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    SEC Form N-CSR filed by Voya Emerging Markets High Income Dividend Equity Fund

    5/8/25 3:50:07 PM ET
    $IHD
    Investment Managers
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    N-CSR 1 tm258877d4_ncsr.htm N-CSR

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    Form N-CSR

     

    CERTIFIED SHAREHOLDER REPORT OF

    REGISTERED MANAGEMENT INVESTMENT COMPANIES

     

    Investment Company Act file number: 811-22438

     

    Voya Emerging Markets High Dividend Equity Fund

    (Exact name of registrant as specified in charter)

     

    7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ  85258
    (Address of principal executive offices)  (Zip code)

     

    Huey P Falgout Jr., 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258

    (Name and address of agent for service)

     

    Registrant’s telephone number, including area code: 1-800-992-0180

     

    Date of fiscal year end: February 28

     

    Date of reporting period: February 28, 2025

     

     

     

     

     

     

    Item 1. Reports to Stockholders.

     

    (a)The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

     

     

     

    Annual Report

     

    February 28, 2025

     

    Voya Emerging Markets High Dividend Equity Fund

     

     

     

     

     

     

     

     

     

      

     

     

     

     

     

     

     

     

     

     

     

    This report is intended for existing current holders. It is not a prospectus. This information should be read carefully.

     

    E-Delivery Sign-up – details inside

     

     

    INVESTMENT MANAGEMENT

     

    voyainvestments.com

     

     

     

     

    TABLE OF CONTENTS

     

     

    Principal Investment Strategies and Portfolio Managers’ Commentary   2
    Report of Independent Registered Public Accounting Firm   6
    Statement of Assets and Liabilities   7
    Statement of Operations   8
    Statements of Changes in Net Assets   9
    Financial Highlights   10
    Notes to Financial Statements   11
    Portfolio of Investments   21
    Tax Information   29
    Shareholder Meeting Information   30
    Trustee and Officer Information   31
    Advisory and Sub-Advisory Contract Approval Discussion   36
    Principal Risks   40
    Additional Information   47

     

     

     

     

     

     

     

     

      Go Paperless with E-Delivery!  
    Sign up now for on-line prospectuses, fund reports, and proxy statements.
    Just go to individuals.voya.com/page/e-delivery, follow the directions and complete the quick 5 Steps to Enroll.
    You will be notified by e-mail when these communications become available on the internet.

     

     

     

     

     

     

     

     

    PROXY VOTING INFORMATION

     

    A description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio securities is available: (1) without charge, upon request, by calling Shareholder Services toll-free at (800) 992-0180; and (2) on the U.S. Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov. Information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Fund’s website at https://individuals.voya.com and on the SEC’s website at www.sec.gov.

     

    QUARTERLY PORTFOLIO HOLDINGS 

    The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form NPORT-P. The Fund’s Forms NPORT-P are available on the SEC’s website at www.sec.gov. The Fund’s complete schedule of portfolio holdings is available at: https://individuals.voya.com/product/closed-end-fund/prospectuses-reports and without charge upon request from the Fund by calling Shareholder Services toll-free at (800) 992-0180.

     

     

     

      Benchmark Descriptions
     

     

    Index Description
    MSCI Emerging Markets IndexSM An index that measures the performance of securities listed on exchanges in developing nations throughout the world.

     

     1

     

    Voya Emerging Markets High Dividend Equity Fund Principal Investment Strategies and
    Portfolio Managers’ Commentary
     

     

    Voya Emerging Markets High Dividend Equity Fund (the “Fund”) is a diversified closed-end fund with the primary investment objective of providing total return through a combination of current income, capital gains and capital appreciation. The Fund seeks to achieve its investment objectives by investing principally in a portfolio of equity securities, primarily of issuers in emerging market countries. The Fund will also normally seek to secure gains and enhance the stability of returns over a market cycle by writing (selling) call options on selected exchange-traded funds (“ETFs”) and/or international, regional or country indices of equity securities, and/or on equity securities.

     

    Portfolio Management*: The Fund is managed by Susanna Jacob and Justin Montminy, CFA, Portfolio Managers, Voya Investment Management Co. LLC — the Sub-Adviser.

     

    Equity Portfolio Construction: Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in dividend-producing equity securities of, or derivatives having economic characteristics similar to the equity securities of, issuers in emerging markets. For purposes of this 80% policy, issuers in emerging markets means issuers in countries included in the MSCI Emerging Markets IndexSM (the “Index”). The Fund 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, the Fund 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 Fund’s name suggests.

     

    The Sub-Adviser seeks to construct a portfolio with a weighted average gross dividend yield that exceeds the dividend yield of the Index.

               
     

    Geographic Diversification
    as of February 28, 2025

    (as a percentage of net assets)

      China   30.3%  
      Taiwan   17.1%  
      India   15.7%  
      South Korea   9.5%  
      Brazil   4.3%  
      Saudi Arabia   2.9%  
      United Arab Emirates   2.5%  
      South Africa   2.2%  
      Malaysia   1.9%  
      Greece   1.8%  
      Countries between 0.0% - 1.7%^   8.3%  
      Assets in Excess of Other Liabilities*   3.5%  
      Net Assets   100.0%  
      * Includes short-term investments and exchange-traded funds.  
      ^ Includes 16 countries, which each 0.0% - 1.7% of net assets.  
    Portfolio holdings are subject to change daily.
     

     

    The Fund will invest in equity securities and will select securities based upon quantitative analysis. The Sub-Adviser uses an internally developed quantitative computer model to create a target universe of global securities with above average dividend yields compared to the Index, which the Sub-Adviser believes exhibit stable dividend yields within each geographic region and industry sector. The model also seeks to exclude from the target universe securities issued by companies that the Sub-Adviser believes exhibit characteristics that indicate that they are at risk of reducing or eliminating the dividends paid on their securities. Once the Sub-Adviser creates this target universe, the Sub-Adviser seeks to identify the most attractive securities within various geographic regions and sectors by ranking each security relative to other securities within its region or sector, as applicable, using a proprietary multi-factor model. The Sub-Adviser then uses optimization techniques to seek to achieve the portfolio’s target dividend yield, determine active weights, and neutralize region and sector exposures in order to create a portfolio that the Sub-Adviser believes will provide the potential for maximum total return.

     

             
    Top Ten Holdings  
    as of February 28, 2025  
    (as a percentage of net assets)  
      Taiwan Semiconductor Manufacturing Co. Ltd.   9.9%  
      Tencent Holdings Ltd.   5.2%  
      Alibaba Group Holding Ltd.   2.7%  
      Samsung Electronics Co. Ltd.   2.4%  
      iShares MSCI Emerging Markets ETF   1.8%  
      ICICI Bank Ltd.   1.5%  
      Meituan - Class B   1.3%  
      Xiaomi Corp. - Class B   1.3%  
      MediaTek, Inc.   1.1%  
      Hon Hai Precision Industry Co. Ltd.   1.1%  
    Portfolio holdings are subject to change daily.
             

    In evaluating investments for the Fund, the Sub-Adviser, through its quantitative methods and models, takes into account a wide variety of factors and considerations to determine whether any or all of those factors or considerations might have a material effect on the value, risks, or prospects of a company. Among the factors considered, the Sub-Adviser expects that its quantitative methods and models will typically take into account environmental, social, and governance (“ESG”) factors. In considering ESG factors, the Sub-Adviser's quantitative methods and models will rely primarily on factors identified through the Sub-Adviser's proprietary empirical research and on third-party evaluations of a company's ESG standing. ESG factors will be only one of many considerations in the evaluation of any potential investment; the extent to which ESG factors will affect the Sub-Adviser's decision to invest in a company, if at all, will depend on the operation of the Sub-Adviser's quantitative processes and the judgment of the Sub-Adviser.

     

    The Fund’s Integrated Option Strategy: The Fund writes (sells) call options on selected ETFs, and/or international, regional or country indices of equity securities, and/or on equity securities, with the underlying value 

     

     2

     

    Principal Investment Strategies and
    Portfolio Managers’ Commentary
    Voya Emerging Markets High Dividend Equity Fund
     

     

    of such calls generally representing 15% to 50% of total value of the Fund’s portfolio. The Fund seeks to generate gains from the call writing strategy over a market cycle to supplement the dividend yield of its underlying portfolio. Call options will be written usually at-the-money, out-of-the-money or near-the-money and can be written both in exchange-listed option markets and over-the-counter markets with major international banks, broker-dealers and financial institutions.

     

    Performance: Based on net asset value (“NAV”), the Fund provided a total return of 10.66% for the year ended February 28, 2025.(1) This NAV return reflects an decrease in the Fund’s NAV from $6.03 on February 29, 2024 to $5.86 on February 28, 2025, after taking into account distributions. Based on its share price as of February 28, 2025, the Fund provided a total return of 17.61% for the year.(1) This share price return reflects a increase in the Fund’s share price from $5.17 on February 29, 2024 to $5.34 on February 28, 2025, after taking into account distributions. The Fund is not benchmarked to an index but uses the MSCI Emerging Markets IndexSM as a reference index, which returned 10.07% for the reporting period. During the year, the Fund made distributions totaling $0.68 per share, which were characterized as $0.54 per share from return of capital and $0.14 per share from net investment income.(2) As of February 28, 2025, the Fund had 17,770,130 shares outstanding.

     

    Portfolio Specifics: The Fund employs an emerging markets equity strategy that seeks to maximize total return and generate higher income than the reference index, using model-driven stock selection and call options writing.

     

    Equity portfolio: The underlying equity portfolio outperformed the reference index over the reporting period. Key contributors included the core model (driven by positive impacts from the sentiment and valuation indicators) and higher dividend yield.

     

    On the sector level, stock selection in the financials, industrials and communication services sectors had the largest positive impact on returns. By contrast, stock selection in the information technology, health care and energy sectors detracted from performance.

     

    At the individual stock level, key contributors included overweight positions in Emaar Properties, Vedanta Ltd. and Kingsoft Corp. By contrast, key detractors included the underweight position Xiaomi Corp., and overweight position in Cosan, an underweight position in Meituan Class B. Regionally, stock selection in Latin America contributed while selection in Asia/ Pacific excluding Japan was negative.

     

    Option Portfolio: The Fund's covered call strategy seeks to generate premiums and retain potential for upside appreciation. This strategy detracted from returns during the period. The Fund implemented this strategy by typically writing call options on the EEM exchange-traded fund (ETF). The strike prices of the options written were typically at or near-the-money, with maturities of around one month at inception.

     

    Current Strategy and Outlook: In our view, global economic prospects generally look solid and should continue to be led by the U.S. labor markets appear healthy, with initial claims trending down and the January unemployment rate declining to a historically low 4.0%. In our view, President Trump’s trade policy changes will likely hinder global economic growth and strain supply chain relationships between the U.S. and other countries. We believe companies will likely see higher costs for materials and imported finished products, which may lead to higher prices for consumers. We expect companies to use existing strategies for pricing, supplier negotiations, inventory management and reshoring.

     

    Emerging markets have encountered several challenges, including a stronger U.S. dollar, limited easing cycles and the threat of escalating tariffs. Despite these obstacles, this region has exhibited a diverse and we believe, generally improving fundamental outlook. China, the largest and most significant, has been grappling with deflationary pressures stemming from its highly indebted real estate sector, which has constrained domestic demand, sentiment and corporate profits, leading to what we believe is a self-reinforcing downward spiral. While interest rate cuts have provided some relief, they are in our view, insufficient.

     

    The outlook for other emerging countries is nuanced. For example, India maintains a current account deficit with the U.S. and is therefore less exposed to trade restrictions. But stock valuations, having benefited from capital flight from China, are expensive. Many Southeast Asian countries could exploit increased foreign direct investment, greater participation in global supply chains and favorable demographic trends, which we believe should drive continued economic growth. However, like China, most of these countries run large U.S. trade deficits and face a looming threat of tariff increases. 

     

     3

     

    Voya Emerging Markets High Dividend Equity Fund Principal Investment Strategies and
    Portfolio Managers’ Commentary

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    * Effective February 28, 2025, Vincent Costa and Steven Wetter were removed as portfolio managers to the Fund.

     

    (1) Total returns shown include, if applicable, the effect of fee waivers and/or expense reimbursements by the investment adviser. Had all fees and expenses been considered, the total returns would have been lower.

     

    (2) The final tax composition of dividends and distributions will not be determined until after the Fund’s tax year-end.

     

    The views expressed in this commentary are informed opinions. They should not be considered promises or advice. The views expressed reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

     

    Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. Fund holdings are subject to change daily. The outlook for this Fund may differ from that presented for other Voya mutual funds. This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements. The Fund’s performance returns shown reflect applicable fee waivers and/or expense limits in effect during this period. Absent such fee waivers/expense limitations, if any, performance would have been lower. An index has no cash in its portfolio and imposes no sales charges. An investor cannot invest directly in an index. 

     

     4

     

    Principal Investment Strategies and
    Portfolio Managers’ Commentary
    Voya Emerging Markets High Dividend Equity Fund

     

     

     

    Average Annual Total Returns for the Periods Ended February 28, 2025
      1 Year 5 Year 10 Year  
    Voya Emerging Markets High Dividend Equity Fund at Market Value 17.61% 7.01% 3.86%  
    MSCI Emerging Markets IndexSM 10.07% 4.26% 3.49%  

     

    Based on a $10,000 initial investment, the graph and table above illustrate the total return of Voya Emerging Markets High Dividend Equity Fund against the reference index indicated. The reference index is unmanaged and has no cash in its portfolio and imposes no sales charges. An investor cannot invest directly in a reference index.

     

    The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

     

    The performance shown includes, if applicable, the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total net return. Had all fees and expenses been considered, the total net returns would have been lower.

    Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s current performance may be lower or higher than the performance data shown.

     

    Fund holdings are subject to change daily.

     

    The Fund’s performance prior to May 6, 2019 reflects returns achieved by a different sub-adviser and pursuant to a different investment objective and principal investment strategies. If the Fund’s current sub-adviser, objective and strategies had been in place for the prior period, the performance information shown would have been different.

     

     5

     

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

      

    To the Shareholders and Board of Trustees of Voya Emerging Markets High Dividend Equity Fund

     

    Opinion on the Financial Statements

     

    We have audited the accompanying statement of assets and liabilities of Voya Emerging Markets High Dividend Equity Fund (the “Fund”), including the portfolio of investments, as of February 28, 2025, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the six years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at February 28, 2025, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the six years in the period then ended, in conformity with U.S. generally accepted accounting principles.

     

    The financial highlights for each of the years in the four-year period ended February 28, 2019, were audited by another independent registered public accounting firm whose report, dated April 26, 2019, expressed an unqualified opinion on those financial highlights.

     

    Basis for Opinion

     

    These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

     

    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

     

    Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2025, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

     

     

    We have served as the auditor of one or more Voya investment companies since 2019.

    Boston, Massachusetts

    April 29, 2025 

     

     6

     

    STATEMENT OF ASSETS AND LIABILITIES as of February 28, 2025

     

      

    ASSETS:    
    Investments in securities at fair value*  $102,484,963 
    Short-term investments at fair value†   793,000 
    Cash   182,945 
    Cash pledged as collateral for OTC derivatives (Note 2)   420,000 
    Foreign currencies at value‡   17,503 
    Receivables:     
    Investment securities sold   893,758 
    Dividends   205,182 
    Interest   128 
    Foreign tax reclaims   27,017 
    Prepaid expenses   361 
    Reimbursement due from Investment Adviser   32,168 
    Other assets   7,406 
    Total assets   105,064,431 
          
    LIABILITIES:     
    Payable for investment management fees   93,695 
    Payable to trustees under the deferred compensation plan (Note 6)   7,406 
    Payable for trustee fees   2,791 
    Payable for foreign capital gains tax   421,540 
    Other accrued expenses and liabilities   115,188 
    Written options, at fair value^   240,157 
    Total liabilities   880,777 
    NET ASSETS  $104,183,654 
          
    NET ASSETS WERE COMPRISED OF:     
    Paid-in capital  $173,251,690 
    Total distributable loss   (69,068,036)
    NET ASSETS  $104,183,654 
          
    *     Cost of investments in securities  $89,986,485 
    †    Cost of short-term investments  $793,000 
    ‡    Cost of foreign currencies  $17,175 
    ^     Premiums received on written options  $451,015 
          
    Net assets  $104,183,654 
    Shares authorized   unlimited 
    Par value  $0.010 
    Shares outstanding   17,770,130 
    Net asset value  $5.86 

     

    See Accompanying Notes to Financial Statements

     

     7

     

    STATEMENT OF OPERATIONS for the year ended February 28, 2025

     

     

    INVESTMENT INCOME:    
    Dividends, net of foreign taxes withheld*  $3,774,652 
    Interest   9,768 
    Other   594 
    Total investment income   3,785,014 
          
    EXPENSES:     
    Investment management fees   1,258,727 
    Transfer agent fees   17,685 
    Shareholder reporting expense   36,990 
    Professional fees   187,399 
    Custody and accounting expense   117,585 
    Trustee fees   2,737 
    Miscellaneous expense   33,813 
    Total expenses   1,654,936 
    Waived and reimbursed fees   (120,313)
    Net expenses   1,534,623 
    Net investment income   2,250,391 
    REALIZED AND UNREALIZED GAIN (LOSS):     
    Net realized gain (loss) on:     
    Investments (net of foreign capital gains taxes withheld^)   3,727,599 
    Forward foreign currency contracts   11,293 
    Foreign currency related transactions   (135,448)
    Written options   (906,287)
    Net realized gain   2,697,157 
          
    Net change in unrealized appreciation (depreciation) on:     
    Investments (net of foreign capital gains taxes accrued#)   3,988,530 
    Foreign currency related transactions   (2,394)
    Written options   300,601 
    Net change in unrealized appreciation (depreciation)   4,286,737 
    Net realized and unrealized gain   6,983,894 
    Increase in net assets resulting from operations  $9,234,285 
          
    *     Foreign taxes withheld  $430,315 
    ^     Foreign capital gains taxes withheld  $364,786 
    #    Change in foreign capital gains taxes accrued  $314,228 

     

    See Accompanying Notes to Financial Statements 

     

     8

     

    STATEMENTS OF CHANGES IN NET ASSETS

     

     

       Year Ended   Year Ended 
      February 28, 2025   February 29, 2024 
    FROM OPERATIONS:    
    Net investment income  $2,250,391   $2,245,095 
    Net realized gain (loss)   2,697,157    (3,302,596)
    Net change in unrealized appreciation (depreciation)   4,286,737    11,450,355 
    Increase in net assets resulting from operations   9,234,285    10,392,854 
               
    FROM DISTRIBUTIONS TO SHAREHOLDERS:          
    Total distributions (excluding return of capital)   (2,603,787)   (3,784,919)
    Return of capital   (9,775,156)   (6,054,963)
    Total distributions   (12,378,943)   (9,839,882)
               
    FROM CAPITAL SHARE TRANSACTIONS:          
    Cost of shares repurchased   (1,637,310)   (1,434,821)
    Net decrease in net assets resulting from capital share transactions   (1,637,310)   (1,434,821)
    Net decrease in net assets   (4,781,968)   (881,849)
               
    NET ASSETS:          
    Beginning of year or period   108,965,622    109,847,471 
    End of year or period  $104,183,654   $108,965,622 

     

    See Accompanying Notes to Financial Statements

     

     9

     

    FINANCIAL HIGHLIGHTS

     

     

    Selected data for a share of beneficial interest outstanding throughout each year or period.

     

        Per Share Operating Performance   Ratios and Supplemental Data
           

    Income

    (loss) from

    investment

    operations

           Less Distributions                               Ratios to average
    net assets
       
       

    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
       Accretion
    to net
    asset
    value
    due to
    tender
    offer
       Net
    asset
    value,
    end of
    year
    or
    period
       Market
    value,
    end of
    year
    or
    period
       Total
    investment
    return
    at net
    asset
    value(1)
       Total
    investment
    return
    at market
    value(2)
       Net
    assets,
    end of
    year or
    period
    000’s
       Gross
    expenses
    prior to
    expense
    waiver/
    recoupment(3)
       Net
    expenses
    after
    expense
    waiver/
    recoupment(3),(4)
       Net
    investment
    income
    (loss)(3),(4)
       Portfolio
    turnover
    rate
    Year or
    period ended
       ($)    ($)    ($)    ($)    ($)    ($)    ($)    ($)    ($)    ($)    ($)    (%)    (%)    ($000’s)  (%)    (%)    (%)    (%)
    02-28-25     6.03     0.12•     0.39     0.51     0.14     —     0.54     0.68     —     5.86     5.34     10.66     17.61     104,184     1.51     1.40     2.06     72
    02-29-24     5.98     0.12•     0.47     0.59     0.21     —     0.33     0.54     —     6.03     5.17     12.05     9.43     108,966     1.47     1.40     2.08     80
    02-28-23     7.57     0.18•     (1.05)     (0.87)     0.18     —     0.54     0.72     —     5.98     5.25     (10.21)     (14.26)     109,847     1.43     1.40     2.85     70
    02-28-22     8.49     0.14•     (0.34)     (0.20)     0.11     —     0.61     0.72     —     7.57     6.96     (2.15)     (3.93)     144,187     1.35     1.35     1.68     66
    02-28-21     7.61     0.11•     1.49     1.60     0.09     —     0.63     0.72     —     8.49     7.95     24.24     32.34     161,564     1.36     1.36     1.46     55
    02-29-20     8.89     0.19     (0.74)     (0.55)     0.28     —     0.45     0.73     —     7.61     6.69     (6.03)     (12.67)     144,923     1.39     1.39     2.29     103
    02-28-19     9.87     0.20     (0.44)     (0.24)     0.17     —     0.57     0.74     —     8.89     8.41     (1.39)     (2.23)     169,189     1.47     1.47     2.21     53
    02-28-18     9.24     0.18     1.19     1.37     0.18     —     0.56     0.74     —     9.87     9.42     15.77     22.67     187,770     1.44     1.44     1.82     41
    02-28-17     7.81     0.18     2.13     2.31     0.19     —     0.69     0.88     —     9.24     8.32     32.30     38.66     175,716     1.43     1.43     2.06     39
    02-29-16     11.57     0.20     (2.92)     (2.72)     0.21     —     0.83     1.04     —     7.81     6.71     (23.98)(5)     (28.30)     152,682     1.47     1.47     1.99     30

      

     
    (1)   Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the dividend reinvestment plan. Total investment return at net asset value is not annualized for periods less than one year.
    (2)   Total investment return at market value measures the change in the market value of your investment assuming reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the Fund’s dividend reinvestment plan. Total investment return at market value is not annualized for periods less than one year.
    (3)   Annualized for periods less than one year.
    (4)   The Investment Adviser has entered into a written expense limitation agreement with the Fund under which it will limit the expenses of the Fund (excluding interest, taxes, investment-related costs, leverage expenses, extraordinary expenses and acquired fund fees and expenses) subject to possible recoupment by the Investment Adviser within three years of being incurred.
    (5)   Excluding amounts related to a foreign currency settlement recorded in the fiscal year ended February 29, 2016, total return would have been (24.08)%.
    •  Calculated using average number of shares outstanding throughout the year or period.

     

    See Accompanying Notes to Financial Statements

     

    10

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025

     

     

    NOTE 1 — ORGANIZATION

     

    Voya Emerging Markets High Dividend Equity Fund (the “Fund”) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is organized as a Delaware statutory trust.

     

    Voya Investments, LLC (“Voya Investments” or the “Investment Adviser”), an Arizona limited liability company, serves as the Investment Adviser to the Fund. The Investment Adviser has engaged Voya Investment Management Co. LLC (“Voya IM” or the “Sub-Adviser”), a Delaware limited liability company, to serve as the Sub-Adviser to the Fund.

     

    NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

     

    The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Board Codification Topic 946 Financial Services - Investment Companies.

     

    The following significant accounting policies are consistently followed by the Fund in the preparation of its financial statements. The Fund is considered an investment company under U.S. generally accepted accounting principles (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies.

     

    A. Security Valuation. The Fund is open for business every day the New York Stock Exchange (“NYSE”) opens for regular trading (each such day, a “Business Day”). The net asset value (“NAV”) per share of the Fund is determined each Business Day as of the close of the regular trading session (“Market Close”), as determined by the Consolidated Tape Association (“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 the Fund is calculated by taking the value of the Fund’s assets, subtracting the Fund’s liabilities, and dividing by the number of shares that are outstanding. On days when the Fund is closed for business, Fund shares will not be priced and the Fund does not transact purchase and redemption orders. To the extent the Fund’s assets are traded in other markets on days when the Fund does not price its shares, the value of the Fund’s assets will likely change and you will not be able to purchase or redeem shares of the Fund.

     

    Portfolio securities 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 the Fund may invest explain the

    circumstances under which they will use fair value pricing and the effects of using fair value pricing. Foreign 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 Fund assets, the asset 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 the Fund’s assets, the Investment Adviser, pursuant to its fair valuation policy, may consider inputs from pricing service providers, broker-dealers, or the Fund’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 an asset’s fair value. Because trading hours for certain foreign securities end before Market Close, closing market quotations may become unreliable. The prices of foreign securities will generally be adjusted based on inputs from an independent pricing service that are intended to reflect valuation changes through the NYSE close. Because of the inherent uncertainties of fair valuation, the values used to determine the Fund’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 the Fund.

     

    The Fund’s financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

     

    Various valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value:

     

    Level 1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date.

     

    Level 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads).

     

     11

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

     

    Level 3 – unobservable inputs (including the fund’s own assumptions in determining fair value).

     

    Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.

     

    A table summarizing the Fund’s investments under these levels of classification is included within the Portfolio of Investments.

     

    Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than quoted prices for an asset or liability that are observable are classified as “Level 2” and significant unobservable inputs, including the Sub-Adviser’s or Pricing Committee’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Short-term securities of sufficient credit quality are generally considered to be Level 2 securities under applicable accounting rules. A table summarizing the Fund’s investments under these levels of classification is included within the Portfolio of Investments.

     

    GAAP requires a reconciliation of the beginning to ending balances for reported fair values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in or out of the Level 3 category during the period. A reconciliation of Level 3 investments within the Portfolio of Investments is presented only when the Fund has a significant amount of Level 3 investments.

    B. Securities Transactions and Revenue Recognition. Securities transactions are recorded on the trade date. Realized gains or losses on sales of investments are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Premium amortization and discount accretion are determined using the effective yield method. Dividend income is recorded on the ex-dividend date, or in the case of some foreign dividends, when the information becomes available to the Fund.

     

    C. Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis: 

     

    (1)Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close.

     

    (2)Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

     

    Although the net assets and the market values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities’ current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

     

    Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities. The foregoing risks are even

     

     12

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

     

    greater with respect to securities of issuers in emerging markets.

     

    D. Distributions to Shareholders. Effective May 1, 2024, the Fund makes monthly dividend distributions from its cash available for distribution, which consists of the Fund’s dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized gains on investments. Such monthly distributions may also consist of return of capital. Prior to May 1, 2024, the Fund made quarterly distributions from its cash available for distribution, which consisted of the Fund’s dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized gains on investments. Such quarterly distributions may also have consisted of return of capital. At least annually, the Fund intends to distribute all or substantially all of its net realized capital gains. Distributions are recorded on the ex-dividend date. Distributions are determined annually in accordance with federal tax regulations, which may differ from GAAP for investment companies.

     

    The tax treatment and characterization of the Fund’s distributions may vary significantly from time to time depending on whether the Fund has gains or losses on the call options written in its portfolio versus gains or losses on the equity securities in the portfolio. Each month, the Fund will provide disclosures with distribution payments made that estimate the percentages of that distribution that represent net investment income, other income or capital gains, and return of capital, if any. The final composition of the tax characteristics of the distributions cannot be determined with certainty until after the end of the Fund’s tax year, and will be reported to shareholders at that time. A significant portion of the Fund’s distributions may constitute a return of capital. The amount of monthly distributions will vary, depending on a number of factors. As portfolio and market conditions change, the rate of dividends on the common shares will change. There can be no assurance that the Fund will be able to declare a dividend in each period.

     

    E. Federal Income Taxes. It is the policy of the Fund to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, a federal income tax or excise tax provision is not required. Management has considered the sustainability of the Fund’s tax positions taken on federal income tax returns for all open tax

    years in making this determination. The Fund may utilize equalization accounting for tax purposes, whereby a portion of redemption payments are treated as distributions of income or gain.

     

    F. Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

     

    G. Risk Exposures and the Use of Derivative Instruments. The Fund’s investment objectives permit the Fund to enter into various types of derivatives contracts, including, but not limited to, forward foreign currency exchange contracts and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase or decrease the level of risk, or change the level or types of exposure to risk factors. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of affecting a similar response to market or credit factors.

     

    In pursuit of its investment objectives, the Fund may seek to increase or decrease its exposure to the following market or credit risk factors:

     

    Credit Risk. The price of a bond or other debt instrument is likely to fall if the issuer’s actual or perceived financial health deteriorates, whether because of broad economic or issuer-specific reasons. In certain cases, the issuer could be late in paying interest or principal, or could fail to pay its financial obligations altogether.

     

    Equity Risk. Stock prices may be volatile or have reduced liquidity in response to real or perceived impacts of factors including, but not limited to, economic conditions, changes in market interest rates, and political events. Stock markets tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes during some periods. Additionally, legislative, regulatory or tax policies or developments in these areas may adversely impact the investment techniques available to a manager, add to costs and impair the ability of the Fund to achieve its investment objectives.

     

    Foreign Exchange Rate Risk. To the extent that the Fund invests directly 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

     

     13

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

     

    (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 Fund 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 U.S. or foreign 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 United States or abroad.

     

    Interest Rate Risk. A rise in market interest rates generally results in a fall in the value of bonds and other debt instruments; conversely, values generally rise as market interest rates fall. Interest rate risk is generally greater for debt instruments than floating-rate instruments. The higher the credit quality of the instrument, and the longer its maturity or duration, the more sensitive it is to changes in market interest rates. Duration is a measure of sensitivity of the price of a debt instrument to a change in interest rate. The U.S. Federal Reserve Board recently lowered interest rates following a period of consistent rate increases. Declining market interest rates increase the likelihood that debt instruments will be pre-paid. Rising market interest rates have unpredictable effects on the markets and may expose debt and related markets to heightened volatility. To the extent that a mutual fund invests in debt instruments, an increase in market interest rates may lead to increased redemptions and increased portfolio turnover, which could reduce liquidity for certain investments, adversely affect values, and increase costs. Increased redemptions may cause a mutual fund to liquidate portfolio positions when it may not be advantageous to do so and may lower returns. If dealer capacity in debt markets is insufficient for market conditions, it may further inhibit liquidity and increase volatility in debt markets. Fiscal, economic, monetary, or other governmental policies or measures have in the past, and may in the future, cause or exacerbate risks associated with interest rates, including changes in interest rates. Negative or very low interest rates could magnify the risks associated with changes in interest rates. In general, changing interest rates, including rates that fall below zero, could have unpredictable effects on markets and may expose debt and related markets to heightened volatility. Changes to monetary policy by the U.S. Federal Reserve Board or other regulatory actions could expose debt and related markets to heightened volatility, interest rate sensitivity, and reduced liquidity, which may impact operations and return potential.

    Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market or credit risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market or credit risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected, resulting in losses for the combined or hedged positions.

     

    Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in market interest rates and liquidity and volatility risk. The amounts required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the Fund. Therefore, the purchase of certain derivatives may have an economic leveraging effect on the Fund and exaggerate any increase or decrease in the NAV. Derivatives may not perform as expected, so the Fund 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 currency, security or other risk being hedged. When used as an alternative or substitute for direct cash investments, the return provided by the derivative may not provide the same return as direct cash investment. In addition, given their complexity, derivatives expose the Fund to the risk of improper valuation.

     

    Generally, derivatives are sophisticated financial instruments whose performance is derived, at least in part, from the performance of an underlying asset or assets. Derivatives include, among other things, swap agreements, options, forwards and futures. Investments in derivatives are generally negotiated over-the-counter (“OTC”), 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 securities may experience periods of illiquidity which could cause the Fund to hold a security it might otherwise sell, or to sell a security it otherwise might hold at inopportune times or at an unanticipated 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.

     

    Counterparty Credit Risk and Credit Related Contingent Features. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to

     

     14

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

     

    market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that it believes to be creditworthy at the time of the transaction. To reduce this risk, the Fund generally enters into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) Master Agreements (“Master Agreements”). These agreements are with select counterparties and they govern transactions, including certain OTC derivative and forward foreign currency contracts, entered into by the Fund and the counterparty. The Master Agreements maintain provisions for general obligations, representations, agreements, collateral, and events of default or termination. The occurrence of a specified event of termination may give a counterparty the right to terminate all of its contracts and affect settlement of all outstanding transactions under the applicable Master Agreement.

     

    The Fund may also enter into collateral agreements with certain counterparties to further mitigate counterparty credit risk associated with OTC derivative and forward foreign currency contracts. Subject to established minimum levels, collateral is generally determined based on the net aggregate unrealized gain or loss on contracts with a certain counterparty. Collateral pledged to the Fund is held in a segregated account by a third-party agent and can be in the form of cash or debt securities issued by the U.S. government or related agencies.

     

    The Fund’s maximum risk of loss from counterparty credit risk on OTC derivatives is generally the aggregate unrealized gain in excess of any collateral pledged by the counterparty to the Fund. For purchased OTC options, the Fund bears the risk of loss in the amount of the premiums paid and the change in market value of the options should the counterparty not perform under the contracts. The Fund did not enter into any purchased OTC options during the year ended February 28, 2025.

     

    The Fund’s master agreements with derivative counterparties have credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and/or a percentage decrease in the Fund’s NAV, which could cause the Fund to accelerate payment of any net liability owed to the counterparty. The contingent features are established within the Fund’s Master Agreements.

    Written options by the Fund do not give rise to counterparty credit risk, as written options obligate the Fund to perform and not the counterparty. As of February 28, 2025, the total value of open written OTC call options subject to Master Agreements in a liability position was $240,157. If a contingent feature had been triggered, the Fund could have been required to pay this amount in cash to its counterparties. At February 28, 2025, the Fund pledged $420,000 in cash collateral for its open written OTC call options at year end. There were no credit events during the year ended February 28, 2025 that triggered any credit related contingent features.

     

    H. Forward Foreign Currency Contracts and Futures Contracts. The Fund may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a forward foreign currency contract, the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Fund’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the statement of assets and liabilities. Realized and unrealized gains and losses on forward foreign currency contracts are included on the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the statement of assets and liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

     

    During the year ended February 28, 2025, the Fund used forward foreign currency contracts to hedge its investments in non-U.S. dollar denominated equity securities in an attempt to decrease the volatility of the Fund’s NAV.

     

    During the year ended February 28, 2025, the Fund had average contract amounts on forward foreign currency contracts to sell of $8,643. There were no open forward foreign currency contracts at February 28, 2025.

     

    The Fund may enter into futures contracts involving foreign currency, interest rates, securities and securities indices. A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts. Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.

     

     15

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

     

    Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses and, if any, shown as variation margin receivable or payable on futures contracts on the Statement of Assets and Liabilities. Open futures contracts are reported on a table following the Fund’s Portfolio of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are footnoted in the Portfolio of Investments. Cash collateral held by the broker to cover initial margin requirements on open futures contracts are noted in the Fund’s Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Fund’s Statement of Operations. Realized gains (losses) are reported in the Fund’s Statement of Operations at the closing or expiration of futures contracts.

     

    Futures contracts are exposed to the market risk factor of the underlying financial instrument. The Fund purchases and sells futures contracts on various equity indices to enable the Fund to make market directional tactical decisions to enhance returns, to protect against a decline in its assets or as a substitute for the purchase or sale of equity securities. Additional associated risks of entering into futures contracts include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities. With futures, there is minimal counterparty credit risk to the Fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.

     

    The Fund did not enter into any futures contracts during the year ended February 28, 2025.

     

    I. Options Contracts. The Fund may purchase put and call options and may write (sell) put options and covered call options. The premium received by the Fund upon the writing of a put or call option is included in the Statement of Assets and Liabilities as a liability which is subsequently marked-to-market until it is exercised or closed, or it expires. The Fund will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option or purchased put option or the purchase cost of the security for a written put option or a purchased call option is adjusted by the amount of premium received or

    paid. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.

     

    The Fund seeks to generate gains from the OTC call options writing strategy over a market cycle to supplement the dividend yield of its underlying portfolio of high dividend yield equity securities.

     

    During the year ended February 28, 2025, the Fund had an average notional amount of $21,506,607 on written equity options. Please refer to the table within the Portfolio of Investments for open written equity options at February 28, 2025.

     

    J. Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, management considers the risk of loss from such claims remote.

     

    NOTE 3 — INVESTMENT TRANSACTIONS

     

    The cost of purchases and the proceeds from sales of investments for the year ended February 28, 2025, excluding short-term securities, were $78,602,315 and $92,705,147, respectively.

     

    NOTE 4 — INVESTMENT MANAGEMENT FEES

     

    The Fund has entered into an investment management agreement (“Management Agreement”) with the Investment Adviser. The Investment Adviser has overall responsibility for the management of the Fund. The Investment Adviser oversees all investment management and portfolio management services for the Fund and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Fund, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services. This Management Agreement compensates the Investment Adviser with a management fee, payable monthly, based on an annual rate of 1.15% of the Fund’s average daily managed assets. For purposes of the Management Agreement, managed assets are defined as the Fund’s average daily gross asset value, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Fund and the liquidation preference of any outstanding preferred

     

     16

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 4 — INVESTMENT MANAGEMENT FEES (continued)

     

    shares). As of February 28, 2025, there were no preferred shares outstanding.

     

    The Investment Adviser has entered into a sub-advisory agreement with Voya IM. Voya IM provides investment advice for the Fund and is paid by the Investment Adviser based on the average daily managed assets of the Fund. Subject to policies as the Board or the Investment Adviser may determine, Voya IM manages the Fund’s assets in accordance with the Fund’s investment objectives, policies and limitations.

     

    NOTE 5 — EXPENSE LIMITATION AGREEMENT

     

    The Investment Adviser has entered into a written expense limitation agreement (“Expense Limitation Agreement”) with the Fund under which it will limit the expenses of the Fund, excluding interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and acquired fund fees and expenses to 1.40% of average daily managed assets.

     

    The Investment Adviser may at a later date recoup from the Fund for fees waived and/or other expenses reimbursed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Fund’s expense ratio does not exceed the percentage described above. Waived and reimbursed fees net of any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statement of Operations. Amounts payable by the Investment Adviser are reflected on the accompanying Statement of Assets and Liabilities.

     

    As of February 28, 2025, the amounts of waived and/or reimbursed fees that are subject to possible recoupment

    by the Investment Adviser and the related expiration dates are as follows:

     

    February 28 or 29,     
     2026   2027   2028   Total 
    $30,623  $73,265  $120,313‌  $ 224,201‌ 

     

    The Expense Limitation Agreement is contractual through March 1, 2026 and shall renew automatically for one-year terms. Termination or modification of this obligation requires approval by the Board.

     

    NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     

    The Fund has adopted a deferred compensation plan (the “DC Plan”), which allows eligible independent trustees, as described in the DC Plan, to defer the receipt of all or a portion of the trustees’ fees that they are entitled to receive from the Fund. For purposes of determining the amount owed to the trustee under the DC Plan, the amounts deferred are invested in shares of the funds selected by the trustee (the “Notional Funds”). When the Fund purchases shares of the Notional Funds, which are all advised by Voya Investments, in amounts equal to the trustees’ deferred fees, this results in a Fund asset equal to the deferred compensation liability. Such assets, if applicable, are included as a component of “Other assets” on the accompanying Statement of Assets and Liabilities. Deferral of trustees’ fees under the DC Plan will not affect net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the DC Plan.

     

    NOTE 7 — CAPITAL SHARES

     

    Transactions in capital shares and dollars were as follows:

     

       

    Shares

    repurchased

      

    Net increase

    (decrease) in

    shares

    outstanding

      

    Shares

    repurchased

      

    Net increase

    (decrease)

     
    Year or period ended   #   #   ($)   ($) 
    2/28/2025    (311,878)  (311,878)  (1,637,310)  (1,637,310)
    2/29/2024    (288,243)  (288,243)  (1,434,821)  (1,434,821)

     

    Share Repurchase Program

     

    Effective April 1, 2024, pursuant to an open-market share repurchase program, the Fund may purchase, over the period ending March 31, 2025, up to 10% of its stock in open-market transactions. Previously, pursuant to an open-market share repurchase program effective April 1, 2023,

    the Fund could have purchased, over the one year period ended March 31, 2024, up to 10% of its stock in open-market transactions. The amount and timing of the repurchases will be at the discretion of the Fund’s management, subject to market conditions and investment considerations. There is no assurance that the Fund will purchase shares at any

     

     17

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 7 — CAPITAL SHARES (continued)

     

    particular discount level or in any particular amounts. Any repurchases made under this program would be made on a national securities exchange at the prevailing market price, subject to exchange requirements and volume, timing and other limitations under federal securities laws. The share repurchase program seeks to enhance shareholder value by purchasing shares trading at a discount from their NAV per share. The open-market share repurchase program does not obligate the Fund to repurchase any dollar amount or number of shares of its stock.

     

    For the year ended February 28, 2025, the Fund repurchased 311,878 shares, representing approximately

     

     

    1.76% of the Fund’s outstanding shares for a net purchase price of $1,637,310 (including commissions of $7,797). Shares were repurchased at a weighted-average discount from NAV per share of 11.24% and a weighted-average price per share of $5.22.

     

    For the year ended February 29, 2024, the Fund repurchased 288,243 shares, representing approximately 1.59% of the Fund’s outstanding shares for a net purchase price of $1,434,821 (including commissions of $7,206). Shares were repurchased at a weighted-average discount from NAV per share of 14.64% and a weighted-average price per share of $4.95.

     

    NOTE 8 — FEDERAL INCOME TAXES

     

    The amount of distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from GAAP for investment companies. These book/ tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of foreign currency transactions, income from passive foreign investment companies (PFICs) and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.

     

    Dividends paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for U.S. federal income tax purposes, taxable as ordinary income to shareholders.

     

    The tax composition of dividends and distributions in the current period will not be determined until after the Fund’s tax year-end of December 31, 2025. The composition of distributions presented below may differ from amounts presented elsewhere in this report due to differences in calculations between GAAP (book) and tax. The tax composition of dividends and distributions paid as of the Fund’s most recent tax year-ends was as follows:

     

    Tax Year Ended

     December 31, 2024

     

    Tax Year Ended

     December 31, 2023

     

    Ordinary

    Income

     

    Return of

    Capital

     

    Ordinary

    Income

     

    Return of

    Capital

     
    $ 2,497,238  $10,340,988‌  $3,784,919  $6,937,253‌ 

     

    The tax-basis components of distributable earnings and the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of December 31, 2024 were:

     

    Unrealized            Total 
    Appreciation/  Capital Loss Carryforwards      Distributable 
    (Depreciation)  Amount  Character  Other   Earnings/(Loss) 
    $8,243,845‌  $(5,824,828) Short-term  $(2,056,446)  $(72,289,666)
         (72,652,237) Long-term          
        $(78,477,065)            

     

    The Fund’s major tax jurisdictions are U.S. federal and Arizona state.

     

    As of February 28, 2025, no provision for income tax is required in the Fund’s financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue. Generally, the preceding four tax years remain subject to examination by these jurisdictions.

     

     18

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 9 — MARKET DISRUPTION AND GEOPOLITICAL RISK

     

    The Fund 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, 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. In addition, military action by Russia in Ukraine has, and may continue to, adversely affect global energy and financial markets and therefore could affect the value of the Fund’s investments, including beyond the Fund’s direct exposure to Russian issuers or nearby geographic regions. Furthermore, a prolonged conflict between Hamas and Israel, and the potential expansion of the conflict in the surrounding areas and the involvement of other nations in such conflict, such as the Houthi movement’s attacks on marine vessels in the Red Sea, could further destabilize the Middle East region and introduce new uncertainties in global markets, including the oil and natural gas markets. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict and could be substantial. A number of U.S. domestic banks and foreign (non-U.S.) banks have experienced financial difficulties and, in some cases, failures. There can be no certainty that the actions taken by regulators to limit the effect of those financial difficulties and failures on other banks or other financial institutions or on the U.S. or foreign (non-U.S.) economies generally will be successful. It is possible that more banks or other financial institutions will experience financial difficulties or fail, which may affect adversely other U.S. or foreign (non-U.S.) financial institutions and economies. These events as well as other

    changes in foreign (non-U.S.) and domestic economic, social, and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Fund’s investments. Any of these occurrences could disrupt the operations of the Fund and of the Fund’s service providers.

     

    NOTE 10 — SEGMENT REPORTING

     

    In November 2023, the FASB issued Accounting Standards Update (“ASU”), ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. Adoption of ASU 2023-07, impacts financial statement disclosure only and did not affect the Fund’s financial position or operating results.

     

    Topic 280 defines an operating segment as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the chief operating decision maker (“CODM”) to assess performance and make resource allocation decisions. The Fund has one operating segment that derives its income from earnings on its investments. The Product Review Committee (the “Committee”) of the Investment Adviser and its affiliates is deemed to be the CODM. The Committee is comprised of executive leaders and it reviews the operating results of the Fund holistically. The CODM considers changes in net assets from operations, expense ratios, total returns and fund composition to make resource allocation decisions. Detailed financial information regarding the Fund is disclosed within these financial statements with total assets and liabilities disclosed on the Statement of Assets and Liabilities, investments held on the Portfolio of Investments, results of operations on the Statement of Operations and other information about the Fund's performance, including total return, portfolio turnover and expense ratios within the Financial Highlights.

     

    NOTE 11 — SUBSEQUENT EVENTS

     

    Dividends: Subsequent to February 28, 2025, the Fund made distributions of:

     

    Per Share

     Amount

     

    Declaration

     Date

     

    Payable

     Date

     

    Record

     Date

    $0.055   2/18/2025   3/17/2025   3/3/2025
    $0.055   3/17/2025   4/15/2025   4/1/2025
    $0.055   4/15/2025   5/15/2025   5/1/2025

     

    Each month, the Fund will provide disclosures with distribution payments made that estimate the percentages of that distribution that represent net investment income,

     

     19

     

    NOTES TO FINANCIAL STATEMENTS as of February 28, 2025 (continued)

     

     

    NOTE 11 — SUBSEQUENT EVENTS (continued)

     

    capital gains, and return of capital, if any. A significant portion of the monthly distribution payments made by the Fund may constitute a return of capital.

     

    The Fund has evaluated events occurring after the Statement of Assets and Liabilities date through the date that the financial statements were issued (“subsequent events”) to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.

     

     20

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025
     

     

    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: 94.6%
          Brazil: 2.4%
    83,700   Banco do Brasil SA  $387,391   0.4 
    178,800   Caixa Seguridade Participacoes S/A   460,389   0.4 
    146,300   CCR SA   291,226   0.3 
    79,600   Klabin SA   269,856   0.3 
    143,100   Natura & Co. Holding SA   314,751   0.3 
    18,064   Telefonica Brasil SA   147,853   0.1 
    146,619   TIM SA/Brazil   403,176   0.4 
    14,100   Totvs SA   82,694   0.1 
    12,200   WEG SA   100,561   0.1 
            2,457,897   2.4 
          Chile: 0.4%
    102,432   Falabella SA   401,230   0.4 
                  
          China: 30.3%
    10,000   Airtac International Group   289,909   0.3 
    171,800   Alibaba Group Holding Ltd.   2,840,660   2.7 
    7,886   Autohome, Inc., ADR   226,644   0.2 
    148,000   AviChina Industry & Technology Co. Ltd. - Class H   73,774   0.1 
    1,468,000   Bank of China Ltd. - Class H   834,083   0.8 
    68,000   Beijing Enterprises Holdings Ltd.   234,415   0.2 
    52,300 (1)    BOC Aviation Ltd.   404,020   0.4 
    724,000   Bosideng International Holdings Ltd.   352,921   0.3 
    14,000   BYD Co. Ltd. - Class H   670,890   0.6 
    618,000   China CITIC Bank Corp. Ltd. - Class H   455,283   0.4 
    732,000   China Communications Services Corp. Ltd. - Class H   449,187   0.4 
    1,300,000   China Construction Bank Corp. - Class H   1,102,880   1.1 
    151,000 (1)    China Feihe Ltd.   109,044   0.1 
    213,600   China Gas Holdings Ltd.   185,716   0.2 
    69,000   China Hongqiao Group Ltd.   110,944   0.1 
    11,000   China Merchants Bank Co. Ltd. - Class H   64,573   0.1 
    166,000   China Merchants Port Holdings Co. Ltd.   271,808   0.3 
    272,000   China Minsheng Banking Corp. Ltd. - Class H   129,584   0.1 
    300,000   China Oilfield Services Ltd. - Class H   249,584   0.2 
    104,000   China Overseas Land & Investment Ltd.   192,849   0.2 
    168,529   China Railway Signal & Communication Corp. Ltd. - Class A   134,087   0.1 
    211,000 (1)    China Resources Pharmaceutical Group Ltd.   143,795   0.1 
    277,200 (1)    China Tower Corp. Ltd. - Class H   393,502   0.4 
    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued) 
          China (continued)
    140,600   China XD Electric Co. Ltd. - Class A  $130,628   0.1 
    51,400   China Yangtze Power Co. Ltd. - Class A   193,295   0.2 
    213,000   CMOC Group Ltd. - Class H   143,503   0.1 
    33,000   Dong-E-E-Jiao Co. Ltd. - Class A   256,198   0.2 
    77,800   Dongfang Electric Corp. Ltd. - Class A   156,616   0.2 
    602,000   Far East Horizon Ltd.   455,929   0.4 
    85,800   Focus Media Information Technology Co. Ltd. - Class A   74,974   0.1 
    174,500   Fosun International Ltd.   98,842   0.1 
    16,800 (1)    Giant Biogene Holding Co. Ltd.   135,620   0.1 
    161,200   Goldwind Science & Technology Co. Ltd. - Class A   200,676   0.2 
    187,000   Great Wall Motor Co. Ltd. - Class H   310,636   0.3 
    68,000   Guangdong Investment Ltd.   51,651   0.0 
    18,400   Haier Smart Home Co. Ltd. - Class H   58,938   0.1 
    30,900   Hangzhou GreatStar Industrial Co. Ltd.   131,482   0.1 
    26,000 (1)    Hansoh Pharmaceutical Group Co. Ltd.   60,285   0.1 
    39,000   Hisense Home Appliances Group Co. Ltd. - Class H   132,222   0.1 
    71,000 (1)    Huatai Securities Co. Ltd. - Class H   119,375   0.1 
    651,592   Industrial & Commercial Bank of China Ltd. - Class H   461,440   0.4 
    57,300   Inner Mongolia Yitai Coal Co. Ltd. - Class B   110,580   0.1 
    27,052   JD.com, Inc. - Class A   565,687   0.5 
    178,000   Jiangsu Expressway Co. Ltd. - Class H   202,754   0.2 
    74,900   Jiangsu Zhongtian Technology Co. Ltd. - Class A   142,476   0.1 
    2,984   KE Holdings, Inc., ADR   66,454   0.1 
    69,400   Kingsoft Corp. Ltd.   359,215   0.3 
    286,000   Kunlun Energy Co. Ltd.   285,713   0.3 
    400   Kweichow Moutai Co. Ltd. - Class A   82,757   0.1 
    340,000   Lenovo Group Ltd.   509,717   0.5 
    61,400   Meihua Holdings Group Co. Ltd. - Class A   78,241   0.1 
    63,920 (1)(2)    Meituan - Class B   1,334,589   1.3 
    19,800   MINISO Group Holding Ltd.   102,371   0.1 
    65,600   NARI Technology Co. Ltd. - Class A   211,706   0.2 
    23,900   NetEase, Inc.   475,835   0.5 


    See Accompanying Notes to Financial Statements

     

    21

     

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025 (continued)
     

     

    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued) 
          China (continued)
    25,700   Ningbo Sanxing Medical Electric Co. Ltd. - Class A  $96,862   0.1 
    8,698 (2)    PDD Holdings, Inc., ADR   988,876   0.9 
    933,000   People's Insurance Co. Group of China Ltd. - Class H   460,439   0.4 
    366,000   PetroChina Co. Ltd. - Class H   273,799   0.3 
    324,000   PICC Property & Casualty Co. Ltd. - Class H   530,870   0.5 
    105,000   Ping An Insurance Group Co. of China Ltd. - Class H   622,362   0.6 
    11,800 (1)    Pop Mart International Group Ltd.   158,626   0.2 
    4,905   Qifu Technology, Inc., ADR   196,592   0.2 
    39,000   Sany Heavy Industry Co. Ltd. - Class A   97,727   0.1 
    6,700   Seres Group Co. Ltd. - Class A   112,498   0.1 
    98,900   Shandong Nanshan Aluminum Co. Ltd. - Class A   50,781   0.0 
    164,000   Shanghai Baosight Software Co. Ltd. - Class B   292,370   0.3 
    209,300   Shanghai Pharmaceuticals Holding Co. Ltd. - Class H   317,031   0.3 
    15,200   Sieyuan Electric Co. Ltd. - Class A   152,691   0.1 
    68,000   Sinopharm Group Co. Ltd. - Class H   171,346   0.2 
    19,000   Sinotruk Hong Kong Ltd.   50,450   0.0 
    43,100   TBEA Co. Ltd. - Class A   71,523   0.1 
    87,900   Tencent Holdings Ltd.   5,409,939   5.2 
    17,398   Tencent Music Entertainment Group, ADR   212,082   0.2 
    36,600   Tianqi Lithium Corp. - Class A   164,125   0.2 
    193,000   TravelSky Technology Ltd. - Class H   268,255   0.3 
    7,488   Vipshop Holdings Ltd., ADR   117,711   0.1 
    197,000   Weichai Power Co. Ltd. - Class H   387,964   0.4 
    5,200   Wuliangye Yibin Co. Ltd. - Class A   94,278   0.1 
    37,800   Xiamen C & D, Inc. - Class A   53,712   0.1 
    198,000 (1)(2)    Xiaomi Corp. - Class B   1,325,514   1.3 
    12,100   Yealink Network Technology Corp. Ltd. - Class A   65,683   0.1 
    31,200   Yunnan Yuntianhua Co. Ltd. - Class A   89,790   0.1 
    47,100   Yutong Bus Co. Ltd. - Class A   170,644   0.2 
                  
    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued) 
          China (continued)
    66,400   Zhejiang Chint Electrics Co. Ltd. - Class A  $213,631   0.2 
    91,700   Zhejiang Longsheng Group Co. Ltd. - Class A   118,640   0.1 
    29,600   Zhejiang NHU Co. Ltd. - Class A   86,124   0.1 
    79,200   Zhuzhou CRRC Times Electric Co. Ltd. - Class H   332,760   0.3 
    57,200   ZTE Corp. - Class H   216,721   0.2 
            31,592,973   30.3 
          Colombia: 0.3%
    61,660   Interconexion Electrica SA ESP   304,602   0.3 
           
          Egypt: 0.1%
    189,026   Eastern Co. SAE   115,692   0.1 
           
          Greece: 1.8%
    123,409   Alpha Services and Holdings SA   250,829   0.2 
    140,902   Eurobank Ergasias Services and Holdings SA   367,626   0.3 
    36,712   National Bank of Greece SA   340,877   0.3 
    20,781   OPAP SA   369,376   0.4 
    80,766   Piraeus Financial Holdings SA   381,367   0.4 
    15,098   Public Power Corp. SA   207,627   0.2 
            1,917,702   1.8 
          Hong Kong: 0.2%
    550,000   Sino Biopharmaceutical Ltd.   228,358   0.2 
           
          Hungary: 0.5%
    819   OTP Bank Nyrt   50,266   0.1 
    15,631   Richter Gedeon Nyrt   433,790   0.4 
            484,056   0.5 
          India: 15.7%
    3,444   ABB India Ltd.   195,202   0.2 
    1,926   Apollo Hospitals Enterprise Ltd.   133,657   0.1 
    33,301   Axis Bank Ltd.   388,725   0.4 
    145,249   Bharat Electronics Ltd.   412,288   0.4 
    76,383   Bharat Heavy Electricals Ltd.   157,857   0.1 
    50,440   Bharat Petroleum Corp. Ltd.   137,722   0.1 
    3,063   BSE Ltd.   163,543   0.2 
    13,978   CG Power & Industrial Solutions Ltd.   92,029   0.1 
    11,693   Cipla Ltd./India   188,787   0.2 
    10,956   Colgate-Palmolive India Ltd.   308,983   0.3 
    7,333   Cummins India Ltd.   228,885   0.2 
    23,554   DLF Ltd.   172,261   0.2 
    19,735   Havells India Ltd.   321,721   0.3 
    35,689   HCL Technologies Ltd.   645,941   0.6 
    7,171 (1)    HDFC Asset Management Co. Ltd.   298,647   0.3 
    18,520   HDFC Bank Ltd.   368,627   0.3 


    See Accompanying Notes to Financial Statements

     

    22

     

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025 (continued)
     

     

    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued) 
          India (continued)
    1,656   Hero MotoCorp Ltd.  $69,937   0.1 
    56,018   Hindalco Industries Ltd.   409,074   0.4 
    5,054   Hindustan Aeronautics Ltd.   179,460   0.2 
    28,424   Hindustan Petroleum Corp. Ltd.   95,914   0.1 
    111,251   ICICI Bank Ltd.   1,543,299   1.5 
    5,711 (1)    ICICI Lombard General Insurance Co. Ltd.   110,616   0.1 
    282,794   Indian Oil Corp. Ltd.   369,244   0.3 
    892   Info Edge India Ltd.   71,691   0.1 
    49,628   Infosys Ltd.   970,398   0.9 
    58,628   ITC Ltd.   265,666   0.3 
    22,402   Larsen & Toubro Ltd.   814,365   0.8 
    3,991 (1)    LTIMindtree Ltd.   214,101   0.2 
    14,379   Lupin Ltd.   313,972   0.3 
    4,972 (1)    Macrotech Developers Ltd.   64,564   0.1 
    5,782   Mphasis Ltd.   149,756   0.1 
    166,552   NHPC Ltd.   139,886   0.1 
    391,359   NMDC Ltd.   281,364   0.3 
    61,012   Oil & Natural Gas Corp. Ltd.   158,207   0.1 
    521   Oracle Financial Services Software Ltd.   46,562   0.0 
    5,724   PI Industries Ltd.   197,754   0.2 
    8,777   Pidilite Industries Ltd.   266,930   0.3 
    94,526   Power Finance Corp. Ltd.   397,861   0.4 
    177,055   Power Grid Corp. of India Ltd.   509,763   0.5 
    94,228   REC Ltd.   392,503   0.4 
    18,574   Reliance Industries Ltd.   255,912   0.2 
    93,515   Shriram Finance Ltd.   663,372   0.6 
    942   Siemens Ltd.   50,052   0.0 
    1,506   Solar Industries India Ltd.   150,894   0.1 
    15,073   Sun Pharmaceutical Industries Ltd.   274,897   0.3 
    1,246   Supreme Industries Ltd.   47,635   0.0 
    21,834   Tata Consultancy Services Ltd.   872,935   0.8 
    319,524   Tata Steel Ltd.   504,707   0.5 
    23,006   Tech Mahindra Ltd.   393,780   0.4 
    8,113   Torrent Pharmaceuticals Ltd.   274,072   0.3 
    104,110   Vedanta Ltd.   473,523   0.5 
    55,865   Wipro Ltd.   178,412   0.2 
            16,387,953   15.7 
          Indonesia: 0.6%
    831,400   Adaro Energy Indonesia Tbk PT   104,172   0.1 
    837,700   Bank Central Asia Tbk PT   426,888   0.4 
    214,000   Bank Negara Indonesia Persero Tbk PT   52,249   0.1 
            583,309   0.6 
          Luxembourg: 0.3%
    10,965   Reinet Investments SCA   268,792   0.3 
           
          Malaysia: 1.9%
    339,700   AMMB Holdings Bhd   438,899   0.4 
    126,300   Axiata Group Bhd   59,274   0.0 
                  
    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued) 
          Malaysia (continued)
    103,400   CIMB Group Holdings Bhd  $181,606   0.2 
    392,100   Genting Bhd   289,753   0.3 
    45,700   Hong Leong Bank Bhd   219,695   0.2 
    80,800   Malayan Banking Bhd   194,254   0.2 
    424,800   Public Bank Bhd   432,167   0.4 
    218,000   Sime Darby Bhd   107,197   0.1 
    131,400   YTL Power International Bhd   93,811   0.1 
            2,016,656   1.9 
          Mexico: 1.3%
    10,100   Coca-Cola Femsa SAB de CV   89,826   0.1 
    360,378   Fibra Uno Administracion SA de CV   392,569   0.4 
    11,675   Grupo Aeroportuario del Sureste SAB de CV - Class B   314,198   0.3 
    120,109   Kimberly-Clark de Mexico SAB de CV - Class A   180,450   0.1 
    147,714   Wal-Mart de Mexico SAB de CV   393,036   0.4 
            1,370,079   1.3 
          Peru: 0.1%
    427   Credicorp Ltd.   78,150   0.1 
                  
          Philippines: 0.3%
    30,650   International Container Terminal Services, Inc.   184,875   0.2 
    148,490   Metropolitan Bank & Trust Co.   183,767   0.1 
            368,642   0.3 
          Poland: 0.9%
    3,571   Bank Polska Kasa Opieki SA   151,028   0.1 
    21,763   Powszechna Kasa Oszczednosci Bank Polski SA   372,223   0.4 
    28,230   Powszechny Zaklad Ubezpieczen SA   377,465   0.4 
            900,716   0.9 
          Qatar: 1.1%
    478,152   Barwa Real Estate Co.   374,406   0.3 
    444,779   Mesaieed Petrochemical Holding Co.   174,502   0.2 
    111,396   Ooredoo QPSC   380,601   0.3 
    21,027   Qatar Electricity & Water Co. QSC   85,646   0.1 
    45,549   Qatar Fuel QSC   179,769   0.2 
            1,194,924   1.1 
          Russia: —%
    354,185 (3)    Alrosa PJSC   —   — 
    10,144,776 (3)    Inter RAO UES PJSC   —   — 
    15,442 (3)    Lukoil PJSC   —   — 
    9,459 (3)    Magnit PJSC   —   — 
    116,758 (3)    Mobile TeleSystems PJSC   —   — 
    4,585 (3)    Severstal PAO   —   — 
    130,134 (3)    Surgutneftegas PJSC   —   — 


    See Accompanying Notes to Financial Statements

     

    23

     

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025 (continued)
     

     

    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued)
          Russia (continued)
    125,422 (3)    Tatneft PJSC  $—   — 
            —   — 
          Saudi Arabia: 2.9%
    99,423   Arab National Bank   573,334   0.5 
    19,083   Etihad Etisalat Co.   315,480   0.3 
    41,053   Sahara International Petrochemical Co.   234,033   0.2 
    55,795   Saudi Awwal Bank   529,009   0.5 
    29,885   Saudi Basic Industries Corp.   494,059   0.5 
    72,639   Saudi National Bank   678,398   0.7 
    22,605   Yanbu National Petrochemical Co.   210,324   0.2 
            3,034,637   2.9 
          South Africa: 2.2%
    26,029   Absa Group Ltd.   260,119   0.2 
    2,390   Bid Corp. Ltd.   57,531   0.1 
    22,679   Gold Fields Ltd.   400,457   0.4 
    10,391   Harmony Gold Mining Co. Ltd.   102,214   0.1 
    7,610   Kumba Iron Ore Ltd.   151,780   0.1 
    2,618   Naspers Ltd. - Class N   621,495   0.6 
    5,345   Nedbank Group Ltd.   79,935   0.1 
    94,955   OUTsurance Group Ltd.   362,260   0.3 
    12,964   Shoprite Holdings Ltd.   188,657   0.2 
    14,018   Vodacom Group Ltd.   88,573   0.1 
            2,313,021   2.2 
          South Korea: 9.5%
    1,216   CJ CheilJedang Corp.   197,443   0.2 
    4,203   DB Insurance Co. Ltd.   263,342   0.2 
    1,295   Hana Financial Group, Inc.   52,811   0.0 
    5,341 (2)    Hankook Tire & Technology Co. Ltd.   138,538   0.1 
    6,516   HD Hyundai Co. Ltd.   325,490   0.3 
    681   HD Hyundai Electric Co. Ltd.   154,061   0.1 
    2,098   HD Korea Shipbuilding & Offshore Engineering Co. Ltd.   306,824   0.3 
    922   Hyundai Mobis Co. Ltd.   155,151   0.1 
    7,915   KB Financial Group, Inc.   424,631   0.4 
    7,398   Kia Corp.   473,095   0.5 
    20,319   Korea Electric Power Corp.   296,596   0.3 
    7,853   Korea Investment Holdings Co. Ltd.   429,297   0.4 
    5,095   Korean Air Lines Co. Ltd.   82,549   0.1 
    1,858 (2)    LG Chem Ltd.   299,651   0.3 
    5,940 (2)    LG Corp.   270,852   0.3 
    1,100   LG Electronics, Inc.   59,568   0.1 
    31,924   LG Uplus Corp.   231,083   0.2 
    17,563   Mirae Asset Securities Co. Ltd.   105,457   0.1 
    1,819   NAVER Corp.   258,433   0.2 
    39,706   NH Investment & Securities Co. Ltd.   404,664   0.4 
    1,325   Samsung C&T Corp.   110,397   0.1 
    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued)
          South Korea (continued)
    65,655   Samsung Electronics Co. Ltd.  $2,456,836   2.4 
    1,561   Samsung Fire & Marine Insurance Co. Ltd.   408,717   0.4 
    2,666   Samsung Life Insurance Co. Ltd.   158,186   0.1 
    1,985   Samsung SDS Co. Ltd.   167,599   0.2 
    7,654   Shinhan Financial Group Co. Ltd.   242,089   0.2 
    5,157   SK Hynix, Inc.   684,390   0.7 
    6,986   SK Telecom Co. Ltd.   267,218   0.3 
    3,209   SK, Inc.   316,846   0.3 
    14,687   Woori Financial Group, Inc.   166,604   0.2 
            9,908,418   9.5 
          Taiwan: 17.1%
    3,000   Accton Technology Corp.   60,049   0.1 
    56,000   ASE Technology Holding Co. Ltd.   283,010   0.3 
    3,000   Asustek Computer, Inc.   61,400   0.1 
    9,000   Catcher Technology Co. Ltd.   56,140   0.0 
    328,000   Compal Electronics, Inc.   383,424   0.4 
    52,000   Delta Electronics, Inc.   624,364   0.6 
    2,000   eMemory Technology, Inc.   174,964   0.2 
    369,000   Far Eastern New Century Corp.   358,297   0.3 
    12,000   Fortune Electric Co. Ltd.   226,996   0.2 
    220,000   Hon Hai Precision Industry Co. Ltd.   1,139,053   1.1 
    90,000   Inventec Corp.   124,514   0.1 
    26,000   MediaTek, Inc.   1,162,958   1.1 
    30,000   Micro-Star International Co. Ltd.   166,802   0.2 
    119,000   Pou Chen Corp.   138,037   0.1 
    58,000   President Chain Store Corp.   462,313   0.4 
    15,000   Quanta Computer, Inc.   111,167   0.1 
    27,000   Realtek Semiconductor Corp.   445,481   0.4 
    336,962   Taiwan Semiconductor Manufacturing Co. Ltd.   10,277,683   9.9 
    159,000   Uni-President Enterprises Corp.   391,513   0.4 
    198,000   United Microelectronics Corp.   260,186   0.2 
    6,000   Voltronic Power Technology Corp.   296,587   0.3 
    71,000   Wistron Corp.   237,497   0.2 
    2,000   Wiwynn Corp.   116,892   0.1 
    81,000   Zhen Ding Technology Holding Ltd.   284,734   0.3 
            17,844,061   17.1 
          Thailand: 1.7%
    31,100   Bumrungrad Hospital PCL   178,019   0.2 
    49,100   Central Retail Corp. PCL   48,203   0.0 


    See Accompanying Notes to Financial Statements

     

    24

     

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025 (continued)
     

     

    Shares     Value     Percentage
    of Net
    Assets
    COMMON STOCK: (continued)
          Thailand (continued)
    81,700   Kasikornbank PCL - Foreign  $362,960   0.3 
    428,900   Krung Thai Bank PCL   282,785   0.3 
    186,900   Minor International PCL   159,185   0.2 
    93,600   PTT Exploration & Production PCL   299,129   0.3 
    123,000   SCB X PCL - Foreign   439,751   0.4 
            1,770,032   1.7 
          United Arab Emirates: 2.5%
    159,340   Abu Dhabi Commercial Bank PJSC   496,317   0.5 
    202,914   Aldar Properties PJSC   493,647   0.5 
    90,777   Dubai Islamic Bank PJSC   191,353   0.2 
    184,252   Emaar Properties PJSC   680,607   0.6 
    115,438   Emirates NBD Bank PJSC   694,624   0.7 
            2,556,548   2.5 
          United Kingdom: 0.3%
    11,355   Anglogold Ashanti PLC   325,210   0.3 
                  
          United States: 0.2%
    41,800   JBS S/A   218,881   0.2 
       Total Common Stock
    (Cost $86,274,645)
       98,642,539   94.6 
                  
    EXCHANGE-TRADED FUNDS: 1.8%
    43,499   iShares MSCI Emerging Markets ETF   1,879,592   1.8 
                  
       Total Exchange-Traded Funds
    (Cost $1,947,849)
       1,879,592   1.8 
                  
    PREFERRED STOCK: 1.9%
          Brazil: 1.9%
    65,800   Centrais Eletricas Brasileiras SA   471,513   0.4 
    36,309   Cia Energetica de Minas Gerais   68,392   0.1 
    31,700   Gerdau SA   90,238   0.1 
    119,100   Itau Unibanco Holding SA   651,165   0.6 
    111,275   Petroleo Brasileiro SA   681,524   0.7 
            1,962,832   1.9 
       Total Preferred Stock
    (Cost $1,763,991)
       1,962,832   1.9   
       Total Long-Term Investments
    (Cost $89,986,485)
       102,484,963   98.3   
    Shares     Value     Percentage
    of Net
    Assets
    SHORT-TERM INVESTMENTS: 0.8%         
          Mutual Funds: 0.8%
    793,000 (4)    Morgan Stanley Institutional Liquidity Funds - Government Portfolio (Institutional Share Class), 4.290% (Cost $793,000)  $793,000   0.8 
                   
       Total Short-Term Investments
    (Cost $793,000)
      $793,000   0.8   
       Total Investments in Securities
    (Cost $90,779,485)
      $103,277,963   99.1   
       Assets in Excess of Other Liabilities   905,691   0.9   
       Net Assets  $104,183,654   100.0   

     

    ADR American Depositary Receipt

     

    (1) Securities with purchases pursuant to Rule 144A or section 4(a)(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers.
    (2) Non-income producing security.
    (3) For fair value measurement disclosure purposes, security is categorized as Level 3, whose value was determined using significant unobservable inputs.
    (4) Rate shown is the 7-day yield as of February 28, 2025.

     

    Sector Diversification  Percentage
    of Net Assets
    Information Technology  24.4%
    Financials  22.7 
    Consumer Discretionary  10.6 
    Industrials  9.4 
    Communication Services  9.0 
    Materials  5.6 
    Consumer Staples  3.5 
    Energy  3.1 
    Utilities  3.0 
    Health Care  2.9 
    Real Estate  2.3 
    Exchange-Traded Funds  1.8 
    Short-Term Investments  0.8 
    Assets in Excess of Other Liabilities  0.9 
    Net Assets  100.0%

     

    Portfolio holdings are subject to change daily.



     

    See Accompanying Notes to Financial Statements

     

    25

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025 (continued)
     

     

    Fair Value Measurements^

     

    The following is a summary of the fair valuations according to the inputs used as of February 28, 2025 in valuing the assets and liabilities:

     

       Quoted Prices
    in Active Markets
    for Identical
    Investments
    (Level 1)
       Significant Other
    Observable
    Inputs#
    (Level 2)
       Significant
    Unobservable
    Inputs
    (Level 3)
       Fair Value
    at
    February 28, 2025
     
    Asset Table
    Investments, at fair value
    Common Stock
    Brazil  $2,457,897   $—   $—   $2,457,897 
    Chile   401,230    —    —    401,230 
    China   2,948,897    28,644,076    —    31,592,973 
    Colombia   304,602    —    —    304,602 
    Egypt   115,692    —    —    115,692 
    Greece   —    1,917,702    —    1,917,702 
    Hong Kong   —    228,358    —    228,358 
    Hungary   433,790    50,266    —    484,056 
    India   —    16,387,953    —    16,387,953 
    Indonesia   —    583,309    —    583,309 
    Luxembourg   268,792    —    —    268,792 
    Malaysia   —    2,016,656    —    2,016,656 
    Mexico   1,370,079    —    —    1,370,079 
    Peru   78,150    —    —    78,150 
    Philippines   184,875    183,767    —    368,642 
    Poland   —    900,716    —    900,716 
    Qatar   934,776    260,148    —    1,194,924 
    Russia   —    —    —    — 
    Saudi Arabia   809,539    2,225,098    —    3,034,637 
    South Africa   499,726    1,813,295    —    2,313,021 
    South Korea   —    9,908,418    —    9,908,418 
    Taiwan   —    17,844,061    —    17,844,061 
    Thailand   —    1,770,032    —    1,770,032 
    United Arab Emirates   1,190,941    1,365,607    —    2,556,548 
    United Kingdom   —    325,210    —    325,210 
    United States   218,881    —    —    218,881 
    Total Common Stock   12,217,867    86,424,672    —    98,642,539 
    Exchange-Traded Funds   1,879,592    —    —    1,879,592 
    Preferred Stock   1,962,832    —    —    1,962,832 
    Short-Term Investments   793,000    —    —    793,000 
    Total Investments, at fair value  $16,853,291   $86,424,672   $—   $103,277,963 
    Liabilities Table
    Other Financial Instruments+
    Written Options  $—   $(240,157)  $—   $(240,157)
    Total Liabilities  $—   $(240,157)  $—   $(240,157)
                         

     

     
    ^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.
    # The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a portion of the Fund’s investments are categorized as Level 2 investments.
    + Other Financial Instruments may include open forward foreign currency contracts, futures, centrally cleared swaps, OTC swaps and written options. Forward foreign currency contracts, futures and centrally cleared swaps are fair valued at the unrealized appreciation (depreciation) on the instrument. OTC swaps and written options are valued at the fair value of the instrument.

     

    See Accompanying Notes to Financial Statements

     

    26

     

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025 (continued)
     

     

    At February 28, 2025, the following OTC written equity options were outstanding for Voya Emerging Markets High Dividend Equity Fund:  

     

    Description

     

    Counterparty

      Put/
    Call
      Expiration
    Date
    Exercise
    Price
       Number of
    Contracts
      Notional
    Amount
      Premiums
    Received
      

    Fair Value 

     
    iShares MSCI Emerging Markets ETF   UBS AG   Call   03/07/25

    USD 

    42.720    245,786  USD 10,620,413   $234,775   $(192,899)
    iShares MSCI Emerging Markets ETF  UBS AG   Call   03/21/25

    USD 

    44.900    238,307  USD 10,297,246    216,240    (47,258)
                               $451,015   $(240,157)

     

    Currency Abbreviations:

     

    USD    —    United States Dollar

     

    A summary of derivative instruments by primary risk exposure is outlined in the following tables.

     

    The fair value of derivative instruments as of February 28, 2025 was as follows:

     

    Derivatives not accounted for as hedging instruments 

    Location on Statement 

    of Assets and Liabilities

      Fair Value 
            
    Liability Derivatives        
    Equity contracts  Written options, at fair value  $240,157 
    Total Liability Derivatives     $240,157 

     

    The effect of derivative instruments on the Fund's Statement of Operations for the year ended February 28, 2025 was as follows:

     

    Amount of Realized Gain or (Loss) on Derivatives Recognized in Income

     

    Derivatives not accounted for as hedging instruments

     

    Forward
    foreign
    currency

    contracts 

      

    Written
    options

      

    Total

     
    Equity contracts  $—   $(906,287)  $(906,287)
    Foreign exchange contracts   11,293    —    11,293 
    Total  $11,293   $(906,287)  $(894,994)

     

    Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income

     

    Derivatives not accounted for as hedging instruments

     

    Written

    options

     
    Equity contracts  $300,601 
    Total  $300,601 

     

    The following is a summary by counterparty of the fair value of OTC derivative instruments subject to Master Netting Agreements and collateral pledged (received), if any, at February 28, 2025:

     

       UBS AG 
    Liabilities:     
    Written options  $240,157 
    Total Liabilities  $240,157 
    Net OTC derivative instruments by counterparty, at fair value  $(240,157)
    Total collateral pledged by the Fund/(Received from counterparty)  $240,157 
    Net Exposure(1),(2)  $— 

     

     

    (1) Positive net exposure represents amounts due from each respective counterparty. Negative exposure represents amounts due from the Fund. Please refer to Note 2 for additional details regarding counterparty credit risk and credit related contingent features.
    (2) At February 28, 2025, the Fund had pledged $420,000 in cash collateral to UBS AG. Excess cash collateral is not shown for financial reporting purposes.

     

    See Accompanying Notes to Financial Statements

     

    27

     

     

    Voya Emerging Markets High Dividend
    Equity Fund
    PORTFOLIO OF INVESTMENTS
    as of February
    28, 2025 (continued)
     

     

    At February 28, 2025, the aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments on a tax basis were:

     

    Cost for U.S. federal income tax purposes was $93,129,540.
    Net unrealized appreciation consisted of:     
    Gross Unrealized Appreciation  $21,514,411 
    Gross Unrealized Depreciation   (11,594,637)
    Net Unrealized Appreciation  $9,919,774 

     

    See Accompanying Notes to Financial Statements

     

    28

     

     

    TAX INFORMATION (Unaudited)

     

     

    Dividends and distributions paid during the tax year ended December 31, 2024 were as follows:

     

    Fund Name Type Per Share Amount
    Voya Emerging Markets High Dividend Equity Fund NII
    ROC

    $0.1380

    $0.5720

     

     

    NII — Net investment income

    ROC — Return of capital

     

    For the tax year ended December 31, 2024, 56.09% of ordinary income dividends paid by the Fund (including creditable foreign taxes paid) are designated as qualifying dividend income (QDI) subject to reduced income tax rates for individuals.

     

    Pursuant to Section 853 of the Internal Revenue Code, the Fund designates the following amounts as foreign taxes paid for the tax year ended December 31, 2024:

     

    Creditable
    Foreign
    Taxes Paid

    Per Share
    Amount

    Portion of Ordinary Income
    Derived from Foreign
    Sourced Income*
    $843,251 $0.0466 88.74%

     

     

    *None of the Fund’s income was derived from ineligible foreign sources as defined under Section 901(j) of the Internal Revenue Code.

     

    Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments. Shareholders are strongly advised to consult their own tax advisors regarding the appropriate treatment of foreign taxes paid.

     

    Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

     

    Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Fund. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the federal tax status of the dividends and distributions they received in the calendar year. 

     

    29

     

     

    SHAREHOLDER MEETING INFORMATION (Unaudited)

     

     

    Proposal:

     

    1 At this meeting, a proposal was submitted to elect two members of the Board of Trustees to represent the interests of the holders of the Fund, with these individuals to serve as Class I Trustees, for a term of three years, and until the election and qualification of their successors.

     

    An annual shareholder meeting of Voya Emerging Markets High Dividend Equity Fund was held virtually on July 18, 2024.

     

                 

    Shares voted

    against or

      

    Shares

      

    Broker

      

    Total Shares 

     
          Proposal   Shares voted for   withheld   abstained   non-vote   Voted 
    Class I Trustees  Voya Emerging Markets High Dividend Equity Fund                  
       Colleen D. Baldwin  1*  14,968,683.403   634,803.000   166,171.000   0.000   15,769,657.403 
                                
       Christopher P. Sullivan  1*  14,979,731.403   624,394.000   165,532.000   0.000   15,769,657.403 

     

     

    *Proposal Passed.

     

    After the July 18, 2024 annual shareholder meeting, the following Trustees continued on as Trustees of the Trust: John V. Boyer, Martin J. Gavin, Joseph E. Obermeyer, and Sheryl K. Pressler.

     

    30

     

     

    TRUSTEE AND OFFICER INFORMATION (Unaudited)

     

     

    The business and affairs of the Trust are managed under the direction of the Board. A Trustee, who is not an interested person of the Trust, as defined in the 1940 Act, is an independent trustee (“Independent Trustee”). The Trustees and Officers of the Trust are listed below. The Statement of Additional Information includes additional information about Trustees of the Trust and is available, without charge, upon request at (800) 992-0180.

     

    Name, Address and Age

     

    Position(s)
    Held with the
    Trust

     

    Term of Office and
    Length of Time
    Served(1)

     

    Principal
    Occupation(s) –

    During the Past 5 Years

      Number of
    funds in
    Fund
    Complex
    Overseen
    by
    Trustee(2)
     

    Other Board Positions
    Held by Trustee

    Independent Trustees:                    
                         

    Colleen D. Baldwin
    (1960)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Trustee   August 2010-Present   President, Glantuam Partners, LLC, a business consulting firm (January 2009–Present).   128   Stanley Global Engineering 2020–Present).
                         

    John V. Boyer
    (1953)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

     

    Trustee

     

    August 2010–Present

     

    Retired.

     

    128

     

     

    None.

                         

    Martin J. Gavin
    (1950)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, AZ 85258

     

    Trustee

     

    August 2015–Present

     

    Retired.

     

    128

     

     

    None.

                         

    Joseph E. Obermeyer

    (1957)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

     

    Chairperson

     

    Trustee

     

    January 1, 2025–Present

     

    May 2013–Present

      President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999–December 2024).   128   None.
                         

    Sheryl K. Pressler
    (1950)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Trustee   August 2010–Present  

    Consultant

    (May 2001–Present).

      128   Centerra Gold Inc. (May 2008–Present).
                         

    Christopher P. Sullivan
    (1954)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Trustee   October 2015–Present   Retired.   128   None.

     

    31

     

     

    TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    (1)Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an “interested person” as defined in the 1940 Act, of each Fund (“Independent Trustee”) is subject to the Board’s retirement policy which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Trust under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise comply under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees).

     

    (2)For the purposes of this table, “Fund Complex” means the Voya family of funds including the following investment companies: Voya Asia Pacific High Dividend Equity Income Fund; Voya Credit Income Fund; Voya Emerging Markets High Dividend Equity Fund; Voya Enhanced Securitized Income Fund; Voya Equity Trust; Voya Funds Trust; Voya Global Advantage and Premium Opportunity Fund; Voya Global Equity Dividend and Premium Opportunity Fund; Voya Government Money Market Portfolio; Voya Infrastructure, Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya Investors Trust; Voya Mutual Funds; Voya Partners, Inc.; Voya Separate Portfolios Trust; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust. The number of funds in the Fund Complex is as of March 31, 2025.

     

    32

     

     

    TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

     

     

    Name, Address and Age

      Position(s)
    Held with the
    Trust
      Term of Office and
    Length of Time
    Served(1)
     

    Principal Occupation(s) – During the Past 5 Years

    Christian G. Wilson
    (1968)

    5780 Powers Ferry Road NW
    Atlanta, Georgia 30327

     

    President and Chief/ Principal

    Executive Officer

      September 2024-Present   Director, President and Chief Executive Officer, Voya Funds Services, LLC, Voya Capital, LLC and Voya Investments, LLC (September 2024 – Present); Head of Product and Strategy, Voya Investment Management (June 2024 – Present). Formerly, Head of Global Client Portfolio Management, Voya Investment Management (March 2023 – June 2024); Head of Fixed Income Client Portfolio Management, Voya Investment Management (July 2017 – March 2023).
                 

    Jonathan Nash
    (1967)

    230 Park Avenue

    New York, New York 10169

     

    Executive Vice President and

    Chief Investment Risk Officer

      March 2020–Present   Head of Investment Risk for Equity and Funds, Voya Investment Management (April 2024 – Present); Executive Vice President and Chief Investment Risk Officer, Voya Investments, LLC (March 2020 – Present). Formerly, Senior Vice President, Investment Risk Management, Voya Investment Management (March 2017 – March 2024); Vice President, Voya Investments, LLC (September 2018 – March 2020).
                 

    Steven Hartstein
    (1963)

    230 Park Avenue

    New York, New York 10169

      Chief Compliance Officer   December 2022-Present   Senior Vice President, Voya Investment Management (December 2022 – Present). Formerly, Head of Funds Compliance, Brighthouse Financial, Inc. and Chief Compliance Officer – Brighthouse Funds and Brighthouse Investment Advisers, LLC (March 2017- December 2022).
                 

    Todd Modic
    (1967)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Senior Vice President, Chief/ Principal Financial Officer and Assistant Secretary   July 2010–Present   Director and Senior Vice President, Voya Capital, LLC, and Voya Funds Services, LLC (September 2022 – Present); Director, Voya Investments, LLC (September 2022 – Present); Senior Vice President, Voya Investments, LLC (April 2005 – Present). Formerly, President, Voya Funds Services, LLC (March 2018 – September 2022).
                 

    Kimberly A. Anderson
    (1964)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Senior Vice President   July 2010-Present   Senior Vice President, Voya Investments, LLC (September 2003 – Present).
                 

    Sara M. Donaldson
    (1959)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Senior Vice President   June 2022–Present   Senior Vice President, Voya Investments, LLC (February 2022 – Present); Senior Vice President, Head of Active Ownership, Voya Investment Management (September 2021 – Present). Formerly, Vice President, Voya Investments, LLC (October 2015 – February 2022); Vice President, Head of Proxy Voting, Voya Investment Management (October 2015 – August 2021).
                 

    Jason Kadavy
    (1976)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Senior Vice President   September 2023-Present   Senior Vice President, Voya Investments, LLC and Voya Funds Services, LLC (September 2023 – Present); Formerly, Vice President, Voya Investments, LLC (October 2015 - September 2023); Vice President, Voya Funds Services, LLC (July 2007 – September 2023).
                 

    Joanne F. Osberg
    (1982)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

     

    Senior Vice President

     

    Secretary

     

    March 2023-Present

     

    September 2020-Present

     

    Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department, Senior Vice President and Secretary, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2023 – Present). Formerly, Secretary, Voya Capital, LLC (August 2022 - March 2023); Vice President and Secretary, Voya Investments, LLC and Voya Funds Services, LLC, Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (September 2020 – March 2023). Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (January 2013 – September 2020).

     

    33

     

     

    TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

     

     

    Name, Address and Age

      Position(s)
    Held with the
    Trust
      Term of Office and
    Length of Time
    Served(1)
     

    Principal Occupation(s) – During the Past 5 Years

    Andrew K. Schlueter
    (1976)

    7337 East Doubletree Ranch Rd. Suite 100

    Scottsdale, Arizona 85258

      Senior Vice President   June 2022-Present   Senior Vice President, Head of Investment Operations Support, Voya Investment Management (April 2023 – Present); Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Vice President, Voya Investments, LLC and Voya Funds Services, LLC (March 2018-Present); Formerly, Vice President, Head of Mutual Fund Operations, Voya Investment Management (March 2022 – March 2023); Vice President, Head of Mutual Fund Operations, Voya Investment Management (February 2018 – February 2022).
                 

    Robert Terris
    (1970)

    5780 Powers Ferry Road NW Atlanta, Georgia 30327

      Senior Vice President   July 2010-Present   Senior Vice President, Head of Future State Operating Model Design, Voya Investment Management (April 2023 – Present); Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Senior Vice President, Head of Investment Services, Voya Investments, LLC (April 2018 – Present); Senior Vice President, Head of Investment Services, Voya Funds Services, LLC (March 2006 – Present).
                 

    Fred Bedoya
    (1973)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Vice President Principal Accounting Officer and Treasurer   September 2012-Present   Vice President, Voya Investments, LLC (October 2015 – Present); Vice President, Voya Funds Services, LLC (July 2012 – Present).
                 

    Robyn L. Ichilov
    (1967)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

     

    Vice President

     

    July 2010–Present

     

    Vice President, Voya Investments, LLC (August 1997 – Present);

    Vice President, Voya Funds Services, LLC (November 1995 – Present).

                 

    Erica McKenna
    (1972)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Vice President   June 2022-Present   Vice President, Head of Mutual Fund Compliance, and Chief Compliance Officer, Voya Investments, LLC (May 2022 – Present). Formerly, Vice President, Fund Compliance Manager, Voya Investments, LLC (March 2021 – May 2022); Assistant Vice President, Fund Compliance Manager, Voya Investments, LLC (December 2016 – March 2021).
                 

    Craig Wheeler
    (1969)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Vice President   May 2013-Present   Vice President–Director of Tax, Voya Investments, LLC (October 2015–Present).
                 

    Gizachew Wubishet
    (1976)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

     

    Vice President

     

    Assistant Secretary

     

    March 2024

     

    June 2022-Present

     

    Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2024 – Present). Formerly, Assistant Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (May 2019 – February 2024); Attorney, Ropes & Gray LLP (October 2011 – April 2019).

                 

    Freddee McGough
    (1965)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Assistant Vice President   November 2019-Present   Assistant Vice President, Voya Investment Management (September 2001–Present).

     

    34

     

     

    TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

     

     

    Name, Address and Age

      Position(s)
    Held with the
    Trust
      Term of Office and
    Length of Time
    Served(1)
     

    Principal Occupation(s) – During the Past 5 Years

    Nicholas C.D. Ward
    (1993)

    7337 East Doubletree Ranch Rd.
    Suite 100

    Scottsdale, Arizona 85258

      Assistant Vice President and Assistant Secretary   June 2022-Present   Assistant Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2024 – Present). Formerly, Counsel, Voya Investment Management – Mutual Fund Legal Department (November 2021 – February 2024); Associate, Dechert LLP (October 2018 – November 2021).
                 

    Monia Piacenti
    (1976)

    One Orange Way

    Windsor, Connecticut 06095

      Anti-Money Laundering Officer   June 2018-Present   Compliance Manager, Voya Financial, Inc. (March 2023 – Present); Anti-Money Laundering Officer, Voya Investments Distributor, LLC, Voya Investment Management and Voya Investment Management Trust Co. (June 2018 – Present). Formerly, Compliance Consultant, Voya Financial, Inc. (January 2019 – February 2023).

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    (1)The Officers hold office until the next annual meeting of the Board of Trustees and until their successors shall have been elected and qualified.

     

    35

     

    ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)

     

      

    BOARD CONSIDERATION AND APPROVAL OF INVESTMENT MANAGEMENT CONTRACT AND SUB-ADVISORY CONTRACT

     

    At a meeting held on November 14, 2024, the Board of Trustees (“Board”) of Voya Emerging Markets High Dividend Equity Fund (the “Fund”), including a majority of the Board members who have no direct or indirect interest in the investment management and sub-advisory contracts, and who are not “interested persons” of the Fund, as such term is defined under the Investment Company Act of 1940, as amended (the “Independent Trustees”), considered and approved the renewal of the investment management contract (the “Management Contract”) between Voya Investments, LLC (the “Manager”) and the Fund, and the sub-advisory contract (the “Sub-Advisory Contract,” and together with the Management Contract, the “Contracts”) with Voya Investment Management Co. LLC, the sub-adviser to the Fund (the “Sub-Adviser”), for an additional one-year period ending November 30, 2025.

     

    In addition to the Board meeting on November 14, 2024, the Independent Trustees also held meetings outside the presence of representatives of the Manager and Sub-Adviser (collectively, such persons are referred to herein as “management”) on October 9, 2024 and November 12, 2024. At those meetings, the Board members reviewed and considered materials related to the proposed continuance of the Contracts that they had requested and believed to be relevant to the renewal of the Contracts in light of their own business judgment and the legal advice furnished to them by K&L Gates LLP, their independent legal counsel. The Board also considered information furnished to it throughout the year at meetings of the Board and its committees, including information regarding performance, expenses, and other relevant matters. While the Board considered the renewal of the management contracts and sub-advisory contracts for all of the applicable investment companies in the Voya family of funds at the same meetings, the Board considered each Voya fund’s investment management and sub-advisory relationships separately.

     

    The Board has established a Contracts Committee and two Investment Review Committees (the “IRCs”), each of which includes only Independent Trustees as members. The Contracts Committee meets several times throughout the year to provide oversight with respect to the management and sub-advisory contracts approval and renewal process for the Voya funds, among other functions, and each IRC meets several times throughout the year with respect to each Voya fund (assigned to that IRC) to provide oversight regarding the investment performance of the sub-advisers, as well as the Manager’s role in monitoring the sub-advisers.

     

    The Contracts Committee oversees, and annually

    recommends Board approval of updates to, a methodology guide for the Voya funds (“Methodology Guide”), which sets out a framework pursuant to which the Independent Trustees request, and management provides, certain information that the Independent Trustees deem to be important or potentially relevant to the contracts renewal process for the Voya funds. The Independent Trustees retain the services of an independent consultant with experience in the registered fund industry to assist the Contracts Committee in developing and recommending to the Board: (1) a selected peer group of investment companies for the Fund (“Selected Peer Group”) based on the Fund’s particular attributes; and (2) updates to the Methodology Guide with respect to the content and format of various data prepared in connection with the renewal process.

     

    The Manager or Sub-Adviser may not have been able to, or opted not to, provide information in response to certain information requests, in which case the Board conducted its evaluation based on the information that was provided. In such cases, the omission of any such information was not deemed to be material to the Board’s considerations.

     

    Provided below is an overview of certain material factors that the Board considered at its meetings regarding the renewal of the Contracts and the compensation to be paid thereunder. The Board members did not identify any particular information or factor that was most relevant to its consideration.

     

    Nature, Extent and Quality of Services

     

    The Manager oversees, subject to the authority of the Board, and is responsible for the provision of, all investment advisory and portfolio management services for the Fund, but may delegate certain of these responsibilities to one or more sub-advisers. In addition, the Manager provides administrative services reasonably necessary for the operation of the Fund as set forth in the Management Contract, including oversight of the Fund’s operations and risk management and the oversight of its various other service providers.

     

    The Board considered the “manager-of-managers” structure of the Voya funds that has been developed by the Manager pursuant to which the Manager selects, subject to the Board’s approval, sub-advisers to provide day-to-day management services to all or a portion of each Voya fund. The Board recognized that the Manager is responsible for monitoring the Sub-Adviser’s investment program, performance, developments, ongoing operations, and compliance with applicable regulations and investment policies and restrictions with respect to the Fund under this manager-of-managers arrangement. The Board also

     


    36

     

    ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

     

      

    considered the techniques and resources that the Manager has developed to provide this ongoing due diligence and oversight with respect to the sub-advisers and to recommend appropriate changes in investment strategies, sub-advisers, or allocation among sub-advisers in an effort to improve a Voya fund’s performance. In connection with the Manager’s performance of these duties, the Board considered that the Manager has developed an oversight process formulated by its Manager Research & Selection Group that reviews, among other matters, performance data, the Sub-Adviser’s management team, portfolio data and attribution analysis related to the Sub-Adviser through various means, including, but not limited to, in-person meetings, on-site or virtual visits, and telephonic meetings with the Sub-Adviser. The Board also noted that the Manager actively monitors any discount from net asset value per share at which the Fund’s common stock trades and, when it deems it appropriate to do so, evaluates potential ways to mitigate any such discount, including the level of distributions that the Fund pays.

     

    Further, the Board considered periodic compliance reports it receives from the Fund’s Chief Compliance Officer evaluating, among other related matters, whether the regulatory compliance systems and procedures of the Manager and Sub-Adviser are reasonably designed to ensure compliance with the federal securities laws and whether the investment policies and restrictions for the Fund are complied with on a consistent basis.

     

    The Board considered the portfolio management team assigned by the Sub-Adviser to the Fund and the level of resources committed to the Fund (and other relevant funds in the Voya funds) by the Manager and the Sub-Adviser, and whether those resources are sufficient to provide high-quality services to the Fund.

     

    Based on their deliberations and the materials presented to them, the Board concluded that the nature, extent and quality of the overall services provided by the Manager and Sub-Adviser under the Contracts were appropriate.

     

    Fund Performance

     

    In assessing the investment management and sub-advisory relationships, the Board placed emphasis on the investment returns of the Fund, including its investment performance over certain time periods compared to the Fund’s Morningstar, Inc. (“Morningstar,” an independent provider of registered fund data) category and primary benchmark, a broad-based securities market index, as well as the hypothetical model performance of the Fund’s options overlay strategy applied to the Fund’s primary benchmark during different market conditions. The Board also considered information from the Manager Research

    & Selection Group and received reports summarizing a separate analysis of the Fund’s performance and risk, including risk-adjusted investment return information, from the Fund’s Chief Investment Risk Officer.

     

    The Board also recognized the limitations inherent in comparing the Fund’s performance to a benchmark index due to the Fund’s pursuit of an investment strategy that is not tied directly to an index. The Board also recognized the inherent limitations in comparing performance of peer funds utilizing leverage in light of, among other things, the impacts due to the level and type of leverage utilized and when peer funds entered into their leverage arrangements (which can impact pricing and, therefore, cost and performance).

     

    Economies of Scale

     

    When evaluating the reasonableness of the management fee schedule, the Board considered whether economies of scale have been or likely will be realized by the Manager and the Sub-Adviser if and when the Fund grows larger and the extent to which any such economies are shared with the Fund. The Board noted that the Fund, as a closed-end fund, generally does not issue new shares and is less likely to realize economies of scale from additional share purchases. The Board also considered that, while the Fund does not have management fee breakpoints, it has fee waiver and expense reimbursement arrangements. The Board considered the extent to which economies of scale realized by the Manager could be shared with the Fund through such fee waivers, expense reimbursements or other expense reductions.

     

    Information Regarding Services, Performance, and Fee Schedules Offered to Other Clients

     

    The Board considered comparative information regarding the nature of services, performance, and fee schedules offered by the Manager and Sub-Adviser to other clients with similar investment objectives, if applicable, including other registered investment companies and relevant institutional accounts. When the fee schedules offered to or the performance of such other clients differed materially from the Fund, the Board took into account the underlying rationale provided by the Manager or Sub-Adviser, as applicable, for these differences.

     

    Fee Schedules, Profitability, and Fall-out Benefits

     

    The Board reviewed and considered the contractual management fee schedule and net management fee rate payable by the Fund to the Manager compared to the Fund’s Selected Peer Group. The Board also considered the compensation payable by the Manager to the Sub-Adviser for sub-advisory services for the Fund, including

     


    37

     

    ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

     

     

    the portion of the contractual and net management fee rates that are paid to the Sub-Adviser, as compared to the compensation paid to the Manager. In addition, the Board considered the fee waivers, expense limitations, and recoupment arrangements that apply to the fees payable by the Fund, including whether the Manager proposed any changes thereto. The Board separately determined that the fees payable to the Manager and the fee schedule payable to the Sub-Adviser are reasonable for the services that each performs, which were considered in light of the nature, extent and quality of the services that each has performed and is expected to perform.

     

    The Board considered information on revenues, costs and profits  or losses realized by the Manager and the Voya-affiliated  Sub-Adviser related to their services to the Fund. In analyzing the profitability of the Manager and its affiliates in connection with services they render to the Fund, the Board took into account the sub-advisory fee rate payable by the Manager to the Sub-Adviser. The Board also considered the profitability of the Manager and its affiliated Sub-Adviser attributable to servicing the Fund both with and without taking into account the profitability of the distributor of the Fund and any revenue sharing payments made by, or other distribution-related expenses incurred by, the Manager.

     

    Although the Methodology Guide establishes a framework for profit calculation by the Manager and its affiliated Sub-Adviser, the Board recognized that there is no uniform methodology within the asset management industry for determining profitability for this purpose. The Board also recognized that the use of different reasonable methodologies can give rise to dramatically different reported profit and loss results with respect to the Manager and the Voya-affiliated Sub-Adviser, as well as other industry participants with whom the profits of the Manager and its affiliated Sub-Adviser could be compared. In addition, the Board recognized that management’s calculations regarding its costs incurred in establishing the infrastructure necessary for the Fund’s operations may not be fully reflected in the expenses allocated to the Fund in determining profitability. The Board also recognized that the information presented may not portray all of the costs borne by the Manager or reflect all of the risks associated with offering and managing a registered fund complex in the current regulatory and market environment, including entrepreneurial, regulatory, legal and operational risks. The Board also considered that, in comparison to certain other products managed by the Manager, including open-end funds, there are additional portfolio management challenges in managing closed-end funds, such as the Fund, including those associated with less liquid holdings.

     

    The Board also considered that the Manager and the

    Voya-affiliated Sub-Adviser are entitled to earn a reasonable level of profits for the services that they provide to the Fund. The Board also considered information regarding the potential fall-out benefits to the Manager and Sub-Adviser and their respective affiliates from their association with the Fund. Following its reviews, the Board determined that the Manager’s and the Voya-affiliated Sub-Adviser’s profitability with respect to their services to the Fund and the Manager’s and Sub-Adviser’s potential fall-out benefits were not unreasonable.

     

    Fund Analysis

     

    Set forth below are certain of the specific factors that the Board considered at its October 9, 2024, November 12, 2024, and/or November 14, 2024 meetings in relation to approving the Fund’s Contracts and the conclusions reached by the Board. These specific factors are in addition to those considerations discussed above. The performance data provided to the Board primarily was for various periods ended March 31, 2024. In addition, the Board also considered at its October 9, 2024, November 12, 2024, and/or November 14, 2024 meetings certain additional data regarding the Fund’s more recent performance and asset levels. The Fund’s management fee rate and expense ratio were compared to the management fee rates and expense ratios of the funds in its Selected Peer Group. With respect to the quintile rankings noted below, the first quintile represents the range of funds with the highest performance or the lowest management fee rate or expense ratio, as applicable, and the fifth quintile represents the range of funds with the lowest performance or the highest management fee rate or expense ratio, as applicable.

     

    In considering whether to approve the renewal of the Contracts for the Fund, the Board was provided with information showing that the Fund seeks to construct a diversified portfolio with an options overlay that is intended to enhance returns over a full market cycle, but may lag the broader markets during upswings, and reviewed the difference between the Fund’s performance and the hypothetical model performance of the Fund’s options overlay strategy applied to the Fund’s primary benchmark during different market conditions. The Board also considered that, based on performance data for the periods ended March 31, 2024: (1) the Fund is ranked in the fifth quintile of its Morningstar category for all periods presented; and (2) the Fund outperformed its primary benchmark for all periods presented, with the exception of the five-year and ten-year periods, during which it underperformed.

     

    In analyzing this performance data, the Board took into account management’s representations regarding: (1) the impact of the Fund’s options strategy; and (2) the changes

     


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    ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

     

     

    to the Fund’s portfolio management team in March 2024.

     

    In considering the fees payable under the Contracts for the Fund, the Board took into account the factors described above and also considered the pricing structure (including the net expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the Fund’s net management fee rate is ranked in the third quintile; (b) the Fund’s contractual management fee rate is ranked in the third quintile; and (c) the Fund’s net expense ratio is ranked in the third quintile.

     

    Board Conclusions

     

    After its deliberation, the Board concluded that, in its business judgment, the terms of the Contracts are fair and reasonable to the Fund and that approval of the continuation of the Contracts is in the best interests of the Fund and its shareholders. In doing so, the Board reviewed all factors it considered to be material, including those discussed above. Within the context of its overall conclusions regarding the Contracts, and based on the information provided and management’s related representations, the Board concluded that it was satisfied with management’s responses relating to the Fund’s investment performance and the fees payable under the Contracts. During this renewal process, each Board member may have accorded different weight to various factors in reaching his or her conclusions. Based on these conclusions and other factors, the Board voted to renew the Contracts for the Fund for the year ending November 30, 2025.

      


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    ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited)

     

     

    Principal Risks

     

    You could lose money on an investment in the Fund. Any of the following risks, among others, could affect Fund performance or cause the Fund to lose money or to underperform market averages of other funds. 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.

     

    China Investing Risks: The Chinese economy is generally considered an emerging and volatile market. Although China has experienced a relatively stable political environment in recent years, there is no guarantee that such stability will be maintained in the future. Significant portions of the Chinese securities markets may become rapidly illiquid because Chinese issuers have the ability to suspend the trading of their equity securities under certain circumstances, and have shown a willingness to exercise that option in response to market volatility, epidemics, pandemics, adverse economic, market or political events, and other events. Political, regulatory and diplomatic events, such as the U.S.-China “trade war” that intensified in 2018, could have an adverse effect on the Chinese or Hong Kong economies and on related investments. In addition, U.S. or foreign government restrictions on investments in Chinese companies or other intervention could negatively affect the implementation of the Fund’s investment strategies, such as by precluding the Fund from making certain investments or causing the Fund to sell investments at disadvantageous times.

     

    Investing through Bond Connect: Chinese debt instruments trade on the China Interbank Bond Market (the “CIBM”) and may be purchased through a market access program, known as “Bond Connect,” that is designed to, among other things, enable foreign (non-U.S.) investment in the People’s Republic of China. There are significant risks inherent in investing in Chinese debt instruments, similar to the risks of investing in debt instruments in other emerging markets. The prices of debt instruments traded on the CIBM may fluctuate significantly due to low trading volume and potential lack of liquidity. The rules to access debt instruments that trade on the CIBM through Bond Connect are relatively new and subject to change, which may adversely affect the Fund’s ability to invest in these instruments and to enforce its rights as a beneficial owner of these instruments. Trading through Bond Connect is subject to a number of restrictions that may affect the Fund’s investments and returns.

     

    Investing through Stock Connect: Shares in mainland China-based companies that trade on Chinese stock exchanges such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (“China A-Shares”) may be

    purchased directly or indirectly through the Shanghai-Hong Kong Stock Connect (“Stock Connect”), a mutual market access program designed to, among other things, enable foreign investment in the People’s Republic of China (“PRC”) via brokers in Hong Kong. There are significant risks inherent in investing in China A-Shares through Stock Connect. The underdeveloped state of PRC’s investment and banking systems subjects the settlement, clearing, and registration of China A-Shares transactions to heightened risks. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if either or both markets are closed on a U.S. trading day, the Fund may not be able to dispose of its China A-Shares in a timely manner, which could adversely affect the Fund’s performance.

     

    Variable Interest Entities: Many Chinese companies use a structure known as a variable interest entity (a “VIE”) to address Chinese restrictions on direct foreign investment in Chinese companies operating in certain sectors. The Fund’s investment exposure to VIEs may pose additional risks because the Fund’s investment is not made directly in the VIE (the actual Chinese operating company), but rather in a holding company domiciled outside of China (a “Holding Company”) whose interests in the business of the underlying Chinese operating company (the VIE) are established through contracts rather than through equity ownership. The VIE (which the Fund is restricted from owning under Chinese law) is generally owned by Chinese nationals, and the Holding Company (in which the Fund invests) holds only contractual rights (rather than equity ownership) relating to the VIE, typically including a contractual claim on the VIE’s profits. Shares of the Holding Company, in turn, are traded on exchanges outside of China and are available to non-Chinese investors such as the Fund. While the VIE structure is a longstanding practice in China, until recently, such arrangements had not been formally recognized under Chinese law. However, in late 2021, the Chinese government signaled its interest in implementing filing requirement rules that would both affirm the legality of VIE structures and regulate them. How these filing requirements will operate in practice, and what will be required for approval, remains unclear. While there is optimism that these actions will reduce uncertainty over Chinese actions on VIEs, there is also caution given how unresolved the process is. Until these rules are finalized, and potentially afterwards depending on how they are implemented, there remains significant uncertainty associated with VIE investments. There is a risk that the Chinese government may cease to tolerate VIE structures at any time or impose new restrictions on the structure, in each case either generally or with respect to specific issuers. In such a scenario, the Chinese operating company could be subject to penalties, including revocation

     


    40

     

    ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

     

     

    of its business and operating license, or the Holding Company could forfeit its interest in the business of the Chinese operating company. Further, in case of a dispute between the Holding Company investors and the Chinese owners of the VIE, the Holding Company’s contractual claims with respect to the VIE may be unenforceable in China, thus limiting the remedies and rights of Holding Company investors such as the Fund. Control over a VIE may also be jeopardized if a natural person who holds the equity interest in the VIE breaches the terms of the contractual arrangements, is subject to legal proceedings, or if any physical instruments or property of the VIE, such as seals, business registration certificates, financial data and licensing arrangements (sometimes referred to as “chops”), are used without authorization. In the event of such an occurrence, the Fund as a foreign investor, may have little or no legal recourse. Such legal uncertainty may be exploited against the interests of the Holding Company investors such as the Fund. The Fund will typically have little or no ability to influence the VIE through proxy voting or other means because it is not a VIE owner/shareholder. Foreign (non-U.S.) companies listed on U.S. stock exchanges, including companies using the VIE structure, could also face delisting or other ramifications for failure to meet the expectations and/or requirements of the SEC, the Public Company Accounting Oversight Board, or other U.S. regulators. Any of these risks could reduce the liquidity and value of the Fund’s investments in Holding Companies or render them valueless.

     

    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.

     

    Currency: To the extent that the Fund 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 Fund 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 United States 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 the Fund. Therefore, the purchase of certain derivatives may have an economic leveraging effect on the Fund and exaggerate any increase or decrease in the net asset value. Derivatives may not perform as expected, so the Fund 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 the Fund 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 the Fund 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 the Fund 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

     


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    ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

     

     

    clearing and related requirements expose the Fund to different kinds of costs and risks.

     

    Dividend: Companies that issue dividend yielding equity securities are not required to continue to pay dividends on such securities. Therefore, there is the possibility that such companies could reduce or eliminate the payment of dividends in the future. As a result, the Fund’s ability to execute its investment strategy may be limited.

     

    Environmental, Social, and Governance (Quantitative): The Sub-Adviser’s consideration of ESG factors in selecting investments for the Fund depends on the operation of quantitative methods and models whose design reflects qualitative and subjective judgments of the Sub-Adviser, including reliance on, or incorporation of, data in respect of ESG factors that may rely on third-party data that might be incorrect or based on incomplete or inaccurate information. There is no minimum percentage of the Fund’s assets that will be invested in companies that the Sub-Adviser views favorably in light of ESG factors, and the Sub-Adviser may not invest in companies that compare favorably to other companies on the basis of ESG factors. It is possible that the Fund 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, will provide more favorable investment performance than another potential investment, and such an investment may, in fact, underperform other potential investments.

     

    Foreign (Non-U.S) Investments/Developing and Emerging Markets: Investing in foreign (non-U.S.) securities may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies due, in part, to: smaller markets; differing reporting, accounting, auditing and financial reporting standards and practices; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations, currency blockage, or replacement; potential for default on sovereign debt; and political changes or diplomatic developments, which may include the imposition of economic sanctions (or the threat of new or modified sanctions) or other measures by the U.S. or other governments and supranational organizations. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. To the extent the Fund 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 the Fund’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 to distribute 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. Foreign (non-U.S.) investment risks may be greater in developing and emerging markets than in developed markets.

     

    The United Kingdom (the “UK”) left the European Union (the “EU”) on January 31, 2020 (commonly known as “Brexit”) and entered into an 11-month transition period during which the UK remained part of the EU single market and customs union. The transition period concluded on December 31, 2020, and the UK left the EU single market and customs union under the terms of a new Trade and Cooperation Agreement. This agreement does not provide the UK with the same level of rights or access to all goods and services in the EU as before, including in relation to financial services. Consequently, 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 until repealed,

     


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    ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

     

     

    replaced, or amended. The UK government has enacted legislation to make substantial amendments to these laws, 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.

     

    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, the Fund’s ability to transact in such securities

    will be impaired, and the liquidity and market price of the securities may decline. The Fund may also need to seek other markets in which to transact in such securities, which could increase the Fund’s costs.

     

    Investment Model: The Sub-Adviser’s proprietary investment model may not adequately take into account existing or unforeseen market factors or the interaction among such factors, including changes in how such factors interact, and there is no guarantee that the use of a proprietary investment model will result in effective investment decisions for the Fund. 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. Volatility management techniques may not always be successful in reducing volatility, may not protect against market declines, and may limit the Fund’s participation in market gains, negatively impacting performance even during periods when the market is rising. During sudden or significant market rallies, such underperformance may be significant. Moreover, volatility management strategies may increase portfolio transaction costs, which may increase losses or reduce gains. The Fund’s volatility may not be lower than that of the Fund’s Index during all market cycles due to market factors. Funds 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. Mistakes in the construction and implementation of the investment models (including, for example, data problems and/or software issues) 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, the Fund might be unable to sell the security at a time when the Fund’s manager might wish to sell, or at all. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, exposing the Fund to the risk that the prices at which it sells illiquid securities will be less than the prices at which they were valued when held by the Fund, which could cause the Fund 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

     


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    ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

     

     

    wars. In addition, markets or securities may become illiquid quickly.

     

    Manager: The Fund 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. The Fund’s portfolio may fail to produce the intended results, and the Fund’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.

     

    Market: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, market disruptions caused by trade disputes or other factors, political developments, and other factors. Prices of equity securities tend to rise and fall more dramatically than those of debt instruments. Additionally, legislative, regulatory or tax policies or developments may adversely impact the investment techniques available to a manager, add to costs, and impair the ability of the Fund to achieve its investment objectives.

     

    Market Capitalization: Stocks fall into three broad market capitalization categories: large, mid, and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear to be greatly out of proportion to the valuations of mid- or small-capitalization companies, investors may migrate to the stocks of mid- and small-capitalization companies causing a fund that invests in these companies to increase in value more rapidly than a fund that invests in large-capitalization companies. Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, more limited publicly available information, and a more limited

    trading market for their stocks as compared with large-capitalization companies. As a result, stocks of mid- and small-capitalization companies may be more volatile and may decline significantly in market downturns.

     

    Market Disruption and Geopolitical: The Fund 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, 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. In addition, military action by Russia in Ukraine has, and may continue to, adversely affect global energy and financial markets and therefore could affect the value of the Fund’s investments, including beyond the Fund’s direct exposure to Russian issuers or nearby geographic regions. Furthermore, the prolonged conflict between Hamas and Israel, and the potential expansion of the conflict in the surrounding areas and the involvement of other nations in such conflict, such as the Houthi movement’s attacks on marine vessels in the Red Sea, could further destabilize the Middle East region and introduce new uncertainties in global markets, including the oil and natural gas markets. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict and 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

     


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    (non-U.S.) financial institutions and economies. These events as well as other changes in foreign (non-U.S.) and domestic economic, social, and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Fund’s investments. Any of these occurrences could disrupt the operations of the Fund and of the Fund’s service providers.

     

    Operational: The Fund, 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 or risks that could adversely affect the Fund and its shareholders, despite the efforts of the Fund and its service providers to adopt technologies, processes, and practices intended to mitigate these risks. Cyber-attacks, disruptions, or failures that affect the Fund’s service providers, counterparties, market participants, or issuers of securities held by the Fund may adversely affect the Fund and its shareholders, including by causing losses or impairing the Fund’s operations. Information relating to the Fund’s investments has been and will in the future be 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.

     

    Option Writing: When the Fund writes a covered call option on a security, it assumes the risk that it must sell the underlying security at an exercise price that may be lower than the market price of the security, and it gives up the opportunity to profit from a price increase in the underlying security above the exercise price. In addition, the Fund continues to bear the risk of a decline in the value of the underlying security.

     

    When the Fund writes an index call option, it assumes the risk that it must pay the purchaser of the option a cash payment equal to any appreciation in the value of the index over the strike price of the call option during the option’s term. While the amount of the Fund’s potential loss is offset by the premium received when the option was written, the amount of the loss is theoretically unlimited. When writing a covered call option, the Fund may be unable to sell the underlying security during the term of the option, including to take advantage of new investment opportunities. If a covered call option written by the Fund expires unexercised, the Fund will realize a capital gain equal to the premium received at the time the option was written; however, in return for the premium received, the Fund gives up the opportunity to profit from any price increase in

    the underlying security above the exercise price during the term of the option, and, as long as its obligation under such call option continues, has retained the risk of loss should the price of the underlying security decline.

     

    There can be no assurances that the option strategy will be effective and that the Fund will be able to exercise a transaction at a desirable price and time.

     

    Other Investment Companies: The main risk of investing in other investment companies, including exchange-traded funds (“ETFs”), is the risk that the value an investment company’s underlying investments might decrease. Shares of investment companies that are listed on an exchange may trade at a discount or premium from their net asset value. You will pay a proportionate share of the expenses of those other investment companies (including management fees, administration fees, and custodial fees) in addition to the expenses of the Fund. The investment policies of the other investment companies may not be the same as those of the Fund; as a result, an investment in the other investment companies may be subject to additional or different risks than those to which the Fund 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: (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 the 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. Other investment companies include Holding Company Depositary Receipts (“HOLDRs”). Because HOLDRs concentrate in the stocks of a particular industry, trends in that industry may have a dramatic impact on their value. 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.

     

    Securities Lending: Securities lending involves two primary risks: “investment risk” and “borrower default risk.” When lending securities, the Fund will receive cash or U.S. government securities as collateral. Investment risk is the risk that the Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that the Fund will lose money due to the failure of a borrower to return a borrowed security.

     


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    ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

     

      

    Securities lending may result in leverage. The use of leverage may exaggerate any increase or decrease in the net asset value, causing the Fund to be more volatile. The use of leverage may increase expenses and increase the impact of the Fund’s other risks.

     

    The Fund 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, the Fund will be protected to the extent the Fund is able to exercise its rights in the collateral promptly and the value of such collateral is sufficient to purchase replacement securities. The Fund is protected by its securities lending agent, which has agreed to indemnify the Fund from losses resulting from borrower default.

     


    46

     

    ADDITIONAL INFORMATION (Unaudited)

     

     

    The following information is a summary of certain changes as of February 28, 2025. The information may not reflect all of the changes that have occurred since you purchased the Fund. During the period, there were no material changes in the Fund’s investment objective or fundamental policies. During the period there have been changes to the portfolio management team. Effective February 28, 2025, Vincent Costa and Steven Wetter are no longer portfolio managers to the Fund.

     

    The Fund may lend portfolio securities in an amount equal to up to 33 1/3% of its managed assets to broker dealers or other institutional borrowers, in exchange for cash collateral and fees. The Fund may use the cash collateral in connection with the Fund’s investment program as approved by the Investment Adviser, including generating cash to cover collateral posting requirements. Although the Fund has no current intention to do so, it may use the cash collateral to generate additional income. The use of cash collateral in connection with the Fund’s investment program may have a leveraging effect on the Fund, which would increase the volatility of the Fund and could reduce its returns and/or cause a loss.

     

    The Fund intends to engage in lending portfolio securities only when such lending is secured by cash or other permissible collateral in an amount at least equal to the market value of the securities loaned. The Fund will maintain cash, cash equivalents or liquid securities holdings in an amount sufficient to cover its repayment obligation with respect to the collateral, marked to market on a daily basis.

     

    Securities lending involves the risks of delay in recovery or even loss of rights in the securities loaned if the borrower of the securities fails financially. Loans will be made only to organizations whose credit quality or claims paying ability is considered by the sub-advisers to be at least investment grade. The financial condition of the borrower will be monitored by the Investment Adviser on an ongoing basis. The Fund will not lend portfolio securities subject to a written American style covered call option contract. The Fund may lend portfolio securities subject to a written European style covered call option contract as long as the lending period is less than or equal to the term of the covered call option contract.

     

    The Fund was granted exemptive relief by the SEC (the “Order”) which, under the 1940 Act, would permit the Fund, subject to Board approval, to include realized long-term capital gains as a part of its regular distributions to Common Shareholders more frequently than would otherwise be permitted by the 1940 Act (generally once per taxable year) (“Managed Distribution Policy”). The Fund may in the future adopt a Managed Distribution Policy.

     

    Dividend Reinvestment Plan

    Unless the registered owner of Common Shares elects to receive cash by contacting Computershare Shareowner Services LLC (the “Plan Agent”), all dividends declared on Common Shares of the Fund will be automatically reinvested by the Plan Agent for shareholders in additional Common Shares of the Fund through the Fund’s Dividend Reinvestment Plan (the “Plan”). Shareholders who elect not to participate in the Plan will receive all dividends and other distributions in cash paid by check mailed directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Agent prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may re-invest that cash in additional Common Shares of the Fund for you. If you wish for all dividends declared on your Common Shares of the Fund to be automatically reinvested pursuant to the Plan, please contact your broker.

     

    The Plan Agent will open an account for each Common Shareholder under the Plan in the same name in which such Common Shareholder’s Common Shares are registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open market (“Open-Market Purchases”) on the NYSE or elsewhere. Open-market purchases and sales are usually made through a broker affiliated with the Plan Agent.

     

    If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share is equal to or greater than the NAV per Common Share, the Plan Agent will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per Common Share on the payment date; provided that, if the NAV is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment date for any Dividend, the NAV per

     


    47

     

    ADDITIONAL INFORMATION (Unaudited) (continued)

     

     

    Common Share is greater than the closing market value plus estimated brokerage commissions, the Plan Agent will invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Agent will have until the last business day before the next date on which the Common Shares trade on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases.

     

    The Fund pays monthly* Dividends. Therefore, the period during which Open-Market Purchases can be made will exist only from the payment date of each Dividend through the date before the next “ex-dividend” date, which typically will be approximately ten days.

     

    If, before the Plan Agent has completed its Open-Market Purchases, the market price per common share exceeds the NAV per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the NAV of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Agent is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making Open-Market Purchases and will invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at the NAV per common share at the close of business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% of the then current market price per Common Share, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.

     

    The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

     

    In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified

    from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.

     

    There will be no brokerage charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a partial or full sale of shares through the Plan Agent are subject to a $15.00 sales fee and a $0.10 per share brokerage commission on purchases or sales, and may be subject to certain other service charges.

     

    The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

     

    All questions concerning the Plan or a request to terminate participation should be directed to the Fund’s Shareholder Service Department at (800) 992-0180.

     

    Application of Control Share Provisions of the Delaware Statutory Trust Act

     

    Under Delaware law, which became automatically applicable to listed closed-end funds such as the Fund upon its effective date of August 1, 2022 (the “DSTA Control Share Statute”), if a shareholder acquires direct or indirect ownership or power to direct the voting of shares of the Fund in an aggregate amount that equals or exceeds certain percentage thresholds specified under the DSTA Control Share Statute (beginning at 10% or more of the Fund’s shares) (“control share acquisitions”), the shareholder’s ability to vote certain of these shares will be limited by operation of state law unless action is taken by the Board of Trustees or by a vote of shareholders of the Fund to exempt such shares from the provisions of the statute. The DSTA Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition. The Fund may have no or only a limited ability to identify when a control share acquisition has occurred absent notice from a shareholder of a control share acquisition. Shareholders should consult their own counsel with respect to the application of the DSTA Control Share Statute to any particular circumstance.

     

    * Prior to May 1, 2024, the Fund made quarterly distributions

     


    48

     

    ADDITIONAL INFORMATION (Unaudited) (continued)

     

     

    Key Financial Dates — Calendar 2025 Distributions:

     

    Declaration Date  Ex Date  Record Date  Payable Date
    January 15, 2025  February 3, 2025  February 3, 2025  February 18, 2025
    February 18, 2025  March 3, 2025  March 3, 2025  March 17, 2025
    March 17, 2025  April 1, 2025  April 1, 2025  April 15, 2025
    April 15, 2025  May 1, 2025  May 1, 2025  May 15, 2025
    May 15, 2025  June 2, 2025  June 2, 2025  June 16, 2025
    June 16, 2025  July 1, 2025  July 1, 2025  July 15, 2025
    July 15, 2025  August 1, 2025  August 1, 2025  August 15, 2025
    August 15, 2025  September 2, 2025  September 2, 2025  September 15, 2025
    September 15, 2025  October 1, 2025  October 1, 2025  October 15, 2025
    October 15, 2025  November 3, 2025  November 3, 2025  November 17, 2025
    November 17, 2025  December 1, 2025  December 1, 2025  December 15, 2025
    December 15, 2025  December 30, 2025  December 30, 2025  January 15, 2026

     

    Record date will be two business days after each Ex-Dividend Date. These dates are subject to change.

     

    Stock Data

     

    The Fund’s common shares are traded on the NYSE (Symbol: IHD).

     

    Repurchase of Securities by Closed-End Companies

     

    In accordance with Section 23(c) of the 1940 Act, and Rule 23c-1 under the 1940 Act, the Fund may from time to time purchase shares of beneficial interest of the Fund in the open market, in privately negotiated transactions and/ or purchase shares to correct erroneous transactions.

     

    Number of Shareholders

     

    The number of record holders of common stock as of February 28, 2025 was 8, which does not include approximately 6,632 beneficial owners of shares held in the name of brokers or other nominees.

     

    Certifications

     

    In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund’s CEO submitted the Annual CEO Certification on September 24, 2024 certifying that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Form N-CSR, relating to, among other things, the Fund’s disclosure controls and procedures and internal controls over financial reporting.

     


    49

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Investment Adviser Independent Registered Public Accounting Firm

    Voya Investments, LLC

    7337 East Doubletree Ranch Road, Suite 100

    Scottsdale, Arizona 85258

    Ernst & Young LLP

    200 Clarendon Street

    Boston, Massachusetts 02116

       
    Transfer Agent Custodian

    Computershare, Inc.

    480 Washington Boulevard

    Jersey City, New Jersey 07310-1900

    The Bank of New York Mellon

    225 Liberty Street

    New York, New York 10286

       
      Legal Counsel
     

    Ropes & Gray LLP

    Prudential Tower

    800 Boylston Street

    Boston, Massachusetts 02199

      

    Toll-Free Shareholder Information 

    Call us from 9:00 a.m. to 7:00 p.m. Eastern Time on any business day for account or other information at (800) 992-0180.

     

     

     

     

     

    RETIREMENT | INVESTMENTS | INSURANCE

    voyainvestments.com

     



    164423 (0225)        

     

     

     

    (b)           Not applicable.

     

    Item 2. Code of Ethics.

     

    As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code of ethics is filed herewith pursuant to Item 19(a)(1), Ex-99.CODE ETH.

     

    Item 3. Audit Committee Financial Expert.

     

    The Board of Trustees has determined that Colleen D. Baldwin, Martin J. Gavin, and Christopher P. Sullivan are audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Baldwin, Mr. Gavin, and Mr. Sullivan are “independent” for purposes of Item 3 of Form N-CSR.

     

    Item 4. Principal Accountant Fees and Services.

     

    Below are the amount of fees that Ernst & Young LLP (“EY”), the Registrant’s current Independent Registered Public Accounting Firm, billed and paid to the Fund during the Fund’s fiscal years ended February 28, 2025 and February 29, 2024.

     

    (a)Audit Fees: The aggregate fees billed and paid for each of the last two fiscal years for professional services rendered by Ernst & Young LLP (“EY”), the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $26,950 for the year ended February 28, 2025 and $26,770 for the year ended February 29, 2024.

     

    (b)Audit-Related Fees: The aggregate fees billed and paid in each of the last two fiscal years for assurance and related services by EY that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the year ended February 28, 2025 and $0 for the year ended February 29, 2024.

     

    (c)Tax Fees: The aggregate fees billed and paid in each of the last two fiscal years for professional services rendered by EY for tax compliance, tax advice, and tax planning were $50,061 for the year ended February 28, 2025 and $13,646 for the year ended February 29, 2024. Such services included review of excise distribution calculations (if applicable), preparation of the Registrants’ federal, state, and excise tax returns, tax services related to mergers and routine consulting.

     

    (d)All Other Fees: The aggregate fees billed and paid in each of the last two fiscal years for products and services provided by EY, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the year ended February 28, 2025 and $0 for the year ended February 29, 2024.
       
     (e)(1)Audit Committee Pre-Approval Policies and Procedures

     

     

     

     

    Appendix A

     

    AUDIT AND NON-AUDIT SERVICES
    PRE-APPROVAL POLICY

     

    I.Statement of Principles

     

    Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the Voya funds (each a “Fund,” collectively, the “Funds”) set out on Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”) is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.

     

    Under Securities and Exchange Commission (“SEC”) rules promulgated in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit services. The Committee may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’ independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s specific pre-approval.

     

    For both types of approval, the Committee considers whether the subject services are consistent with the SEC’s rules on auditor independence and that such services are compatible with maintaining the auditors independence. The Committee also considers whether a particular audit firm is in the best position to provide effective and efficient services to the Funds. Reasons that the auditors are in the best position include the auditors’ familiarity with the Funds’ business, personnel, culture, accounting systems, risk profile, and other factors, and whether the services will enhance the Funds’ ability to manage and control risk or improve audit quality. Such factors will be considered as a whole, with no one factor being determinative.

     

    The appendices attached to this Policy describe the audit, audit-related, tax-related, and other services that have the Committee’s general pre-approval. For any service that has been approved through general pre-approval, the general pre-approval will remain in place for a period 12 months from the date of pre-approval, unless the Committee determines that a different period is appropriate. The Committee will annually review and pre-approve the services that may be provided by the independent auditors without specific pre-approval. The Committee will revise the list of services subject to general pre-approval as appropriate. This Policy does not serve as a delegation to Fund management of the Committee’s duty to pre-approve services performed by the Funds’ independent auditors.

     

    1

     

     

    II.Audit Services

     

    The annual audit services engagement terms and fees are subject to the Committee’s specific pre-approval. Audit services are those services that are normally provided by auditors in connection with statutory and regulatory filings or engagements or those that generally only independent auditors can reasonably provide. They include the Funds’ annual financial statement audit and procedures that the independent auditors must perform in order to form an opinion on the Funds’ financial statements (e.g., information systems and procedural reviews and testing). The Committee will monitor the audit services engagement and approve any changes in terms, conditions or fees deemed by the Committee to be necessary or appropriate.

     

    The Committee may grant general pre-approval to other audit services, such as statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or issued in connection with securities offerings.

     

    The Committee has pre-approved the audit services listed on Appendix A. The Committee must specifically approve all audit services not listed on Appendix A.

     

    III.Audit-related Services

     

    Audit-related services are assurance and related services that are reasonably related to the performance of the audit or the review of the Funds’ financial statements or are traditionally performed by the independent auditors. The Committee believes that the provision of audit-related services will not impair the independent auditors’ independence, and therefore may grant pre-approval to audit-related services. Audit-related services include accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Form N-CEN or Form N-CSR.

     

    The Committee has pre-approved the audit-related services listed on Appendix B. The Committee must specifically approve all audit-related services not listed on Appendix B.

     

    IV.Tax Services

     

    The Committee believes the independent auditors can provide tax services to the Funds, including tax compliance, tax planning, and tax advice, without compromising the auditors’ independence. Therefore, the Committee may grant general pre-approval with respect to tax services historically provided by the Funds’ independent auditors that do not, in the Committee’s view, impair auditor independence and that are consistent with the SEC’s rules on auditor independence.

     

    The Committee will not grant pre-approval if the independent auditors initially recommends a transaction the sole business purpose of which is tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Committee may consult

     

     

     

     

    outside counsel to determine that tax planning and reporting positions are consistent with this Policy.

     

    The Committee has pre-approved the tax-related services listed on Appendix C. The Committee must specifically approve all tax-related services not listed on Appendix C.

     

    V.Other Services

     

    The Committee believes it may grant approval of non-audit services that are permissible services for independent auditors to a Fund. The Committee has determined to grant general pre-approval to other services that it believes are routine and recurring, do not impair auditor independence, and are consistent with SEC rules on auditor independence.

     

    The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must specifically approve all non-audit services not listed on Appendix D.

     

    A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these impermissible services and the applicability of exceptions to certain of the SEC’s prohibitions.

     

    VI.Pre-approval of Fee levels and Budgeted Amounts

     

    The Committee will annually establish pre-approval fee levels or budgeted amounts for audit, audit-related, tax and non-audit services to be provided to the Funds by the independent auditors. Any proposed services exceeding these levels or amounts require the Committee’s specific pre-approval. The Committee considers fees for audit and non-audit services when deciding whether to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the appropriate ratio between the total amount of fees for the Fund’s audit, audit-related, and tax services (including fees for services provided to Fund affiliates that are subject to pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund classified as other services (including any such services provided to Fund affiliates that are subject to pre-approval).

     

    VII.Procedures

     

    Requests or applications for services to be provided by the independent auditors will be submitted to management. If management determines that the services do not fall within those services generally pre-approved by the Committee and set out in the appendices to these procedures, management will submit the services to the Committee or its delagee. Any such submission will include a detailed description of the services to be rendered. Notwithstanding this paragraph, the Committee will, on a quarterly basis, receive from the independent auditors a list of services provided for the previous calendar quarter on a cumulative basis by the auditors during the Pre-Approval Period.

     

     

     

     

    VIII.Delegation

     

    The Committee may delegate pre-approval authority to one or more of the Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions, including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee or at the option of the member.

     

    IX.Additional Requirements

     

    The Committee will take any measures the Committee deems necessary or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring independence.

     

     

     

     

    Last Approved:    November 14, 2024

     

     

     

     

    Appendix A
    Pre-Approved Audit Services for the Pre-Approval Period January 1, 2025 through December 31, 2025

     

    Service
      The Fund(s) Fee Range
    Statutory audits or financial audits (including tax services associated with audit services) √ As presented to Audit Committee1
    Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., consents), and assistance in responding to SEC comment letters. √ Not to exceed $9,750 per filing
    Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies. √ Not to exceed $8,000 during the Pre-Approval Period
    Seed capital audit and related review and issuance of consent on the N-2 registration statement √ Not to exceed $14,750 per audit
    Audit of summary portfolio of investments √ Not to exceed $840 per fund

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    1 For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

     

     

     

     

    Appendix B
    Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2025 through December 31, 2025

     

    Service
      The Fund(s) Fund Affiliates Fee Range
    Services related to Fund mergers (Excludes tax services  - See Appendix C for tax services associated with Fund mergers) √ √ Not to exceed $10,000 per merger
    Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies.  [Note:  Under SEC rules some consultations may be “audit” services and others may be “audit-related” services.] √   Not to exceed $5,000 per occurrence during the Pre-Approval Period
    Review of the Funds’ semi-annual and quarterly financial statements √   Not to exceed $2,700 per set of financial statements per fund
    Reports to regulatory or government agencies related to the annual engagement √   Up to $5,000 per occurrence during the Pre-Approval Period
    Regulatory compliance assistance √ √ Not to exceed $5,000 per quarter
    Training courses   √ Not to exceed $5,000 per course

     

     

     

     

    Appendix C
    Pre-Approved Tax Services for the Pre-Approval Period January 1, 2025 through December 31, 2025

     

    Service
      The Fund(s) Fund Affiliates Fee Range
    Preparation of federal and state income tax returns and federal excise tax returns for the Funds including assistance and review with excise tax distributions (Funds fees) √   As presented to Audit Committee2
    Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis √   As presented to Audit Committee2
    Tax assistance and advice regarding statutory, regulatory or administrative developments √ √ Not to exceed $5,000 for the Funds or for the Funds’ investment adviser during the Pre-Approval Period

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    2 For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

     

     

     

     

    Appendix C, continued Pre-Approved Tax Services for the Pre-Approval Period January 1, 2025 through December 31, 2025

     

    Service
      The Fund(s) Fund Affiliates Fee Range
    Tax and technology training sessions   √ Not to exceed $5,000 per course during the Pre-Approval Period
    Tax services associated with Fund mergers √ √ Not to exceed $4,000 per fund per merger during the Pre-Approval Period

     

    Tax compliance services related to return preparation for the Funds (Adviser Fees)

      √ As presented to  Audit Committee3
    Other tax-related assistance and consultation, including, without limitation, assistance in evaluating derivative financial instruments and international tax issues, qualification and distribution issues, year-end reporting for 1099’s, tax compliance services in foreign jurisdictions and similar routine tax consultations as requested. √   Not to exceed $300,000 during the Pre-Approval Period
    EU Reclaims IRS Closing Agreement Filings √   $20,000 per Fund first closing agreement, $5,000 for subsequent closing agreements for same Fund

     

     

     

     

     

     

    3 For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

     

     

     

     

    Service
    German Tax Treaty Reclaims √   Not to exceed $2,500 per fund during the Pre-Approval Period

     

     

     

     

    Appendix D
    Pre-Approved Other Services for the Pre-Approval Period January 1, 2025 through December 31, 2025

     

    Service
      The Fund(s) Fund Affiliates Fee Range
    Agreed-upon procedures for Class B share 12b-1 programs   √ Not to exceed $60,000 during the Pre-Approval Period

    Security counts performed pursuant to Rule 17f-2 of the 1940 Act (i.e., counts for Funds holding securities with affiliated sub-custodians)

    Cost to be borne 50% by the Funds and 50% by Voya Investments, LLC.

    √

     

    √

     

    Not to exceed $5,700 per Fund during the Pre-Approval Period
    Agreed upon procedures for 15 (c) FACT Books √   Not to exceed $50,000 during the Pre-Approval Period

     

     

     

     

    Appendix E

     

    Prohibited Non-Audit Services
    Dated:
         January 1, 2025 to December 31, 2025

     

    ●Bookkeeping or other services related to the accounting records or financial statements of the Funds

     

    ●Financial information systems design and implementation

     

    ●Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

     

    ●Actuarial services

     

    ●Internal audit outsourcing services

     

    ●Management functions

     

    ●Human resources

     

    ●Broker-dealer, investment adviser, or investment banking services

     

    ●Legal services

     

    ●Expert services unrelated to the audit

     

    ●Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

     

     

     

     

    EXHIBIT A

     

     

    VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND 

    VOYA CREDIT INCOME FUND 

    VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND 

    VOYA ENHANCED SECURITIZED INCOME FUND 

    VOYA EQUITY TRUST 

    VOYA FUNDS TRUST 

    VOYA GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND 

    VOYA GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND 

    VOYA INFRASTRUCTURE, INDUSTRIALS, AND MATERIALS FUND 

    VOYA INTERMEDIATE BOND PORTFOLIO 

    VOYA INVESTORS TRUST 

    VOYA GOVERNMENT MONEY MARKET PORTFOLIO 

    VOYA MUTUAL FUNDS 

    VOYA PARTNERS, INC. 

    VOYA SEPARATE PORTFOLIOS TRUST

     

    VOYA VARIABLE FUNDS 

    VOYA VARIABLE INSURANCE TRUST 

    VOYA VARIABLE PORTFOLIOS INC, 

    VOYA VARIABLE PRODUCTS TRUST

     

     

     

     

     

    (e)(2)       Percentage of services referred to in 4(b) – (4)(d) that were approved by the audit committee

     

    There were no services, or 0%, provided to the registrant by EY that were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

     

    (f)            Percentage of hours expended attributable to work performed by other than full time employees of EY if greater than 50%

     

    Not applicable.

     

    (g)Non-Audit Fees: The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed and paid to the Registrant by the independent registered public accounting firm for the Registrant’s fiscal years ended, February 28, 2025 and February 29, 2024; and (ii) the aggregate non-audit fees billed to the investment adviser, or any of its affiliates that provide ongoing services to the registrant, by the independent registered public accounting firm for the same time periods.
       
    Registrant/Investment Adviser   2025    2024 
    Voya Emerging Markets High Dividend Equity Fund   $50,061    $13,646 
    Voya Investments, LLC (1)   $15,145,346    $21,656,780 

     

     

    (1) The Registrant’s investment adviser and any of its affiliates, which are subsidiaries of Voya Financial, Inc.

     

    (h)Principal Accountants Independence: The Registrant’s Audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining EY’s independence.

     

    (i)            Not applicable.

     

    (j)            Not applicable.

     

    Item 5. Audit Committee of Listed Registrants.

     

    a.The registrant has a separately-designated standing audit committee. The members are Colleen D. Baldwin, Martin J. Gavin, and Christopher P. Sullivan.

     

    b.Not applicable.

     

    Item 6. Investments.

     

    (a)            Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

     

    (b)            Not applicable.

     

    Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

     

    Not applicable.

     

     

     

     

    Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

     

    Not applicable.

     

    Item 9. Proxy Disclosures for Open-End Management Investment Companies.

     

    Not applicable.

     

    Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

     

    Not applicable.

     

    Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

     

    Included in the financial statements filed under Item 1.

     

    Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

     

     

     

     

     

     

     

     

     

    PROXY VOTING Policy

     

     

    VOYA FUNDS

    VOYA iNVESTMENTS, LLC

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Date Last Revised: February 5, 2025

     

     

     

     

     

     

    Introduction

     

     

     

     

    This document sets forth the proxy voting procedures (“Procedures”) and guidelines (“Guidelines”), collectively the “Proxy Voting Policy”, that Voya Investments, LLC (“Adviser”) shall follow when voting proxies on behalf of the Voya funds for which it serves as investment adviser (each a “Fund” and collectively, the “Funds”). The Funds’ Boards of Directors/Trustees (“Board”) have approved the Proxy Voting Policy.

     

    The Board may determine to delegate proxy voting to a sub-adviser of one or more Funds (rather than to the Adviser) in which case the sub-adviser’s proxy policies and procedures for implementation on behalf of such Fund (a “Sub-Adviser-Voted Fund”) shall be subject to Board approval. Sub-Adviser-Voted Funds are not covered under the Proxy Voting Policy except as described in the Reporting and Record Retention section below relating to vote reporting requirements. Sub-Adviser-Voted Funds are governed by the applicable sub-adviser’s respective proxy policies provided that the Board has approved such policies.

     

    The Proxy Voting Policy incorporates principles and guidance set forth in relevant pronouncements of the U.S. Securities and Exchange Commission (“SEC”) and its staff regarding the Adviser’s fiduciary duty to ensure that proxies are voted in a timely manner and that voting decisions are always in the Funds’ best interest.

     

    Pursuant to the Policy, the Adviser’s Active Ownership team (“AO Team”) is delegated the responsibility to vote the Funds’ proxies in accordance with the Proxy Voting Policy on the Funds’ behalf.

     

    The engagement of a Proxy Advisory Firm (as defined in the Proxy Advisory Firm section below) shall be subject to the Board’s initial approval and annual Board review and approval thereafter. The AO Team is responsible for Proxy Advisory Firm oversight and shall direct the Proxy Advisory Firm to vote proxies in accordance with the Guidelines.

     

    The Board’s Compliance Committee (“Compliance Committee”) shall review the Proxy Voting Policy not less than annually and these documents shall be updated as appropriate. No material changes to the Proxy Voting Policy shall become effective without Board approval. The Compliance Committee may approve non-material amendments for immediate implementation subject to full Board ratification at its next regularly scheduled meeting.

     

    Adviser’s Roles and Responsibilities

     

    Active Ownership Team

     

    The AO Team shall direct the Proxy Advisory Firm to vote proxies on the Funds’ and Adviser’s behalf in connection with annual and special shareholder meetings (except those regarding bankruptcy matters and/or related plans of reorganization).

     

    The AO Team is responsible for overseeing the Proxy Advisory Firm and voting the Funds’ proxies in accordance with the Proxy Voting Policy on the Funds’ and the Adviser’s behalf.

     

    The AO Team is authorized to direct the Proxy Advisory Firm to vote Fund proxies in accordance with the Proxy Voting Policy. Responsibilities assigned to the AO Team or activities in support thereof may be performed by such members of the Proxy Committee (as defined in the Proxy Committee section below) or employees of the Adviser’s affiliates as the Proxy Committee deems appropriate.

     

    The AO Team is also responsible for identifying potential conflicts between the proxy issuer and the Proxy Advisory Firm, the Adviser, the Funds’ principal underwriters, or an affiliated person of the Funds. The AO Team shall identify such potential conflicts of interest based on information the Proxy Advisory Firm periodically provides; analyses of Voya’s clients, distributors, broker-dealers, and vendors; and information derived from other sources including but not limited to public filings.

     

    Proxy Committee

     

    The Proxy Committee shall ensure that the Funds vote proxies consistent with the Proxy Voting Policy. The Proxy Committee accordingly reviews and evaluates this Policy, oversees the development and implementation thereof, and resolves ad hoc issues that may arise from time to time. The Proxy Committee is comprised of senior leaders of Voya Investment Management, including fundamental research, ESG

      

    Revision Date: February 5, 2025 2

     

     

    research, active ownership, compliance, legal, finance, and operations of the Adviser. The Proxy Committee membership may be amended at the Adviser’s discretion from time to time. The Board will be informed of any membership changes quarterly at the next regularly scheduled meeting.

     

    Investment Professionals

     

    The Funds’ sub-advisers and/or portfolio managers are each referred to herein as an “Investment Professional” and collectively, “Investment Professionals”. Investment Professionals are encouraged to submit recommendations to the AO Team regarding any proxy voting-related proposals relating to the portfolio securities over which they have daily portfolio management responsibility including proxy contests, proposals relating to issuers with dual class shares with superior voting rights, and/or mergers and acquisitions.

     

    Proxy Advisory Firm

     

    The Proxy Advisory Firm is required to coordinate with the Funds’ custodians to ensure that those firms process all proxy materials they receive relating to portfolio securities in a timely manner. To the extent applicable the Proxy Advisory Firm is required to provide research, analysis, and vote recommendations under its Proxy Voting guidelines. The Proxy Advisory Firm is required to produce custom vote recommendations in accordance with the Guidelines and their vote recommendations.

     

     

    PROXY VOTING PROCEDURES

     

    Vote Classification

     

    Within-Guidelines Votes: Votes in Accordance with these Guidelines

     

    A vote cast in accordance with these Guidelines is considered Within-Guidelines.

     

    Out-of-Guidelines Votes: Votes Contrary to these Guidelines

     

    A vote that is contrary to these Guidelines may be cast when the AO team and/or Proxy Committee determine that application of these Guidelines is inappropriate under the circumstances. A vote is considered contrary to these Guidelines when such vote contradicts the approach outlined in the Policy.

     

    A vote would not be considered contrary to these Guidelines for cases in which these Guidelines stipulate a Case-by-Case consideration, or an Investment Professional provides a written rationale for such vote.

     

    Matters Requiring Case-by-Case Consideration

     

    The Proxy Advisory Firm shall refer proxy proposals to the AO Team for consideration when the Procedures and Guidelines indicate a “Case-by-Case” consideration. Additionally, the Proxy Advisory Firm shall refer a proxy proposal under circumstances in which the application of the Procedures and Guidelines is uncertain, appears to involve unusual or controversial issues, or is silent regarding the proposal.

     

    Upon receipt of a referral from the Proxy Advisory Firm, the AO Team may solicit additional research or clarification from the Proxy Advisory Firm, Investment Professional(s), or other sources.

     

    The AO Team shall review matters requiring Case-by-Case consideration to determine whether such proposals require an Investment Professional and/or Proxy Committee input and a vote determination.

     

    Non-Votes: Votes in which No Action is Taken

     

    The AO Team shall make reasonable efforts to secure and vote all Fund proxies. Nevertheless, a Fund may refrain from voting under certain circumstances including, but not limited to:

    ●The economic effect on shareholder interests or the value of the portfolio holding is indeterminable or insignificant (e.g., proxies in connection with fractional shares), securities no longer held in a Fund, or a proxy is being considered for a Fund no longer in existence.
    ●The cost of voting a proxy outweighs the benefits (e.g., certain international proxies, particularly in cases in which share-blocking practices may impose trading restrictions on the relevant portfolio security).

     

    Conflicts of Interest

     

    Revision Date: February 5, 2025 3

     

     

    The Adviser shall act in the Funds’ best interests and strive to avoid conflicts of interest.

     

    Conflicts of interest may arise in situations in which, but not limited to:

    ●The issuer is a vendor whose products or services are material to the Funds, the Adviser, or their affiliates;
    ●The issuer is an entity participating to a material extent in the Funds’ distribution;
    ●The issuer is a significant executing broker-dealer for the Funds and/or the Adviser;
    ●Any individual who participates in the voting process for the Funds, including:
    oInvestment Professionals;
    oMembers of the Proxy Committee;
    oEmployees of the Adviser;
    oBoard Directors/Trustees; and
    oIndividuals who serve as a director or officer of the issuer.
    ●The issuer is Voya Financial.

     

    Investment Professionals, the Proxy Advisory Firm, the Proxy Committee, and the AO Team shall disclose any potential conflicts of interest and/or confirm they do not have conflicts of interest relating to their participation in the voting process for portfolio securities.

     

    The AO Team shall call a meeting of the Proxy Committee if a potential conflict exists and a member (or members) of the AO Team wishes to vote contrary to these Guidelines or an Investment Professional provides input regarding a meeting and has confirmed a conflict exists with regard thereto. The Proxy Committee shall then consider the matter and vote on a best course of action.

     

    The AO Team shall use best efforts to convene the Proxy Committee with respect to all matters requiring its consideration. If the Proxy Committee cannot meet its quorum requirements by the voting deadline it shall execute the vote in accordance with these Guidelines.

     

    The Adviser shall maintain records regarding any determinations to vote contrary to these Guidelines including those in which a potential Voya Investment Management Conflict exists. Such records shall include the rationale for the contrary vote.

     

    Potential Conflicts with a Proxy Issuer

     

    The AO Team shall identify potential conflicts with proxy issuers. In addition to obtaining potential conflict of interest information described in the Roles and Responsibilities section above, Proxy Committee members shall disclose to the AO Team any potential conflicts of interests with an issuer prior to discussing the Proxy Advisory Firm’s recommendation.

     

    Proxy Committee members shall advise the AO Team in the event they believe a potential or perceived conflict of interest exists that may preclude them from making a vote determination in the Funds’ best interests. The Proxy Committee member may elect recusal from considering the relevant proxy. Proxy Committee members shall complete a Conflict of Interest Report when they verbally disclose a potential conflict of interest.

     

    Investment Professionals shall also confirm that they do not have any potential conflicts of interest when submitting vote recommendations to the AO Team.

     

    The AO Team gathers and analyzes the information provided by the:

     

    ●Proxy Advisory Firm;
    ●Adviser;
    ●Funds’ principal underwriters;
    ●Fund affiliates;
    ●Proxy Committee members;
    ●Investment Professionals; and
    ●Fund Directors and Officers.

     

    Assessment of the Proxy Advisory Firm

     

    On the Board’s and Adviser’s behalf the AO Team shall assess whether the Proxy Advisory Firm:

    ●Is independent from the Adviser;

     

    Revision Date: February 5, 2025 4

     

     

    ●Has resources that indicate it can competently provide analysis of proxy issues;
    ●Can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners; and
    ●Has adequate compliance policies and procedures to:
    oEnsure that its proxy voting recommendations are based on current and accurate information; and
    oIdentify and address conflicts of interest.

     

    The AO Team shall utilize and the Proxy Advisory Firm shall comply with such methods for completing the assessment as the AO Team may deem reasonably appropriate. The Proxy Advisory Firm shall also promptly notify the AO Team in writing of any material changes to information it previously provided to the AO Team in connection with establishing the Proxy Advisory Firm’s independence, competence, or impartiality.

     

    Voting Funds of Funds, Investing Funds and Feeder Funds

     

    Funds that are funds-of-funds1 (each a “Fund-of-Funds” and collectively, “Funds-of-Funds”) shall “echo” vote their interests in underlying mutual funds, which may include mutual funds other than the Funds indicated on Voya’s website (www.voyainvestments.com). Meaning that if the Fund-of-Funds must vote on a proposal with respect to an underlying investment issuer the Fund-of-Funds shall vote its interest in that underlying fund in the same proportion as all other shareholders in the underlying investment company voted their interests.

     

    However, if the underlying fund has no other shareholders, the Fund-of-Funds shall vote as follows:

    ●If the Fund-of-Funds and the underlying fund are solicited to vote on the same proposal (e.g., the election of fund directors/trustees), the Fund-of-Funds shall vote the shares it holds in the underlying fund in the same proportion as all votes received from the holders of the Fund-of-Funds’ shares with respect to that proposal.
    ●If the Fund-of-Funds is solicited to vote on a proposal for an underlying fund (e.g., a new sub-adviser to the underlying fund), and there is no corresponding proposal at the Fund-of-Funds level, the Adviser shall determine the most appropriate method of voting with respect to the underlying fund proposal.

     

    An Investing Fund2 (e.g., any Voya fund), while not a Fund-of-Funds shall have the foregoing Fund-of-Funds procedure applied to any Investing Fund that invests in one or more underlying funds. Accordingly:

    ●Each Investing Fund shall “echo” vote its interests in an underlying fund if the underlying fund has shareholders other than the Investing Fund;
    ●In the event an underlying fund has no other shareholders and the Investing Fund and the underlying fund are solicited to vote on the same proposal, the Investing Fund shall vote its interests in the underlying fund in the same proportion as all votes received from the holders of its own shares on that proposal; and
    ●In the event an underlying fund has no other shareholders, and no corresponding proposal exists at the Investing Fund level, the Board shall determine the most appropriate method of voting with respect to the underlying fund proposal.

     

    A fund that is a “Feeder Fund” in a master-feeder structure passes votes requested by the underlying master fund to its shareholders. Meaning that, if the master fund solicits the Feeder Fund, the Feeder Fund shall request instructions from its own shareholders as to how it should vote its interest in an underlying master fund either directly or in the case of an insurance-dedicated Fund through an insurance product or retirement plan.

     

    When a Fund is a feeder in a master-feeder structure, proxies for the master fund’s portfolio securities shall be voted pursuant to the master fund’s proxy voting policies and procedures. As such, Feeder Funds shall not be subject to the Procedures and Guidelines except as described in the Reporting and Record Retention section below.

     

     

     

    1 Invest in underlying funds beyond 12d-1 limits.

     

    2 Invest in underlying funds but not beyond 12d-1 limits.

     

    Revision Date: February 5, 2025 5

     

     

    Securities Lending

     

    Many of the Funds participate in securities lending arrangements that generate additional revenue for the Fund. Accordingly, the Fund is unable to vote securities that are on loan under these arrangements. However, under certain circumstances, for voting issues that may have a significant impact on the investment, members of the Proxy Committee or AO Team may request that the Fund’s securities lending agent recall securities on loan if they determine that the benefit of voting outweighs the costs and lost revenue to the Fund as well as the administrative burden of retrieving the securities.

     

    Investment Professionals may also deem a vote to be “material” in the context of the portfolio(s) they manage. They may therefore request that the Proxy Committee review lending activity on behalf of their portfolio(s) with respect to the relevant security and consider recalling and/or restricting the security. The Proxy Committee shall give primary consideration to relevant Investment Professional input in its determination as to whether a given proxy vote is material and if the associated security should accordingly be restricted from lending. The determination that a vote is material in the context of a Fund’s portfolio shall not mean that such vote is considered material across all Funds voting at that meeting. In order to recall or restrict shares on a timely basis for material voting purposes the AO Team shall use best efforts to consider and, when appropriate, act upon such requests on a timely basis. Any relevant Investment Professional may submit a request to review lending activity in connection with a potentially material vote for the Proxy Committee’s consideration at any time.

     

    Reporting and Record Retention

     

    Reporting by the Funds

     

    Annually, as required, each Fund and each Sub-Adviser-Voted Fund shall post on the Voya Funds’ website its proxy voting record or a link to the prior one-year period ended June 30. The proxy voting record for each Fund and each Sub-Adviser-Voted Fund shall also be available on Form N-PX in the SEC’s EDGAR database on its website. For any Fund that is a feeder within a master-feeder structure, no proxy voting record related to the portfolio securities owned by the master fund shall be posted on the Funds’ website or included in the Fund’s Form N-PX; however, a cross-reference to the master fund’s proxy voting record as filed in the SEC’s EDGAR database shall be included in the Fund’s Form N-PX and posted on the Funds’ website. If an underlying master fund solicited any Feeder Fund for a vote during the reporting period, a record of the votes cast by means of the pass-through process described above shall be included on the Voya funds’ website and in the Feeder Fund’s Form N-PX.

     

    Reporting to the Compliance Committee

     

    At each quarterly Compliance Committee meeting the AO Team shall provide to the Compliance Committee a report outlining each proxy proposal, or a summary of such proposals, that was:

    1.Voted Out-of-Guidelines; and/or
    2.When the Proxy Committee did not agree with an Investment Professional’s recommendation, as assessed when the Investment Professional raises a potential conflict of interest.

     

    The report shall include the name of the issuer, the substance of the proposal, a summary of the Investment Professional’s recommendation as applicable, and the reasons for voting or recommending an Out-of-Guidelines Vote or in the case of (2) above a vote which differed from that recommended by the Investment Professional.

     

    Reporting by the AO Team on behalf of the Adviser

     

    The Adviser shall maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following:

    ●A copy of each proxy statement received regarding a Fund’s portfolio securities. Such proxy statements the issuers send are available either in the SEC’s EDGAR database or upon request from the Proxy Advisory Firm;
    ●A record of each vote cast on behalf of a Fund;
    ●A copy of any Adviser-created document that was material to making a proxy vote decision or that memorializes the basis for that decision;
    ●A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Adviser voted proxies on behalf of a Fund;

     

    Revision Date: February 5, 2025 6

     

     

    ●A record of all recommendations from Investment Professionals to vote contrary to these Guidelines;
    ●All proxy questions/recommendations that have been referred to the Compliance Committee; and
    ●All applicable recommendations, analyses, research, Conflict Reports, and vote determinations.

     

    All proxy voting materials and supporting documentation shall be retained for a minimum of six years.

     

    Records Maintained by the Proxy Advisory Firm

     

    The Proxy Advisory Firm shall retain a record of all proxy votes handled by the Proxy Advisory Firm. Such record must reflect all the information required to be disclosed in a Fund’s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act of 1940. Additionally, the Proxy Advisory Firm shall be responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Adviser upon request.

     

    PROXY VOTING GUIDELINES

     

    Introduction

     

    Proxies shall be voted in the Funds’ best interests. These Guidelines summarize the Funds’ positions regarding certain matters of importance to shareholders and provide an indication as to how the Funds’ ballots shall be voted for certain types of proposals. These Guidelines are not exhaustive and do not provide guidance on all potential voting matters. Proposals may be addressed on a CASE-BY-CASE basis rather than according to these Guidelines when assessing the merits of available rationale and disclosure.

     

    These Guidelines generally apply to securities of publicly traded operating issuers and to those of privately held operating issuers if publicly available disclosure permits such application. The Funds will consider matters relating to investment companies that are registered under the Investment Company Act of 1940 on a CASE-BY-CASE basis. Additionally, all matters for which such disclosure is not available shall be considered on a CASE-BY-CASE basis.

     

    Investment Professionals are encouraged to submit recommendations to the AO Team regarding proxy voting matters relating to the portfolio securities over which they have daily portfolio management responsibility. Investment Professionals may submit recommendations in connection with any proposal and they are likely to receive requests for recommendations relating to proxies for private equity or fixed income securities and/or proposals relating to merger transactions/corporate restructurings, proxy contests, or unusual or controversial issues.

     

    Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement, or other legal requirement to which an issuer may be or become subject. No proposal shall be supported where implementation would contravene such requirements.

     

    General Policies

     

    The Funds generally support the recommendation of an issuer’s management when the Proxy Advisory Firm’s recommendation also aligns with such recommendation and to vote in accordance with the Proxy Advisory Firm’s recommendation when management has made no recommendation. However, this policy shall not apply to CASE-BY-CASE proposals for which a contrary recommendation from the relevant Investment Professional(s) is utilized.

     

    The rationale and vote recommendation from Investment Professionals shall receive primary consideration with respect to CASE-BY-CASE proposals considered on the relevant Fund’s behalf.

     

    The Fund’s policy is to not support proposals that would negatively impact the existing rights of the Funds’ beneficial owners. Shareholder proposals shall not be supported if they impose excessive costs and/or are overly restrictive or prescriptive. Depending on the relevant market, appropriate opposition may be expressed as an ABSTAIN, AGAINST, or WITHHOLD vote.

     

    In the event competing shareholder and board proposals appear on the same agenda at uncontested proxies, the shareholder proposal shall not be supported, and the management proposal shall be supported when the management proposal meets the factors for support under the relevant topic/policy (e.g.,

     

    Revision Date: February 5, 2025 7

     

     

    Allocation of Income and Dividends); the competing proposals shall otherwise be considered on a CASE-BY-CASE basis.

     

    International Policies

     

    Companies incorporated outside the U.S. are subject to the following U.S. policies if they are listed on a U.S. exchange and treated as a U.S. domestic issuer by the SEC. Where applicable, certain U.S. policies may also be applied to issuers incorporated outside the U.S. (e.g., issuers with a significant base of U.S. operations and employees).

     

    However, given the differing regulatory and legal requirements, market practices, and political and economic systems existing in various international markets, the Funds shall:

     

    ●Vote AGAINST international proposals when the Proxy Advisory Firm recommends voting AGAINST such proposal due to inadequate relevant disclosure by the issuer or time provided for consideration of such disclosure;
    ●Consider proposals that are associated with a firm AGAINST vote on a CASE-BY-CASE basis when the Proxy Advisory Firm recommends support when:
    ●The issuer or market transitions to better practices (e.g., committing to new regulations or governance codes);
    ●The market standard is stricter than the Fund’s Guidelines; and/or
    ●It is the more favorable choice when shareholders must choose between alternate proposals.

     

    Proposal Specific Policies

     

    As mentioned above, these Guidelines may be overridden in any case as provided for in the Procedures. Similarly, the Procedures outline the proposals with Guidelines that prescribe a firm voting position that may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate, in such circumstances the AO Team may deem it appropriate to seek input from the relevant Investment Professional(s).

     

    Proxy Contests:

     

    Votes in contested elections on shall be considered on a CASE-BY-CASE basis with primary consideration given to input from the relevant Investment Professional(s).

     

    Uncontested Proxies:

     

    1-The Board of Directors

     

    Overview

     

    The Funds may indicate disagreement with an issuer’s policies or practices by withholding support from the relevant proposal rather than from the director nominee(s) to which the Proxy Advisory Firm assigns fault or assigns an association.

     

    The Funds shall withhold support from director(s) deemed responsible in cases in which the Funds’ disagreement is assigned to the board of directors. Responsibility may be attributed to the entire board, a committee, or an individual, and the Funds shall apply a vote accountability guideline (“Vote Accountability Guideline”) specific to the concerns under review.

     

    The Funds shall typically vote FOR a director in connection with issues the Proxy Advisory Firm raises if the director did not serve on the board or relevant committee during the majority of the time period relevant to the concerns the Proxy Advisory Firm cited.

     

    The Funds shall vote with the Proxy Advisory Firm’s recommendation when more candidates are presented than available seats and no other provisions under these Guidelines apply.

     

    Vote with the Proxy Advisory Firm’s recommendation to withhold support from the legal entity and vote on the individual when a director holds one seat as an individual plus an additional seat as a representative of a legal entity.

     

    Bundled Director Slates

     

    Revision Date: February 5, 2025 8

     

     

    The Funds shall WITHHOLD support from directors or slates of directors when they are presented in a manner not aligned with market best practice and/or regulation, irrespective of complying with independence requirements, such as:

    ●Bundled slates of directors (e.g., Canada, France, Hong Kong, or Spain);
    ●In markets with term lengths capped by regulation or market practice, directors whose terms exceed the caps or are not disclosed; or
    ●Directors whose names are not disclosed in advance of the meeting or far enough in advance relative to voting deadlines to make an informed voting decision.

     

    For issuers with multiple slates in Italy, the Funds shall follow the Proxy Advisory Firm’s standards for assessing which slate is best suited to represent shareholder interests.

     

    Independence

     

    Director and Board/Committee Independence

     

    The Funds expect boards and key committees to have an appropriate level of independence and shall accordingly consider the Proxy Advisory Firm’s standards to determine that adequate level of independence. A director would be deemed non-independent if the individual had/has a relationship with the issuer that could potentially influence the individual’s objectivity causing the inability to satisfy fiduciary standards on behalf of shareholders. Audit, compensation/remuneration, and nominating and/or governance committees are considered key committees and should be 100% independent. The Funds shall consider the Proxy Advisory Firm’s standards and generally accepted best practice (collectively “Independence Expectations”) with respect to determining director independence and Board/Committee independence levels. Note: Non-voting directors (e.g., director emeritus or advisory director) shall be excluded from calculations relating to board independence.

     

    The Funds shall consider non-independent directors standing for election on a Case-by-Case basis when the full board or committee does not meet Independence Expectations. Additionally, the Funds shall:

     

    ●WITHHOLD support from the board chair, nominating committee chair, nominating committee member(s), or an incumbent director(s) if the board chair is non-independent and the board does not have a lead independent director;

     

    ●WITHHOLD support from slates of directors if the board’s independence cannot be ascertained due to inadequate disclosure or when the board’s independence does not meet Independence Expectations;

     

    ●WITHHOLD support from key committee slates if they contain non-independent directors; and/or

     

    ●WITHHOLD support from non-independent nominating committee chair, board chair, and/or directors if the full board serves or appears to serve as a key committee, the board has not established a key committee, or the board and/or a key committee(s) does not meet Independence Expectations.

     

    Self-Nominated/Shareholder-Nominated Director Candidates

     

    The Funds shall consider self-nominated or shareholder-nominated director candidates on a CASE-BY-CASE basis and shall WITHHOLD support from the candidate when:

    ●Adequate disclosure has not been provided (e.g., rationale for candidacy and candidate’s qualifications relative to the issuer);
    ●The candidate’s agenda is not in line with the long-term best interests of the issuer; or
    ●Multiple self-nominated candidates are considered to constitute a proxy contest if similar issues are raised (e.g., potential change in control).

     

    Management Proposals Seeking Non-Board Member Service on Key Committees

     

    The Funds shall vote AGAINST proposals that permit non-board members to serve on a key committee, provided that bundled slates may be supported if no slate nominee serves on relevant committee(s) except in cases in which best market practice otherwise dictates.

     

    The Funds shall consider other concerns regarding committee members on a CASE-BY-CASE basis.

     

    Board Member Roles and Responsibilities

     

    Revision Date: February 5, 2025 9

     

     

    Attendance

     

    The Funds shall WITHHOLD support from a director who, during the prior year attended less than 75 percent of the board and committee meetings with no valid reason for the absences, excluding directors who have not completed a full year on the board.

     

    The Funds shall WITHHOLD support from nominating committee members according to the Vote Accountability Guideline if a director has two or more years of poor attendance without a valid reason for their absences.

     

    The Funds shall apply a one-year attendance policy relating to statutory auditors at Japanese issuer meetings.

     

    Over-boarding

     

    The Funds shall vote AGAINST directors who serve on:

     

    ●More than two public issuer boards and are named executive officers at any public issuer, and shall WITHHOLD support only at their outside board(s);
    ●Five or more public issuer boards; or
    ●Four or more public issuer boards and is Board Chair at two or more public issuers and shall WITHHOLD support on boards for which such director does not serve as chair.

     

    The Funds shall vote AGAINST shareholder proposals limiting the number of public issuer boards on which a director may serve.

     

    Tenure

     

    The Funds shall WITHHOLD support from the nominating committee chair and/or members of the nominating committee when the average board tenure exceeds 15 years.

     

    Combined Chair / CEO Role

     

    The Funds shall vote FOR directors without regard to recommendations that the position of chair should be separate from that of CEO or should otherwise require independence unless other concerns requiring Case-by-Case consideration arise (e.g., a former CEO proposed as board chair).

     

    The Funds shall consider shareholder proposals that require that the positions of chair and CEO be held separately on a CASE-BY-CASE basis.

     

    Cumulative/Net Voting Markets

     

    When cumulative or net voting applies, the Funds shall follow the Proxy Advisory Firm’s recommendation to vote FOR nominees, such as when the issuer assesses that such nominees are independent, irrespective of key committee membership, even if independence disclosure or criteria fall short of the Proxy Advisory Firm’s standards.

     

    Revision Date: February 5, 2025 10

     

     

    Board Accountability

     

    Board Diversity

     

    United States:

     

    The Funds shall vote AGAINST incumbent directors according to the Vote Accountability Guideline if no women are on the issuer’s board. The Funds shall consider directors on a CASE-BY-CASE basis if gender diversity existed prior to the most recent annual meeting.

     

    The Funds shall vote AGAINST incumbent directors according to the Vote Accountability Guideline when the board has no apparent racially or ethnically diverse members. The Funds shall consider directors on a CASE-BY-CASE basis if racial and/or ethnic diversity existed prior to the most recent annual meeting.

     

    Diversity (Shareholder Proposals):

     

    The Funds shall generally vote FOR shareholder proposals that request the issuer to improve/promote gender and/or racial/ethnic diversity and/or gender and/or racial/ethnic diversity-related disclosure.

     

    International:

     

    The Funds shall vote AGAINST directors according to the Vote Accountability Guideline when no women are on the issuer’s board or if its board’s gender diversity level does not meet a higher standard established by the relevant country’s corporate governance code and generally accepted best practice.

     

    The Funds shall vote AGAINST directors according to the Vote Accountability Guideline when the relevant country’s corporate governance code contains a minimally acceptable threshold for racial/ethnic diversity and the board does not appear to meet this expectation.

     

    Return on Equity

     

    The Funds shall vote FOR the most senior executive at an issuer in Japan if the only reason the Proxy Advisory Firm withholds its recommendation results from the issuer underperforming in terms of capital efficiency or issuer performance (e.g., net losses or low return on equity (ROE)).

     

    Compensation Practices

     

    The Funds may WITHHOLD support from compensation committee members whose actions or disclosure do not appear to support compensation practices aligned with the best interests of the issuer and its shareholders.

     

    “Say on Pay” Responsiveness. The Funds shall consider compensation committee members on a CASE-BY-CASE basis for failure to sufficiently address compensation concerns prompting significant opposition to the most recent advisory vote on executive officers’ compensation, “Say on Pay”, or continuing to maintain problematic pay practices, considering such factors as the level of shareholder opposition, subsequent actions taken by the compensation committee, and level of responsiveness disclosure, among others.

    “Say on Pay Frequency”. The Funds shall WITHHOLD support according to the Vote Accountability Guideline if the Proxy Advisory Firm opposes directors due to the issuer’s failure to include a “Say on Pay” proposal and/or a “Say on Pay Frequency” proposal when required pursuant to SEC or market regulatory provisions; or implemented a “Say on Pay Frequency” schedule that is less frequent than the frequency most recently preferred by not less than a plurality of shareholders; or is an externally-managed issuer (EMI) or externally-managed REIT (EMR) and has failed to include a “Say on Pay” proposal or adequate disclosure of the compensation structure.

     

    Commitments. The Funds shall vote FOR compensation committee members receiving an adverse recommendation from the Proxy Advisory Firm due to problematic pay practices or thresholds (e.g., burn rate) if the issuer makes a public commitment (e.g., via a Form 8-K filing) to rectify the practice on a going-forward basis. However, the Funds shall WITHHOLD support on compensation committee members according to the Vote Accountability Guideline if the issuer does not rectify the practice prior to the issuer’s next annual general meeting.

     

    For markets in which the issuer has not followed market practice by submitting a resolution on executive remuneration/compensation, the Funds shall WITHHOLD support on remuneration/compensation

     

    Revision Date: February 5, 2025 11

     

     

    committee members.

     

    Accounting Practices

     

    The Funds shall WITHHOLD support on directors according to the Vote Accountability Guideline as well as the issuer’s CEO or CFO if nominated as directors, if poor accounting practice concerns are raised including the issuer failed to remediate known ongoing material weaknesses in the issuer’s internal controls for more than one year.

     

    The Funds shall consider directors according to the Vote Accountability Guideline, the issuer’s CEO or CFO if nominated as directors, or external auditors on a CASE-BY-CASE basis if:

     

    ●Issuer has not yet had a full year to remediate the concerns since the time such issues were identified; and/or
    ●Issuer has taken adequate steps to remediate the concerns cited that would typically include removing or replacing the responsible executives and the concerning issues do not recur.

     

    The Funds shall vote FOR audit committee members, or the issuer’s CEO or CFO when nominated as directors, who did not serve on the committee or did not have responsibility over the relevant financial function during the majority of the time period relevant to the concerns cited.

     

    The Funds shall WITHHOLD support on audit committee members according to the Vote Accountability Guideline if the issuer has failed to disclose audit fees and has not provided an auditor ratification or remuneration proposal for shareholder vote.

     

    Problematic Actions

     

    The Funds shall WITHHOLD support on directors according to the Vote Accountability Guideline when the Proxy Advisory Firm cites them for problematic actions including a lack of due diligence in relation to a major transaction (e.g., a merger or an acquisition), material failures, inadequate oversight, scandals, malfeasance, or negligent internal controls at the issuer or that of an affiliate, factoring in the merits of the director’s performance, rationale, and disclosure when:

     

    ●Culpability can be attributed to the director (e.g., director manages or is responsible for the relevant function); or
    ●The director has been directly implicated resulting in arrest, criminal charge, or regulatory sanction.

     

    The Funds shall WITHHOLD support on members of the nominating committee, board chair, or lead independent director when an issuer nominates a director who is subject to any of the above concerns to serve on its board.

     

    The Funds shall WITHHOLD support on audit committee members according to the Vote Accountability Guideline due to share pledging concerns factoring in the pledged amount, unwinding time, and any historical concerns raised. The Funds shall also WITHHOLD support on the pledgor, if a director, where the pledged amount and unwinding time are deemed significant and therefore an unnecessary risk to the issuer.

     

    The Funds shall WITHHOLD support from all incumbent directors if the issuer has implemented a multi-class capital structure in which the classes have unequal voting rights and does not have a reasonable sunset provision (e.g., fewer than seven (7) years).

     

    The Funds shall WITHHOLD support from directors according to the Vote Accountability Guideline when the Proxy Advisory Firm recommends withholding support due to the board (a) unilaterally adopting by-law amendments that have a negative impact on existing shareholder rights or function as a diminution of shareholder rights or (b) failing to remove or subject to a reasonable sunset provision in its by-laws.

     

    Revision Date: February 5, 2025 12

     

     

    Anti-Takeover Measures

     

    The Funds shall WITHHOLD support from directors according to the Vote Accountability Guideline if the issuer implements excessive anti-takeover measures.

     

    The Funds shall WITHHOLD support from directors according to the Vote Accountability Guideline if the issuer fails to remove restrictive “poison pill” features, ensure a “poison pill” expiration, or submits the “poison pill” in a timely manner to shareholders for vote unless an issuer has implemented a policy that should reasonably prevent abusive use of its “poison pill”.

     

    Board Responsiveness

     

    The Funds shall vote FOR directors if the majority-supported shareholder proposal has been reasonably addressed.

     

    oProposals seeking shareholder ratification of a “poison pill” provision may be deemed reasonably addressed if the issuer has implemented a policy that should reasonably prevent abusive use of the “poison pill”.

     

    The Funds shall WITHHOLD support from directors according to the Vote Accountability Guideline if a shareholder proposal received majority support and the board has not disclosed a credible rationale for not implementing the proposal.

     

    The Funds shall WITHHOLD support on a director if the board has not acted upon the director who did not receive shareholder support representing a majority of the votes cast at the previous annual meeting; and shall consider such directors on a CASE-BY-CASE basis if the issuer has a controlling shareholder(s).

     

    The Funds shall vote FOR directors in cases in which an issue relevant to the majority negative vote has been adequately addressed or cured and which may include sufficient disclosure of the board’s rationale.

     

    Board–Related Proposals

     

    Classified/Declassified Board Structure

     

    The Funds shall vote AGAINST proposals to classify the board unless the proposal represents an increased frequency of a director’s election in the staggered cycle (e.g., seeking to move from a three-year cycle to a two-year cycle).

     

    The Funds shall vote FOR proposals to repeal classified boards and to elect all directors annually.

     

    Board Structure

     

    The Funds shall vote FOR management proposals to adopt or amend board structures unless the resulting change(s) would mean the board would not meet Independence Expectations.

     

    For issuers in Japan, the Funds shall vote FOR proposals seeking a board structure that would provide greater independent oversight.

     

    Board Size

     

    The Funds shall vote FOR proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations; however, the Funds shall vote AGAINST a proposal if the issuer seeks to remove shareholder approval rights or the board fails to meet market independence requirements.

     

    Director and Officer Indemnification and Liability Protection

     

    The Funds shall consider proposals on director and officer indemnification and liability protection on a CASE-BY-CASE basis using Delaware law as the standard.

     

    The Funds shall vote against proposals to limit or eliminate entirely directors’ and officers’ liability in connection with monetary damages for violating their collective duty of care.

     

    The Funds shall vote against indemnification proposals that would expand coverage beyond legal expenses to acts that are more serious violations of fiduciary obligation such as negligence.

     

    Revision Date: February 5, 2025 13

     

     

    Director and Officer Indemnification and Liability Protection

     

    The Funds shall vote in accordance with the Proxy Advisory Firm’s standards (e.g., overly broad provisions).

     

    Discharge of Management/Supervisory Board Members

     

    The Funds shall vote FOR management proposals seeking the discharge of management and supervisory board members (including when the proposal is bundled) unless concerns surface relating to the past actions of the issuer’s auditors or directors, or legal or other shareholders take regulatory action against the board.

     

    The Funds shall vote FOR such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of the issuer’s or its board’s broader practices.

     

    Establish Board Committee

     

    The Funds shall vote FOR shareholder proposals that seek creation of a key board committee.

     

    The Funds shall vote AGAINST shareholder proposals requesting creation of additional board committees or offices except as otherwise provided for herein.

     

    Filling Board Vacancies / Removal of Directors

     

    The Funds shall vote AGAINST proposals that allow removal of directors only for cause.

     

    The Funds shall vote FOR proposals to restore shareholder ability to remove directors with or without cause.

     

    The Funds shall vote AGAINST proposals that allow only continuing directors to elect replacement directors to fill board vacancies.

     

    The Funds shall vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

     

    Stock Ownership Requirements

     

    The Funds shall vote AGAINST such shareholder stock ownership requirement proposals.

     

    Term Limits / Retirement Age

     

    The Funds shall vote FOR management proposals and AGAINST shareholder proposals limiting the tenure of outside directors or imposing a mandatory retirement age for outside directors unless the proposal seeks to relax existing standards.

     

    2-Compensation

     

    Frequency of Advisory Votes on Executive Compensation

     

    The Funds shall vote FOR proposals seeking an annual “Say on Pay”, and AGAINST those seeking less frequent “Say on Pay”.

     

    Proposals to Provide an Advisory Vote on Executive Compensation (Canada)

     

    The Funds shall vote FOR if it is an ANNUAL vote unless the issuer already provides an annual shareholder vote.

     

    Executive Pay Evaluation

     

    Advisory Votes on Executive Compensation (Say on Pay) and Remuneration Reports or Committee Members in Absence of Such Proposals

     

    The Funds shall vote FOR management proposals seeking ratification of the issuer’s executive compensation structure unless the program includes practices or features not supported under these Guidelines and the proposal receives a negative Proxy Advisory Firm recommendation.

     

     

    The Funds shall vote AGAINST:

     

    Revision Date: February 5, 2025 14

     

     

    ●Provisions that permit or give the Board sole discretion for repricing, replacement, buy back, exchange, or any other form of alternative options. (Note: cancellation of options would not be considered an exchange unless the cancelled options were re-granted or expressly returned to the plan reserve for reissuance.);
    ●Single Trigger Severance provisions that do not require an actual change in control to be triggered in new or amended employment agreements;
    ●Single Trigger Severance provisions that do not require an actual change in control to be triggered and the Long-Term Incentive Plan’s performance period is less than three years;
    ●Plans that allow named executive officers to have material input into setting their own compensation;
    ●Short-Term Incentive Plans in which treatment of payout factors has been inconsistent (e.g., exclusion of losses but not gains);
    ●Long-Term Incentive Plans in which performance measures hurdles/measures are set based on a backward-looking performance period;
    ●Company plans in international markets that provide for contract or notice periods or severance/termination payments that exceed market practices (e.g., relative to multiple of annual compensation); and/or
    ●Compensation structures at externally managed issuers (EMI) or externally managed REITs (EMR) that lack adequate disclosure based on the Proxy Advisory Firm’s assessment.

     

    The Funds shall consider on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends opposing and none of the above factors have been triggered.

     

    Golden Parachutes

     

    The Funds shall vote AGAINST proposals due to:

     

    ●Single or modified-single trigger severance provisions;
    ●Total Named Executive Officer (“NEO”) payout as a percentage of the total equity value;
    ●Aggregate of all single-triggered components (cash and equity) as a percentage of the total NEO payout;
    ●Excessive payout; and/or
    ●Recent material amendments or new agreements that incorporate problematic features.

     

    Equity-Based and Other Incentive Plans Including OBRA

     

    Equity Compensation

     

    The Funds shall consider compensation and employee benefit plans, including those in connection with OBRA3, or the issuance of shares in connection with such plans on a CASE-BY-CASE basis. The Funds shall vote the plan or issuance based on factors and related vote treatment under the Executive Pay Evaluation section above or based on circumstances specific to such equity plans as follows:

     

    The Funds shall vote FOR a plan, if:

     

    ●Board independence is the only concern;
    ●Amendment places a cap on annual grants;
    ●Amendment adopts or changes administrative features to comply with Section 162(m) of OBRA;
    ●Amendment adds performance-based goals to comply with Section 162(m) of OBRA; and/or
    ●Cash or cash-and-stock bonus components are approved for exemption from taxes under Section 162(m) of OBRA.
    oThe Funds shall give primary consideration to management’s assessment that such plan meets the requirements for exemption of performance-based compensation.

     

    The Funds shall vote AGAINST a plan if it:

     

    ●Exceeds recommended costs (U.S. or Canada);

     

     

     

    3 OBRA is an employee-funded defined contribution plan for certain employees of publicly held companies. 

     

    Revision Date: February 5, 2025 15

     

     

    ●Incorporates share allocation disclosure methods that prevent a cost or dilution assessment;
    ●Exceeds recommended burn rates and/or dilution limits, including cases in which dilution cannot be fully assessed (e.g., due to inadequate disclosure);
    ●Permits deep or near-term discounts (or the equivalent, such as dividend equivalents on unexercised options) to executives or directors;
    ●Provides for retirement benefits or equity incentive awards to outside directors if not in line with market practice;
    ●Permits financial assistance to executives, directors, subsidiaries, affiliates, or related parties that is not in line with market practice;
    ●Permits plan administrators to benefit from the plan as potential recipients;
    ●Permits for an overly liberal change in control definition. (This refers to plans that would reward recipients even if the event does not result in an actual change in control or results in a change in control but does not terminate the employment relationship.);
    ●Permits for post-employment vesting or exercise of options if deemed inappropriate;
    ●Permits plan administrators to make material amendments without shareholder approval; and/or
    ●Permits procedure amendments that do not preserve shareholder approval rights.

     

    Amendment Procedures for Equity Compensation Plans and Employee Stock Purchase Plans (Toronto Stock Exchange Issuers)

     

    The Funds shall vote AGAINST if the amendment procedures do not preserve shareholder approval rights.

     

    Stock Option Plans for Independent Internal Statutory Auditors (Japan)

     

    The Funds shall vote AGAINST such proposals.

     

    Matching Share Plans

     

    The Funds shall vote AGAINST such proposals if the matching share plan does not meet recommended standards considering holding period, discounts, dilution, participation, purchase price, or performance criteria.

     

    Employee Stock Purchase Plans or Capital Issuance in Support Thereof

     

    Voting decisions are generally based on the Proxy Advisory Firm’s approach to evaluating such proposals.

     

    Director Compensation

     

    Non-Executive Director Compensation

     

    The Funds shall vote FOR cash-based proposals.

     

    The Funds shall vote AGAINST performance-based equity-based proposals and patterns of excessive pay.

     

    Bonus Payments (Japan)

     

    The Funds shall vote FOR if all bonus payments are for directors or auditors who have served as executives of the issuer and AGAINST if any bonus payments are for outsiders.

     

    Bonus Payments – Scandals

     

    The Funds shall vote AGAINST bonus proposals for a retiring director or continuing director or auditor when culpability for any malfeasance may be attributable to the nominee.

     

    The Funds shall consider on a CASE-BY-CASE basis bundled bonus proposals for retiring directors or continuing directors or auditors where culpability for malfeasance may not be attributable to all nominees.

     

    Severance Agreements

     

    Vesting of Equity Awards upon Change in Control

     

    The Funds shall vote FOR management proposals seeking a specific treatment (e.g., double-trigger or pro-rata) of equity that vests upon change in control unless evidence exists of abuse in historical compensation practices.

     

    The Funds shall vote AGAINST shareholder proposals regarding the treatment of equity if change(s) in

     

    Revision Date: February 5, 2025 16

     

     

    control severance provisions are double-triggered. The funds shall vote FOR the proposal if such provisions are not double-triggered.

     

    Executive Severance or Termination Arrangements, including those Related to Executive Recruitment or Retention

     

    The Funds shall vote FOR such compensation arrangements if:

     

    ●The primary concerns raised would not result in a negative vote under these Guidelines on a management “Say on Pay” proposal or the relevant board or committee member(s);
    ●The issuer has provided adequate rationale and/or disclosure; or
    ●Support is recommended as a condition to a major transaction such as a merger.

     

    Treatment of Severance Provisions

     

    The Funds shall vote AGAINST new or materially amended plans, contracts, or payments that include a single trigger change in control severance provisions or do not require an actual change in control in order to be triggered.

     

    The Funds shall vote FOR shareholder proposals seeking double triggers on change in control severance provisions.

     

    Compensation-Related Shareholder Proposals

     

    Executive and Director Compensation

     

    The Funds shall consider on a CASE-BY-CASE basis shareholder proposals that seek to impose new compensation structures or policies.

     

    Holding Periods

     

    The Funds shall vote AGAINST shareholder proposals requiring mandatory issuer stock holding periods for officers and directors.

     

    Submit Severance and Termination Payments for Shareholder Ratification

     

    The Funds shall vote FOR shareholder proposals to submit executive severance agreements for shareholder ratification if such proposals specify change in control events, supplemental executive retirement plans, or deferred executive compensation plans, or if the listing exchange requires ratification thereof.

     

    3-Audit-Related 

     

    Auditor Ratification and/or Remuneration

     

    The Funds shall vote FOR management proposals except in such cases as indicated below.

     

    The Funds shall vote AGAINST auditor ratification and/or remuneration if:

     

    ●The Proxy Advisory Firm raises questions of auditor independence or disclosure including the auditor selection process;
    ●Total fees for non-audit services exceed 50 percent of aggregated auditor fees (including audit-related fees, and tax compliance and preparation fees as applicable); or
    ●Evidence exists of excessive compensation relative to the size and nature of the issuer.

     

    The Funds shall vote AGAINST an auditor ratification and/or remuneration proposal if the issuer has failed to disclose audit fees.

     

    The Funds shall vote FOR shareholder proposals that ask the issuer to present its auditor for ratification annually.

     

    Auditor Independence

     

    The Funds shall consider shareholder proposals asking issuers to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.

     

    Revision Date: February 5, 2025 17

     

     

    Audit Firm Rotation

     

    The Funds shall vote AGAINST shareholder proposals asking for mandatory audit firm rotation.

     

    Indemnification of Auditors

     

    The Funds shall vote AGAINST auditor indemnification proposals.

     

    Independent Statutory Auditors (Japan)

     

    The Funds shall vote AGAINST an independent statutory auditor proposal if the candidate is or was affiliated with the issuer, its primary bank(s), or one of its top shareholders.

     

    The Funds shall vote AGAINST incumbent directors implicated in scandals, malfeasance, or at issuers exhibiting poor internal controls.

     

    4-Shareholder Rights and Defenses

     

    Advance Notice for Shareholder Proposals

     

    The Funds shall vote FOR management proposals relating to advance notice period requirements provided that the period requested is in accordance with applicable law and no material governance concerns have arisen regarding the issuer.

     

    Corporate Documents / Article and Bylaw Amendments or Related Director Actions

     

    The Funds shall vote FOR such proposal if the change or policy is editorial in nature or if shareholder rights are protected.

     

    The Funds shall vote AGAINST such proposal if it seeks to impose a negative impact on shareholder rights or diminishes accountability to shareholders including cases in which the issuer failed to opt out of a law that affects shareholder rights (e.g., staggered board).

     

    The Funds shall, with respect to article amendments for Japanese issuers:

     

    ●Vote FOR management proposals to amend an issuer’s articles to expand its business lines in line with its current industry;
    ●Vote FOR management proposals to amend an issuer’s articles to provide for an expansion or reduction in the size of the board unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns;
    ●If anti-takeover concerns exist, the Funds shall vote AGAINST management proposals including bundled proposals to amend an issuer’s articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense; and/or
    ●Follow the Proxy Advisory Firm’s guidelines relating to management proposals regarding amendments to authorize share repurchases at the board’s discretion, and vote AGAINST proposals unless there is little to no likelihood of a creeping takeover or constraints on liquidity (free float of shares is low) and in cases in which the issuer trades at below book value or faces a real likelihood of substantial share sales, or in which this amendment is bundled with other amendments that are clearly in shareholders’ interest.

     

    Majority Voting Standard

     

    The Funds shall vote FOR proposals that seek director election via an affirmative majority vote in connection with a shareholder meeting provided such vote contains a plurality carve-out for contested elections and provided such standard does not conflict with applicable law in the issuer’s country of incorporation.

     

    The Funds shall vote FOR amendments to corporate documents or other actions promoting a majority standard.

     

    Cumulative Voting

     

    The Funds shall vote FOR shareholder proposals to restore or permit cumulative voting.

     

    The Funds shall vote AGAINST management proposals to eliminate cumulative voting if the issuer:

     

    Revision Date: February 5, 2025 18

     

     

    ●Is controlled;
    ●Maintains a classified board of directors; or
    ●Maintains a dual class voting structure.

     

    Proposals may be supported irrespective of classified board status if an issuer plans to declassify its board or adopt a majority voting standard.

     

    Confidential Voting

     

    The Funds shall vote FOR management proposals to adopt confidential voting.

     

    The Funds shall vote FOR shareholder proposals that request issuers to adopt confidential voting, use independent tabulators, and use independent election inspectors so long as the proposals include clauses for proxy contests as follows:

    ●In the case of a contested election management should be permitted to request that the dissident group honors its confidential voting policy;
    ●If the dissidents agree the policy shall remain in place; and
    ●If the dissidents do not agree the confidential voting policy shall be waived.

     

    Fair Price Provisions

     

    The Funds shall consider proposals to adopt fair price provisions on a CASE-BY-CASE basis.

     

    The Funds shall vote AGAINST fair price provisions containing shareholder vote requirements greater than a majority of disinterested shares.

     

    Poison Pills

     

    The Funds shall vote AGAINST management proposals in connection with poison pills or anti-takeover activities (e.g., disclosure requirements or issuances, transfers, or repurchases) that can be reasonably construed as an anti-takeover measure based on the Proxy Advisory Firm’s approach to evaluating such proposals.

     

    The Funds shall vote FOR shareholder proposals that ask an issuer to submit its poison pill for shareholder ratification or to redeem that poison pill in lieu thereof, unless:

    ●Shareholders have approved the plan’s adoption;
    ●The issuer has already implemented a policy that should reasonably prevent abusive use of the poison pill; or
    ●The board had determined that it was in the best interest of shareholders to adopt a poison pill without delay, provided that such plan shall be put to shareholder vote within twelve months of adoption or expire and would immediately terminate if not approved by a majority of the votes cast.

     

    The Funds shall consider shareholder proposals to redeem an issuer’s poison pill on a CASE-BY-CASE basis.

     

    Proxy Access

     

    The Funds shall vote FOR proposals to allow shareholders to nominate directors and list those nominees in the issuer’s proxy statement and on its proxy card, provided that criteria meet the Funds’ internal thresholds and that such standard does not conflict with applicable law in the country in which the issuer is incorporated. The Funds shall consider shareholder and management proposals that appear on the same agenda on a CASE-BY-CASE basis.

     

    The Funds shall vote FOR management proposals also supported by the Proxy Advisory Firm.

     

    Quorum Requirements

     

    The Funds shall consider on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.

     

    Exclusive Forum

     

    The Funds shall vote FOR management proposals to designate Delaware or New York as the exclusive forum for certain legal actions as defined by the issuer (“Exclusive Forum”) if the issuer’s state of

     

    Revision Date: February 5, 2025 19

     

     

    incorporation is the same as its proposed Exclusive Forum, otherwise they shall consider such proposals on a CASE-BY-CASE basis.

     

    Reincorporation Proposals

     

    The Funds shall consider proposals to change an issuer’s state of incorporation on a CASE-BY-CASE basis.

     

    The Funds shall vote FOR management proposals not assessed as:

     

    ●A potential takeover defense; or
    ●A significant reduction of minority shareholder rights that outweigh the aggregate positive impact, but if assessed as such the Funds shall consider management’s rationale for the change.

     

    The Funds shall vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported.

     

    The Funds shall vote AGAINST shareholder reincorporation proposals not supported by the issuer.

     

    Shareholder Advisory Committees

     

    The Funds shall consider proposals to establish a shareholder advisory committee on a CASE-BY-CASE basis.

     

    Right to Call Special Meetings

     

    The Funds shall vote FOR management proposals to permit shareholders to call special meetings.

     

    The Funds shall consider management proposals to adjust the thresholds applicable to call a special meeting on a CASE-BY-CASE basis.

     

    The Funds shall vote FOR shareholder proposals that provide shareholders with the ability to call special meetings when any of the following apply:

     

    ●Company does not currently permit shareholders to do so;
    ●Existing ownership threshold is greater than 25 percent; or
    ●Sole concern relates to a net-long position requirement.

     

    Written Consent

     

    The Funds shall vote AGAINST shareholder proposals seeking the right to act via written consent if the issuer:

     

    ●Permits shareholders to call special meetings;
    ●Does not impose supermajority vote requirements on business combinations/actions (e.g., a merger or acquisition) and on bylaw or charter amendments; and
    ●Has otherwise demonstrated its accountability to shareholders (e.g., the issuer has reasonably addressed majority-supported shareholder proposals).

     

    The Funds shall vote FOR shareholder proposals seeking the right to act via written consent if the above conditions are not present.

     

    The Funds shall vote AGAINST management proposals to eliminate the right to act via written consent.

     

    State Takeover Statutes

     

    The Funds shall consider proposals to opt-in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions) on a CASE-BY-CASE basis.

     

    Supermajority Shareholder Vote Requirement

     

    The Funds shall vote AGAINST proposals to require a supermajority shareholder vote and FOR proposals to lower supermajority shareholder vote requirements, except:

     

    The Funds shall consider such proposals on a CASE-BY-CASE basis if the issuer has shareholder(s)

     

    Revision Date: February 5, 2025 20

     

     

    holding significant ownership percentages and retaining existing supermajority requirements would protect minority shareholder interests.

     

    Time-Phased Voting

     

    The Funds shall vote AGAINST proposals to implement and FOR proposals to eliminate time-phased or other forms of voting that do not promote a “one share, one vote” standard.

     

    5-Capital and Restructuring

     

    The Funds shall consider management proposals to make changes to the capital structure not otherwise addressed under these Guidelines, on a CASE-BY-CASE basis, voting with the Proxy Advisory Firm’s recommendation unless they utilize a contrary recommendation from the relevant Investment Professional(s).

     

    The Funds shall vote AGAINST proposals authorizing excessive board discretion.

     

    Capital

     

    Common Stock Authorization

     

    The Funds shall consider proposals to increase the number of shares of common stock authorized for issuance on a CASE-BY-CASE basis. The Proxy Advisory Firm’s proprietary approach of determining appropriate thresholds shall be utilized in evaluating such proposals. In cases in which such requests are above the allowable threshold the Funds shall utilize an issuer-specific qualitative review (e.g., considering rationale and prudent historical usage).

     

    The Funds shall vote FOR proposals within the Proxy Advisory Firm’s permissible thresholds or those in excess of but meeting Proxy Advisory Firm’s qualitative standards, to authorize capital increases, unless the issuer states that the additionally issued stock may be used as a takeover defense.

     

    The Funds shall vote FOR proposals to authorize capital increases exceeding the Proxy Advisory Firm’s thresholds when an issuer’s shares are at risk of delisting.

     

    Notwithstanding the above, the Funds shall vote AGAINST:

     

    ●Proposals to increase the number of authorized shares of a class of stock if these Guidelines do not support the issuance which the increase is intended to service (e.g., merger or acquisition proposals).

     

    Dual Class Capital Structures

     

    The Funds shall vote AGAINST:

     

    ●Proposals to create or perpetuate dual class capital structures with unequal voting rights (e.g., exchange offers, conversions, and recapitalizations) unless supported by the Proxy Advisory Firm (e.g., utilize a “one share, one vote” standard, contain a sunset provision of seven or fewer years to avert bankruptcy or generate non-dilutive financing, or are not designed to increase the voting power of an insider or significant shareholder).
    ●Proposals to increase the number of authorized shares of the class of stock that has superior voting rights in issuers that have dual-class capital structures.

     

    The Funds shall vote FOR proposals to eliminate dual-class capital structures.

     

    General Share Issuances / Increases in Authorized Capital

     

    The Funds shall consider specific issuance requests on a Case-by-Case basis based on the proposed use and the issuer’s rationale.

     

    The Proxy Advisory Firm’s assessment shall govern Fund voting decisions to determine support for requests for general issuances (with or without preemptive rights), authorized capital increases, convertible bonds issuances, warrants issuances, or related requests to repurchase and reissue shares.

     

    Preemptive Rights

     

    The Funds shall consider shareholder proposals that seek preemptive rights or management proposals that

     

    Revision Date: February 5, 2025 21

     

     

    seek to eliminate them on a CASE-BY-CASE basis. In evaluating proposals on preemptive rights, the Funds shall consider an issuer’s size and shareholder base characteristics.

     

    Adjustments to Par Value of Common Stock

     

    The Funds shall vote FOR management proposals to reduce the par value of common stock unless doing so raises other concerns not otherwise supported under these Guidelines.

     

    Preferred Stock

     

    Utilize the Proxy Advisory Firm's approach for evaluating issuances or authorizations of preferred stock considering the Proxy Advisory Firm's support of special circumstances such as mergers or acquisitions in addition to the following criteria:

     

    The Funds shall consider on a CASE-BY-CASE basis proposals to increase the number of shares of “blank check” preferred shares or preferred stock authorized for issuance. This approach incorporates both qualitative and quantitative measures including a review of:

     

    ●Past performance (e.g., board governance, shareholder returns, and historical share usage); and
    ●The current request (e.g., rationale, whether shares are “blank check” and “declawed”, and dilutive impact as determined through the Proxy Advisory Firm’s model for assessing appropriate thresholds).

     

    The Funds shall vote AGAINST proposals authorizing issuance of preferred stock or creation of new classes of preferred stock having unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).

     

    The Funds shall vote FOR proposals to issue or create “blank check” preferred stock in cases in which the issuer expressly states that the stock shall not be used as a takeover defense or not utilize a disparate voting rights structure.

     

    The Funds shall vote AGAINST in cases in which the issuer expressly states that, or fails to disclose whether, the stock may be used as a takeover defense.

     

    The Funds shall vote FOR proposals to authorize or issue preferred stock in cases in which the issuer specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

     

    Preferred Stock (International)

     

    Fund voting decisions should generally be based on the Proxy Advisory Firm’s approach, and the Funds shall:

     

    ●Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders;
    ●Vote FOR the creation/issuance of convertible preferred stock so long as the maximum number of common shares that could be issued upon conversion meets the Proxy Advisory Firm’s guidelines on equity issuance requests; and
    ●Vote AGAINST the creation of:

     

    (1) A new class of preference shares that would carry superior voting rights to common shares; or

    (2) “Blank check” preferred stock unless the board states that the authorization shall not be used to thwart a takeover bid.

     

    Shareholder Proposals Regarding Blank Check Preferred Stock

     

    The Funds shall vote FOR shareholder proposals requesting shareholder ratification of “blank check” preferred stock placements other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business.

     

    Share Repurchase Programs

     

    The Funds shall vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms but vote AGAINST plans containing terms favoring selected parties.

     

    Revision Date: February 5, 2025 22

     

     

    The Funds shall vote FOR management proposals to cancel repurchased shares.

     

    The Funds shall vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate market volume or duration parameters.

     

    The Funds shall consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis giving primary consideration to input from the relevant Investment Professional(s).

     

    Stock Distributions: Splits and Dividends

     

    The Funds shall vote FOR management proposals to increase common share authorization for a stock split provided that the increase in authorized shares falls within the Proxy Advisory Firm’s allowable thresholds.

     

    Reverse Stock Splits

     

    The Funds shall consider management proposals to implement a reverse stock split on a CASE-BY-CASE considering management’s rationale and/or disclosure if the split constitutes a capital increase that effectively exceeds the Proxy Advisory Firm’s permissible threshold due to the lack of a proportionate reduction in the number of shares authorized.

     

    Allocation of Income and Dividends

     

    With respect to Japanese and South Korean issuers, the Funds shall consider management proposals concerning income allocation and the dividend distribution, including adjustments to reserves to make capital available for such purposes, on a CASE-BY-CASE basis voting with the Proxy Advisory Firm’s recommendations to oppose such proposals for cases in which:

     

    ●The dividend payout ratio has been consistently below 30 percent without adequate explanation; or
    ●The payout is excessive given the issuer’s financial position.

     

    The Funds shall vote FOR such issuer management proposals in other markets.

     

    The Funds shall vote AGAINST proposals in which issuers seek to establish or maintain disparate dividend distributions between stockholders of the same share class (e.g., long-term stockholders receiving a higher dividend ratio (“Loyalty Dividends”)).

     

    In any market, in the event multiple proposals regarding dividends are on the same agenda the Funds shall vote FOR the management proposal if the proposal meets the support conditions described above and shall vote AGAINST the shareholder proposal; otherwise, the Funds shall consider such proposals on a CASE-BY-CASE basis.

     

    Stock (Scrip) Dividend Alternatives

     

    The Funds shall vote FOR most stock (scrip) dividend proposals but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

     

    Tracking Stock

     

    The Funds shall consider the creation of tracking stock on a CASE-BY-CASE basis giving primary consideration to the input from relevant Investment Professional(s).

     

    Capitalization of Reserves

     

    The Funds shall vote FOR proposals to capitalize the issuer’s reserves for bonus issues of shares or to increase the par value of shares unless the Proxy Advisory Firm raises concerns not otherwise supported under these Guidelines.

     

    Debt Instruments and Issuance Requests (International)

     

    The Funds shall vote AGAINST proposals authorizing excessive board discretion to issue or set terms for debt instruments (e.g., commercial paper).

     

    The Funds shall vote FOR debt issuances for issuers when the gearing level (current debt-to-equity ratio) does not exceed the Proxy Advisory Firm’s defined thresholds.

     

    The Funds shall vote AGAINST proposals in which the debt issuance will result in an excessive gearing

     

    Revision Date: February 5, 2025 23

     

     

    level as set forth in the Proxy Advisory Firm’s defined thresholds, or for which inadequate disclosure precludes calculation of the gearing level, unless the Proxy Advisory Firm’s approach to evaluating such requests results in support of the proposal.

     

    Acceptance of Deposits (India)

     

    Fund voting decisions are based on the Proxy Advisory Firm’s approach to evaluating such proposals.

     

    Debt Restructurings

     

    The Funds shall consider proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a CASE-BY-CASE basis.

     

    Financing Plans

     

    The Funds shall vote FOR the adoption of financing plans if they are in shareholders’ best economic interests.

     

    Investment of Company Reserves (International)

     

    The Funds shall consider such proposals on a case-by-case basis.

     

    Restructuring

     

    Mergers and Acquisitions, Special Purpose Acquisition Corporations (SPACs) and Corporate Restructurings

     

    The Funds shall vote FOR a proposal not typically supported under these Guidelines if a key proposal such as a merger transaction is contingent upon its support and a vote FOR is recommended by the Proxy Advisory Firm or relevant Investment Professional(s).

     

    The Funds shall consider such proposals on a case-by-case basis based on the Proxy Advisory Firm’s evaluation approach if the relevant Investment Professional(s) do not provide input with regard thereto.

     

    Waiver on Tender-Bid Requirement

     

    The Funds shall consider proposals on a CASE-BY-CASE basis if seeking a waiver for a major shareholder or concert party from the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of a creeping takeover exists, and the issuer has provided a reasonable rationale for the request.

     

    Related Party Transactions

     

    The Funds shall vote FOR approval of such transactions, unless the agreement requests a strategic move outside the issuer’s charter, contains unfavorable or high-risk terms (e.g., deposits without security interest or guaranty), or is deemed likely to have a negative impact on director or related party independence.

     

    6-Environmental and Social Issues

     

    Environmental and Social Proposals

     

    Institutional shareholders now routinely scrutinize shareholder proposals regarding environmental and social matters. Accordingly, in addition to governance risks and opportunities, issuers should also assess their environmental and social risks and opportunities as they pertain to stakeholders including their employees, shareholders, communities, suppliers, and customers.

     

    Issuers should adequately disclose how they evaluate and mitigate such material risks in order to allow shareholders to assess how well the issuers mitigate and leverage their social and environmental risks and opportunities. Issuers should adopt disclosure methodologies considering recommendations from the Sustainability Accounting Standards Board (SASB), Task Force on Climate-related Financial Disclosures (TCFD), or Global Reporting Initiative (GRI) to foster uniform disclosure and to allow shareholders to assess risks across issuers.

     

    Revision Date: February 5, 2025 24

     

     

    Accordingly, the Funds shall vote FOR proposals related to environmental, sustainability and corporate social responsibility if the issuer’s disclosure and/or its management of the issue(s) appears inadequate relative to its peers and if the proposal:

     

    ●applies to the issuer’s business,
    ●enhances long-term shareholder value,
    ●requests more transparency and commitment to improve the issuer’s environmental and/or social risks,
    ●aims to benefit the issuer’s stakeholders,
    ●is reasonable and not unduly onerous or costly, or
    ●is not requesting data that is primarily duplicative to data the issuer already publicly provides.

     

    Environmental

     

    The Funds shall vote FOR proposals relating to environmental impact that reasonably:

     

    ●aim to reduce negative environmental impact, including the reduction of greenhouse gas emissions and other contributing factors to global climate change; and/or
    ●request disclosure relating to how the issuer addresses its climate impact.

     

    Social

     

    The Funds shall vote FOR proposals relating to corporate social responsibility that request disclosure of how the issuer manages its:

     

    ●employee and board diversity; and/or
    ●human capital management, human rights, and supply chain risks.

     

    Approval of Donations

     

    The Funds shall vote FOR proposals if they are for single- or multi-year authorities and prior disclosure of amounts is provided. The Funds shall otherwise vote AGAINST such proposals.

     

    7-Routine/Miscellaneous

     

    Routine Management Proposals

     

    The Funds shall consider proposals for which the Proxy Advisory Firm recommends voting AGAINST on a CASE-BY-CASE basis.

     

    Authority to Call Shareholder Meetings on Less than 21 Days’ Notice

     

    For issuers in the United Kingdom, the Funds shall consider such proposals on a CASE-BY-CASE basis assessing whether the issuer has provided clear disclosure of its compliance with any hurdle conditions for authority imposed by applicable law and has historically limited its use of such authority to time-sensitive matters.

     

    Approval of Financial Statements and Director and Auditor Reports

     

    The Funds shall vote AGAINST such proposals if concerns exist regarding inadequate disclosure, remuneration arrangements (including severance/termination payments exceeding local standards for multiples of annual compensation), or consulting agreements with non-executive directors.

     

    The Funds shall consider such proposals on a CASE-BY-CASE basis if other concerns exist regarding severance/termination payments.

     

    The Funds shall vote AGAINST such proposals if concerns exist regarding the issuer’s financial accounts and reporting, including related party transactions.

     

    The Funds shall vote AGAINST board-issued reports receiving a negative recommendation from the Proxy Advisory Firm resulting from concerns regarding board independence or inclusion of non-independent directors on the audit committee.

     

    The Funds shall vote FOR such proposals if the only reason for a negative Proxy Advisory Firm recommendation is to express disapproval of broader issuer or board practices.

     

    Revision Date: February 5, 2025 25

     

     

    Other Business

     

    The Funds shall vote AGAINST proposals for Other Business.

     

    Adjournment

     

    The Funds shall vote FOR when presented with a primary proposal such as a merger or corporate restructuring that is also supported.

     

    The Funds shall vote AGAINST when not presented with a primary proposal, such as a merger, and a proposal on the ballot is opposed.

     

    The Funds shall consider other circumstances on a CASE-BY-CASE basis.

     

    Changing Corporate Name

     

    The Funds shall vote FOR management proposals requesting a corporate name change.

     

    Multiple Proposals

     

    The Funds may vote FOR multiple proposals of a similar nature presented as options to the issuer management’s favored course of action, provided that:

     

    ●Support for a single proposal is not operationally required;
    ●No single proposal is deemed superior in the interest of the Fund(s); and
    ●Each proposal would otherwise be supported under these Guidelines.

     

    The Funds shall vote AGAINST any proposals that would otherwise be opposed under these Guidelines.

     

    Bundled Proposals

     

    The Funds shall vote FOR such proposals if all of the bundled items are supported under these Guidelines.

     

    The Funds shall consider such proposals on a CASE-BY-CASE basis if one or more items are not supported under these Guidelines and/or the Proxy Advisory Firm deems the negative impact, on balance, to outweigh any positive impact.

     

    Moot Proposals

     

    This instruction pertains to items for which support has become moot (e.g., a director for whom support has become moot since the time the individual was nominated (e.g., due to death, disqualification, or determination not to accept appointment)); the Funds shall WITHHOLD support if the Proxy Advisory Firm recommends that course of action.

     

    8-Investment Companies Registered Under the Investment Company Act of 1940

     

    Investment companies registered under the Investment Company Act of 1940 (Investment Companies) generally have different matters requiring shareholder approval and are subject to different regulatory requirements than operating issuers. Accordingly, the Funds shall consider matters related to Investment Companies on a CASE-BY-CASE basis.

     

    Revision Date: February 5, 2025 26

     

     

    Item 13. Portfolio Managers of Closed-End Management Investment Companies.

     

    (a)(1) Portfolio Management. The following individuals share responsibility for the day-to-day management of the Fund’s portfolio:

     

    Susanna Jacob is head of strategy research for Multi-Asset Strategies and Solutions (MASS) at Voya Investment Management, responsible for research and design for multi-asset and systematic strategies. Previously at Voya, she was a quantitative strategist for MASS. Prior to joining Voya, Susanna was part of the startup investment team at Quadratic Capital, founded as a multi-asset absolute return global macro strategy, responsible for bottom-up quantitative modelling and investment insights. Prior to that, Susanna was a director at BlackRock, where her responsibilities included systematic trading processes, leveraging high frequency insights and contributing to innovative quantitative research for the scientific active equity and global macro portfolios. Previously, she worked at Citadel, developing and enhancing research and implementation of derivatives trading strategies, and at Goldman Sachs, where she helped transform the quantitative efforts in algorithmic trading for institutional investors. Susanna earned an MBA in finance from New York University's Stern School of Business and a BE in instrumentation technology with honors from University of Mysore (India).

     

    Justin Montminy is a portfolio manager for the closed end equity funds and a quantitative analyst on the quantitative equity team at Voya Investment Management. Prior to joining Voya, he was a treasury associate with Citadel LLC, focusing on repo financing and cash management. Justin earned an MBA in finance from New York University Stern School of Business and a BS in finance from the University of Illinois at Urbana-Champaign. He is a CFA® Charterholder.

     

    (a)(2V-iii) Other Accounts Managed

     

    The following table show the number of accounts and total assets in the accounts managed by the portfolio managers of the Sub-Adviser as of February 28, 2025, unless otherwise indicated.

     

    Voya Emerging Markets High Dividend Equity Fund (IHD)

     

      

    Mutual Funds

    Registered Investment Companies

      

    Other Pooled Investment

    Vehicles

       Other Accounts 
    Portfolio Managers  Number of
    Accounts
       Total
    Assets
       Number of Accounts   Total
    Assets
       Number of Accounts   Total
    Assets
     
    Susanna Jacob   5   $999,544,236    0   $0    0   $0 
    Justin Montminy   16   $6,778,836,097    0   $0    0   $0 

     

    (a)(2)(iv) Conflicts of Interest

     

    A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to the Fund. These other accounts may include, among others, other mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs and hedge funds. Potential conflicts may arise out of the implementation of differing investment strategies for the portfolio manager’s various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio manager’s accounts.

     

    A potential conflict of interest may arise as a result of the portfolio manager’s responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment.

     

    A portfolio manager may also manage accounts whose objectives and policies differ from those of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, if an account were to sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

     

    A potential conflict may arise when a portfolio manager is responsible for accounts that have different advisory fees — the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities. This conflict may be heightened where an account is subject to a performance-based fee.

     

    As part of its compliance program, VIM has adopted policies and procedures reasonably designed to address the potential conflicts of interest described above.

     

    Finally, a potential conflict of interest may arise because the investment mandates for certain other accounts, such as hedge funds, may allow extensive use of short sales which, in theory, could allow them to enter into short positions in securities where other accounts hold long positions. Voya IM has policies and procedures reasonably designed to limit and monitor short sales by the other accounts to avoid harm to the Fund.

     

     

     

     

    (a)(3) Compensation

     

    Compensation consists of: (i) a fixed base salary; (ii) a bonus, which is based on Voya IM performance, one-, three-, and five-year pre-tax performance of the accounts the portfolio managers are primarily and jointly responsible for relative to account benchmarks, peer universe performance, and revenue growth and net cash flow growth (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments) of the accounts they are responsible for; and (iii) long-term equity awards tied to the performance of our parent company, Voya Financial, Inc. and/or a notional investment in a predefined set of Voya IM sub-advised funds.

     

    Portfolio managers are also eligible to receive an annual cash incentive award delivered in some combination of cash and a deferred award in the form of Voya stock. The overall design of the annual incentive plan was developed to tie pay to both performance and cash flows, structured in such a way as to drive performance and promote retention of top talent. As with base salary compensation, individual target awards are determined and set based on external market data and internal comparators. Investment performance is measured on both relative and absolute performance in all areas.

     

    The measures for each team are outlined on a “scorecard” that is reviewed on an annual basis. These scorecards measure investment performance versus benchmark and peer groups over one-, three-, and five-year periods; and year-to-date net cash flow (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments) for all accounts managed by each team. The results for overall Voya IM scorecards are typically calculated on an asset weighted performance basis of the individual team scorecards. Investment professionals’ performance measures for bonus determinations are weighted by 25% being attributable to the overall Voya IM performance and 75% attributable to their specific team results (65% investment performance, 5% net cash flow, and 5% revenue growth).

     

    Voya IM’s long-term incentive plan is designed to provide ownership-like incentives to reward continued employment and to link long-term compensation to the financial performance of the business. Based on job function, internal comparators and external market data, employees may be granted long-term awards. All senior investment professionals participate in the long-term compensation plan. Participants receive annual awards determined by the management committee based largely on investment performance and contribution to firm performance. Plan awards are based on the current year’s performance as defined by the Voya IM component of the annual incentive plan. Awards typically include a combination of performance shares, which vest ratably over a three-year period, and Voya restricted stock and/or a notional investment in a predefined set of Voya IM sub-advised funds, each subject to a three-year cliff-vesting schedule.

     

    If a portfolio manager’s base salary compensation exceeds a particular threshold, he or she may participate in Voya’s deferred compensation plan. The plan provides an opportunity to invest deferred amounts of compensation in mutual funds, Voya stock or at an annual fixed interest rate. Deferral elections are done on an annual basis and the amount of compensation deferred is irrevocable.

     

    (a)(4) Ownership of Securities

     

    The following table shows the dollar range of shares of the Trust owned by each team member as of February 28, 2025, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.

     

    Ownership:

     

    Portfolio Manager Dollar Range of Fund Shares Owned
       
    Susanna Jacob None
    Justin Montminy None

     

    (b) None.

     

     

     

     

    Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

     

    Period*  Total Number of
    Shares (or Units)
    Purchased
       Average Monthly Price
    Paid Per Share (or Unit)
       Total Number of
    Shares (or Units)
    Purchased as Part 
    of Publicly
    Announced Plans or
    Programs
       Maximum Number
    (or Approximate
    Dollar Value) of
    Shares (or Units)
    that May Yet Be
    Purchased Under
    the Plans or
    Programs
     
    Mar 1-31, 2024   0   $0.00    0    1,640,305 
    April 1-30, 2024   0   $0.00    0    1,640,305 
    May 1-31, 2024   0   $0.00    0    1,640,305 
    June 1-30, 2024   0   $0.00    0    1,640,305 
    July 1-31, 2024   0   $0.00    0    1,640,305 
    Aug 1-31, 2024   0   $0.00    0    1,640,305 
    Sept 1-30, 2024   0   $0.00    0    1,640,305 
    Oct 1-31, 2024   0   $0.00    0    1,640,305 
    Nov 1-30, 2024   0   $0.00    0    1,640,305 
    Dec 1-31, 2024   0   $0.00    0    1,640,305 
    Jan 1-31, 2025   131,504   $5.12    131,504    1,508,801 
    Feb 1-28, 2025   180,374   $5.27    180,374    1,328,427 
    Total   311,878         311,878      

     

    *Effective April 1, 2024, the Registrant announced the Fund could purchase up to 10% of its stock in open-market transactions through March 31, 2025.

     

    Item 15. Submission of Matters to a Vote of Security Holders.

     

    There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

     

    Item 16. Controls and Procedures.

     

    (a)Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

     

    (b)There were no significant changes in the registrant’s internal controls that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

     

    Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

     

    The Bank of New York Mellon serves as the securities lending agent. As the securities lending agent, The Bank of New York Mellon administers the securities lending program.

     

    The following table provides the dollar amounts of income and fees/compensation related to the securities lending activities of the Fund for its most recent fiscal year. There are no fees paid to the securities lending agent for cash collateral management services, administrative fees, indemnification fees, or other fees.

     

    Fund  Gross
    securities
    lending
    income
     Fees paid to
    securities lending
    agent from revenue
    split
     Positive
    Rebate
     Negative
    Rebate
     Net
    Rebate
     Total Aggregate
    fees/compensation
    paid to securities
    lending agent or
    broker
     Net
    Securities
    Income

    Voya Emerging Markets High

    Dividend Equity Fund

     None None None None None None None

     

    Item 18. Recovery of Erroneously Awarded Compensation.

     

    Not Applicable.

     

     

     

     

    Item 19. Exhibits.

     

    (a)(1) The Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
    (a)(2) Not applicable.
    (a)(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)) is attached hereto as EX-99.CERT.
    (a)(4) Not applicable.
    (a)(5) Not applicable.
    (b) The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     

    (Registrant): Voya Emerging Markets High Dividend Equity Fund

     

    By /s/ Christian G. Wilson  
      Christian G. Wilson  
      Principal Executive Officer  

     

    Date: May 8, 2025

     

    Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

     

    By /s/ Christian G. Wilson  
      Christian G. Wilson  
      Principal Executive Officer  

     

    Date: May 8, 2025

     

    By /s/ Todd Modic  
      Todd Modic  
      Principal Financial Officer  

     

    Date: May 8, 2025

     

     

     

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