DEF 14A: Voya Funds Seek Shareholder Approval for Trustee Elections and Key Fund Strategy Amendments

Voya Credit Income Fund and Voya Global Income & Growth Fund are seeking shareholder approval for significant changes to their investment strategies and management agreements, alongside the election of new and existing Trustees.

Summary

• Two Joint Special Meetings of Shareholders are scheduled for September 11, 2025, to be held virtually.
• The first meeting will ask shareholders of Voya Credit Income Fund (CIF), Voya Enhanced Securitized Income Fund, Voya Equity Trust, Voya Funds Trust, Voya Mutual Funds, and Voya Separate Portfolios Trust to elect 10 Trustees to their respective Boards, including 6 current Trustees and 4 new nominees.
• The second meeting will ask shareholders of Voya Credit Income Fund (CIF) to approve an amendment to its fundamental investment restriction, allowing the Fund to purchase and sell equity securities more broadly, beyond incidental acquisition or borrower reorganization.
• Shareholders of Voya Global Income & Growth Fund (GI&G Fund) will be asked to approve an amendment to its investment management agreement, changing from a trifurcated fee schedule to a flat fee of 0.750% of the Fund's average daily net assets.
• The proposed fee change for GI&G Fund is in connection with its transition from a fund-of-funds to a fund that primarily invests directly in other securities; management states there is no expected financial impact based on current investments.
• The Board of Trustees has unanimously approved and recommends a 'FOR' vote for all proposals and nominees.
• The record date for shareholders entitled to vote is June 16, 2025, and proxy ballots must be received by September 10, 2025, 5:00 P.M. local time.
• The estimated cost for proxy solicitation is $552,690, to be borne by the Funds, with the Adviser covering a portion due to expense limitation arrangements.

Sentiment

Score: 7

Explanation: The document presents a positive and proactive tone, with unanimous Board recommendations for all proposals. While there's a potential for higher future fees for one fund under certain conditions, it's framed as a strategic adjustment with no immediate negative impact, contributing to an overall favorable sentiment regarding the company's governance and strategic direction.

Positives

• The Board of Trustees has unanimously approved and recommends a 'FOR' vote for all proposed changes and trustee nominees, indicating internal alignment.
• The proposed amendment for Voya Credit Income Fund (CIF) aims to allow the Fund to invest 'opportunistically' in equity securities, potentially enhancing its investment flexibility and opportunities.
• The management fee change for Voya Global Income & Growth Fund (GI&G Fund) is stated to have 'no financial impact' based on the Fund's current investment strategy, as it already invests solely in Direct Investments at the proposed 0.750% rate.
• The addition of four new Trustee nominees (Jody T. Foster, Dennis Johnson, Mark R. Wetzel, Christian G. Wilson) brings diverse professional experience in risk management, investment advisory, and corporate leadership to the Board.

Negatives

• If Voya Global Income & Growth Fund (GI&G Fund) were to invest in Underlying Funds or Other Investments in the future, it would bear an aggregate higher management fee (0.750% vs. current 0.180% and 0.400% respectively) under the proposed flat fee schedule.
• Two current Independent Trustees, Sheryl K. Pressler and Martin J. Gavin, are anticipated to retire at the end of 2025 due to the Board's retirement policy, which will lead to further changes in Board composition.

Risks

• If Voya Global Income & Growth Fund shareholders do not approve the proposed amendment to the investment management agreement, the current fee structure will remain in place, and the Board will need to determine what additional actions, if any, should be taken.
• The proposed flat management fee for Voya Global Income & Growth Fund could lead to higher aggregate fees for shareholders in the future if the Fund's investment strategy shifts to include more Underlying Funds or Other Investments, despite current management intentions.

Future Outlook

Management believes the proposed amendment to Voya Credit Income Fund's investment restriction will be advantageous by allowing opportunistic investment in equity securities. For Voya Global Income & Growth Fund, management has no current intention of materially investing in Underlying Funds or Other Investments, suggesting the new flat fee structure is appropriate for its current direct investment strategy. Two Independent Trustees are anticipated to retire at the end of 2025 due to age policy, which will lead to further Board composition changes.

Management Comments

• "Your vote is important to us. Please take a few minutes to review this proxy statement and vote your shares today."
• "We appreciate your participation and prompt response in this matter and thank you for your continued support."
• "The Board has unanimously approved each proposal and recommends that you vote FOR each proposal, and FOR each nominee, as described in the proxy statement."
• "Management recommended these changes to allow the Fund to invest opportunistically in certain equity securities."
• "Management has monitored the GI&G Fund in the year following the above described investment strategy changes and has determined that the GI&G Fund has no current intention to invest in Underlying Funds or Other Investments, and as a result believes that, subject to shareholder approval, this new fee structure is appropriate for the GI&G Fund."

Industry Context

This proxy statement reflects standard corporate governance practices for investment companies, including the regular election of trustees and adjustments to fund investment policies and fee structures. The shift of Voya Global Income & Growth Fund from a fund-of-funds model to direct securities investment aligns with broader trends in asset management where firms may seek to optimize internal management or respond to market demands for more direct investment exposures. The adoption of virtual shareholder meetings is also a common practice in the current financial landscape.

Comparison to Industry Standards

• The Board's consideration for the Voya Global Income & Growth Fund's management fee amendment included a 'comparison of the amended fee schedule with selected peer groups of mutual funds,' but specific comparable companies, projects, or results were not detailed in the document.
• The Nominating and Governance Committee undertakes a 'periodic study of compensation paid to independent board members of investment companies' to inform compensation recommendations for Independent Trustees, but no specific global benchmarks or comparable companies were listed.

Management Changes

Corporate Governance

Related Party Transactions

• Voya Investments, LLC (the Adviser), Voya Investment Management Co. LLC (the Sub-Adviser), and Voya Investments Distributor, LLC (the Distributor) are all indirect subsidiaries or affiliates of Voya Financial, Inc.
• Officers of the Trusts who are also officers or employees of the Adviser or its affiliates do not receive separate compensation from the Trusts for their services.
• The Adviser pays all fees to the Sub-Advisers, executive salaries and expenses of Trustees who are employees of the Manager or its affiliates, and office rent of the Trust.
• The Adviser is expected to bear a portion of the proxy solicitation costs due to expense limitation arrangements or other management fee arrangements applicable for certain Funds.

Stakeholder Impact

• Shareholders: Directly impacted by the proposals, as they are asked to vote on the election of Trustees and significant changes to fund investment strategies and management fee structures. Potential for higher future management fees for GI&G Fund shareholders if the fund's investment mix changes.
• Trustees/Management: The proposals involve the election of new Trustees and the anticipated retirement of existing ones, affecting the composition and leadership of the Board. Management's strategic recommendations are being put to a shareholder vote.
• Adviser/Sub-Adviser/Distributor: Their roles and compensation structures are directly affected by the proposed management agreement amendment for GI&G Fund and the overall governance structure of the Voya family of funds.

Next Steps

• Shareholders are urged to review the proxy statement and vote their shares by September 10, 2025.
• The Joint Special Meetings of Shareholders will be held virtually on September 11, 2025.
• If approved, the fee modifications for Voya Global Income & Growth Fund will become effective on November 1, 2025.
• Ms. Pressler and Mr. Gavin are anticipated to retire as Independent Trustees at the end of 2025, which will necessitate further Board adjustments.

Key Dates

Keywords

Voya, SEC filing, proxy statement, mutual funds, investment funds, corporate governance, trustee election, investment strategy, management fees, shareholder meeting, DEF 14A, Voya Credit Income Fund, Voya Global Income & Growth Fund, equity securities, fund-of-funds