OMB APPROVAL
  OMB Number:              3235-0570
  Expires:               January 31, 2017
 

Estimated average burden

hours per response:                  20.6

 

 

 

UNITED STATES

SECURITIES AND CHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-21553

 

Voya Global Equity Dividend and Premium Opportunity Fund
(Exact name of registrant as specified in charter)

 

7337 E. Doubletree Ranch Rd. Suite 100, Scottsdale, AZ 85258
(Address of principal executive offices) (Zip code)

 

The Corporation Trust Company, 1209 Orange
Street, Wilmington, DE 19801
(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, 2015

 

 

 

 
 

 

Item 1.Reports to Stockholders.

 

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, 2015

Voya Global Equity Dividend and Premium Opportunity Fund

    E-Delivery Sign-up —details inside

 

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

 
 
INVESTMENT MANAGEMENT
voyainvestments.com
 


TABLE OF CONTENTS


President’s Letter
                 1    
Market Perspective
                 2    
Portfolio Managers’ Report
                 4    
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    
Summary Portfolio of Investments
                 21    
Tax Information
                 26    
Shareholder Meeting Information
                 27    
Trustee and Officer Information
                 28    
Advisory Contract Approval Discussion
                 32    
Additional Information
                 41    
 
 
 

 
           
Go Paperless with E-Delivery!
   

 
Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs.
 
Just go to www.voyainvestments.com, click on the E-Delivery icon from the home page, 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. Documents that are not available on the internet will continue to be sent by mail.
 
 

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; (2) on the Fund’s website at www.voyainvestments.com; and (3) 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 www.voyainvestments.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 N-Q. This report contains a summary portfolio of investments for the Fund. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s Forms N-Q, as well as a complete portfolio of investments, are available without charge upon request from the Fund by calling Shareholder Services toll-free at (800) 992-0180.



(THIS PAGE INTENTIONALLY LEFT BLANK)



PRESIDENT’S LETTER



Dear Shareholder,

Voya Global Equity Dividend and Premium Opportunity Fund (the “Fund”) is a diversified, closed-end management investment company whose shares are traded on the New York Stock Exchange under the symbol “IGD.” The primary objective of the Fund is to provide a high level of income, with a secondary objective of capital appreciation.

The Fund seeks to achieve its objectives by investing in a portfolio of global common stocks that have a history of attractive dividend yields and employing an option strategy of writing call options on a portion of the equity portfolio.

For the year ended February 28, 2015, the Fund made monthly distributions totaling $0.91 per share, all characterized as net investment income.*

Based on net asset value (“NAV”), the Fund provided a total return of 2.47% for the year ended February 28, 2015.(1)(2) This NAV return reflects a decrease in the Fund’s NAV from $10.05 on February 28, 2014 to $9.31 on February 28, 2015, after taking into account the monthly distributions noted above. Based on its share price, the Fund provided a total return of 3.92% for the year ended February 28, 2015.(2)(3) This share price return reflects a decrease in the Fund’s share price from $9.08 on February 28, 2014 to $8.53 on February 28, 2015, after taking into account the monthly distributions noted above.

The global equity markets have witnessed a challenging and turbulent period. Please read the Market Perspective and Portfolio Managers’ Report for more information on the market and the Fund’s performance.

At Voya our mission is to help you grow and protect your wealth, by offering you and your financial advisor a range of global investment solutions. We invite you to visit our website at www.voyainvestments.com. Here you will find current information on our investment products and services, including our open- and closed-end funds and our retirement portfolios. You will see that Voya offers a broad range of equity, fixed income and multi-asset strategies that aim to fulfill a variety of investor needs.

Thank you for trusting Voya with your investment assets. We look forward to serving you in the months and years ahead.

Sincerely,

 

Shaun Mathews
President and Chief Executive Officer
Voya Family of Funds
April 1, 2015


The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and the Voya mutual funds disclaim any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for a Voya mutual fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any Voya mutual fund. Reference to specific company securities should not be construed as recommendations or investment advice. International investing does pose special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.

More complete information about the Fund, including the Fund’s daily New York Stock Exchange closing prices and net asset values per share, is available at www.voyainvestments.com or by calling the Fund’s Shareholder Service Department at (800) 992-0180. To obtain a prospectus for any Voya mutual fund, please call your financial advisor or a fund’s Shareholder Service Department at (800) 992-0180 or log on to www.voyainvestments.com. A prospectus should be read carefully before investing. Consider a fund’s investment objectives, risks, charges and expenses carefully before investing. A prospectus contains this information and other information about a fund. Check with your financial advisor to determine which Voya mutual funds are available for sale within their firm. Not all funds are available for sale at all firms.


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

(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 Fund’s dividend reinvestment plan.

(2)  
  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.

(3)  
  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.

1



MARKET PERSPECTIVE:  YEAR ENDED FEBRUARY 28, 2015


As our fiscal year started, global equities, in the form of the MSCI World IndexSM (the “Index”) measured in local currencies, including net reinvested dividends had just recovered from a 5% slump after ending 2013 at a record high. The Index endured more wide swings late in 2014 before surging in February 2015 to end up 14.69% for the fiscal year. (The Index returned 7.87% for the one year ended February 28, 2015, measured in U.S. dollars.)

A cold and snowy winter depressed hiring and other key statistics like durable goods orders and home sales early in 2013. But with the improvement in the season came a pick-up in U.S. economic data. Employment reports looked steadily better and the unemployment rate fell below 6%. The February bulletin marked the eleventh consecutive month in which more than 200,000 jobs were created. National purchasing managers’ activity indices signaled expansion at mostly healthy rates. While the housing market was cooling, the annualized rate of existing home sales exceeded 5 million in 6 out of 12 months. The rate of increase in the S&P/Case-Shiller 20-City Composite Home Price Index had slowed to mid-single digits, but the final report in February showed a modest acceleration. The most widely watched measures of consumer confidence touched multi-year high levels. Growth in gross domestic product (“GDP”) was –2.1% (annualized) in the first quarter but rebounded to 5.0% in the third, before pulling back to 2.2% in the fourth.

Yet concerns periodically surfaced about the sustainability of the recovery in the U.S. and worldwide. The improving U.S. employment situation was accompanied by labor force participation rates at or near the lowest since 1978. Wage growth was sluggish, near 2% annually. The U.S. Federal Reserve Board’s (“Fed’s”) monthly Treasury and mortgage-backed securities purchases ended as expected in October. But by then the Fed’s balance sheet had increased fivefold over six years to $4.5 trillion and the aftermath of any attempt to bring the total down was far from clear.

Outside of the U.S., growth in China decelerated to 7.4% in 2014, the slowest since 1990, which weighed on global commodity supplying countries. Japan re-entered recession in the third quarter after an April rise in the consumption tax and the rebound to growth of 2.2% annualized was a disappointment. But it was the euro zone that was the most problematic. Growth was barely visible in the second and third quarters. Unemployment seemed stuck above 11.0%, while deflation emerged in December. At last, in late January, the European Central Bank (“ECB”) announced quantitative easing of €60 billion per month until at least September 2016, despite German opposition. Against this, a new government was elected in Greece with a mandate to ease the terms of its bailout and roll back reforms. Finally oil prices halved between June and December. Was this also a signal that global economic activity was weaker than anyone had imagined?

Securities prices mirrored investors’ mood swings in the later months. The Index actually reached a new peak on September 19, but by October 16 fell 8%. From there the Index rebounded 12% to December 5, fell 5% to December 16 then rose 10% to end the fiscal year 0.1% below its all-time high.

In U.S. fixed income markets, the Barclays Long-Term U.S. Treasury sub-index returned a remarkable 20.78% over the fiscal year; the Barclays U.S. Treasury Bond sub-index just 4.40% as the Treasury yield curve flattened. The Barclays U.S. Aggregate Bond Index (“Barclays Aggregate”) added 5.05%, while the Barclays U.S. Corporate Investment Grade Bond sub-index gained 6.54%. Both outperformed the Barclays High Yield Bond — 2% Issuer Constrained Composite Index (not a part of the Barclays Aggregate), which returned only 2.81%, perhaps reflecting growing disillusionment with the risk/reward profile of high yield bonds, after strong returns in recent years.

U.S. equities, represented by the S&P 500® Index including dividends, advanced 15.51% in the fiscal year, ending 0.38% below its all-time high. The health care sector was the top performer, returning 23.51%; not surprisingly the only loser was energy, which dropped 7.23% as oil prices sagged. Record operating earnings per share for S&P 500® companies in the second and third quarters were supported by low interest rates, slow wage growth and historically high share buy-back volumes. Operating margins breached 10% for the first time. Both retreated in the last quarter.

In currencies, the dollar gained ground against most other currencies over the year. The dollar surged 23.28% against the euro, as the U.S. ended quantitative easing just as the ECB embarked on it, and 17.51% against the yen, on the likelihood of further monetary easing in Japan and an announced partial re-allocation into stocks (including non-yen) for the giant Government Pension Investment Fund (“GPIF”). The dollar gained less, 8.47%, on the pound. The UK has a better growth story than the euro zone, which however is the destination for about 40% of the UK’s exports.

In international markets, the MSCI Japan® Index jumped 27.60% in the fiscal year, boosted in the case of Japan’s large exporters by the falling yen, by continued quantitative easing and by the GPIF’s announcement described above. The MSCI Europe ex UK® Index added 16.01%. The poor economic data were ultimately trumped by the prospect of quantitative easing, which was expected to be highly supportive of the prices of risky financial assets, judging from the experience of the U.S. and Japan. The MSCI UK® Index was much weaker, edging up 5.38%. Nearly half of this index is comprised of 14 names, mostly global banking, energy, pharmaceuticals and materials companies, not particularly representative of an improving economy, which made a combined negative contribution for the year.

Past performance does not guarantee future results. The performance quoted represents past performance. Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The Fund’s performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.voyainvestments.com to obtain performance data current to the most recent month end.

Market Perspective reflects the views of Voya Investment Management’s Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

2



BENCHMARK DESCRIPTIONS


Index         Description
Barclays High Yield Bond — 2% Issuer Constrained Composite Index
           
An unmanaged index that includes all fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million, and at least one year to maturity.
Barclays Long-Term U.S. Treasury Index
           
The Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of 10 or more years, are rated investment grade, and have $250 million or more of outstanding face value.
Barclays U.S. Aggregate Bond Index
           
An unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.
Barclays U.S. Corporate Investment Grade Bond Index
           
An unmanaged index consisting of publicly issued, fixed rate, nonconvertible, investment grade debt securities.
Barclays U.S. Treasury Bond Index
           
A market capitalization-weighted index that measures the performance of public obligations of the U.S. Treasury that have a remaining maturity of one year or more.
Chicago Board Options Exchange BuyWrite Monthly Index (“CBOE BuyWrite Monthly Index”)
           
A passive total return index based on selling the near-term, at-the-money S&P 500® Index call option against the S&P 500® stock index portfolio each month, on the day the current contract expires.
MSCI Europe ex UK® Index
           
A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.
MSCI Japan® Index
           
A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.
MSCI UK® Index
           
A free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK.
MSCI World IndexSM
           
An unmanaged index that measures the performance of over 1,400 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East.
S&P 500® Index
           
An unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.
S&P/Case-Shiller 20-City Composite Home Price Index
           
A composite index of the home price index for the top 20 Metropolitan Statistical Areas in the United States. The index is published monthly by Standard & Poor’s.
 

3



VOYA GLOBAL EQUITY DIVIDEND
AND PREMIUM OPPORTUNITY FUND

PORTFOLIO MANAGERS’ REPORT


 
Geographic Diversification
as of February 28, 2015
(as a percentage of net assets)
 
 
                      
 
United States
                 41.3 %  
 
United Kingdom
                 13.7 %  
 
Japan
                 8.5 %  
 
France
                 8.0 %  
 
Switzerland
                 5.4 %  
 
Germany
                 3.7 %  
 
Canada
                 3.6 %  
 
Netherlands
                 2.9 %  
 
Sweden
                 2.6 %  
 
Italy
                 2.3 %  
    
Countries between 0.4%–1.7%ˆ
                 6.1 %  
 
Assets in Excess of Other Liabilities
                 1.9 %  
 
Net Assets
                 100.0 %  
 
ˆ  Includes 6 countries, which each represents 0.4%–1.7% of net assets.
 
Portfolio holdings are subject to change daily.
 

Voya Global Equity Dividend and Premium Opportunity Fund (the “Fund”) seeks to provide investors with a high level of income from a portfolio of global common stocks with historically attractive dividend yields and premiums from call option writing. Under normal market conditions, the Fund will invest at least 80% of its managed assets in a portfolio of common stocks of dividend paying companies located throughout the world, including the U.S. The Fund’s secondary investment objective is capital appreciation.

Portfolio Management: The Fund is managed by Bruno Springael, Nicolas Simar, Willem van Dommelen and Kris Hermie, Portfolio Managers, ING Investment Management Advisors B.V. — the Sub-Adviser.*

Equity Portfolio Construction: The stock selection process begins with constructing an eligible universe of global common stocks with market capitalizations typically over $1 billion that have a history of paying dividend yields. Through a multi-step screening process of various fundamental factors and fundamental analysis, the portfolio managers construct a portfolio generally consisting of 80-120 common stocks with a history of attractive dividend yields and a potential for stable or growing dividends that are supported by business fundamentals. The portfolio generally seeks to target a dividend yield higher than that of the MSCI World IndexSM dividend yield. Stocks that do not pay dividends may also be selected for portfolio construction and risk control purposes.

The Fund’s Integrated Option Strategy: The Fund’s option strategy is designed to seek gains and lower volatility of total returns over a market cycle by primarily selling call options on selected indices and/or on individual securities and/or exchange traded funds (“ETFs”).

The Fund’s call option writing is determined based on stock outlook, market opportunities and option price volatility. The Fund seeks to sell call options that are generally short-term (between 10 days and three months until expiration) and at-the-money, out-of-the-money, or near-the-money. The underlying value of such calls will generally represent 35% to 75% of the value of the Fund’s portfolio. The Fund typically maintains its call positions until expiration, but it retains the option to buy back the call options and sell new call options. Call options can be written both in exchange-listed option markets and over-the-counter markets with major international banks, broker-dealers and financial institutions.

The Fund may seek to, and during the reporting period sought to, partially hedge the foreign currency risk inherent in its international equity holdings. Such currency hedges are generally implemented by buying out-of-the-money puts on international currencies versus the U.S. dollar and financing them by writing out-of-the-money foreign exchange (“FX”) calls. The Fund may also hedge currency exposure by selling the international currencies forward.

Top Ten Holdings
as of February 28, 2015

(as a percentage of net assets)
 
                        
Pfizer, Inc.
                 2.2 %    
Royal Dutch Shell PLC
                 2.1 %    
Citigroup, Inc.
                 2.1 %    
General Electric Co.
                 2.1 %    
BNP Paribas
                 2.0 %    
Cisco Systems, Inc.
                 1.7 %    
Mitsubishi UFJ Financial Group, Inc.
                 1.6 %    
Vodafone Group PLC
                 1.6 %    
BP PLC
                 1.6 %    
McDonald’s Corp.
                 1.6 %       
Portfolio holdings are subject to change daily.
 

The Fund may also invest in other derivative instruments, such as futures, for investment, hedging and risk-management purposes to gain or reduce exposure to securities, security markets, market indices consistent with its investment objectives and strategies. Such derivative instruments are acquired 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.

Additionally, the Fund retains the ability to partially hedge against significant market declines by buying out-of-the-money put options on regional or country indices, such as the S&P 500® Index, the Financial Times Stock Exchange 100 Index (“FTSE 100”), the Nikkei All Stock Index (“Nikkei”), the Euro Stoxx 50 (Price) Index (“EuroStoxx 50”) or any other broad-based global or regional securities index with an active derivatives market.

Performance: Based on net asset value (“NAV”) as of February 28, 2015, the Fund provided a total return of 2.47% for the year.(1) This NAV return reflects a decrease in the Fund’s NAV from $10.05 on February 28, 2014 to $9.31 on February 28, 2015, after taking into account the monthly distributions. Based on its share price as of February 28, 2015, the Fund provided a total return of 3.92% for the year.(1) This share price return reflects a decrease in the Fund’s share price from $9.08 on February 28, 2014 to $8.53 on February 28, 2015, after taking into account the monthly distributions. The reference indices, the MSCI World IndexSM and the Chicago Board Options Exchange (“CBOE”) BuyWrite Monthly Index (“BXM Index”), returned 7.87% and 4.76%, respectively, for the reporting period. During the year, the Fund made monthly distributions totaling $0.91 per share, all characterized as net investment income.(2) As of February 28, 2015, the Fund had 97,548,925 shares outstanding.

Portfolio Specifics: The Fund lagged its reference index for the reporting period. The chief cause was negative security selection and sector allocation in the equity portfolio, and detractions from the index portion of the option portfolio.

4



VOYA GLOBAL EQUITY DIVIDEND
AND PREMIUM OPPORTUNITY FUND

PORTFOLIO MANAGERS’ REPORT


Equity portfolio: The underperformance of the equity portfolio was due to stock selection within financials, industrials, materials and energy. Our preference for Europe over the United States — due to our focus on valuation — was detrimental, as Europe underperformed the U.S. during the period. Our overweight in energy stocks also detracted from relative results after the price of oil collapsed. Contributing factors were our stock selection within the information technology and utilities sectors, and an overweight of health care stocks. At the security level, the biggest active contributor in the portfolio was a semiconductor firm that benefited from the successful launch of Apple’s iPhone 6. The largest detractors were mainly energy and raw material stocks, which suffered from the weakness in oil and commodity prices.

We added an ATM manufacturer to the portfolio after the market, in our opinion, overreacted to the company guiding lower on revenues. We believe Germany and U.S. sales are solid while European ATMs (47% of sales outside Germany) are overdue for an upgrade. The business mix will likely continue to shift towards software and services, which is in our opinion a fundamentally better business with higher margins. In the consumer space, we added a U.S. toy manufacturer following a price drop due to the company missing its earnings expectations for the second quarter.

Option portfolio: During the period, the Fund sold short-maturity options on the S&P 500® Index, the DJ Eurostoxx 50 Index, the Nikkei 225 Index and the FTSE 100 Index. As of end of March 2014, the strike prices of the traded options were increased from at-the-money to slightly out-of-the the money. The coverage ratio was lowered from roughly 60% to about 50%. Expiration dates were maintained between six and seven weeks. The Fund typically uses futures on the indices to make market directional tactical decisions, seeking to enhance returns or to protect against a decline in its assets.

During the reporting period, all relevant markets were up in local currency terms. Both the lower coverage ratio and the move to out-of-the-money strikes enabled the Fund to benefit more from these strongly rising markets; however, the positions detracted value. The futures overlay had little impact on the overall performance.

A significant part of the Fund’s investments are typically directly exposed to currency risk, due to investments in global markets. We seek to partially hedge this risk by purchasing foreign exchange (“FX”) options. We generally write FX options to finance the Fund’s options purchases. In doing so, the Fund will likely give up part of its FX upside potential in return for cheaper downside protection. Overall, these FX option hedges helped to dampen the volatility of the Fund’s return, and contributed positively to the Fund during the period.

Outlook and Current Strategy: We will generally remain overweight Europe and are currently positive about the prospects for European equities. In our opinion, the recent corporate earnings results have been good and there is still significant potential for further recovery, especially as economic growth accelerates across the region thanks to what we believe are favorable financing conditions, a lower oil price and a weaker euro. We believe deflation is a worry and euro zone CPI is forecast to fall for a third consecutive month. We believe the European Central Bank, however, is demonstrating a “whatever it takes” approach to support the economy through its 19-month plan to inject 1.1 trillion euros into the euro zone.

There is still much uncertainty regarding the third arrow of Abenomics in Japan, which involves structural reform. In our opinion, the damage to GDP growth caused by last year’s consumption tax rise was not good for credibility. Meanwhile, valuations have risen significantly thanks to quantitative easing and it is difficult to find attractive dividend opportunities, in our opinion. We will likely continue to be neutral on Japan.

The timing of future rate hikes remains a big topic in the U.S. and investors will continue to scrutinize Federal Open Market Committee minutes for hawkish or dovish comments. The labor market continues to improve but wage growth is lagging. We believe the ongoing strengthening of the U.S. dollar might confound matters further. The Q4 earnings season was less strong than Q3 partly due to currency headwinds. Nonetheless, the majority of U.S. companies beat analyst earnings expectations while top line and earnings growth were also positive. With valuations and margins at relatively high levels, we remain cautious and therefore will likely continue to underweight the U.S.


*
  Effective May 1, 2014, Bas Peeters was removed and Kris Hermie was added as a portfolio manager of the Fund. Effective August 31, 2014, Edwin Cuppen was removed as a portfolio manager of the Fund. Lastly, effective November 1, 2014, Herman Klein was removed as a portfolio manager the Fund. Effective April 7, 2015, ING Investment Management Advisors B.V. will now be known as NNIP Advisors B.V.

(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.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund is based only on the outlook of its portfolio managers through the end of this period, and may differ from that presented for other Voya mutual funds. Performance data represents past performance and is no guarantee of future results. Past performance is not indicative of future results. The indices do not reflect fees, brokerage commissions, taxes or other expenses of investing. Investors cannot invest directly in an index.

5



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Shareholders and Board of Trustees
Voya Global Equity Dividend and Premium Opportunity Fund

We have audited the accompanying statements of assets and liabilities, including the summary portfolio of investments, of Voya Global Equity Dividend and Premium Opportunity Fund, as of February 28, 2015, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the ten-year period then ended. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements, financial highlights, and portfolios of investments are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and portfolios of investments. Our procedures included confirmation of securities owned as of February 28, 2015, by correspondence with the custodian, transfer agent, and brokers, or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Voya Global Equity Dividend and Premium Opportunity Fund as of February 28, 2015, and the results of its operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the ten-year period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Boston, Massachusetts
April 24, 2015

6



STATEMENT OF ASSETS AND LIABILITIES AS OF FEBRUARY 28, 2015


ASSETS:
                      
Investments in securities at fair value*
              $ 892,398,839   
Cash
                 9,879,641   
Cash collateral for futures
                 593,418   
Foreign currencies at value**
                 15,459,500   
Foreign cash collateral for futures***
                 2,976,101   
Receivables:
                      
Dividends
                 2,217,804   
Foreign tax reclaims
                 1,082,938   
Prepaid expenses
                 5,984   
Reimbursement due from manager
                 9,939   
Other assets
                 26,394   
Total assets
                 924,650,558   
LIABILITIES:
                      
Payable for investment management fees
                 722,960   
Payable for administrative fees
                 68,853   
Payable to trustees under the deferred compensation plan (Note 6)
                 26,394   
Payable for trustee fees
                 4,773   
Other accrued expenses and liabilities
                 188,421   
Written options, at fair valueˆ
                 15,038,087   
Total liabilities
                 16,049,488   
NET ASSETS
              $ 908,601,070   
NET ASSETS WERE COMPRISED OF:
                      
Paid-in capital
              $ 1,201,416,851   
Distributions in excess of net investment income
                 (4,223,169 )  
Accumulated net realized loss
                 (325,763,454 )  
Net unrealized appreciation
                 37,170,842   
NET ASSETS
              $ 908,601,070   
_____________
                   

*  Cost of investments in securities
              $ 847,396,391   
**  Cost of foreign currencies
              $ 16,613,075   
***  Cost of foreign cash collateral for futures
              $ 2,976,101   
ˆ  Premiums received on written options
              $ 7,770,625   
 
Net assets
              $ 908,601,070   
Shares authorized
                 unlimited    
Par value
              $ 0.010   
Shares outstanding
                 97,548,925   
Net asset value
              $ 9.31   
 

See Accompanying Notes to Financial Statements

7



STATEMENT OF OPERATIONS for the year ended February 28, 2015


INVESTMENT INCOME:
                      
Dividends, net of foreign taxes withheld*
              $ 32,713,455   
Total investment income
                 32,713,455   
EXPENSES:
                      
Investment management fees
                 10,022,653   
Transfer agent fees
                 32,725   
Administrative service fees
                 954,530   
Shareholder reporting expense
                 112,705   
Professional fees
                 101,920   
Custody and accounting expense
                 245,013   
Trustee fees
                 28,636   
Miscellaneous expense
                 120,264   
Total expenses
                 11,618,446   
Net waived and reimbursed fees
                 (157,971 )  
Net expenses
                 11,460,475   
Net investment income
                 21,252,980   
REALIZED AND UNREALIZED GAIN (LOSS):
                      
Net realized gain (loss) on:
                      
Investments
                 89,773,020   
Foreign currency related transactions
                 (798,831 )  
Futures
                 (1,791,870 )  
Written options
                 (15,222,874 )  
Net realized gain
                 71,959,445   
Net change in unrealized appreciation (depreciation) on:
                      
Investments
                 (70,628,318 )  
Foreign currency related transactions
                 (1,366,848 )  
Futures
                 1,225,459   
Written options
                 (4,805,912 )  
Net change in unrealized appreciation (depreciation)
                 (75,575,619 )  
Net realized and unrealized loss
                 (3,616,174 )  
Increase in net assets resulting from operations
              $ 17,636,806   

_____________
                    

*  Foreign taxes withheld
              $ 1,725,835   
 

See Accompanying Notes to Financial Statements

8



STATEMENTS OF CHANGES IN NET ASSETS


        Year Ended
February 28,
2015
    Year Ended
February 28,
2014
FROM OPERATIONS:
                                      
Net investment income
              $ 21,252,980          $ 26,107,644   
Net realized gain
                 71,959,445             42,726,203   
Net change in unrealized appreciation (depreciation)
                 (75,575,619 )            47,369,201   
Increase in net assets resulting from operations
                 17,636,806             116,203,048   
FROM DISTRIBUTIONS TO SHAREHOLDERS:
                                     
Net investment income
                 (88,964,620 )            (67,857,737 )  
Return of capital
                              (26,569,622 )  
Total distributions
                 (88,964,620 )            (94,427,359 )  
FROM CAPITAL SHARE TRANSACTIONS:
                                      
Net increase (decrease) in net assets
                 (71,327,814 )            21,775,689   
NET ASSETS:
                                     
Beginning of year or period
                 979,928,884             958,153,195   
End of year or period
              $ 908,601,070          $ 979,928,884   
Undistributed (distributions in excess of) net investment income at end of year or period
              $ (4,223,169 )         $ 2,545,966   
 

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
 
Net
realized
and
unrealized
gain (loss)
 
Total from
investment
operations
 
From net
investment
income
 
From net
realized
gains
 
From
return
of
capital
 
Total
distributions
 
Adjustment
to paid-in
capital for
offering
costs
 
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(3)
 
Net
expenses
after
expense
waiver(3)(4)
 
Net
investment
income
(loss)(3)(4)
 
Portfolio
turnover
Year or period ended


 
($)
 
($)
 
($)
 
($)
 
($)
 
($)
 
($)
 
($)
 
($)
 
(%)
 
(%)
 
(%)
 
(%)
 
($000’s)
 
(%)
 
(%)
 
(%)
 
(%)
02-28-15
        10.05       0.22       (0.05     0.17       0.91                   0.91             9.31       8.53       2.47       3.92       908,601       1.22       1.20       2.23       31  
02-28-14
        9.82       0.27       0.92       1.19       0.69             0.27       0.96             10.05       9.08       13.65       9.95       979,929       1.22       1.20       2.70       48  
02-28-13
        10.01       0.27       0.61       0.88       0.25             0.82       1.07             9.82       9.17       10.34       7.88       958,153       1.23       1.18       2.78       75  
02-29-12
        11.39       0.36       (0.55     (0.19     0.26             0.93       1.19             10.01       9.56       (1.13 )      (3.28 )      976,685       1.24       1.14       3.45       90  
02-28-11
        11.58       0.35       0.76       1.11       0.82             0.48       1.30             11.39       11.12       10.44       0.29       1,108,699       1.22       1.07       3.16       58  
02-28-10
        9.81       0.38       3.17       3.55       0.30             1.48       1.78             11.58       12.45       38.12       78.96       1,117,910       1.23       1.03       3.34       72  
02-28-09
        17.39       0.68       (6.39     (5.71     0.95             0.92       1.87             9.81       8.14       (34.02 )      (45.09 )      947,889       1.22       1.02       4.76       84  
02-29-08
        19.98       0.66       (1.18     (0.52     0.61       1.35       0.11       2.07             17.39       17.34       (2.74 )      (5.71 )      1,691,458       1.23       1.03       3.40       79  
02-28-07
        19.08       0.67       2.09       2.76       0.57       1.24       0.06       1.87       0.01       19.98       20.55       15.32       19.35       1,933,397       1.21       1.01       3.43       119  
03-31-05(5)–02-28-06
        19.06 (6)      0.63       0.79       1.42       0.66       0.43       0.31       1.40             19.08       18.96       7.84       2.13       1,825,844       1.23       1.03       3.75       112  
 


(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, 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)
  Commencement of operations.

(6)
  Net asset value at beginning of period reflects the deduction of the sales load of $0.90 per share and the offering costs of $0.04 per share paid by the shareholder from the $20.00 offering price.

  Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

10



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015


NOTE 1 — ORGANIZATION

Voya Global Equity Dividend and Premium Opportunity 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 retained Voya Investment Management Co. LLC (“Voya IM”), a Delaware limited liability company, to provide certain consulting services for the Investment Adviser. The Investment Adviser has engaged ING Investment Management Advisors B.V. (“IIMA”), a subsidiary of ING Groep N.V. (“ING Groep”), domiciled in The Hague, The Netherlands, and Voya IM to serve as sub-advisers to the Fund. Voya Funds Services, LLC (“VFS” or the “Administrator”), a Delaware limited liability company, serves as the Administrator to the Fund. Effective April 7, 2015, IIMA will now be known as NNIP Advisors B.V. (“NNIP Advisors”).

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

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 net asset value (“NAV”) per share of the Fund is determined each business day as of the close of regular trading (“Market Close”) on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time unless otherwise designated by the NYSE) each day on which the NYSE is open for trading. The Fund is open for business every day the NYSE is open. Fund shares will not be priced on days when the NYSE is closed. 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.

Assets for which market quotations are readily available are valued at market value. A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the normal trading session on the exchange where the security is principally traded, or lacking any sales or official closing price on a particular day, the security may be valued at the mean of the closing bid and ask price on that day. Bank loans are valued at the average of the averages between the bid and ask prices provided to an independent pricing service by brokers. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Investments in open-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

When a market quotation is not readily available or is deemed unreliable, the Fund will determine a fair value for the relevant asset in accordance with procedures adopted by the Board of Trustees (“Board”). Such procedures provide, for example, that: (a) Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity individual trading characteristics and other market data; (b) Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers; (c) Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes; (d) Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse; (e) Over-the-counter swap agreements are valued using a price provided by an independent pricing service; (f) Forward foreign currency contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and each Fund’s forward foreign currency contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service and (g) Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers.

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.

11



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign securities’ (including foreign exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the NYSE. If market quotations are available and believed to be reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. An independent pricing service determines the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be valued by the independent pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed and the close of the NYSE. Multiple factors may be considered by the independent pricing service in determining the value of such securities and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures.

All other assets for which market quotations are not readily available or became unreliable (or if the above fair valuation methods are unavailable or determined to be unreliable) are valued at fair value as determined in good faith by or under the supervision of the Board following procedures approved by the Board. 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 a security’s fair value. Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. 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.

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 unobservable inputs, including each Sub-Adviser’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 following the Portfolio of Investments.

The Board has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to the “Pricing Committee” as established by the Fund’s Administrator. The Pricing Committee considers all facts it deems relevant that are reasonably available, through either public information or information available to the Investment Adviser or sub-advisers, when determining the fair value of the security. In the event that a security or asset cannot be valued pursuant to one of the valuation methods established by the Board, the fair value of the security or asset will be determined in good faith by the Pricing Committee. When the Fund uses these fair valuation methods that use significant unobservable inputs to determine its NAV, securities will be priced by a method that the Pricing Committee believes accurately reflects fair value and are categorized as Level 3 of the fair value hierarchy. The methodologies used for valuing securities are not necessarily an indication of the risks of investing in those securities nor can it be assured the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Pricing Committee may compare prior day prices, prices on comparable securities, and traded prices to the prior or current day prices and the Pricing Committee challenges those prices exceeding certain tolerance levels with the independent pricing service or broker source. For those securities valued in good faith at fair value, the Pricing Committee reviews and affirms the reasonableness of the valuation on a regular basis after considering all relevant information that is reasonably available.

For fair valuations using significant unobservable inputs, U.S. 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. The end of period timing recognition is used for the transfers between Levels of the Fund’s assets and liabilities. A reconciliation of Level 3 investments is presented only when the Fund has a significant amount of Level 3 investments.

12



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

For the year ended February 28, 2015, there have been no significant changes to the fair valuation methodologies.

B.  Security Transactions and Revenue Recognition. Security 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 certain 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 the end of the day.

    (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 the end of the day, 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 at period end, 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 greater with respect to securities in emerging markets.

D.  Distributions to Shareholders. The Fund intends to make monthly 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. 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 principles, which may differ from U.S. 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 on 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.

F.  Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires

13



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)


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 market 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 factors.

Market Risk Factors. In pursuit of its investment objectives, the Fund may seek to use derivatives to increase or decrease its exposure to the following market risk factors:

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the U.S. dollar appreciates against the currency, while the U.S. dollar value will increase as the U.S. dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer durations, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter durations. The Fund may lose money if short-term or long-term interest rates rise sharply or otherwise change in a manner not anticipated by the sub-advisers. As of the date of this report, interest rates in the United States are at, or near, historic lows, which may increase the Fund’s exposure to risks associated with rising interest rates.

Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market 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.

The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of the Fund to purchase or sell a portfolio security at a time that otherwise would be favorable or the possible need to sell a portfolio security at a disadvantageous time because the Fund is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments. Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the following notes.

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 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

14



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)


Agreements (“Master Agreements”). These agreements are with select counterparties and they govern transactions, including certain over-the-counter (“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 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. As of February 28, 2015, the total fair value of purchased OTC options subject to counterparty credit risk was $1,083,968. The counterparties did not post any collateral to the Fund at year end. There were no credit events during the year ended February 28, 2015 that triggered any credit related contingent features.

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, 2015, the total value of written OTC call options subject to Master Agreements in a liability position was $15,038,087. If a contingent feature had been triggered, the Fund could have been required to pay this amount in cash to its counterparties. The Fund did not post collateral for its open written OTC options at year end. There were no credit events during the year ended February 28, 2015 that triggered any credit related contingent features.

H.  Futures Contracts. The Fund may enter into futures contracts involving foreign currency, interest rates, securities and securities indices. A futures contract obligates the seller of the contract to deliver and the purchaser of the contract to take delivery of the type of foreign currency, financial instrument or security called for in the contract at a specified future time for a specified price. Upon entering into such a contract, the Fund is required to deposit and maintain as collateral such initial margin as required by the exchange on which the contract is traded. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount equal to the daily fluctuations in the value of the contract. Such receipts or payments are known as variation margin and are recorded as unrealized gains or losses by the Fund. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

Futures contracts are exposed to the market risk factor of the underlying financial instrument. During the year ended February 28, 2015, the Fund had purchased futures contracts on various equity indices primarily to provide exposures to such index returns while allowing the fund managers to maintain a certain level of cash balances in the Fund. 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.

During the year ended February 28, 2015, the Fund had an average notional value on purchased and sold futures of $52,760,629 and $63,186,177, respectively. Please refer to the Summary Portfolio of Investments for open futures contracts at February 28, 2015.

15



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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’s option strategy seeks to reduce volatility of total returns and to supplement distributions by selling call options and may also purchase put options on equity indices.

The Fund is also subject to foreign currency risk given its significant investments in foreign equities. In order to mitigate this risk, the Fund uses foreign-exchange option collars. Please refer to Note 7 for the volume of both purchased and written option activity during the year ended February 28, 2015.

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 risk of loss from such claims remote.

NOTE 3 — INVESTMENT TRANSACTIONS

The cost of purchases and proceeds from sales of investments for the year ended February 28, 2015, excluding short-term securities, were $284,695,835 and $360,374,904, respectively.

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

The Fund has entered into an investment management agreement (“Management Agreement”) with the Investment Adviser. The Management Agreement compensates the Investment Adviser with a fee, payable monthly, based on an annual rate of 1.05% 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 shares). As of February 28, 2015, there were no preferred shares outstanding.

The Investment Adviser has entered into a consulting agreement with Voya IM (the “Consultant”). For its services, the Consultant will receive a consultancy fee from the Investment Adviser. No fee will be paid by the Fund directly to the Consultant. These services include, among other things, furnishing statistical and other factual information; providing advice with respect to potential investment strategies that may be employed for the Fund, including, but not limited to, potential options strategies; developing economic models of the anticipated investment performance and yield for the Fund; and providing advice to the Investment Adviser and/or sub-advisers with respect to the Fund’s level and/or managed distribution policy.

The Investment Adviser has entered into sub-advisory agreements with IIMA and Voya IM. Subject to policies asthe Board or the Investment Adviser may determine, IIMA currently manages the Fund’s assets in accordance with the Fund’s investment objectives, policies and limitations. However, in the future, the Investment Adviser may allocate the Fund’s assets to Voya IM for management, and may change the allocation of the Fund’s assets among the two sub-advisers in its discretion, to pursue the Fund’s investment objective. Each sub-adviser would make investment decisions for the assets it is allocated to manage.

The Fund has entered into an administrative agreement (“Administrative Agreement”) with the Administrator. The Administrator provides certain administrative and shareholder services necessary for the Fund’s operations and is responsible for the supervision of other service providers. For its services, the Administrator is entitled to receive from the Fund a fee based on an annual rate of 0.10% of the Fund’s average daily managed assets.

Please see Note 12 — Subsequent Events on the Combination of the former Management Agreement and Administrative Agreement.

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

16



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 5 — EXPENSE LIMITATION AGREEMENT (continued)

Fund, excluding interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and acquired fund fees and expenses to 1.20% of average daily managed assets.

The Investment Adviser may at a later date recoup from the Fund for fees waived and other expenses assumed 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, 2015, the amounts of waived or reimbursed fees that are subject to possible recoupment by the Investment Adviser, and the related expiration dates, are as follows:

February 28,
 
2016
        2017
    2018
    Total
$—
           
$128,395
   
$157,971
   
$286,366
 

The Expense Limitation Agreement is contractual through March 1, 2016 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 “Plan”), which allows eligible non-affiliated trustees, as described in the 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 Plan, the amounts deferred are invested in shares of the funds selected by the trustee (the “Notional Funds”). The Fund purchases shares of the Notional Funds, which are all advised by Voya Investments, in amounts equal to the trustees’ deferred fees, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other assets” on the accompanying Statement of Assets and Liabilities. Deferral of trustees’ fees under the 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 Plan.

NOTE 7 — PURCHASED AND WRITTEN OPTIONS

Transactions in purchased OTC options on currencies were as follows:

        Notional
Amount
    Cost
Balance at 02/28/14
              $ 246,000,000          $ 1,126,300   
Options Purchased
                 821,000,000             3,768,550   
Options Expired
                 (494,000,000 )            (2,212,350 )  
Options Terminated in Closing Sell Transactions
                 (388,000,000 )            (1,495,500 )  
Balance at 02/28/15
              $ 185,000,000          $ 1,187,000   
 

Transactions in written OTC options on currencies were as follows:

        Notional
Amount
    Premiums
Received
Balance at 02/28/14
              $ 246,000,000          $ 1,126,300   
Options Written
                 821,000,000             3,768,550   
Options Expired
                 (834,000,000 )            (3,506,250 )  
Options Terminated in Closing Purchase Transactions
                 (48,000,000 )            (201,600 )  
Balance at 02/28/15
              $ 185,000,000          $ 1,187,000   
 

Transactions in written OTC options on indices were as follows:

        Number of
Contracts
    Premiums
Received
Balance at 02/28/14
                 613,200          $ 11,028,782   
Options Written
                 3,859,700             49,518,423   
Options Expired
                 (1,811,200 )            (21,508,228 )  
Options Terminated in Closing Purchase Transactions
                 (2,252,600 )            (32,455,352 )  
Balance at 02/28/15
                 409,100          $ 6,583,625   
 

NOTE 8 — CONCENTRATION OF INVESTMENT RISKS

All mutual funds involve risk — some more than others — and there is always the chance that you could lose money or not earn as much as you hope. The Fund’s risk profile is largely a factor of the principal securities in which it invests and investment techniques that it uses.

Foreign Securities and Emerging Markets. The Fund makes significant investments in foreign securities and may invest up to 20% of its managed assets in securities issued by companies located in countries with emerging markets. Investments in foreign securities may entail risks not present in domestic investments. Since investments in securities are denominated in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, as well

17



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 8 — CONCENTRATION OF INVESTMENT RISKS (continued)

as from movements in currency, security value and interest rate, all of which could affect the market and/or credit risk of the investments. The risks of investing in foreign securities can be intensified in the case of investments in issuers located in countries with emerging markets.

Leverage. Although the Fund has no current intention to do so, the Fund is authorized to utilize leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the event that the Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging strategy will be successful during any period in which it is employed.

Market Discount. Shares of closed-end investment companies frequently trade at a discount from their NAV. The possibility that Common Shares of the Fund will trade at a discount from their NAV is a risk separate and distinct from the risk that the Fund’s NAV may decrease.

NOTE 9 — CAPITAL SHARES

There was no capital shares activity during the years ended February 28, 2015, and February 28, 2014.

NOTE 10 — FEDERAL INCOME TAXES

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. 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 short-term capital gains, foreign currency transactions, 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.

The following permanent tax differences have been reclassified as of the Fund’s tax year ended December 31, 2014(1):

Paid-in
Capital

        Undistributed
Net Investment Income
    Accumulated
Net Realized
Gains/(Losses)
$(52,662,566)
              $ 60,942,506       
$(8,279,940)
 


(1)  
  $52,662,565 relates to distributions in excess of net investment income taxed as ordinary income due to current year earnings and profits.

Dividends paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for 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, 2015. The tax composition of dividends and distributions as of the Fund’s most recent tax year-ends was as follows:

Tax Year Ended
December 31, 2014
        Tax Year Ended
December 31, 2013
   
Ordinary
Income
        Ordinary
Income
    Return
of Capital
$88,964,620
           
$60,444,019
   
$34,763,732
 

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, 2014 are detailed below. The Regulated Investment Company Modernization Act of 2010 (the “Act”) provides an unlimited carryforward period for newly generated capital losses. Under the Act, there may be a greater likelihood that all or a portion of the Fund’s pre-enactment capital loss carryforwards may expire without being utilized due to the fact that post-enactment capital losses are required to be utilized before pre-enactment capital loss carryforwards.

Unrealized
Appreciation/
(Depreciation)
        Short-term
Capital Loss
Carryforwards
    Expiration
$29,198,346
              $ (4,156,168 )      
2016
 
                 (325,327,424 )      
2017
 
              $ (329,483,592 )                  
 

The Fund’s major tax jurisdictions are U.S. federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2010.

As of February 28, 2015, 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.

NOTE 11 — RESTRUCTURING PLAN

Investment Adviser:

Prior to May 2013, Voya Financial, Inc. was a wholly-owned subsidiary of ING Groep N.V. (“ING Groep”). In October 2009, ING Groep submitted a restructuring plan (the “Restructuring Plan”) to the European Commission in order to receive approval for state aid granted to ING Groep by the Kingdom of the Netherlands in November 2008 and March 2009. To receive approval for this state aid, ING

18



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 11 — RESTRUCTURING PLAN (continued)


Groep was required to divest its insurance and investment management businesses, including Voya Financial, Inc. (formerly, ING U.S., Inc.), before the end of 2013. In November 2012, the Restructuring Plan was amended to permit ING Groep additional time to complete the divestment. Pursuant to the amended Restructuring Plan, ING Groep was required to divest at least 25% of Voya Financial, Inc. by the end of 2013 and more than 50% by the end of 2014, and was required to divest its remaining interest by the end of 2016 (such divestment, the “Separation Plan”).

In May 2013, Voya Financial, Inc. conducted an initial public offering of its common stock (the “IPO”). In October 2013, March 2014, and September 2014, ING Groep divested additional shares in several secondary offerings of common stock of Voya Financial, Inc. and concurrent share repurchases by Voya Financial, Inc. These transactions reduced ING Groep’s ownership interest in Voya Financial, Inc. to 32%. Voya Financial, Inc. did not receive any proceeds from these offerings.

In November 2014, through an additional secondary offering and the concurrent repurchase of shares by Voya Financial, Inc., ING Groep further reduced its interest in Voya Financial, Inc. below 25% to approximately 19% (the “November 2014 Offering”). The November 2014 Offering was deemed by the Investment Adviser to be a change of control (the “Change of Control”), which resulted in the automatic termination of the existing investment advisory and sub-advisory agreements under which the Investment Adviser and Sub-Advisers provide services to the Fund. In anticipation of this termination, and in order to ensure that the existing investment advisory and sub-advisory services could continue uninterrupted, in 2013 the Board approved new advisory and sub-advisory agreements for the Fund, as applicable, in connection with the IPO. In addition, in 2013, shareholders of the Fund approved new investment advisory and affiliated sub-advisory agreements prompted by the IPO, as well as any future advisory and affiliated sub-advisory agreements prompted by the Separation Plan that are approved by the Board and that have terms not materially different from the current agreements. This meant that shareholders would not have another opportunity to vote on a new agreement with the Investment Adviser or current affiliated sub-advisers even upon a change of control prompted by the Separation Plan, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of Voya Financial, Inc.

On November 18, 2014, in response to the Change of Control, the Board, at an in-person meeting, approved new investment advisory and sub-advisory agreements. At that meeting, the Investment Adviser represented that the new investment advisory and affiliated sub-advisory agreements approved by the Board were not materially different from the agreements approved by shareholders in 2013 and no single person or group of persons acting together was expected to gain “control” (as defined in the 1940 Act) of Voya Financial, Inc. As a result, shareholders of the Fund will not be asked to vote again on the new agreements with the Investment Adviser and affiliated sub-advisers.

In March 2015, ING Groep divested the remainder of its interest in Voya Financial, Inc. through a secondary offering of Voya Financial, Inc.’s common stock of and a concurrent share repurchase by Voya Financial, Inc. Voya Financial, Inc. did not receive any proceeds from these transactions.

Sub-Adviser:

IIMA is an indirect, wholly-owned subsidiary of NN Group N.V. (“NN Group”) and NN Group is a majority-owned subsidiary of ING Groep. In connection with the Restructuring Plan discussed above, ING Groep is required to divest more than 50% of its shares in NN Group before December 31, 2015 and the remaining interest before December 31, 2016. In July 2014, ING Groep settled the initial public offering of NN Group. ING Groep has stated that it intends to divest its remaining stake in NN Group in an orderly manner and ultimately by the end of 2016.

It is anticipated that one or more of the transactions to divest NN Group constitute a transfer of a controlling interest in NN Group, resulting in an “assignment” (as defined in the 1940 Act) of the existing sub-advisory agreements under which IIMA provides services to the Fund for which IIMA serves as sub-adviser. Pursuant to the 1940 Act, these sub-advisory agreements would automatically terminate upon their assignment. In order to ensure that the existing sub-advisory services can continue uninterrupted, the Board approved new sub-advisory agreements for the Fund in anticipation of the divestment. Shareholders of the Fund for which IIMA serves as a sub-adviser approved these new investment sub-advisory agreements. This approval also included approval of any future sub-advisory agreements prompted by the divestment that are approved by the Board and whose terms are not materially different from the current agreements. This means that shareholders of the Fund may not have another opportunity to vote on a new agreement with IIMA even if IIMA undergoes a change of control pursuant to ING Groep’s divestment of NN Group, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of NN Group.

19



NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2015 (CONTINUED)


NOTE 12 — SUBSEQUENT EVENTS

Dividends: Subsequent to February 28, 2015, the Fund made distributions of:

Per Share
Amount
        Declaration
Date
    Payable
Date
    Record
Date
$0.076
                 2/17/2015             3/16/2015             3/4/2015   
$0.076
                 3/16/2015             4/15/2015             4/6/2015   
$0.076
                 4/15/2015             5/15/2015             5/5/2015   
 

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

Name Change: Effective April 7, 2015, IIMA will now be known as NNIP Advisors B.V. (“NNIP Advisors”).

Combination of former Management Agreement and Administrative Agreement: On March 12, 2015, the Board approved a new Management Agreement that combines the former Management Agreement and Administrative Agreement under one combined Management Agreement with a single management fee, effective May 1, 2015. This single management fee does not exceed the former combined investment management and administrative services fee rates for the Fund and there is no change to the investment management or administrative services provided to the Fund.

The Fund has evaluated events occurring after the Statement of Assets and Liabilities date (“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 GLOBAL EQUITY DIVIDEND AND
PREMIUM OPPORTUNITY FUND

SUMMARY PORTFOLIO OF INVESTMENTS
AS OF FEBRUARY 28, 2015


Shares


  

  

  
Value
  
Percentage
of Net
Assets
 
COMMON STOCK: 98.1%
 
Australia: 0.4%
887,215
           
 
   
Other Securities
      $   3,949,544             0.4   
 
 
Belgium: 0.8%
206,500
           
 
   
Other Securities
         7,429,168             0.8   
 
 
Canada: 3.6%
641,621
           
 
   
Cenovus Energy, Inc.
         11,070,926             1.2   
903,042
           
 
   
Other Securities
         21,658,283             2.4   
 
           
 
   
 
         32,729,209             3.6   
 
 
France: 8.0%
307,593
           
 
   
BNP Paribas
         17,876,835             2.0   
254,431
           
 
   
Cie de Saint-Gobain
         11,427,123             1.2   
390,890
           
 
   
GDF Suez
         8,673,105             1.0   
199,125
           
 
   
Vinci S.A.
         11,787,697             1.3   
380,185
           
 
   
Other Securities
         22,894,191             2.5   
 
           
 
   
 
         72,658,951             8.0   
 
 
Germany: 3.7%
283,745
           
 
   
Deutsche Bank AG
         9,324,192             1.0   
158,900
           
 
   
SAP SE
         11,172,785             1.2   
85,746
           
 
   
Siemens AG
         9,584,933             1.1   
76,700
           
 
   
Other Securities
         3,706,966             0.4   
 
           
 
   
 
         33,788,876             3.7   
 
 
Hong Kong: 0.6%
598,800
           
 
   
Other Securities
         5,107,763             0.6   
 
 
Italy: 2.3%
526,861
           
 
   
Assicurazioni Generali
S.p.A.
         10,853,194             1.2   
537,487
           
 
   
ENI S.p.A.
         10,018,446             1.1   
 
           
 
   
 
         20,871,640             2.3   
 
 
Japan: 8.5%
2,271,500
           
 
   
Mitsubishi UFJ Financial Group, Inc.
         14,794,177             1.6   
1,206,500
           
 
   
Nissan Motor Co., Ltd.
         12,710,900             1.4   
288,400
           
 
   
Sumitomo Mitsui Financial Group, Inc.
         11,490,887             1.3   
215,900
           
 
   
Takeda Pharmaceutical Co., Ltd.
         11,057,723             1.2   
1,486,500
           
 
   
Other Securities
         27,317,100             3.0   
 
           
 
   
 
         77,370,787             8.5   
 
 
Netherlands: 2.9%
581,767
           
 
   
Royal Dutch Shell PLC
         18,994,878             2.1   
667,660
           
 
   
Other Securities
         7,293,883             0.8   
 
           
 
   
 
         26,288,761             2.9   
 
 
Singapore: 1.4%
2,936,000
           
 
   
Singapore Telecommunications Ltd.
         9,082,909             1.0   
194,000
           
 
   
Other Securities
         3,281,311             0.4   
 
           
 
   
 
         12,364,220             1.4   
 
 
Spain: 1.2%
711,100
           
 
   
Telefonica S.A.
         11,047,002             1.2   
 
COMMON STOCK: (continued)
 
Sweden: 2.6%
1,004,501
           
 
   
Volvo AB — B Shares
      $  12,111,493             1.3   
718,810
           
 
   
Other Securities
         11,737,410             1.3   
 
           
 
   
 
         23,848,903             2.6   
 
 
Switzerland: 5.4%
347,524
           
 
   
Credit Suisse Group AG
         8,476,755             1.0   
116,187
           
 
   
Novartis AG
         11,882,921             1.3   
46,081
           
 
   
Roche Holding AG — Genusschein
         12,556,589             1.4   
34,911
           
 
   
Zurich Insurance Group AG
         11,164,861             1.2   
507,112
           
 
   
Other Securities
         4,515,379             0.5   
 
           
 
   
 
         48,596,505             5.4   
 
 
Taiwan: 1.7%
485,367
           
 
   
Taiwan Semiconductor Manufacturing Co., Ltd. ADR
         11,906,053             1.3   
253,500
           
 
   
Other Securities
         3,806,326             0.4   
 
           
 
   
 
         15,712,379             1.7   
 
 
United Kingdom: 13.7%
3,028,213
           
 
   
Barclays PLC
         11,991,238             1.3   
2,138,859
           
 
   
BP PLC
         14,729,772             1.6   
1,151,592
           
 
   
HSBC Holdings PLC
         10,265,529             1.2   
212,413
           
 
   
Imperial Tobacco Group PLC
         10,453,377             1.2   
2,133,800
           
 
   
Kingfisher PLC
         12,031,742             1.3   
1,298,060
           
 
   
Rexam PLC
         11,134,466             1.2   
239,723
           
 
   
Rio Tinto PLC
         11,797,888             1.3   
4,264,854
           
 
   
Vodafone Group PLC
         14,762,019             1.6   
3,699,421
           
 
   
Other Securities
         27,273,154             3.0   
 
           
 
   
 
         124,439,185             13.7   
 
 
United States: 41.3%
66,706
           
 
   
Amgen, Inc.
         10,520,870             1.2   
81,951
           
 
   
Apple, Inc.
         10,527,425             1.2   
128,750
           
 
   
Baxter International, Inc.
         8,903,062             1.0   
87,966
           
 
   
Chevron Corp.
         9,384,213             1.0   
532,139
           
 
   
Cisco Systems, Inc.
         15,703,422             1.7   
358,500
           
 
   
Citigroup, Inc.
         18,792,570             2.1   
290,500
           
 
   
ConAgra Foods, Inc.
         10,161,690             1.1   
152,844
           
 
   
Eli Lilly & Co.
         10,725,063             1.2   
209,895
           
 
   
Eversource Energy
         10,862,066             1.2   
153,148
           
 
   
ExxonMobil Corp.
         13,559,724             1.5   
506,373
           
 
   
Freeport-McMoRan, Inc.
         10,952,848             1.2   
258,650
           
 
   
Gap, Inc.
         10,759,840             1.2   
721,731
           
 
   
General Electric Co.
         18,757,789             2.1   
102,391
           
 
   
Johnson & Johnson
         10,496,101             1.2   
179,974
           
 
   
JPMorgan Chase & Co.
         11,028,807             1.2   
386,300
           
 
   
Mattel, Inc.
         10,167,416             1.1   
147,500
           
 
   
McDonald’s Corp.
         14,587,750             1.6   
274,747
           
 
   
Metlife, Inc.
         13,965,390             1.5   
318,576
           
 
   
Microsoft Corp.
         13,969,558             1.5   
575,087
           
 
   
Pfizer, Inc.
         19,736,986             2.2   

See Accompanying Notes to Financial Statements

21



VOYA GLOBAL EQUITY DIVIDEND AND
PREMIUM OPPORTUNITY FUND

SUMMARY PORTFOLIO OF INVESTMENTS
AS OF FEBRUARY 28, 2015 (CONTINUED)


Shares


  

  

  
Value
  
Percentage
of Net
Assets
 
COMMON STOCK: (continued)
 
United States: (continued)
121,804
           
 
   
PNC Financial Services Group, Inc.
      $ 11,201,096             1.2   
120,582
           
 
   
Procter & Gamble Co.
         10,265,146             1.1   
114,600
           
 
   
Stanley Black & Decker, Inc.
         11,269,764             1.2   
418,550
           
 
   
Symantec Corp.
         10,530,718             1.2   
1,403,124
           
 
   
Other Securities
         78,282,664             8.6   
 
           
 
   
 
         375,111,978             41.3   
 
 
           
 
   
Total Common Stock
(Cost $846,209,391)
         891,314,871             98.1   
    
# of
Contracts


  

  

  
Value
  
Percentage
of Net
Assets
 
PURCHASED OPTIONS: 0.1%
 
Options on Currencies: 0.1%
12,000,000
           
@
   
Call USD vs. Put EUR, Strike @ 1.102, Exp. 04/20/15 Counterparty: Societe Generale
              99,797             0.0   
16,000,000
           
@
   
Call USD vs. Put EUR, Strike @ 1.077, Exp. 05/20/15 Counterparty: Barclays Bank PLC
         96,885             0.0   
12,000,000
           
@
   
Call USD vs. Put EUR, Strike @ 1.178, Exp. 03/20/15 Counterparty: Citigroup, Inc.
         600,864             0.1   
37,000,000
           
@
   
Call USD vs. Put GBP, Strike @ 1.511, Exp. 03/20/15 Counterparty: JPMorgan Chase & Co.
         40,473             0.0   
37,000,000
           
@
   
Call USD vs. Put GBP, Strike @ 1.460, Exp. 04/20/15 Counterparty: Deutsche Bank AG
         29,661             0.0   
32,000,000
           
@
   
Call USD vs. Put GBP, Strike @ 1.464, Exp. 05/20/15 Counterparty: Barclays Bank PLC
         111,714             0.0   
13,000,000
           
@
   
Call USD vs. Put JPY, Strike @ 124.300, Exp. 04/20/15 Counterparty: Deutsche Bank AG
         33,202             0.0   
13,000,000
           
@
   
Call USD vs. Put JPY, Strike @ 123.850, Exp. 05/20/15 Counterparty: Citigroup, Inc.
         68,200             0.0   
13,000,000
           
@
   
Put USD vs. Call JPY, Strike @ 114.560, Exp. 03/20/15 Counterparty: Goldman Sachs & Co.
       3,172             0.0   
 
           
 
   
 
         1,083,968             0.1   
 
 
           
 
   
Total Purchased Options
(Cost $1,187,000)
         1,083,968             0.1   
 
           
 
   
Total Investments in Securities
(Cost $847,396,391)
      $ 892,398,839             98.2   
 
           
 
   
Assets in Excess of Other Liabilities
         16,202,231             1.8   
 
           
 
   
Net Assets
      $ 908,601,070             100.0   
 

“Other Securities” represents issues not identified as the top 50 holdings in terms of market value and issues or issuers not exceeding 1% of net assets individually or in aggregate respectively as of February 28, 2015.

The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.

@
  Non-income producing security.

ADR
  American Depositary Receipt

  Cost for federal income tax purposes is $847,558,515.

Net unrealized appreciation consists of:
                       
Gross Unrealized Appreciation
              $ 108,702,633   
Gross Unrealized Depreciation
                 (63,862,309 )  
Net Unrealized Appreciation
              $ 44,840,324   
 

Sector Diversification
        Percentage
of Net Assets
Financials
                 20.5 %  
Health Care
                 12.7   
Industrials
                 12.3   
Information Technology
                 11.6   
Consumer Discretionary
                 10.0   
Energy
                 9.8   
Consumer Staples
                 6.8   
Telecommunication Services
                 5.1   
Materials
                 4.9   
Utilities
                 4.4   
Purchased Options
                 0.1   
Assets in Excess of Other Liabilities
                 1.8   
Net Assets
                 100.0 %  
 

Fair Value Measurementsˆ

The following is a summary of the fair valuations according to the inputs used as of February 28, 2015 in valuing the assets and liabilities:(1)

        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, 2015
Asset Table
                                                                   
Investments, at fair value
                                                                   
Common Stock
                                                                       
Australia
              $           $ 3,949,544          $           $ 3,949,544   
Belgium
                              7,429,168                          7,429,168   

See Accompanying Notes to Financial Statements

22



VOYA GLOBAL EQUITY DIVIDEND AND
PREMIUM OPPORTUNITY FUND

SUMMARY PORTFOLIO OF INVESTMENTS
AS OF FEBRUARY 28, 2015 (CONTINUED)


        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, 2015
Asset Table (continued)
                                                                   
Canada
              $ 32,729,209          $           $           $ 32,729,209   
France
                              72,658,951                          72,658,951   
Germany
                              33,788,876                          33,788,876   
Hong Kong
                              5,107,763                          5,107,763   
Italy
                              20,871,640                          20,871,640   
Japan
                              77,370,787                          77,370,787   
Netherlands
                              26,288,761                          26,288,761   
Singapore
                              12,364,220                          12,364,220   
Spain
                              11,047,002                          11,047,002   
Sweden
                              23,848,903                          23,848,903   
Switzerland
                              48,596,505                          48,596,505   
Taiwan
                 11,906,053             3,806,326                          15,712,379   
United Kingdom
                              124,439,185                          124,439,185   
United States
                 370,084,410             5,027,568                          375,111,978   
Total Common Stock
                 414,719,672             476,595,199                          891,314,871   
Purchased Options
                              1,083,968                          1,083,968   
Total Investments, at fair value
              $ 414,719,672          $ 477,679,167          $           $ 892,398,839   
Other Financial Instruments+
                                                                   
Futures
                 703,977                                       703,977   
Total Assets
              $ 415,423,649          $ 477,679,167          $           $ 893,102,816   
Liabilities Table
                                                                   
Other Financial Instruments+
                                                                   
Written Options
              $           $ (15,038,087 )         $           $ (15,038,087 )  
Total Liabilities
              $           $ (15,038,087 )         $           $ (15,038,087 )  
 


(1)
  For the year ended February 28, 2015 as a result of the fair value pricing procedures for international equities utilized by the Fund, certain securities have transferred in and out of Level 1 and Level 2 measurements during the year. The Fund’s policy is to recognize transfers between levels at the beginning of the reporting period. At February 28, 2015, securities valued at $9,958,741 were transferred from Level 1 to Level 2 within the fair value hierarchy.

ˆ
  See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

+
  Other Financial Instruments are derivatives not reflected in the Portfolio of Investments and 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 valued at the unrealized gain (loss) on the instrument. OTC swaps and written options are valued at the fair value of the instrument.

#
  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.

At February 28, 2015, the following futures contracts were outstanding for Voya Global Equity Dividend and Premium Opportunity Fund:

Contract Description
        Number
of Contracts
    Expiration
Date
    Notional
Value
    Unrealized
Appreciation/
(Depreciation)
Long Contracts
                                                                   
EURO STOXX 50®
                 270              03/20/15          $ 10,846,892          $ 245,961   
FTSE 100 Index
                 66              03/20/15             7,051,086             20,831   
Nikkei 225 Index
                 196              03/12/15             15,413,751             437,185   
 
                                            $ 33,311,729          $ 703,977   
 

See Accompanying Notes to Financial Statements

23



VOYA GLOBAL EQUITY DIVIDEND AND
PREMIUM OPPORTUNITY FUND

SUMMARY PORTFOLIO OF INVESTMENTS
AS OF FEBRUARY 28, 2015 (CONTINUED)


At February 28, 2015, the following over-the-counter written options were outstanding for Voya Global Equity Dividend and Premium Opportunity Fund:

Number of
Contracts
        Counterparty
    Description
    Exercise
Price
    Expiration
Date
    Premiums
Received
    Fair Value
Options on Indices
                     
4,000
           
Barclays Bank PLC
   
Call on EURO STOXX 50® Index
         3,232.996  EUR            03/06/15          $ 359,838          $ (1,639,364 )  
3,800
           
Citigroup, Inc.
   
Call on EURO STOXX 50® Index
         3,457.130  EUR            03/20/15             224,977             (651,946 )  
3,800
           
Citigroup, Inc.
   
Call on EURO STOXX 50® Index
         3,543.150  EUR            04/10/15             270,908             (432,995 )  
3,300
           
Barclays Bank PLC
   
Call on FTSE 100 Index
         6,931.512  GBP            04/10/15             408,527             (425,719 )  
3,300
           
BNP Paribas Bank
   
Call on FTSE 100 Index
         6,870.190  GBP            03/20/15             351,950             (469,156 )  
3,400
           
Citigroup, Inc.
   
Call on FTSE 100 Index
         6,526.570  GBP            03/06/15             590,296             (2,161,262 )  
86,300
           
Citigroup, Inc.
   
Call on Nikkei 225 Index
         17,964.970  JPY            03/20/15             232,989             (650,806 )  
84,700
           
Citigroup, Inc.
   
Call on Nikkei 225 Index
         18,595.790  JPY            04/10/15             259,465             (378,461 )  
89,800
           
Societe Generale
   
Call on Nikkei 225 Index
         17,220.000  JPY            03/06/15             286,004             (1,187,834 )  
42,300
           
Barclays Bank PLC
   
Call on S&P 500 Index
         2,020.037  USD            03/06/15             1,439,515             (3,577,278 )  
42,300
           
Barclays Bank PLC
   
Call on S&P 500 Index
         2,076.300  USD            03/20/15             1,067,229             (1,663,392 )  
42,100
           
Citigroup, Inc.
   
Call on S&P 500 Index
         2,110.330  USD            04/10/15             1,091,927             (1,260,900 )  
 
Options on Currencies
 
                                                           
16,000,000
           
Barclays Bank PLC
   
Put USD vs. Call EUR
         1.175  USD            05/20/15             112,000             (35,345 )  
12,000,000
           
Citigroup, Inc.
   
Put USD vs. Call EUR
         1.267  USD            03/20/15             72,000                
12,000,000
           
Societe Generale
   
Put USD vs. Call EUR
         1.198  USD            04/20/15             96,000             (2,841 )  
32,000,000
           
Barclays Bank PLC
   
Put USD vs. Call GBP
         1.581  USD            05/20/15             240,000             (181,878 )  
37,000,000
           
Deutsche Bank AG
   
Put USD vs. Call GBP
         1.556  USD            04/20/15             222,000             (258,777 )  
37,000,000
           
JPMorgan Chase & Co.
   
Put USD vs. Call GBP
         1.599  USD            03/20/15             185,000             (4,971 )  
13,000,000
           
Citigroup, Inc.
   
Put USD vs. Call JPY
         113.940  USD            05/20/15             78,000             (39,558 )  
13,000,000
           
Deutsche Bank AG
   
Put USD vs. Call JPY
         112.800  USD            04/20/15             91,000             (12,152 )  
13,000,000
           
Goldman Sachs & Co.
   
Put USD vs. Call JPY
         114.560  USD            03/20/15             91,000             (3,452 )  
 
           
 
   
 
   
Total Written OTC Options
          $ 7,770,625          $ (15,038,087 )  
 

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, 2015 was as follows:

Derivatives not accounted for as
hedging instruments
        Location on Statement
of Assets and Liabilities
    Fair Value
Asset Derivatives
           
 
              
Foreign exchange contracts
           
Investments in securities at value*
      $ 1,083,968   
Equity contracts
           
Net Assets — Unrealized appreciation**
         703,977   
Total Asset Derivatives
           
 
      $ 1,787,945   
Liability Derivatives
           
 
              
Equity Contracts
           
Written options, at fair value
      $ 14,499,113   
Foreign exchange contracts
           
Written options, at fair value
         538,974   
Total Liability Derivatives
           
 
      $ 15,038,087   
 


*
  Includes purchased options.

**
  Includes cumulative appreciation/depreciation of futures contracts as reported in the table following the Summary Portfolio of Investments.

The effect of derivative instruments on the Fund’s Statement of Operations for the year ended February 28, 2015 was as follows:

        Amount of Realized Gain or (Loss) on
Derivatives Recognized in Income
   
Derivatives not accounted for as
hedging instruments
        Investments*
    Futures
    Written options
    Total
Equity contracts
              $           $ (1,791,870 )         $ (18,501,009 )            (20,292,879 )  
Foreign exchange contracts
                 9,308,411                          3,278,135             12,586,546   
Total
              $ 9,308,411          $ (1,791,870 )         $ (15,222,874 )         $ (7,706,333 )  
 

See Accompanying Notes to Financial Statements

24



VOYA GLOBAL EQUITY DIVIDEND AND
PREMIUM OPPORTUNITY FUND

SUMMARY PORTFOLIO OF INVESTMENTS
AS OF FEBRUARY 28, 2015 (CONTINUED)


        Change in Unrealized Appreciation or (Depreciation)
on Derivatives Recognized in Income
   
Derivatives not accounted for as
hedging instruments
        Investments*
    Futures
    Written options
    Total
Equity contracts
              $           $ 1,225,459          $ (5,594,010 )         $ (4,368,551 )  
Foreign exchange contracts
                 736,097                          788,098             1,524,195   
Total
              $ 736,097          $ 1,225,459          $ (4,805,912 )         $ (2,844,356 )  
 


*
  Amounts recognized for purchased options are included in net realized gain (loss) on investments and net change in unrealized appreciation or depreciation on investments.

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, 2015:

        Barclays
Bank PLC
    BNP
Paribas
Bank
    Citigroup,
Inc.
    Deutsche
Bank AG
    Goldman
Sachs & Co.
    JPMorgan
Chase & Co.
    Societe
Generale
    Totals
Assets:
                                                                                                                                      
Purchased options
              $ 208,599          $           $ 669,064          $ 62,863          $ 3,172          $ 40,473          $ 99,797          $ 1,083,968   
Total Assets
              $ 208,599          $           $ 669,064          $ 62,863          $ 3,172          $ 40,473          $ 99,797          $ 1,083,968   
Liabilities:
                                                                                                                                      
Written options
              $ 7,522,976          $ 469,156          $ 5,575,928          $ 270,929          $ 3,452          $ 4,971          $ 1,190,675          $ 15,038,087   
Total Liabilities
              $ 7,522,976          $ 469,156          $ 5,575,928          $ 270,929          $ 3,452          $ 4,971          $ 1,190,675          $ 15,038,087   
Net OTC derivative instruments by counterparty, at fair value
              $ (7,314,377 )         $ (469,156 )         $ (4,906,864 )         $ (208,066 )         $ (280 )         $ 35,502          $ (1,090,878 )         $ (13,954,119 )  
Total collateral pledged by the Fund/(Received from counterparty)
              $           $           $           $           $           $           $           $    
Net Exposure(1)
              $ (7,314,377 )         $ (469,156 )         $ (4,906,864 )         $ (208,066 )         $ (280 )         $ 35,502          $ (1,090,878 )         $ (13,954,119 )  
 


(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.

Supplemental Option Information (Unaudited)

Supplemental Call Option Statistics as of February 28, 2015:

Indices
                       
% of Total Net Assets against which calls written
                 50.12 %  
Average Days to Expiration at time written
                 47 days   
Average Call Moneyness* at time written
                 OTM/ATM    
Premiums received for calls
              $ 6,583,625   
Value of calls
              $ (14,499,113 )  
   
Currencies
                       
% of Total Net Assets against which calls/puts written
                 20.48 %  
Average Days to Expiration at time written
                 90 days   
Average Call Moneyness* at time written
                 OTM    
Premiums received for calls
              $ 1,187,000   
Value of calls
              $ (538,974 )  
 

Supplemental Put Option Statistics as of February 28, 2015:

Currency
                       
% of Total Net Assets against which Currency calls/puts purchased
                 20.48 %  
Average Days to Expiration at time purchased
                 90 days   
Average Currency Put Moneyness* at time purchased
                 OTM    
Premiums Paid for puts
              $ 1,187,000   
Value of puts
              $ (1,083,968 )  
 


*
  “Moneyness” is the term used to describe the relationship between the price of the underlying asset and the option’s exercise or strike price. For example, a call (buy) option is considered “in-the-money” when the value of the underlying asset exceeds the strike price. Conversely, a put (sell) option is considered “in-the-money” when its strike price exceeds the value of the underlying asset. Options are characterized for the purpose of Moneyness as, “in-the-money” (“ITM”), “out-of-the-money” (“OTM”) or “at-the-money” (“ATM”), where the underlying asset value equals the strike price.

See Accompanying Notes to Financial Statements

25



TAX INFORMATION (UNAUDITED)


Dividends paid during the tax year ended December 31, 2014 were as follows:

Fund Name
        Type
    Per Share Amount
Voya Global Equity Dividend and Premium Opportunity Fund
                 NII           $ 0.9120   
 


NII — Net investment income

Of the ordinary distributions made during the tax year ended December 31, 2014, 33.03% qualifies for the dividends received deduction (DRD) available to corporate shareholders.

For the tax year ended December 31, 2014, 88.56% 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, 2014:

Creditable Foreign
Taxes Paid
        Per Share
Amount
    Portion of Ordinary
Income Distribution
Derived from Foreign
Sourced Income*
$1,191,130
           
$0.0122
   
58.09%
 


*
  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.

26



SHAREHOLDER MEETING INFORMATION (UNAUDITED)


Proposals:

1    
  To elect four nominees to the Board of Trustees of each Fund.

2    
  To approve a new sub-advisory agreement between Voya Investments and IIMA with respect to Voya Global Equity Dividend and Premium Opportunity Fund and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that occur as part of the NN Group Separation Plan.

An annual shareholder meeting of Voya Global Equity Dividend and Premium Opportunity Fund was held July 2, 2014, at the offices of Voya Investment Management, 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258.

        Proposal
    Shares voted for
    Shares voted
against or
withheld
    Shares
abstained
    Broker
non-vote
    Total Shares
Voted
Voya Global Equity Dividend and Premium Opportunity Fund
           
 
                                                                               
 
J. Michael Earley**
           
1*
         79,236,287.270             3,470,023.000             0.000             0.000             82,706,310.270   
Patrick W. Kenny
           
1*
         79,158,352.270             3,547,958.000             0.000             0.000             82,706,310.270   
Roger B. Vincent
           
1*
         79,253,659.270             3,452,651.000             0.000             0.000             82,706,310.270   
Shaun P. Mathews
           
1*
         70,961,491.270             11,744,819.000             0.000             0.000             82,706,310.270   
 


*
  Proposal Passed

**
  Effective on December 31, 2014, J. Michael Earley retired as a Trustee.

A special meeting of shareholders of Voya Global Equity Dividend and Premium Opportunity Fund was held February 10, 2015, at the offices of Voya Investment Management, 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258.

        Proposal
    Shares voted for
    Shares voted
against or
withheld
    Shares
abstained
    Broker
non-vote
    Total Shares
Voted
Voya Global Equity Dividend and Premium Opportunity Fund
           
2*
         45,499,117.709             3,345,927.340             2,341,826.260             0.000             51,186,871.309   
 


*
  Proposal Passed

27



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.

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
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 54
           
Trustee
   
October
2007–Present
   
President, Glantuam Partners, LLC, a business consulting firm (January 2009–Present).
   
161
   
DSM/Dentaquest, Boston, MA (February 2014–Present).
 
John V. Boyer
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 61
           
Chairperson
Trustee
   
January
2014–Present
February
2005–Present
   
President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008–Present).
   
161
   
None.
 
Patricia W. Chadwick
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 66
           
Trustee
   
January
2006–Present
   
Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000–Present).
   
161
   
Wisconsin Energy Corporation (June 2006–Present) and The Royce Funds (35 funds) (December 2009–Present).
 
Albert E. DePrince, Jr.
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 74
           
Trustee
   
May
2013–Present
   
Retired. Formerly, Professor of Economics and Finance, Middle Tennessee State University (August 1991–July 2014); Dr. DePrince continued to hold a position with the university under a post-retirement contract through the end of 2014.
   
161
   
None.
 
Peter S. Drotch
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 73
           
Trustee
   
October
2007–Present
   
Retired.
   
161
   
First Marblehead Corporation (September 2003–Present).
 
Russell H. Jones
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 70
           
Trustee
   
May
2013–Present
   
Retired.
   
161
   
None.
 
Patrick W. Kenny
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 72
           
Trustee
   
February
2005–Present
   
Retired.
   
161
   
Assured Guaranty Ltd.
(April 2004–Present).
 
Joseph E. Obermeyer
7337 East. Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 57
           
Trustee
   
May
2013–Present
   
President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999–Present).
   
161
   
None.
 
Sheryl K. Pressler
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 64
           
Trustee
   
January
2006–Present
   
Consultant (May 2001–Present).
   
161
   
None.

28



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
    Number
of Funds
in Fund
Complex
Overseen by
Trustee(2)
    Other Board
Positions
Held by Trustee
Roger B. Vincent
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 69
           
Trustee
   
February
2005–Present
   
Retired. Formerly, President, Springwell Corporation, a corporate finance firm (March 1989–August 2011).
   
161
   
UGI Corporation (February 2006–Present) and UGI Utilities, Inc. (February 2006–Present).
 
Trustee who is an “interested person”:
                                                                                       
 
Shaun P. Mathews (3)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 59
           
Trustee
   
June 2006–Present
   
President and Chief Executive Officer, Voya Investments, LLC (November 2006–Present).
   
161
   
Voya Capital Corporation, LLC and Voya Investments Distributor, LLC (December 2005–Present); Voya Funds Services, LLC, Voya Investments, LLC and Voya Investment Management, LLC (March 2006–Present); and Voya Investment Trust Co. (April 2009–Present).
 


(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 Balanced Portfolio, Inc.; Voya Emerging Markets High Dividend Equity 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 International High Dividend Equity Income Fund; Voya Investors Trust; Voya Money Market Portfolio; Voya Mutual Funds; Voya Natural Resources Equity Income Fund; Voya Partners, Inc.; Voya Prime Rate Trust; Voya Senior Income Fund; Voya Separate Portfolios Trust; Voya Series Fund, Inc.; Voya Strategic Allocation Portfolios, Inc.; 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, 2015.

(3)    
  Mr. Mathews is deemed to be an “interested person” of the Trust as defined in the 1940 Act, because of his current affiliation with any of the Voya funds, Voya Financial, Inc. or Voya Financial, Inc.’s affiliates.

29



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
Shaun P. Mathews
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 59
           
President and Chief Executive Officer
   
November 2006–Present
   
President and Chief Executive Officer, Voya Investments, LLC (November 2006–Present).
 
Michael J. Roland
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 56
           
Executive Vice President
   
January 2005–Present
   
Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (April 2012–Present). Formerly, Chief Compliance Officer, Directed Services LLC and Voya Investments, LLC (March 2011–December 2013); Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (January 2007–April 2012) and Chief Compliance Officer, Voya Family of Funds (March 2011–February 2012).
 
Stanley D. Vyner
230 Park Avenue
New York, New York 10169
Age: 64
           
Executive Vice President
Chief Investment Risk Officer
   
January 2005–Present

September 2009–Present
   
Executive Vice President, Voya Investments, LLC (July 2000–Present) and Chief Investment Risk Officer, Voya Investments, LLC (January 2003–Present).
 
Kevin M. Gleason
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 48
           
Chief Compliance Officer
   
February 2012–Present
   
Senior Vice President and Chief Compliance Officer, Voya Investments, LLC (February 2012–Present). Formerly, Assistant General Counsel and Assistant Secretary, The Northwestern Mutual Life Insurance Company (June 2004–January 2012).
 
Todd Modic
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 47
           
Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary
   
May 2005–Present
   
Senior Vice President, Voya Funds Services, LLC (March 2005–Present).
 
Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 50
           
Senior Vice President
   
January 2005–Present
   
Senior Vice President, Voya Investments, LLC (October 2003–Present).
 
Julius A. Drelick, III
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 48
           
Senior Vice President
   
July 2012–Present
   
Senior Vice President — Head of Fund Compliance, Voya Funds Services, LLC (June 2012–Present); Chief Compliance Officer of Directed Services LLC and Voya Investments, LLC (January 2014–Present). Formerly, Vice President — Platform Product Management & Project Management, Voya Investments, LLC (April 2007–June 2012).
 
Robert Terris
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 44
           
Senior Vice President
   
May 2006–Present
   
Senior Vice President, Head of Division Operations, Voya Funds Services, LLC (January 2006–Present).
 
Fred Bedoya
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 42
           
Vice President and Treasurer
   
September 2012–Present
   
Vice President, Voya Funds Services, LLC (March 2012–Present). Formerly, Assistant Vice President — Director, Voya Funds Services, LLC (March 2003–March 2012).
 
Maria M. Anderson
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 56
           
Vice President
   
January 2005–Present
   
Vice President, Voya Funds Services, LLC (September 2004–Present).

30



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
Lauren D. Bensinger
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 61
           
Vice President
   
January 2005–Present
   
Vice President, Voya Investments, LLC and Voya Funds Services, LLC (February 1996–Present); Vice President, Voya Investments, LLC (October 2004–Present); Vice President and Money Laundering Reporting Officer, Voya Investments Distributor, LLC (April 2010–Present); Anti-Money Laundering Compliance Officer, Voya Financial, Inc. (January 2013–Present); and Money Laundering Reporting Officer, Voya Investment Management Trust Co. (October 2012–Present). Formerly, Chief Compliance Officer, Voya Investments Distributor, LLC (August 1995–April 2010).
 
Sara M. Donaldson
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 55
           
Vice President
   
September 2014–Present
   
Vice President, Voya Funds Services, LLC (April 2014–Present). Formerly, Director, Compliance, AXA Rosenberg Global Services, LLC (September 1997–March 2014).
 
Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 47
           
Vice President
   
January 2005–Present
   
Vice President, Voya Funds Services, LLC (November 1995–Present) and Voya Investments, LLC (August 1997–Present). Formerly, Treasurer, Voya Family of Funds (November 1999–February 2012).
 
Jason Kadavy
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 39
           
Vice President
   
September 2012–Present
   
Vice President, Voya Funds Services, LLC (July 2007–Present).
 
Kimberly K. Springer
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 57
           
Vice President
   
March 2006–Present
   
Vice President — Mutual Fund Product Development, Voya Investments, LLC (July 2012–Present); Vice President, Voya Investment Management — Voya Family of Funds (March 2010–Present) and Vice President, Voya Funds Services, LLC (March 2006–Present). Formerly Managing Paralegal, Registration Statements (June 2003–July 2012).
 
Craig Wheeler
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 46
           
Vice President
   
May 2013–Present
   
Vice President — Director of Tax, Voya Funds Services, LLC (March 2013–Present). Formerly, Assistant Vice President — Director of Tax, Voya Funds Services, LLC (March 2008–March 2013).
 
Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 51
           
Secretary
   
January 2005–Present
   
Senior Vice President and Chief Counsel, Voya Investment Management — Mutual Fund Legal Department (March 2010–Present). Formerly, Chief Counsel, ING Americas, U.S. Legal Services (October 2003–March 2010).
 
Paul A. Caldarelli
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 63
           
Assistant Secretary
   
June 2010–Present
   
Vice President and Senior Counsel, Voya Investment Management — Mutual Fund Legal Department (March 2010-Present). Formerly, Senior Counsel, ING Americas, U.S. Legal Services (April 2008–March 2010).
 
Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 52
           
Assistant Secretary
   
January 2005–Present
   
Vice President and Senior Counsel, Voya Investment Management — Mutual Fund Legal Department (March 2010–Present). Formerly, Senior Counsel, ING Americas, U.S. Legal Services (April 2008–March 2010).
 


(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.

31



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)


BOARD CONSIDERATION AND APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS

Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), provides that, after an initial period, the Board of Trustees (the “Board”) of Voya Global Equity Dividend and Premium Opportunity Fund (the “Fund”), including a majority of Board members who have no direct or indirect interest in the advisory and sub-advisory contracts of the Fund, and who are not “interested persons” of the Fund, as such term is defined under the 1940 Act (the “Independent Trustees”), must annually review and approve the Fund’s existing investment advisory and sub-advisory contracts. Thus, at a meeting held on September 12, 2014, the Board, including a majority of the Independent Trustees, considered whether to renew and approve the amended and restated investment advisory contract (the “Advisory Contract”) between Voya Investments, LLC (“Adviser”) and the Fund, as well as the amended and restated sub-advisory contracts (“Sub-Advisory Contracts”) with ING Investment Management Advisors B.V. (“IIMA”) and Voya Investment Management Co. LLC (“Voya IM”), the sub-advisers to the Fund (together, the “Sub-Advisers”).

The Independent Trustees also held separate meetings on August 14 and September 10, 2014, to consider the renewal of the Advisory Contract and Sub-Advisory Contracts. As a result, subsequent references herein to factors considered and determinations made by the Board include, as applicable, factors considered and determinations made on those earlier dates by the Independent Trustees.

At its September 12, 2014 meeting, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund. In reaching these decisions, the Board took into account information furnished to it throughout the year at meetings of the Board and the Board’s committees, as well as information prepared specifically in connection with the annual renewal or approval process. Determinations by the Independent Trustees also took into account various factors that they believed, in light of the legal advice furnished to them by K&L Gates LLP (“K&L Gates”), their independent legal counsel, and their own business judgment, to be relevant. Further, while the Board considered at the same meeting the advisory contracts and sub-advisory contracts that were subject to renewal for the investment companies in the Voya family of funds (“Voya funds”), the Board considered each Voya fund’s advisory and sub-advisory relationships separately.

To pursue the Fund’s investment objective, the Adviser may, at its discretion, allocate all or a portion of the Fund’s assets to each Sub-Adviser to manage, and may change the allocation of the Fund’s assets between the Sub-Advisers. At the September 12, 2014 meeting at which the Board made the determination to renew the Sub-Advisory Contracts with the Sub-Advisers, the Adviser had not allocated any Fund assets to Voya IM to manage on a day-to-day basis. In the future, the Adviser may allocate all or a portion of the Fund’s assets to Voya IM. Each Sub-Adviser would make investment decisions for the assets it is allocated to manage and would be paid a sub-advisory fee based on the portion of the Fund’s average daily net assets it manages.

Provided below is a general overview of the Board’s contract approval process that it followed, as well as a discussion of certain specific factors that the Board considered at its renewal meetings. While the Board gave its attention to information furnished at the request of the Independent Trustees that was most relevant to its considerations, discussed below are some of the primary factors relevant to the Board’s consideration as to whether to renew the Advisory and Sub-Advisory Contracts for the one-year period ending September 30, 2015. Each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Fund’s advisory and sub-advisory arrangements.

Overview of the Contract Renewal and Approval Process

The Board followed a structured process (the “Contract Review Process”) pursuant to which it requested and considered relevant information when it decided whether to approve and renew the Advisory Contract and Sub-Advisory Contracts. Among other actions, the Independent Trustees previously retained an independent consultant with experience in the mutual fund industry to assist them in working with personnel employed by the Adviser or its affiliates who administer the Fund (“Management”) to: identify the types of information presented to the Board to inform its deliberations with respect to advisory and sub-advisory relationships and to help evaluate that information; evaluate industry best practices in regard to the consideration of investment advisory and sub-advisory contracts; establish a specific format in which certain requested information was provided to the Board; and determine the process for the Board’s review of such information.

The Board has established (among other committees) three Investment Review Committees (each, an “IRC”) and a Contracts Committee. Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal and approval process, and the Fund is assigned to an IRC, which provides oversight regarding, among other matters, the investment performance of the Adviser and Sub-Advisers, as well as the oversight by the Adviser of the performance of the Sub-Advisers. The IRCs may apply a heightened level of scrutiny in cases where

32



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)



performance was below a Voya fund’s relevant benchmark, and/or a selected peer group of investment companies (“Selected Peer Group”), and/or Lipper Inc. (“Lipper”) category median, and/or Morningstar, Inc. (“Morningstar”) category median, as applicable.

The type and format of the information provided to the Board or to legal counsel for the Independent Trustees in connection with the Contract Review Process has been codified in a 15(c) methodology guide for the Voya funds (“15(c) Methodology Guide”). This 15(c) Methodology Guide was developed under the direction of the Independent Trustees and sets out a blueprint pursuant to which they request certain information that they deem important to facilitate an informed review in connection with initial and annual approvals of advisory and sub-advisory contracts.

Management provided certain of the information requested by the 15(c) Methodology Guide in Fund Analysis and Comparison Tables (“FACT sheets”). The Independent Trustees periodically have retained, including most recently in 2014, an independent firm to test and verify the accuracy of certain FACT sheet data for a representative sample of the Voya funds. In addition, the Contracts Committee has routinely employed an independent consultant to assist in its review and analysis of, among other matters, the 15(c) Methodology Guide, the content and format of the FACT sheets, and Selected Peer Groups to be used by the Voya funds, including the Fund, for certain comparison purposes during the renewal process.

Set forth below is a discussion of many of the Board’s primary considerations and conclusions in connection with its decision to approve the Fund’s Advisory and Sub-Advisory Contracts through September 30, 2015.

Nature, Extent and Quality of Service

The Independent Trustees received and evaluated such information as they deemed necessary regarding the nature, extent and quality of services provided to the Fund by the Adviser and IIMA and services that may be provided to the Fund in the future by Voya IM. This included information regarding the Adviser and Sub-Advisers provided throughout the year at regular meetings of the Board and its committees, as well as information furnished in connection with the contract renewal meetings.

The materials requested by the Independent Trustees and provided to the Board, K&L Gates and/or independent consultants that assisted the Independent Trustees prior to the September 12, 2014 Board meeting included, among other information, the following items for the Fund: (1) FACT sheets that provided information regarding the performance and expenses of the Fund and other similarly managed funds in its Selected Peer Group, information regarding the Fund’s investment portfolio, objective and strategies; (2) reports providing risk and attribution analyses of the Fund; (3) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which the Fund’s benchmark and Selected Peer Group were selected and how profitability was determined; (4) responses from the Adviser and Sub-Advisers to the Fund to a series of questions posed by K&L Gates on behalf of the Independent Trustees; (5) copies of the forms of Advisory and Sub-Advisory Contracts; (6) copies of the Forms ADV for the Adviser and Sub-Advisers; (7) financial statements for the Adviser and Sub-Advisers; (8) a draft narrative summary addressing key factors the Board customarily considers in evaluating the advisory and sub-advisory contracts for the Voya funds (including the Fund’s Advisory Contract and Sub-Advisory Contracts); (9) independent analyses of Fund performance by the Fund’s Chief Investment Risk Officer; (10) a report by the Fund’s Chief Compliance Officer (“CCO”); and (11) other information relevant to the Board’s evaluations.

The Board was advised that pursuant to an agreement with the European Commission, ING Groep, N.V. (“ING Groep”) is required to divest its entire interest in Voya Financial, Inc. (formerly known as ING U.S. Inc.), its U.S.-based insurance, retirement services and investment management operations, which include the Adviser and Voya IM, by the end of 2016 (such divestment, the “Separation Plan”). Voya Financial, Inc. is a minority owned subsidiary of ING Groep and a parent company of the Adviser and Voya IM. The Board further noted that the Separation Plan may result in the Adviser’s and Voya IM’s loss of access to the services and resources of ING Groep, which could adversely affect its businesses and profitability. The Board was advised that the Separation Plan contemplates one or more public offerings and each may be deemed to be a change of control.

The Board was advised that Voya Financial, Inc. had conducted an initial public offering of Voya Financial, Inc. common stock in May 2013 and ING Groep had divested additional shares through three other public offerings since May 2013, reducing its ownership interest in Voya Financial, Inc. to below 50%. The Board was advised that none of these public offerings was deemed to be a change of control. The Board recognized that if any future public offering is deemed to be a change of control, the investment advisory and sub-advisory agreements for each Voya fund would terminate and trigger a need for new agreements, which would require the approval of the Board and, potentially, shareholders of the Fund. The Board also was advised that there could be no assurance that the Separation Plan will be carried out completely. The Board considered the potential effects of the Separation Plan on the Fund and the Adviser and the Sub-Advisers, including the Adviser’s and the Sub-Advisers’ ability during and after the separation to perform the same level of service to the

33



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)



Fund as the Adviser and the Sub-Advisers currently provide. The Board was advised that neither the Adviser nor the Sub-Advisers anticipated at that time that the Separation Plan would have a material adverse impact on the Fund or its operations and administration.

The Board was advised that, in connection with the Separation Plan, Voya Financial, Inc. underwent a rebranding effort (the “Rebranding”) whereby Voya Financial, Inc. and several of its affiliates effected name changes. The Voya funds’ names, as well as the Adviser’s and Voya IM’s names, were also changed in connection with the Rebranding. The Rebranding resulted in amended and restated forms of advisory and sub-advisory contracts being presented to and approved by the Board at its September 12, 2014 meeting. The Board was advised that the Advisory and Sub-Advisory Contracts have the same terms as the then-current advisory and sub-advisory contracts, except for the effective date and certain immaterial changes made to certain provisions related to the Rebranding.

The Fund’s common shares were used for purposes of certain comparisons between the Fund and its Selected Peer Group. Common shares were selected because they are the only Fund class issued and outstanding. The common shares were compared to an analogous class of shares for each fund in its Selected Peer Group. The funds included in the Fund’s Selected Peer Group were selected based upon criteria designed to represent the Fund share class being compared to the Selected Peer Group.

In arriving at its conclusions with respect to the Advisory Contract, the Board was mindful of the “manager-of-managers” platform of the Voya funds that has been developed by the Adviser. The Board recognized that the Adviser is responsible for monitoring the investment program, performance, and developments and ongoing operations of the Sub-Advisers under this manager-of-managers arrangement. The Board also considered the techniques and resources that the Adviser has developed to provide ongoing oversight of the nature, extent and quality of the services the Sub-Advisers provide to the Fund and the Sub-Advisers’ compliance with applicable laws and regulations. The Board was advised that to assist in the selection and monitoring of the Sub-Advisers, the Adviser has developed an oversight process formulated by its Manager Research & Selection Group (“MR&S”), which analyzes both qualitative (such as in-person meetings and telephonic meetings with the Sub-Advisers and research on sub-advisers) and quantitative information (such as performance data, portfolio data and attribution analysis) about the Sub-Advisers and the Voya funds that it manages. The Board recognized that MR&S also typically provides in-person reports to the IRCs at their meetings prior to any presentations from the Voya funds’ sub-advisers (including the Sub-Advisers). In addition, the Board noted that MR&S prepares periodic due diligence reports regarding the Sub-Advisers based on on-site visits and information and analysis which team members use to attempt to gain and maintain an in-depth understanding of the Sub-Advisers’ investment process and to try to identify issues that may be relevant to the Sub-Advisers’ services to the Voya funds they manage, including the Fund, and/or their performance. The Board also noted that MR&S provides written reports on these due diligence analyses to the pertinent IRC. The Board was advised of the resources that Management has committed to its services as a manager-of-managers, including resources for reporting to the Board and the relevant IRC to assist them with their assessment of the investment performance of the Fund on an on-going basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the IRCs to analyze the key factors underlying investment performance for the Voya funds.

The Board also considered the techniques that the Adviser has developed to screen and perform due diligence on new sub-advisers if and when the Adviser recommends to the Board a new sub-adviser to manage a fund in the Voya funds complex. The Board considered that, for new non-Voya-affiliated sub-advisers, MR&S is responsible for: identifying qualified candidates; analyzing their investment processes, personnel and resources; conducting due diligence on the candidates; and selecting a firm to propose as a new sub-adviser, as well as preparing written materials and reports to the committees and the Board as part of the process of considering the approval of any new sub-adviser for a Voya fund.

The Board also considered that in the course of monitoring performance of the Sub-Advisers, MR&S has developed, based on guidance from the IRCs, a methodology for comparing performance of the Fund to its Selected Peer Group, to the Fund’s Morningstar category median, to its Lipper category median and to its primary benchmark. The Board also recognized that MR&S provides the pertinent IRC with regular updates on the Fund and alerts the IRC to potential issues as they arise. The Board also was advised that the Adviser regularly monitors performance, personnel, compliance and other issues that may arise on a day-to-day basis regarding the sub-advisers to the Voya funds, including the Sub-Advisers, and considered that, if issues are identified either through formal or informal processes, they are brought before the IRCs and the Board for consideration and action and the Adviser consistently makes its resources available to the Board and the IRCs to assist with addressing any issues that arise.

34



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)


The Board considered that the Fund also benefits from the services of the Adviser’s Investment Risk Management Department (the “IRMD”), under the leadership of the Chief Investment Risk Officer, the costs of which are shared by the Voya funds and the Adviser. The Board considered that the IRMD regularly presents written materials and reports to the IRCs that focus on the investment risks of the Voya funds. The Board also considered that the IRMD provides the IRCs with analyses that are developed to assist the IRCs in identifying trends in the Voya funds’ (including the Fund’s) performance and other areas over consecutive periods. The Board considered that the services provided by the IRMD are meant to provide an additional perspective for the benefit of the IRCs, which may vary from the perspective of MR&S.

The Board also considered the techniques used by the Adviser to monitor the performance of the Sub-Advisers and the proactive approach that the Adviser, working in cooperation with the relevant IRC, has taken to advocate or recommend, when it believed appropriate, changes designed to assist in improving the Fund’s performance.

In considering the Fund’s Advisory Contract, the Board also considered the extent of benefits provided to the Fund’s shareholders, beyond advisory services, from being part of the Voya funds complex. This includes, in most cases, the right to exchange or transfer investments, without a sales charge, between the same class of shares of such funds or among Voya funds available on a product platform, and the wide range of Voya funds available for exchange or transfer. The Board also took into account the Adviser’s ongoing efforts to reduce the expenses of the Voya funds through renegotiated arrangements with the Voya funds’ service providers. In addition, the Board considered the efforts of the Adviser and the expenses that it incurred in recent years to help make the Voya funds more balanced and efficient by the launch of new investment products and the combinations of similar funds.

Further, the Board received periodic reports showing that the investment policies and restrictions for the Fund were consistently complied with and other periodic reports covering matters such as compliance by the Adviser’s and IIMA’s personnel with codes of ethics. The Board considered reports from the Fund’s CCO and/or the Adviser’s CCO evaluating whether the regulatory compliance systems and procedures of the Adviser and the Sub-Advisers are reasonably designed to ensure compliance with the federal securities laws, including those related to, among others, late trading and market timing, best execution, fair value pricing, proxy voting and trade allocation practices. The Board also took into account the Fund’s CCO’s annual and periodic reports and recommendations with respect to service provider compliance programs. In this regard, the Board also considered the policies and procedures developed by the Fund’s CCO in consultation with the Board’s Compliance Committee that guide the Fund’s CCO’s compliance oversight function.

The Board requested and considered information regarding the level of staffing, quality and experience of the Fund’s portfolio management team, the respective resources and reputations of the Adviser and Sub-Advisers, and the ability of the Adviser and the Sub-Advisers to attract and retain qualified investment advisory personnel, the adequacy of the resources committed to the Fund (and other relevant funds in the Voya funds) by the Adviser and the Sub-Advisers, whether those resources are commensurate with the needs of the Fund and are sufficient to sustain appropriate levels of performance and compliance needs, and the Board considered the financial stability of the Adviser and the Sub-Advisers.

Based on their deliberations and the materials presented to them, the Board concluded that the advisory and related services provided by the Adviser and IIMA and services that may be provided to the Fund in the future by Voya IM are appropriate in light of the Fund’s operations, the competitive landscape of the investment company business, and investor needs, and that the nature, extent and quality of the overall services provided by the Adviser and IIMA and services that may be provided to the Fund in the future by Voya IM were appropriate.

Fund Performance

In assessing advisory and sub-advisory relationships, the Board placed emphasis on the investment returns of the Fund. The Board considered the performance reports and analyses from MR&S and IRMD and discussions with portfolio managers at Board and committee meetings during the year. The Board also paid particular attention in assessing performance information provided in the FACT sheets furnished in connection with the renewal and approval process. The FACT sheets prepared for the Fund included its investment performance compared to the Fund’s Morningstar category median, Lipper category median, Selected Peer Group and primary benchmark. The FACT sheet performance data was as of March 31, 2014. The Board also considered at its September 12, 2014 meeting certain additional data regarding performance and Fund asset levels for various additional periods ending after March 31, 2014.

The Fund’s performance was compared to its Morningstar category median and average, as well as its primary benchmark, a broad-based securities market index that appears in the Fund’s prospectus. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance and the fifth quintile

35



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)



represents the lowest performance. The Fund’s management fee rates and expense ratio were compared to the fees and expense ratios of the funds in its Selected Peer Group.

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for the Fund, the Board considered that, based on performance data for the periods ended March 31, 2014: (1) the Fund underperformed its Morningstar category median for all periods presented, with the exception of the most recent calendar quarter and year-to-date periods, during which it outperformed; (2) the Fund underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter and year-to-date periods, during which it outperformed; and (3) the Fund is ranked in the second quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods, the third quintile for the one-year period, the fourth quintile for the three-year period, and the fifth (lowest) quintile for the five-year period.

In analyzing this performance data, the Board took into account: (1) Management’s analysis of the effect that the Fund’s call overwrite strategy had on the Fund’s relative performance; (2) Management’s discussion of steps that IIMA has implemented to address underperformance; (3) Management’s representations regarding the reasonableness of the Fund’s performance during certain periods; (4) Management’s confidence in the Sub-Advisers’ ability to execute the Fund’s investment strategies; and (5) that Management will continue to monitor, and the Board or its IRC would periodically review, the Fund’s performance.

Economies of Scale

When evaluating the reasonableness of advisory fee rates, the Board also considered whether economies of scale likely will be realized by the Adviser and Sub-Advisers as the Fund grows larger and the extent to which any such economies are reflected in contractual fee rates. 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 advisory fee or sub-advisory fee breakpoints, it does have fee waiver or expense reimbursement arrangements. In this connection, the Board considered the extent to which economies of scale could be realized through such fee waivers, expense reimbursements or other expense reductions. In evaluating economies of scale, the Independent Trustees also considered prior periodic management reports, industry information on this topic, fee rates at projected levels of growth versus peers and the Fund’s investment performance.

Information Regarding Services to Other Clients

The Board requested and considered information regarding the nature of services and fee rates offered by the Adviser and Sub-Advisers to other clients, including other registered investment companies and relevant institutional accounts. When fee rates offered by a sub-adviser to a Voya fund to its other clients differ materially from those charged to the Voya fund, the Board considers any underlying rationale provided by the Adviser or, in certain circumstances, the sub-adviser for these differences. The Board also noted that the fee rates charged to the Fund and other institutional clients of the Adviser or Sub-Advisers (including other investment companies) may differ materially due to, among other reasons: differences in services; different regulatory requirements associated with registered investment companies, such as the Fund, as compared to non-registered investment company clients; market differences in fee rates that existed when the Fund and other funds in the Voya funds complex first were organized; differences in the original sponsors of the Fund that now are managed by the Adviser; investment capacity constraints that existed when certain contracts were first agreed upon or that might exist at present; and different pricing structures that are necessary to be competitive in different marketing channels.

Fee Rates and Profitability

The Board reviewed and considered the contractual investment advisory fee rate, combined with the administrative fee rate, payable by the Fund to the Adviser and to the Adviser’s affiliated company that serves as the administrator to the Fund. The Board also considered the contractual sub-advisory fee rate payable by the Adviser to the Sub-Advisers for sub-advisory services for the Fund, including the portion of the contractual advisory fees that are paid to the Sub-Advisers, as compared to the portion retained by the Adviser. In addition, the Board considered fee waivers and expense limitations applicable to the fees payable by the Fund, including the Adviser’s agreement to extend each such fee waiver and expense limitation agreement for an additional period of at least one year, and not to terminate such agreement in future years without prior approval of the Board.

The Board requested information regarding and, as applicable, considered: (1) the fee rate structure of the Fund as it relates to the services provided under the contracts; and (2) the potential fall-out benefits to the Adviser and the Sub-Advisers and their affiliates from their association with the Fund. The Board separately determined that the fees payable to the Adviser and the fee rate payable to the Sub-Advisers are reasonable for the services that each performs or may perform in the future, which were considered in light of the nature, extent and

36



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)



quality of the services that each has performed or may perform in the future and is expected to perform.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for the Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with a level fee rate that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group.

In analyzing this fee data, the Board took into account: (1) Management’s representations that closed-end funds have unique distribution characteristics and their pricing structures are highly driven by the market and competitive environment at the time of their initial offering when their fee structures were established; (2) Management’s discussion regarding fee waivers and expense limitations, which lower the Fund’s effective management fee rate; and (3) Management’s representations with respect to the competitiveness of the Fund’s management fee and expense ratio.

The Board considered information on revenues, costs and profits realized by the Adviser and IIMA, which was prepared by Management in accordance with the allocation methodology (including related assumptions) specified in the 15(c) Methodology Guide. In analyzing the profitability of the Adviser in connection with its services to the Fund, the Board took into account the sub-advisory fee rate payable by the Adviser to IIMA and may be payable to Voya IM in the future. In addition, the Board considered information that it requested and that was provided by Management with respect to the profitability of service providers affiliated with the Adviser. The Board also considered the profitability of the Adviser and its affiliated companies attributable to managing and operating the Fund both with and without the profitability of the distributor of the Fund and both before and after giving effect to any expenses incurred by the Adviser or any affiliated company in making revenue sharing or other payments to third parties.

Although the 15(c) Methodology Guide establishes certain standards for profit calculation, the Board recognized that profitability analysis on a fund-by-fund basis is not an exact science and there is no uniform methodology within the asset management industry for determining profitability for this purpose. In this context, the Board realized 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, and that the information presented may not portray all of the costs borne by the Adviser and Management or capture their entrepreneurial risk associated with offering and managing a mutual fund complex in the current regulatory and market environment. In addition, the Board recognized that the use of different reasonable methodologies for purposes of calculating profit data can give rise to dramatically different profit and loss results.

In making its determinations, the Board based its conclusions as to the reasonableness of the advisory and sub-advisory fees of the Adviser and the Sub-Advisers primarily on the factors described for the Fund herein. At the request of the Board, the Adviser has from time to time agreed to implement remedial actions regarding certain Voya funds. These remedial actions have included, among others: reductions in fee rates or adjustments to expense limitation and waiver arrangements; changes in sub-advisers or portfolio managers; and strategy modifications.

Conclusion

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) taking into account that Management would continue to monitor, and the Board or its IRC would periodically review, the Fund’s performance, the Fund’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Adviser to IIMA and that may be payable to Voya IM in the future is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending September 30, 2015. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS IN CONNECTION WITH CHANGE OF CONTROL EVENT

Section 15(c) of the 1940 Act, provides that, when the Fund enters into a new investment advisory contract with the Adviser, and the Adviser enters into new Sub-Advisory Contracts between the Adviser and the Sub-Advisers, the Board, including a majority of the Independent Trustees, must approve the new arrangements. Discussed below are certain factors that the Board considered at a meeting held on November 18, 2014 in determining whether to approve new advisory and sub-advisory arrangements for the Fund

37



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)



in connection with a Change of Control Event, as such term is defined below.

At the November 18, 2014 meeting, the Board noted that pursuant to an agreement with the European Commission, ING Groep, the former parent company of the Adviser and Voya IM, is required to divest its entire interest in Voya Financial, Inc. (formerly known as ING U.S., Inc.), its U.S.-based insurance, retirement services, and investment management operations, which include the Adviser and Voya IM, by the end of 2016 (as defined above, the “Separation Plan”). Voya Financial, Inc. previously was a wholly owned, indirect subsidiary of ING Groep and is a parent company of the Adviser and Voya IM.

The Fund is subject to the 1940 Act, which provides that any investment advisory agreement, including any sub-advisory agreement, must terminate automatically upon its “assignment.” As used in the 1940 Act, the term assignment includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such a transfer is referred to herein as a “Change of Control Event.” ING Groep’s base case to achieve the Separation Plan was through an initial public offering of Voya Financial (the “IPO”) followed by the divestment of ING Groep’s remaining ownership interest over time through one or more additional public offerings of Voya Financial, Inc. stock, or, possibly, through one or more privately negotiated sales of the stock. The Board recognized that the Separation Plan contemplated several public offerings and each may have been deemed to be a Change of Control Event, triggering the necessity for new agreements, which would require the approval of the Board. The Board concluded that approval by shareholders of the new agreements that would become effective in the event of one or more Change of Control Events would permit the Fund to benefit from the continuation of services by the Adviser, Sub-Advisers, and their affiliates throughout the Separation Plan without the need for multiple shareholder meetings. The Board was informed by the Adviser and its counsel that the Adviser obtained regulatory assurances from the staff of the U.S. Securities and Exchange Commission in March 2013 that they would not object to approval of future agreements by shareholders at a single shareholder meeting. Fund shareholders approved the future agreements in May 2013.

The IPO was completed in May 2013. ING Groep divested additional shares in Voya Financial, Inc. through four subsequent public offerings since May 2013, including a secondary common stock offering that closed on November 18, 2014 (the “November Transaction”). (In addition, concurrently with the November Transaction, Voya Financial, Inc. repurchased $175 million of its shares directly from ING Groep.) Upon the completion of the November Transaction and the concurrent direct share repurchase, ING Groep’s ownership in Voya Financial, Inc. was reduced from approximately 32.5% to approximately 19%. This was deemed to be a Change of Control Event that resulted in the termination of the Fund’s existing advisory and sub-advisory agreements (the “Prior Agreements”) at the close of business on November 18, 2014.

In light of the foregoing, on November 18, 2014 the Board, at an in-person meeting, approved new investment advisory and sub-advisory agreements (the “New Agreements”) for the Fund to replace the Prior Agreements upon termination. At that meeting, the Adviser represented that the agreements approved by the Board were not materially different from the agreements approved by shareholders of the Fund in 2013 and no single person or group of persons acting together was expected to gain “control” (as defined in the 1940 Act) of Voya Financial, Inc. As a result, shareholders of the Fund will not be asked to vote again on these new agreements with the Adviser and affiliated sub-advisers, including Voya IM.

To pursue the Fund’s investment objective, the Adviser may, at its discretion, allocate all or a portion of the Fund’s assets to each Sub-Adviser to manage, and may change the allocation of the Fund’s assets between the Sub-Advisers. At the November 18, 2014 meeting at which the Board made the determination to approve the New Agreements, the Adviser had not allocated any Fund assets to Voya IM to manage on a day-to-day basis. In the future, the Adviser may allocate all or a portion of the Fund’s assets to Voya IM. Each Sub-Adviser would make investment decisions for the assets it is allocated to manage and would be paid a sub-advisory fee based on the portion of the Fund’s average daily net assets it manages.

The decision by the Board, including a majority of the Independent Trustees, to approve the New Agreements was based on a determination by the Board that it would be in the best interests of the shareholders of the Fund for the Adviser and Sub-Advisers to continue providing investment advisory, sub-advisory, and related services for the Fund, without interruption, after the Change of Control Event.

Prior to its approval of the New Agreements, the Board reviewed, among other matters, the quality, extent and nature of the services currently being provided by the Adviser and IIMA and services that may be provided to the Fund in the future by Voya IM under the Prior Agreements and to be provided under the New Agreements. A substantial portion of this review was conducted as part of, and in conjunction with, the Board’s annual reviews of the Prior Agreements, which were most recently approved for continuation at the in-person meeting of the Board held on September 12, 2014. During the review process that led to its approval of the Prior Agreements on September 12, 2014, the Board was informed by the Adviser that it was likely the Board would be asked in the very near future to

38



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)



consider approval of the New Agreements. The Board further noted that the Change of Control Event would result in the Adviser’s and Voya IM’s loss of access to certain services and resources of ING Groep, which could adversely affect their businesses and profitability.

On September 12, 2014, the Board concluded, in light of all factors it considered, including undertakings by the Adviser relating to certain follow-up actions, to renew the Prior Agreements and that the fee rates set forth in the Prior Agreements were fair and reasonable. Among other factors, the Board considered: (1) the nature, extent and quality of services provided and to be provided under the Prior Agreements; (2) the extent to which economies of scale are reflected in fee rate schedules under the Prior Agreements; (3) the existence of any “fall-out” benefits to the Adviser, Sub-Advisers, and their affiliates; (4) a comparison of fee rates, expense ratios, and investment performance to those of similar funds; and (5) the costs incurred and profits realized by the Adviser and IIMA, and may be realized by Voya IM in the future, and their affiliates with respect to their services to the Fund.

A further description of the process followed by the Board in approving the Prior Agreements on September 12, 2014, including the information reviewed, certain material factors considered and certain related conclusions reached, is set forth above under the section titled “BOARD CONSIDERATION AND APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS.”

In connection with its approval of the New Agreements, on November 18, 2014 the Board considered its conclusions in connection with its September 12, 2014 approvals of those Prior Agreements that were in effect on that date, including the Board’s assessment of the nature, extent and quality of services being provided or may be provided in the future and, as applicable, actions taken in certain instances to improve the relationship between the costs and the quality of services being provided. Also in connection with its November 18, 2014 approvals of the New Agreements, the Board considered a representation from the Adviser that there were no additional developments not already disclosed to the Board since September 12, 2014 that would be a material consideration to the Board in connection with its consideration of the New Agreements.

In addition, in determining whether to approve the New Agreements, the Board took into account the considerations set out below.

1)  
  The Independent Trustees solicited and received ongoing advice regarding the Board’s legal duties when approving the New Agreements from K&L Gates, their independent legal counsel, which law firm has extensive experience regarding such matters.

2)  
  The Board considered Management’s representations regarding its commitment to maintain appropriate levels of overall staffing, ongoing resources and service quality through the transactions under the Separation Plan and after the Change of Control Event. The Board noted that such services include, but are not limited to, portfolio management services, administrative services, and regulatory compliance services. In this regard, the Board considered representations by the Adviser and its affiliates that their separation from ING Groep, as contemplated by the Separation Plan, will not lead to a reduction in the quality or scope of these and other services provided by those firms to the funds in the Voya funds complex, including the Fund. The Board also considered that the importance of the asset management operations to the overall success of Voya Financial, Inc., which provides a strong incentive to Voya Financial, Inc. to provide appropriate resource allocations to support those asset management operations.

3)  
  The Board considered representations by the Adviser and its affiliates that approval of the New Agreements would be necessary for the Fund to continue receiving investment management services from the Adviser and Sub-Advisers following the November 18th Change of Control Event. In addition, the Board considered representations by the Adviser and its affiliates, as well as related supporting documentation, indicating that the New Agreements, including the fees payable thereunder, are substantially similar to and, in any event, are no less favorable to the Fund than, the terms of the corresponding Prior Agreements.

4)  
  The Board considered representations by the Adviser and its affiliates, including senior investment management personnel, as well as related supporting documentation, indicating that: (a) the Adviser and Sub-Advisers can be expected to provide services of the same nature, extent and quality under the New Agreements as were provided thereby under the Prior Agreements; and (b) the November 18th Change of Control Event is not expected to result in any changes to: (i) the management of the Fund, including the continuity of the Fund’s portfolio managers and other personnel responsible for the management operations of the Fund; or (ii) the investment objective of or the principal investment strategies used to manage the Fund.

5)  
  The Board considered actions taken by the Adviser subsequent to the September 12, 2014 approvals of the Prior Agreements with respect to certain Voya funds in response to requests made by the Board in connection with those approvals.

39



ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)


6)  
  The Board considered the potential benefits to be realized by the Adviser and its affiliates as a result of the New Agreements.

Based on the foregoing and other relevant considerations, at a meeting of the Board held on November 18, 2014, the Board, including a majority of the Independent Trustees, voted to approve the New Agreements. In this connection, the Board concluded that, in light of all factors considered, the terms of the New Agreements, including fee rates, were fair and reasonable, and the New Agreements should be approved so as to enable a continuation without interruption of the services being provided by the current service providers pursuant to the Prior Agreements. The Board noted that no one factor was determinative of its decisions which, instead, were premised upon the totality of factors considered. The Board also noted that different Board members likely placed emphasis on different factors in reaching their individual conclusions to vote in favor of the New Agreements.

40



ADDITIONAL INFORMATION (UNAUDITED)


During the period, there were no material changes in the Fund’s investment objective or policies that were not approved by the shareholders or the Fund’s charter or by-laws or in the principal risk factors associated with investment in the Fund other than that listed below.

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 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-Adviser to be at least investment grade. The financial condition of the borrower will be monitored by the 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.

Effective May 1, 2014, Bas Peeters was removed and Kris Hermie was added as a portfolio manager of the Fund. Effective August 31, 2014, Edwin Cuppen was removed as a portfolio manager of the Fund. Additionally, effective November 1, 2014, Herman Klein was removed as a portfolio manager the Fund.

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 net asset value 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

41



ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)



the net asset value per Common Share on the payment date; provided that, if the net asset value 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 net asset value per 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 net asset value per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the net asset value 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 un-invested portion of the Dividend amount in Newly Issued Common Shares at the net asset value per common share at the close of business on the Last Purchase Date provided that, if the net asset value 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 should be directed to the Fund’s Shareholder Service Department at (800) 992-0180.

Key Financial Dates — Calendar 2015 Distributions:

Declaration Date
  Ex Date
    Record Date
    Payable Date
15-Jan-15
         2-Feb-15              4-Feb-15              17-Feb-15    
17-Feb-15
         2-Mar-15              4-Mar-15              16-Mar-15    
16-Mar-15
         1-Apr-14              6-Apr-15              15-Apr-15    
15-Apr-15
         1-May-15              5-May-15              15-May-15    
15-May-15
         1-Jun-15              3-Jun-15              15-Jun-15    
15-Jun-15
         1-Jul-15              6-Jul-15              15-Jul-15    
15-Jul-15
         3-Aug-15              5-Aug-15              17-Aug-15    
17-Aug-15
         1-Sep-15              3-Sep-15              15-Sep-15    
15-Sep-15
         1-Oct-15              5-Oct-15              15-Oct-15    
15-Oct-15
         2-Nov-15              4-Nov-15              16-Nov-15    
16-Nov-15
         1-Dec-15              3-Dec-15              15-Dec-15    
15-Dec-15
         29-Dec-15              31-Dec-15              15-Jan-16    
 

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: IGD).

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

42



ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)



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, 2015 was 100, which does not include approximately 45,589 beneficial owners of shares held in the name of brokers of 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 August 1, 2014 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 Forms N-CSR and N-Q, relating to, among other things, the Fund’s disclosure controls and procedures and internal controls over financial reporting.

43



Investment Adviser
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258

Administrator
Voya Funds Services, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258

Transfer Agent
Computershare Shareowner Services LLC
480 Washington Boulevard
Jersey City, New Jersey 07310-1900

Independent Registered Public Accounting Firm
KPMG LLP
Two Financial Center
60 South Street
Boston, Massachusetts 02111

Custodian
The Bank of New York Mellon
One Wall 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

AR-IGD    (0215-042415)



 
 

 

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 10(a)(1), Exhibit 99.CODE ETH.

 

Item 3.Audit Committee Financial Expert.

 

The Board of Trustees has determined that Colleen D. Baldwin, Peter S. Drotch, Patrick W. Kenny, Joseph E. Obermeyer, and Roger B. Vincent are audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Baldwin, Mr. Drotch, Mr. Kenny, Mr. Obermeyer and Mr. Vincent are “independent” for purposes of Item 3 of Form N-CSR

 

Item 4.Principal Accountant Fees and Services.

 

(a)Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP (“KPMG”), the principal accountant for the audit of the registrant’s annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $26,600 for the year ended February 28, 2015 and $26,600 for the year ended February 28, 2014.

 

(b)Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by KPMG 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 $2,525 for the year ended February 28, 2015 and $2,400 for the year ended February 28, 2014.

 

(c)Tax Fees: The aggregate fees billed in each the last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were $10,210 in the year ended February 28, 2015 and $9,870 in the year ended February 28, 2014. Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state and excise tax returns, tax services related to mergers and routine consulting.

 

(a)All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item were $2,194 for the year ended February 28, 2015 and $67 for the year ended February 28, 2014.

 

(e)(1)Audit Committee Pre-Approval Policies and Procedures

 

 
 

 

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.

 

 
 

 

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-SAR 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.

 

Part of KPMG’s performance of an audit in accordance with standards of the Public Company Accounting Oversight Board (US) includes their responsibility to maintain and monitor auditor independence with respect to the Voya funds. Using a proprietary system called Sentinel, the audit team is able to identify and manage potential conflicts of interest across the member firms of the KPMG International Network and prevent the provision of prohibited services to the Voya entities that would impair KPMG independence with the respect to the Voya funds. KPMG requests pre-approval from the Voya funds Audit Committee for services provided to the Voya funds and for services to affiliated entities that relate to the financial reporting or nature of operations of the Voya Funds. Additionally, KPMG provides an annual summary of the fees for services that have commenced for Voya funds and Affiliates.

 

 
 

 

Last Approved: November 20, 2014

 

 
 

 

Appendix A

Pre-Approved Audit Services for the Pre-Approval Period January 1, 2015through December 31, 2015

 

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 $13,750 per audit
Audit of summary portfolio of investments Not to exceed $525 per fund

 

 
1For 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.