies and procedures regarding the release of portfolio holdings information is available in the SAI. Portfolio holdings information can be reviewed online at https://individuals.voya.com/product/variable-portfolio/prospectuses-reports.
24
MANAGEMENT OF THE PORTFOLIOS
Investment Adviser
Voya Investments, an Arizona limited liability company, is registered with the SEC as an investment adviser. Voya Investments serves as the investment adviser to, and has overall responsibility for the management of, each Portfolio. Voya Investments oversees all investment advisory and portfolio management services and assists in managing and supervising all aspects of the general day-to-day business activities and operations of each Portfolio, including, but not limited to, the following: custodial, transfer agency, dividend disbursing, accounting, auditing, compliance, and related services.
Voya Investments began business as an investment adviser in 1994 and currently serves as investment adviser to certain registered investment companies, consisting of open- and closed-end registered investment companies and collateralized loan obligations. Voya Investments is an indirect subsidiary of Voya Financial, Inc. Voya Financial, Inc. is a U.S.-based financial institution whose subsidiaries operate in the retirement, investment, and insurance industries.
Voya Investments' principal business address is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258.
Management Fee
The Investment Adviser receives an annual fee for its services to each Portfolio. The fee is payable in monthly installments based on the average daily net assets of each Portfolio.
The Investment Adviser is responsible for all of its own costs, including costs of the personnel required to carry out its duties.
The following table shows the aggregate annual management fee paid by each Portfolio for the most recent fiscal year as a percentage of the Portfolio’s average daily net assets.
|
|
Management Fees |
|
Voya MidCap Opportunities Portfolio |
0.79% |
|
Voya SmallCap Opportunities Portfolio |
0.85% |
For information regarding the basis for the Board’s approval of the investment advisory and investment sub-advisory relationships, please refer to the Portfolios’ annual financial statements and other information filed on Form N-CSR which covers the one-year period ended December 31, 2025.
Sub-Adviser
The Investment Adviser has engaged a sub-adviser to provide the day-to-day management of each Portfolio's portfolio. The Sub-Adviser is an affiliate of the Investment Adviser.
The Investment Adviser acts as a “manager-of-managers” for each Portfolio. The Investment Adviser has ultimate responsibility, subject to the oversight of each Portfolio’s Board, to oversee any sub-advisers and to recommend the hiring, termination, or replacement of sub-advisers. Each Portfolio and the Investment Adviser have received exemptive relief from the SEC which permits the Investment Adviser, with the approval of the Board but without obtaining shareholder approval, to enter into or materially amend a sub-advisory agreement with sub-advisers that are not affiliated with the Investment Adviser (“non-affiliated sub-advisers”) as well as sub-advisers that are indirect or direct, wholly-owned subsidiaries of the Investment Adviser or of another company that indirectly or directly wholly owns the Investment Adviser (“wholly-owned sub-advisers”).
Consistent with the “manager-of-managers” structure, the Investment Adviser delegates to the Sub-Adviser(s) of each Portfolio the responsibility for day-to-day investment management, subject to the Investment Adviser’s oversight. The Investment Adviser is responsible for, among other things, monitoring the investment program and performance of the Sub-Adviser(s). Pursuant to the exemptive relief, the Investment Adviser, with the approval of the Board, has the discretion to terminate any sub-adviser (including terminating a non-affiliated sub-adviser and replacing it with a wholly-owned sub-adviser), and to allocate and reallocate a Portfolio’s assets among other sub-advisers.
The Investment Adviser’s selection of sub-advisers presents conflicts of interest. The Investment Adviser will have an economic incentive to select sub-advisers that charge the lowest sub-advisory fees, to select sub-advisers affiliated with it, or to manage a portion of a Portfolio itself. The Investment Adviser may retain an affiliated sub-adviser (or delay terminating an affiliated sub-adviser) in order to help that sub-adviser achieve or maintain scale in an investment
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MANAGEMENT OF THE PORTFOLIOS (continued)
strategy or increase its assets under management. The Investment Adviser may select or retain an affiliated sub-adviser even in cases where another potential sub-adviser or an existing sub-adviser might charge a lower fee or have more favorable historical investment performance.
In the event that the Investment Adviser exercises its discretion to replace a sub-adviser or appoint a new sub-adviser, a Portfolio will provide shareholders with information about the new sub-adviser and the new sub-advisory agreement within 90 days. The replacement of an existing sub-adviser or appointment of a new sub-adviser may be accompanied by a change to a Portfolio’s name and/or investment strategies.
A sub-advisory agreement can be terminated by the Investment Adviser, a Portfolio’s Board, or the Sub-Adviser, provided that the conditions of such termination, as set forth in the agreement, are met. In addition, a sub-advisory agreement may be terminated by a Portfolio’s shareholders. In the event a sub-advisory agreement is terminated, the Sub-Adviser(s) may be replaced, subject to any regulatory requirements, or the Investment Adviser may assume day-to-day investment management of a Portfolio.
The “manager-of-managers” structure and reliance on the exemptive relief has been approved by each Portfolio’s shareholders.
Voya Investment Management Co. LLC
Voya Investment Management Co. LLC (“Voya IM” or the “Sub-Adviser”), a Delaware limited liability company, was founded in 1972 and is registered with the SEC as an investment adviser. Voya IM has acted as an investment adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. Voya IM is an indirect subsidiary of Voya Financial, Inc. and is an affiliate of the Investment Adviser. Voya IM's principal business address is 200 Park Avenue, New York, New York 10166.
Portfolio Management
The following individuals are jointly and primarily responsible for the day-to-day management of the noted Portfolios.
|
Portfolio Manager |
Investment
Adviser or
Sub-Adviser |
Portfolio |
Professional Experience |
|
Mitchell S. Brivic, CFA |
Voya IM |
Voya SmallCap Opportunities
Portfolio |
Mr. Brivic, Portfolio Manager, joined Voya IM in
2022. Prior to joining Voya IM, he was a vice
president of Tygh Capital Management where he was
a member of its investment team since 2004 and a
portfolio manager since 2018. Prior to that, Mr.
Brivic worked at Columbia Management
(2002-2004), focusing exclusively on small/mid
cap equities. |
|
Michael C. Coyne, CFA |
Voya IM |
Voya SmallCap Opportunities
Portfolio |
Mr. Coyne, Portfolio Manager, joined Voya IM in
2022. Prior to joining Voya IM, he was a vice
president of Tygh Capital Management where he was
a member of its investment team since 2004 and a
portfolio manager since 2018. Prior to that, Mr.
Coyne worked at Columbia Management
(2002-2004), focusing exclusively on small/mid
cap equities. He has four additional years of
experience as a financial analyst with Capital
Resource Partners and Bear Stearns. |
26
MANAGEMENT OF THE PORTFOLIOS (continued)
|
Portfolio Manager |
Investment
Adviser or
Sub-Adviser |
Portfolio |
Professional Experience |
|
Kristy Finnegan, CFA |
Voya IM |
Voya MidCap Opportunities Portfolio |
Ms. Finnegan, Portfolio Manager of Voya IM’s large
cap growth and mid cap growth strategies, joined
Voya IM in 2001. Previously, she served as a
portfolio manager and analyst for Voya IM’s large
cap value strategies. Prior to that, Ms. Finnegan was
an investment banking analyst at SunTrust Equitable
Securities where she focused on deals primarily in
the education and health care sectors. |
|
Joel Rubenstein |
Voya IM |
Voya SmallCap Opportunities
Portfolio |
Mr. Rubenstein, Portfolio Manager, joined Voya IM in
2024. Prior to joining Voya IM, he was a senior
portfolio manager at EFG Asset Management, a
portfolio manager on the small cap growth team at
Mazama Capital Management and a research
analyst at Banc of America Securities. |
|
Leigh Todd, CFA |
Voya IM |
Voya MidCap Opportunities Portfolio |
Ms. Todd, Portfolio Manager of Voya IM's large cap
growth and mid cap growth strategies, joined Voya
IM in 2021. Prior to that, she served as a portfolio
manager and senior research analyst at Mellon and
was a portfolio manager at State Street Global
Advisors. |
Additional Information Regarding the Portfolio Managers
The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager, and the securities each portfolio manager owns in the Portfolio(s) the portfolio manager manages.
Distributor
Voya Investments Distributor, LLC (the “Distributor”), a Delaware limited liability company, is the principal underwriter and distributor of each Portfolio. The Distributor is an indirect subsidiary of Voya Financial, Inc. and is an affiliate of the Investment Adviser. The Distributor’s principal business address is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. See “Principal Underwriter” in the SAI.
The Distributor is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org or the Public Disclosure Hotline at 800-289-9999.
Contractual Arrangements
Each Portfolio has contractual arrangements with various service providers, which may include, among others, investment advisers, distributors, custodians and fund accounting agents, shareholder service providers, and transfer agents, who provide services to each Portfolio. Shareholders are not parties to, or intended (“third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of a Portfolio. This paragraph is not intended to limit any rights granted to shareholders under federal or state securities laws.
27
HOW SHARES ARE PRICED
Each Portfolio is open for business every day the New York Stock Exchange (the “NYSE”) opens for regular trading (each such day, a “Business Day”). The net asset value (the “NAV”) per share for each class of each Portfolio is determined each Business Day as of the close of the regular trading session (“Market Close”), as determined by the Consolidated Tape Association (the “CTA”), the central distributor of transaction prices for exchange-traded securities (normally 4:00 p.m. Eastern Time unless otherwise designated by the CTA). The NAV per share of each class of each Portfolio is calculated by taking the value of the Portfolio’s assets attributable to that class, subtracting the Portfolio’s liabilities attributable to that class, and dividing by the number of shares of that class that are outstanding. On days when a Portfolio is closed for business, Portfolio shares will not be priced, and the Portfolio will not process purchase or redemption orders. To the extent a Portfolio’s assets are traded in other markets on days when the Portfolio does not price its shares, the value of the Portfolio’s assets will likely change and you will not be able to purchase or redeem shares of the Portfolio.
Portfolio holdings for which market quotations are readily available are valued at market value. Investments in open-end registered investment companies that do not trade on an exchange are valued at the end-of-day NAV per share. The prospectuses of the open-end registered investment companies in which each Portfolio may invest explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. Foreign (non-U.S.) securities’ prices are converted into U.S. dollar amounts using the applicable exchange rates as of Market Close.
When a market quotation for a portfolio security is not readily available or is deemed unreliable (for example, when trading has been halted or there are unexpected market closures or other material events that would suggest that the market quotation is unreliable) and for purposes of determining the value of other portfolio holdings, the portfolio holding is priced at its fair value. The Board has designated the Investment Adviser, as the valuation designee, to make fair value determinations in good faith. In determining the fair value of a Portfolio’s portfolio holdings, the Investment Adviser, pursuant to its fair valuation policy, may consider inputs from pricing service providers, broker-dealers, or a Portfolio’s Sub-Adviser(s). Issuer specific events, transaction price, position size, nature and duration of restrictions on disposition of the security, market trends, bid/ask quotes of brokers, and other market data may be reviewed in the course of making a good faith determination of the fair value of a portfolio holding. Because trading hours for certain foreign (non-U.S.) securities end before Market Close, closing market quotations may become unreliable. The prices of foreign (non-U.S.) securities will generally be adjusted based on inputs from a third-party pricing service that are intended to reflect valuation changes through Market Close. Because of the inherent uncertainties of fair valuation, the values used to determine each Portfolio’s NAV may materially differ from the value received upon actual sale of those investments. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in each Portfolio.
When your Variable Contract or Qualified Plan is buying shares of a Portfolio, it will pay the NAV that is next calculated after the order from the Variable Contract owner or Qualified Plan participant is received in proper form. When the Variable Contract owner or Qualified Plan participant is selling shares, it will normally receive the NAV that is next calculated after the order form is received from the Variable Contract owner or Qualified Plan participant in proper form. Investments will be processed at the NAV next calculated after an order is received and accepted by a Portfolio or its designated agent. In order to receive that day's price, your order must be received by Market Close.
28
HOW TO BUY AND SELL SHARES
Each Portfolio's shares may be offered to insurance company separate accounts serving as investment options under Variable Contracts, Qualified Plans outside the separate account context, custodial accounts, certain investment advisers and their affiliates in connection with the creation or management of a Portfolio, other investment companies (as permitted by the 1940 Act), and other investors as permitted by the diversification and other requirements of section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) and the underlying U.S. Treasury Regulations.
Class R6 shares are only offered to investors that do not require a Portfolio or an affiliate of a Portfolio (including the Investment Adviser and any affiliate of the Investment Adviser) to make, and a Portfolio or affiliate does not pay, any type of servicing, administrative, or revenue sharing payments with respect to Class R6 shares. Notwithstanding the foregoing, affiliates of Voya, including affiliates that are intermediaries that sell Class R6 shares of a Portfolio, may benefit financially from the revenue Voya receives for the services it provides to Class R6 shares of a Portfolio. Availability of Class R6 shares is subject to management’s determination of the appropriateness of investment in Class R6 shares.
Each Portfolio may not be available as an investment option in your Variable Contract, through your Qualified Plan, or other investment company. Please refer to the prospectus for the appropriate insurance company separate account, investment company, or your plan documents for information on how to direct investments in, or redemptions from, an investment option corresponding to a Portfolio and any fees that may apply. Participating insurance companies and certain other designated organizations are authorized to receive purchase orders on each Portfolio's behalf.
Each Portfolio currently does not foresee any disadvantages to investors if it serves as an investment option for Variable Contracts and if it offers its shares directly to Qualified Plans and other permitted investors. However, it is possible that the interests of Variable Contract owners, plan participants, and other permitted investors for which a Portfolio serves as an investment option might, at some time, be in conflict because of differences in tax treatment or other considerations. The Board directed the Investment Adviser to monitor events to identify any material conflicts between Variable Contract owners, plan participants, and other permitted investors and would have to determine what action, if any, should be taken in the event of such conflict. If such a conflict occurred, an insurance company participating in a Portfolio might be required to redeem the investment of one or more of its separate accounts from the Portfolio or a Qualified Plan, investment company, or other permitted investor might be required to redeem its investment, which might force the Portfolio to sell securities at disadvantageous prices. Each Portfolio may discontinue sales to a Qualified Plan and require plan participants with existing investments to redeem those investments if the Qualified Plan loses (or in the opinion of the Investment Adviser, is at risk of losing) its Qualified Plan status.
Each Portfolio reserves the right to suspend the offering of shares or to reject any specific purchase order. Each Portfolio may suspend redemptions or postpone payments when the NYSE is closed or when trading is restricted for any reason or under emergency circumstances as determined by the SEC.
Distribution Plan and Shareholder Service Plan
Each Portfolio listed in the table below has a distribution and shareholder service plan (the “12b-1 Plan”) in accordance with Rule 12b-1 under the 1940 Act for Class ADV and Class S2 shares. These payments are made to the Distributor on an ongoing basis as compensation for services the Distributor provides and expenses it bears in connection with the marketing and other fees to support the sale and distribution of Class ADV and Class S2 shares and for shareholder services provided by securities dealers (including the Investment Adviser) and other financial intermediaries and plan administrators that provide administrative services relating to Class ADV and Class S2 shares and their shareholders, including Variable Contract owners or Qualified Plan participants with interests in the Portfolios. The annual distribution and shareholder service fees under the 12b-1 Plan may equal up to 0.50% (0.25% for distribution fees and 0.25% for shareholder service fees) for Class ADV shares and 0.40% (0.15% for distribution fees and 0.25% for shareholder service fees) for Class S2 shares of the average daily net assets of each Portfolio.
Each Portfolio listed in the table below has a shareholder service plan (“Service Plan”) for Class S shares. These payments are made to the Distributor in connection with shareholder services rendered to Portfolio shareholders and the maintenance of shareholders' accounts. The Service Plan allows the Trust to enter into shareholder servicing agreements with insurance companies, broker dealers or other financial intermediaries and plan administrators that provide administrative services relating to Class S shares and their shareholders, including Variable Contract owners or Qualified Plan participants with interests in the Portfolios. Under the Service Plan, the Portfolios make payments at an annual rate of 0.25% of each Portfolio's average daily net assets.
29
HOW TO BUY AND SELL SHARES (continued)
Because these distribution and shareholder service fees are paid out of a Portfolio's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
|
Portfolio |
Class ADV |
Class S |
Class S2 |
|
Voya MidCap Opportunities Portfolio |
0.50% |
0.25% |
0.40% |
|
Voya SmallCap Opportunities Portfolio |
0.50% |
0.25% |
0.40% |
30
FREQUENT TRADING - MARKET TIMING
Each Portfolio is intended for long-term investment and not as a short-term trading vehicle. Accordingly, organizations or individuals that use market timing investment strategies and make frequent transfers should not purchase shares of a Portfolio. Shares of each Portfolio are primarily sold through omnibus account arrangements with financial intermediaries, as investment options for Variable Contracts issued by insurance companies and as investment options for Qualified Plans. Omnibus accounts generally do not identify customers' trading activity on an individual basis. The Investment Adviser or affiliated entities have agreements which require such intermediaries to provide detailed account information, including trading history, upon request of a Portfolio.
The Board has made a determination not to adopt a separate policy for each Portfolio with respect to frequent purchases and redemptions of shares by a Portfolio’s shareholders, but rather to rely on the financial intermediaries to monitor frequent, short-term trading within a Portfolio by its customers. You should review the materials provided to you by your financial intermediary including, in the case of a Variable Contract, the prospectus that describes the contract or, in the case of a Qualified Plan, the plan documentation for its policies regarding frequent, short-term trading. With trading information received as a result of these agreements, a Portfolio may make a determination that certain trading activity is harmful to the Portfolio and its shareholders, even if such activity is not strictly prohibited by the intermediaries' excessive trading policy. As a result, a shareholder investing directly or indirectly in a Portfolio may have their trading privileges suspended without violating the stated excessive trading policy of the intermediary. Each Portfolio reserves the right, in its sole discretion and without prior notice, to reject, restrict, or refuse purchase orders whether directly or by exchange including purchase orders that have been accepted by a financial intermediary. Each Portfolio seeks assurances from the financial intermediaries that they have procedures adequate to monitor and address frequent, short-term trading. There is, however, no guarantee that the procedures of the financial intermediaries will be able to curtail frequent, short-term trading activity.
Each Portfolio believes that market timing or frequent, short-term trading in any account, including a Variable Contract or Qualified Plan account, is not in the best interest of the Portfolio or its shareholders. Due to the disruptive nature of this activity, it can adversely impact the ability of the Investment Adviser or the Sub-Adviser (if applicable) to invest assets in an orderly, long-term manner. Frequent trading can disrupt the management of a Portfolio and raise their expenses through: increased trading and transaction costs; forced and unplanned portfolio turnover; lost opportunity costs; and large asset swings that decrease the Portfolio's ability to provide maximum investment return to all shareholders. This in turn can have an adverse effect on a Portfolio's performance.
Portfolios that invest in foreign (non-U.S.) securities may present greater opportunities for market timers and thus be at a greater risk for excessive trading. If an event occurring after the close of a foreign market, but before the time a Portfolio computes its current NAV, causes a change in the price of the foreign (non-U.S.) security and such price is not reflected in its current NAV, investors may attempt to take advantage of anticipated price movements in securities held by a Portfolio based on such pricing discrepancies. This is often referred to as “price arbitrage.” Such price arbitrage opportunities may also occur in portfolios which do not invest in foreign (non-U.S.) securities. For example, if trading in a security held by a Portfolio is halted and does not resume prior to the time it calculates its NAV such “stale pricing” presents an opportunity for investors to take advantage of the pricing discrepancy. Similarly, portfolios that hold thinly-traded securities, such as certain small-capitalization securities, may be exposed to varying levels of pricing arbitrage. Each Portfolio has adopted fair valuation policies and procedures intended to reduce its exposure to price arbitrage, stale pricing and other potential pricing discrepancies. However, to the extent that a Portfolio does not immediately reflect these changes in market conditions, short-term trading may dilute the value of the Portfolio’s shares which negatively affects long-term shareholders.
The following transactions are excluded when determining whether trading activity is excessive:
•
Rebalancing to facilitate fund-of-fund arrangements or a Portfolio’s systematic exchange privileges; and
•
Purchases or sales initiated by certain other funds in the Voya family of funds.
Although the policies and procedures known to a Portfolio that are followed by the financial intermediaries that use the Portfolio and the monitoring by the Portfolio are designed to discourage frequent, short-term trading, none of these measures can eliminate the possibility that frequent, short-term trading activity in the Portfolio will occur. Moreover, decisions about allowing trades in a Portfolio may be required. These decisions are inherently subjective, and will be made in a manner that is in the best interest of a Portfolio's shareholders.
31
PAYMENTS TO FINANCIAL INTERMEDIARIES
Voya mutual funds may be offered as investment options in Variable Contracts issued by affiliated and non-affiliated insurance companies and in Qualified Plans. Fees derived from a Portfolio's Distribution and/or Service Plans (if applicable) may be paid to insurance companies, broker-dealers, and companies that service Qualified Plans for selling the Portfolio's shares and/or for servicing shareholder accounts. Fees derived from a Portfolio’s Service Plan may be paid to insurance companies, broker-dealers, and companies that service Qualified Plans for servicing shareholder accounts. Shareholder services may include, among other things, administrative, record keeping, or other services that insurance companies or Qualified Plans provide to the clients who use a Portfolio as an investment option. In addition, the Investment Adviser, Distributor, or their affiliated entities, out of their own resources and without additional cost to a Portfolio or its shareholders, may pay additional compensation to these insurance companies, broker-dealers, or companies that service Qualified Plans. The Investment Adviser, Distributor, or affiliated entities of a Portfolio may also share their profits with affiliated insurance companies or other Voya entities through inter-company payments.
For non-affiliated insurance companies and Qualified Plans, payments from a Portfolio's Distribution and/or Service Plans (if applicable) as well as payments (if applicable) from the Investment Adviser and/or Distributor generally are based upon an annual percentage of the average net assets held in a Portfolio by those companies. Payments to financial intermediaries by the Distributor or its affiliates or by a Portfolio may provide an incentive for insurance companies or Qualified Plans to make a Portfolio available through Variable Contracts or Qualified Plans over other mutual funds or products.
As of the date of this Prospectus, the Distributor has entered into agreements with the following non-affiliated insurance companies: C.M. Life Insurance Company, First Security Benefit Life Insurance and Annuity Company of New York, First Symetra National Life Insurance Company of New York, Lincoln Financial Group, Lincoln National Life Insurance Company, Massachusetts Mutual Life Insurance Company, Nationwide Life Insurance Company, New York Life Insurance and Annuity Corporation, Security Benefit Life Insurance Company, Security Equity Life Insurance Company, Security Life of Denver Insurance Company, Standard Life Insurance Company, Symetra Life Insurance Company, Talcott Resolution Life Insurance Company, TIAA Life Insurance Company, Transamerica Life Insurance Company, Transamerica Financial Life Insurance Company, Union Securities, Venerable Insurance and Annuity Company, and Zurich American Life Insurance Company. Except as discussed in further detail below, the fees payable under these agreements are for compensation for providing distribution and/or shareholder services for which the insurance companies are paid at annual rates that range from 0.00% to 0.55%. This is computed as a percentage of the average aggregate amount invested in the Portfolio by Variable Contract holders through the relevant insurance company's Variable Contracts.
The insurance companies issuing Variable Contracts or Qualified Plans that use a Portfolio as an investment option may also pay fees to third parties in connection with distribution of the Variable Contracts and for services provided to Variable Contract owners. Entities that service Qualified Plans may also pay fees to third parties to help service the Qualified Plans or the accounts of their participants. Neither a Portfolio, the Investment Adviser, nor the Distributor are parties to these arrangements. Variable Contract owners should consult the prospectus and statement of additional information for their Variable Contracts for a discussion of these payments and should consult with their agent or broker. Qualified Plan participants should consult with their pension servicing agent.
Ultimately, the agent or broker selling the Variable Contract to you could have a financial interest in selling you a particular product to increase the compensation they receive. Please make sure you read fully each prospectus and discuss any questions you have with your agent or broker.
Class R6
Voya mutual funds are distributed by the Distributor. The Distributor is a broker-dealer that is licensed to sell securities. The Distributor generally does not sell directly to the public but sells and markets its products through financial intermediaries. Each Voya mutual fund also has an investment adviser which is responsible for managing the money invested in each of the mutual funds. No dealer compensation is paid from the sale of Class R6 shares of a Portfolio. Class R6 shares do not have sales commissions, pay 12b-1 fees, or make payments to financial intermediaries for assisting the Distributor in promoting the sales of a Portfolio's shares. In addition, neither a Portfolio nor its affiliates (including the Investment Adviser and any affiliate of the Investment Adviser) make any type of administrative, service, or revenue sharing payments in connection with Class R6 shares. Notwithstanding the foregoing, affiliates of Voya, including affiliates that are intermediaries that sell Class R6 shares of a Portfolio, may benefit financially from the revenue Voya receives for the services it provides to Class R6 shares of a Portfolio.
32
DIVIDENDS, DISTRIBUTIONS, AND TAXES
Dividends and Distributions
Each Portfolio generally distributes most or all of its net earnings in the form of dividends, consisting of net investment income and capital gains distributions, if any. Each Portfolio distributes capital gains, if any, annually. Each Portfolio also declares dividends and pays dividends consisting of net investment income, if any, quarterly.
All dividends and capital gains distributions will be automatically reinvested in additional shares of a Portfolio at the NAV of such shares on the payment date unless a participating insurance company’s separate account is permitted to hold cash and elects to receive payment in cash.
From time to time a portion of a Portfolio’s distributions may constitute a return of capital. To comply with U.S. federal tax laws, a Portfolio may also pay additional distributions of capital gains and/or ordinary income.
Tax Consequences
Holders of Variable Contracts should refer to the prospectus for their contracts for information regarding the tax consequences of owning such contracts and should consult their tax advisers before investing.
Each Portfolio intends to qualify as a regulated investment company (“RIC”) for U.S. federal income tax purposes by satisfying the requirements under Subchapter M of the Code, including requirements with respect to diversification of assets, distribution of income and sources of income. As a RIC, a Portfolio generally will not be subject to tax on its net investment company taxable income and net realized capital gains that it timely distributes to its shareholders.
Each Portfolio also intends to comply with the diversification requirements of Section 817(h) of the Code and the underlying regulations for Variable Contracts so that owners of these contracts should not be subject to U.S. federal tax on distributions of dividends and income from the Portfolio to an applicable insurance company's separate accounts.
Since the sole shareholders of each Portfolio will be separate accounts of insurance companies or other permitted investors, no discussion is included herein as to the U.S. federal income tax consequences at the shareholder level. For information concerning the U.S. federal income tax consequences to purchasers of Variable Contracts, see the prospectus for the applicable contract.
See the SAI for further information about tax matters.
The tax status of your investment in a Portfolio depends upon the features of your Variable Contract. For further information, please refer to the prospectus for the Variable Contract.
33
INDEX DESCRIPTIONS
The Russell 2000® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000® Index companies with higher price-to-value ratios and higher forecasted growth values.
The Russell 2000® Index measures the performance of the small-capitalization segment of the U.S. equity universe. The Russell 2000® Index is a subset of the Russell 3000® Index, includes approximately 2,000 of the smallest securities (based on a combination of their market capitalization and current index membership), and represents approximately 7% of the total market capitalization of the Russell 3000® Index. The Russell 2000® Index is provided by FTSE Russell.
The Russell 3000® Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market.
The Russell Midcap® Growth Index measures the performance of the mid-capitalization segment of the U.S. equity universe. The Russell Midcap® Growth Index includes those Russell Midcap® Index companies with relatively higher price-to-book ratios, higher Institutional Broker’s Estimate System (I/B/E/S) forecast medium term (2 year) growth, and higher sales per share historical growth (5 years). The Russell Midcap® Growth Index is provided by FTSE Russell.
The Russell Midcap® Index measures the performance of the mid-capitalization segment of the U.S. equity universe. The Russell Midcap® Index is a subset of the Russell 1000® Index, includes approximately 800 of the smallest securities (based on a combination of their market capitalization and current index membership), and represents approximately 27% of the total market capitalization of the Russell 1000® Index. The Russell Midcap® Index is provided by FTSE Russell.
FTSE Russell Index Data Source: London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). © LSE Group 2026. FTSE Russell is a trading name of certain of the LSE Group companies. “FTSE®”, “Russell®”, “FTSE Russell®”, “Russell 3000®”, “Russell 2000®” and “Russell Midcap®” are trademarks of the relevant LSE Group companies and are trade marks of the relevant LSE Group companies and are used by any other LSE Group company under license. All rights in the FTSE Russell indexes or data vest in the relevant LSE Group company which owns the index or the data. Neither LSE Group nor its licensors accept any liability for any errors or omissions in the indexes or data and no party may rely on any indexes or data contained in this communication. No further distribution of data from the LSE Group is permitted without the relevant LSE Group company’s express written consent. The LSE Group does not promote, sponsor or endorse the content of this communication.
34
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand a Portfolio's financial performance for the periods shown. Certain information reflects the financial results for a single share. The total returns in the table represent the rate of return that an investor would have earned or lost on an investment in a Portfolio (assuming reinvestment of all dividends and/or distributions). The information has been audited by Ernst & Young LLP, whose report, along with a Portfolio’s financial statements, is included in the Portfolio’s Form N-CSR, which is available upon request. The information for the prior fiscal year or period was audited by a different independent public accounting firm.
35
FINANCIAL HIGHLIGHTS (continued)
Selected data for a share of beneficial interest outstanding throughout each year or period.
|
|
|
Income (loss)
from
investment
operations |
|
Less distributions |
|
|
|
|
Ratios to average net assets |
Supplemental
data | |||||||
|
|
Net asset value, beginning
of year or period |
Net investment income (loss) |
Net realized and unrealized
gain (loss) |
Total from investment
operations |
From net investment income |
From net realized gains |
From return of capital |
Total distributions |
Payment from affiliate |
Net asset value, end of year or period |
Total Return(1) |
Expenses before
reductions/additions(2)(3)(4) |
Expenses net of fee waivers
and/or recoupments, if any(2)(3)(4) |
Expenses net of all
reductions/additions(2)(3)(4) |
Net investment income
(loss)(2)(3) |
Net assets, end of year or period |
Portfolio turnover rate |
|
Year or Period ended |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
(%) |
(%) |
(%) |
(%) |
(%) |
($000's) |
(%) |
|
Voya MidCap Opportunities Portfolio | |||||||||||||||||
|
Class ADV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
3.19 |
(0.02)•
|
0.15 |
0.13 |
— |
0.58 |
— |
0.58 |
— |
2.74 |
3.40 |
1.48 |
1.26 |
1.26 |
(0.61) |
115,784 |
79 |
|
12-31-24 |
2.77 |
(0.02)•
|
0.44 |
0.42 |
— |
— |
— |
— |
— |
3.19 |
15.16 |
1.45 |
1.22 |
1.22 |
(0.61) |
125,183 |
82 |
|
12-31-23 |
2.25 |
(0.01)•
|
0.53 |
0.52 |
— |
— |
— |
— |
— |
2.77 |
23.11 |
1.48 |
1.16 |
1.16 |
(0.44) |
125,989 |
74 |
|
12-31-22 |
15.67 |
(0.02)•
|
(4.47) |
(4.49) |
— |
8.85 |
0.07 |
8.92 |
— |
2.25 |
(25.49) |
1.47 |
1.16 |
1.16 |
(0.51) |
115,012 |
45 |
|
12-31-21 |
16.43 |
(0.13)•
|
1.99 |
1.86 |
— |
2.62 |
— |
2.62 |
— |
15.67 |
11.57 |
1.35 |
1.16 |
1.16 |
(0.79) |
180,187 |
66 |
|
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
5.90 |
(0.01)•
|
0.26 |
0.25 |
— |
0.58 |
— |
0.58 |
— |
5.57 |
3.90 |
0.98 |
0.76 |
0.76 |
(0.11) |
654,958 |
79 |
|
12-31-24 |
5.09 |
(0.01)•
|
0.82 |
0.81 |
— |
— |
— |
— |
— |
5.90 |
15.91 |
0.95 |
0.72 |
0.72 |
(0.11) |
752,092 |
82 |
|
12-31-23 |
4.12 |
0.00*•
|
0.97 |
0.97 |
— |
— |
— |
— |
— |
5.09 |
23.54 |
0.98 |
0.66 |
0.66 |
0.06 |
727,111 |
74 |
|
12-31-22 |
18.11 |
(0.00)* |
(5.06) |
(5.06) |
— |
8.85 |
0.07 |
8.92 |
— |
4.12 |
(25.07) |
0.97 |
0.66 |
0.66 |
(0.01) |
633,556 |
45 |
|
12-31-21 |
18.54 |
(0.05)•
|
2.24 |
2.19 |
— |
2.62 |
— |
2.62 |
— |
18.11 |
12.07 |
0.85 |
0.66 |
0.66 |
(0.29) |
905,105 |
66 |
|
Class R6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
5.88 |
(0.01)•
|
0.27 |
0.26 |
— |
0.58 |
— |
0.58 |
— |
5.56 |
4.08 |
0.83 |
0.76 |
0.76 |
(0.10) |
106,935 |
79 |
|
12-31-24 |
5.08 |
(0.01)•
|
0.81 |
0.80 |
— |
— |
— |
— |
— |
5.88 |
15.75 |
0.81 |
0.72 |
0.72 |
(0.12) |
114,805 |
82 |
|
12-31-23 |
4.11 |
0.00*•
|
0.97 |
0.97 |
— |
— |
— |
— |
— |
5.08 |
23.60 |
0.82 |
0.66 |
0.66 |
0.07 |
112,281 |
74 |
|
12-31-22 |
18.11 |
(0.00)* |
(5.07) |
(5.07) |
— |
8.85 |
0.07 |
8.92 |
— |
4.11 |
(25.12) |
0.83 |
0.66 |
0.66 |
(0.01) |
95,236 |
45 |
|
12-31-21 |
18.53 |
(0.05)•
|
2.25 |
2.20 |
— |
2.62 |
— |
2.62 |
— |
18.11 |
12.14 |
0.77 |
0.66 |
0.66 |
(0.29) |
135,451 |
66 |
|
Class S |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
4.09 |
(0.01)•
|
0.18 |
0.17 |
— |
0.58 |
— |
0.58 |
— |
3.68 |
3.68 |
1.23 |
1.01 |
1.01 |
(0.37) |
49,887 |
79 |
|
12-31-24 |
3.54 |
(0.01)•
|
0.56 |
0.55 |
— |
— |
— |
— |
— |
4.09 |
15.54 |
1.20 |
0.97 |
0.97 |
(0.37) |
74,792 |
82 |
|
12-31-23 |
2.87 |
(0.01)•
|
0.68 |
0.67 |
— |
— |
— |
— |
— |
3.54 |
23.35 |
1.23 |
0.91 |
0.91 |
(0.19) |
78,884 |
74 |
|
12-31-22 |
16.47 |
(0.01)•
|
(4.66) |
(4.67) |
— |
8.85 |
0.07 |
8.92 |
— |
2.87 |
(25.20) |
1.22 |
0.91 |
0.91 |
(0.27) |
81,784 |
45 |
|
12-31-21 |
17.11 |
(0.09)•
|
2.07 |
1.98 |
— |
2.62 |
— |
2.62 |
— |
16.47 |
11.83 |
1.10 |
0.91 |
0.91 |
(0.53) |
135,499 |
66 |
|
Class S2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
3.71 |
(0.02)•
|
0.17 |
0.15 |
— |
0.58 |
— |
0.58 |
— |
3.28 |
3.49 |
1.38 |
1.16 |
1.16 |
(0.51) |
36,534 |
79 |
|
12-31-24 |
3.22 |
(0.02)•
|
0.51 |
0.49 |
— |
— |
— |
— |
— |
3.71 |
15.22 |
1.35 |
1.12 |
1.12 |
(0.51) |
40,429 |
82 |
|
12-31-23 |
2.61 |
(0.01)•
|
0.62 |
0.61 |
— |
— |
— |
— |
— |
3.22 |
23.37 |
1.38 |
1.06 |
1.06 |
(0.34) |
39,205 |
74 |
|
12-31-22 |
16.14 |
(0.02)•
|
(4.58) |
(4.60) |
— |
8.85 |
0.07 |
8.92 |
— |
2.61 |
(25.41) |
1.37 |
1.06 |
1.06 |
(0.41) |
35,764 |
45 |
|
12-31-21 |
16.84 |
(0.12)•
|
2.04 |
1.92 |
— |
2.62 |
— |
2.62 |
— |
16.14 |
11.65 |
1.25 |
1.06 |
1.06 |
(0.69) |
55,765 |
66 |
|
Voya SmallCap Opportunities Portfolio | |||||||||||||||||
|
Class ADV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
18.36 |
(0.16)•
|
2.66 |
2.50 |
0.39 |
0.12 |
— |
0.51 |
— |
20.35 |
14.18 |
1.59 |
1.40 |
1.40 |
(0.89) |
56,390 |
129 |
|
12-31-24 |
15.59 |
(0.14)•
|
2.99 |
2.85 |
0.08 |
— |
— |
0.08 |
— |
18.36 |
18.28 |
1.55 |
1.35 |
1.35 |
(0.79) |
53,956 |
115 |
|
12-31-23 |
12.95 |
(0.11)•
|
2.75 |
2.64 |
— |
— |
— |
— |
— |
15.59 |
20.39 |
1.56 |
1.35 |
1.35 |
(0.75) |
49,222 |
105 |
|
12-31-22 |
22.82 |
(0.14)•
|
(5.37) |
(5.51) |
— |
4.34 |
0.02 |
4.36 |
— |
12.95 |
(23.48) |
1.56 |
1.35 |
1.35 |
(0.91) |
44,505 |
179 |
|
12-31-21 |
24.47 |
(0.23)•
|
1.33 |
1.10 |
— |
2.75 |
— |
2.75 |
— |
22.82 |
4.14 |
1.52 |
1.35 |
1.35 |
(0.96) |
66,518 |
128 |
See Accompanying Notes to Financial Highlights
36
FINANCIAL HIGHLIGHTS (continued)
Selected data for a share of beneficial interest outstanding throughout each year or period.
|
|
|
Income (loss)
from
investment
operations |
|
Less distributions |
|
|
|
|
Ratios to average net assets |
Supplemental
data | |||||||
|
|
Net asset value, beginning
of year or period |
Net investment income (loss) |
Net realized and unrealized
gain (loss) |
Total from investment
operations |
From net investment income |
From net realized gains |
From return of capital |
Total distributions |
Payment from affiliate |
Net asset value, end of year or period |
Total Return(1) |
Expenses before
reductions/additions(2)(3)(4) |
Expenses net of fee waivers
and/or recoupments, if any(2)(3)(4) |
Expenses net of all
reductions/additions(2)(3)(4) |
Net investment income
(loss)(2)(3) |
Net assets, end of year or period |
Portfolio turnover rate |
|
Year or Period ended |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
($) |
(%) |
(%) |
(%) |
(%) |
(%) |
($000's) |
(%) |
|
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
23.33 |
(0.09)•
|
3.42 |
3.33 |
0.49 |
0.12 |
— |
0.61 |
— |
26.05 |
14.80 |
1.09 |
0.90 |
0.90 |
(0.40) |
112,878 |
129 |
|
12-31-24 |
19.76 |
(0.07)•
|
3.79 |
3.72 |
0.15 |
— |
— |
0.15 |
— |
23.33 |
18.90 |
1.05 |
0.85 |
0.85 |
(0.29) |
141,920 |
115 |
|
12-31-23 |
16.34 |
(0.05)•
|
3.47 |
3.42 |
— |
— |
— |
— |
— |
19.76 |
20.93 |
1.06 |
0.85 |
0.85 |
(0.25) |
128,606 |
105 |
|
12-31-22 |
27.13 |
(0.08)•
|
(6.35) |
(6.43) |
— |
4.34 |
0.02 |
4.36 |
— |
16.34 |
(23.09) |
1.06 |
0.85 |
0.85 |
(0.41) |
117,865 |
179 |
|
12-31-21 |
28.47 |
(0.13)•
|
1.54 |
1.41 |
— |
2.75 |
— |
2.75 |
— |
27.13 |
4.67 |
1.02 |
0.85 |
0.85 |
(0.46) |
167,668 |
128 |
|
Class R6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
23.39 |
(0.09)•
|
3.44 |
3.35 |
0.49 |
0.12 |
— |
0.61 |
— |
26.13 |
14.83 |
0.91 |
0.89 |
0.89 |
(0.38) |
1,374 |
129 |
|
12-31-24 |
19.75 |
(0.07)•
|
3.79 |
3.72 |
0.08 |
— |
— |
0.08 |
— |
23.39 |
18.88 |
0.90 |
0.85 |
0.85 |
(0.30) |
1,269 |
115 |
|
12-31-23 |
16.33 |
(0.05)•
|
3.47 |
3.42 |
— |
— |
— |
— |
— |
19.75 |
20.94 |
0.90 |
0.85 |
0.85 |
(0.27) |
1,038 |
105 |
|
12-31-22 |
27.12 |
(0.09)•
|
(6.34) |
(6.43) |
— |
4.34 |
0.02 |
4.36 |
— |
16.33 |
(23.10) |
0.90 |
0.85 |
0.85 |
(0.43) |
1,284 |
179 |
|
12-31-21 |
28.47 |
(0.14)•
|
1.54 |
1.40 |
— |
2.75 |
— |
2.75 |
— |
27.12 |
4.63 |
0.87 |
0.85 |
0.85 |
(0.47) |
9,278 |
128 |
|
Class S |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
20.19 |
(0.12)•
|
2.92 |
2.80 |
0.42 |
0.12 |
— |
0.54 |
— |
22.45 |
14.40 |
1.34 |
1.14 |
1.14 |
(0.63) |
2,288 |
129 |
|
12-31-24 |
17.12 |
(0.10)•
|
3.28 |
3.18 |
0.11 |
— |
— |
0.11 |
— |
20.19 |
18.59 |
1.30 |
1.10 |
1.10 |
(0.55) |
22,627 |
115 |
|
12-31-23 |
14.19 |
(0.08)•
|
3.01 |
2.93 |
— |
— |
— |
— |
— |
17.12 |
20.65 |
1.31 |
1.10 |
1.10 |
(0.51) |
23,639 |
105 |
|
12-31-22 |
24.39 |
(0.11)•
|
(5.73) |
(5.84) |
— |
4.34 |
0.02 |
4.36 |
— |
14.19 |
(23.30) |
1.31 |
1.10 |
1.10 |
(0.66) |
23,286 |
179 |
|
12-31-21 |
25.92 |
(0.19)•
|
1.41 |
1.22 |
— |
2.75 |
— |
2.75 |
— |
24.39 |
4.38 |
1.27 |
1.10 |
1.10 |
(0.72) |
38,269 |
128 |
|
Class S2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12-31-25 |
18.96 |
(0.15)•
|
2.77 |
2.62 |
0.39 |
0.12 |
— |
0.51 |
— |
21.07 |
14.39 |
1.49 |
1.30 |
1.30 |
(0.79) |
354 |
129 |
|
12-31-24 |
16.16 |
(0.12)•
|
3.08 |
2.96 |
0.16 |
— |
— |
0.16 |
— |
18.96 |
18.36 |
1.45 |
1.25 |
1.25 |
(0.69) |
394 |
115 |
|
12-31-23 |
13.41 |
(0.10)•
|
2.85 |
2.75 |
— |
— |
— |
— |
— |
16.16 |
20.51 |
1.46 |
1.25 |
1.25 |
(0.66) |
485 |
105 |
|
12-31-22 |
23.41 |
(0.14)•
|
(5.50) |
(5.64) |
— |
4.34 |
0.02 |
4.36 |
— |
13.41 |
(23.43) |
1.46 |
1.25 |
1.25 |
(0.81) |
470 |
179 |
|
12-31-21 |
25.01 |
(0.22)•
|
1.37 |
1.15 |
— |
2.75 |
— |
2.75 |
— |
23.41 |
4.25 |
1.42 |
1.25 |
1.25 |
(0.89) |
1,487 |
128 |
See Accompanying Notes to Financial Highlights
37
ACCOMPANYING NOTES TO FINANCIAL HIGHLIGHTS
(1)
Total return is calculated assuming reinvestment of all dividends, capital gain distributions, and return of capital distributions, if any, at net asset value and does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized.
(2)
Annualized for periods less than one year.
(3)
Ratios reflect operating expenses of a Portfolio. Expenses before reductions/additions do not reflect amounts reimbursed or recouped by the Investment Adviser and/or the Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or the Distributor or recoupment of previously reimbursed fees by the Investment Adviser, but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.
(4)
Ratios do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.
*
Amount is less than $0.005 or 0.005% or more than $(0.005) or (0.005)%.
•
Calculated using average number of shares outstanding throughout the year or period.
38
TO OBTAIN MORE INFORMATION
You will find more information about the Portfolios in our:
ANNUAL/SEMI-ANNUAL SHAREHOLDER REPORTS AND FORM N-CSR
In each Portfolio’s annual shareholder report, you will find a discussion of the market conditions and investment strategies that significantly affected the Portfolio’s performance during its last fiscal year. In a Portfolio’s Form N-CSR, you will find the Portfolio’s financial statements.
STATEMENT OF ADDITIONAL INFORMATION
The SAI contains additional information about the Portfolios. The SAI is legally part of this Prospectus (it is incorporated by reference). A copy has been filed with the SEC.
Please write, call, or visit our website for a free copy of the current annual/semi-annual shareholder reports, the SAI, or other Portfolio information.
To make shareholder inquiries contact:
Voya Investment Management
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Scottsdale, Arizona 85258
1-800-992-0180
or visit our website at www.voyainvestments.com
Reports and other information about the Portfolios are available on the EDGAR Database on the SEC's Internet website at https://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
When contacting the SEC, you will want to refer to the Portfolios’ SEC file number. The file number is as follows:
|
Voya Variable Products Trust |
811-08220 |
|
Voya MidCap Opportunities Portfolio
Voya SmallCap Opportunities Portfolio | |
PRO-8220(0526-050126)
