Annual Report

 

February 28, 2026

 

Voya Infrastructure, Industrials and Materials Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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INVESTMENT MANAGEMENT

 

voyainvestments.com 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed Distribution Policy

 

The Fund was granted exemptive relief by the U.S. Securities and Exchange Commission (the “Order”), which under the Investment Company Act of 1940, as amended (the “1940 Act”), permits the Fund to include realized long-term capital gains as a part of its regular distributions to Common Shareholders more frequently than once per taxable year (“Managed Distribution Policy”). Pursuant to the Order, the Fund’s Board of Trustees (the “Board”) approved the Managed Distribution Policy and the Fund adopted the policy which allows the Fund to make periodic distributions of long-term capital gains.

 

Under the Managed Distribution Policy, the Fund makes monthly distributions of an amount equal to $0.100 per share. You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Plan.

 

The Managed Distribution Policy will be subject to periodic review by the Fund’s Board and the Board may amend or terminate the Managed Distribution Policy at any time without prior notice to the Fund’s shareholders; any such change or termination may have an adverse effect on the market price of the Fund’s shares.

 

The Fund may distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may include a return of capital. A return of capital may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amounts and sources of distribution and other related information. The amounts and sources of the distributions contained in a notice and press release are only estimates and are not provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 

 

 

 

 

TABLE OF CONTENTS

  

Principal Investment Strategies and Portfolio Managers’ Commentary 1
Report of Independent Registered Public Accounting Firm 5
Statement of Assets and Liabilities 6
Statement of Operations 7
Statements of Changes in Net Assets 8
Financial Highlights 9
Notes to Financial Statements 10
Portfolio of Investments 19
Tax Information 26
Shareholder Meeting Information 27
Trustee and Officer Information 28
Advisory and Sub-Advisory Contract Approval Discussion 34
Principal Risks 38
Additional Information 43

 

 

 

 

 

 

 

 

 

 

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PROXY VOTING INFORMATION

 

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

 

QUARTERLY PORTFOLIO HOLDINGS

 

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

 

 

 

 

  Benchmark Descriptions

 

Index Description
MSCI All Country World IndexSM A free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets.

 

 

 

 

Principal Investment Strategies and
Portfolio Managers’ Commentary
Voya Infrastructure, Industrials
And Materials Fund

 

Voya Infrastructure, Industrials and Materials Fund (the “Fund”) is a diversified closed-end fund that seeks total return through a combination of current income, capital gains and capital appreciation.

 

The Fund seeks to achieve its investment objective by investing in companies that own and/or operate infrastructure facilities in the infrastructure sector, and in a broad range of companies, principally in the industrials and materials sectors, that the Sub-Adviser believes will benefit from the building, renovation, expansion and utilization of infrastructure.

 

Portfolio Management*: The Fund is managed by Susanna Jacob, Russell Shtern, CFA, and Kai Yee Wong, Portfolio Managers, Voya Investment Management Co. LLC — the Sub-Adviser.

 

Equity Portfolio Construction: Under normal circumstances, the Fund invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in the equity securities of, or derivatives having economic characteristics similar to the equity securities of, issuers in three broad market sectors -- infrastructure, industrials and materials. The Fund will provide shareholders with at least 60 days’ prior notice of any change in its 80% investment policy. For purposes of satisfying its 80% investment policy, the Fund may also invest in derivatives and other synthetic instruments and other investment companies, including exchange-traded funds (“ETFs”), as applicable, that provide investment exposure to, or exposure to risk factors associated with, the investment focus that the Fund’s name suggests.

     
  Geographic Diversification
as of February 28, 2026
 
  (as a percentage of net assets)  
  United States     46.6 %  
  Japan     8.1 %  
  Canada     5.7 %  
  France     5.1 %  
  China     4.3 %  
  Germany     4.0 %  
  United Kingdom     3.5 %  
  Sweden     2.8 %  
  Australia     2.5 %  
  Spain     2.1 %  
  Countries between 0.0% - 1.9%^     14.2 %  
  Assets in Excess of Other Liabilities*     1.1 %  
  Net Assets     100.0 %  
             

     
* Includes short-term investments and exchange-traded funds.

  ^ Includes 23 countries, which each represents 0.0% - 1.9% of net assets.
    Portfolio holdings are subject to change daily.
     

The Sub-Adviser seeks to construct a diversified portfolio of equity securities, with a focus on companies that will potentially benefit from increased government and private infrastructure spending, particularly in the areas of power, construction, materials, food and water, communications and transportation.

 

The Sub-Adviser has constructed a portfolio that is a broad universe of global companies that operate in sectors and sub-sectors related to these investment themes. The Sub-Adviser will seek to identify, through an active quantitative investment strategy, companies that are most attractive within its regions or sector, as applicable, using proprietary fundamental sector specific models. The Sub-Adviser uses optimization techniques to seek to achieve the overall portfolio investment objectives.

 

   
  Top Ten Holdings
as of February 28, 2026

(as a percentage of net assets)
  GE Aerospace 1.7%
  Cisco Systems, Inc. 1.4%
  ABB Ltd. 1.4%
  Rolls-Royce Holdings PLC 1.3%
  iShares MSCI ACWI ETF 1.3%
  Deutsche Telekom AG 1.3%
  Safran SA 1.2%
  Parker-Hannifin Corp. 1.2%
  Siemens AG 1.2%
  Caterpillar, Inc. 1.1%
     
  Portfolio holdings are subject to change daily.
   

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

 

Option Strategy: Under normal circumstances, the Fund will also seek to secure gains and enhance the stability of returns over a market cycle by writing (selling) call options on selected indices and/or ETFs.

 

 

The underlying value against which such calls will be written may vary depending on the cash flow requirements of the portfolio and on the Sub-Adviser’s assessment of market conditions, generally within a range of 15% to 50% of the value of the Fund’s portfolio.

 

 1

 

 

Voya Infrastructure, Industrials Principal Investment Strategies and
And Materials Fund Portfolio Managers’ Commentary

 

The Fund expects to write (sell) call options primarily with shorter maturities (typically ten days to three months until expiration) generally, “at-the-money,” “out-of-the-money” or “near-the-money,” in exchange-listed option markets or over-thecounter markets with major international banks, broker-dealers and financial institutions. The Fund may write (sell) call options on either the value of subsets of equity securities in its portfolio or selected equity securities held in its portfolio.

 

Performance: Based on net asset value (“NAV”), the Fund provided a total return of 39.01% for the year ended February 28, 2026.(1) This NAV return reflects an increase in the Fund’s NAV from $11.48 on February 28, 2025 to $14.42 on February 28, 2026, after taking into account distributions. Based on its share price, the Fund provided a total return of 50.08% for the year ended February 28, 2026.(1) This share price return reflects an increase in the Fund’s share price from $10.53 on February 28, 2025 to $14.28 on February 28, 2026, after taking into account distributions. The Fund is not benchmarked to an index but uses the MSCI All Country World IndexSM (“MSCI ACWI IndexSM”) as a reference index, which returned 24.19% for the reporting period. During the year, the Fund made distributions totaling $1.20 per share which were characterized as $1.18 per share from net realized gains, $0.01 per share from return of capital and $0.01 per share from net investment income.(2) As of February 28, 2026, the Fund had 15,156,320 shares outstanding.

 

Portfolio Specifics: Equity Portfolio(3): This is an actively managed, quantitative equity strategy focused on harnessing infrastructure-related themes including materials, transportation, food and water, power, construction and communications.

 

For the reporting period, the equity portfolio outperformed its reference index. Stock selection was strongest in Canada, Europe-Euro, and Europe-Non-Euro regions and weakest in the United States, Japan, and United Kingdom regions.

 

At the sector level, favorable stock selection within the materials, utilities, and communication services sectors contributed the most value. Stock selection in the information technology, industrials, and energy sectors detracted the most value.

 

At the individual stock level, key contributors were the overweight positions in Lundin Mining Corp., Delta Electronics, Inc., and AXIA Energia SA Non-Cum Perp Pfd Registered Shs. Key detractors for the period included not owning Corning Inc., and the underweight positions in Amphenol Corp. Class A and Caterpillar Inc.

 

Option Portfolio: The Fund’s covered call strategy seeks to generate premiums and retain some potential for upside appreciation. This strategy detracted from returns during the period as the positive performance of the equity markets resulted in losses on the short call options. The Fund implemented this strategy by typically writing call options on sector and regional ETFs, the selection and allocation of which result from an optimization intended to track closely the reference index of the Fund. The strike prices of the options written were typically at or near the money, with expiration dates around one month at inception.

 

Current Strategy and Outlook: In our view, as we look toward 2026, the opportunity set across infrastructure and cyclicals is really about where capital spending is holding up, rather than a broad global growth rebound. Equity market leadership in early 2026 has rotated notably toward cyclical sectors, with energy, materials, and industrials outpacing broader indices as investors anticipate that economic activity may be more resilient than feared. This rotation has coincided with the energy shock, resulting from the conflict with Iran, which has created both opportunities and challenges across the sector.

 

We believe, infrastructure remains supported by ongoing investment tied to productivity and supply chain resilience. In the United States, onshoring efforts, full expensing provisions, and continued spending on artificial intelligence (AI), automation, and digital infrastructure are driving activity across manufacturing capacity, logistics, and data infrastructure. In Asia, China's access to large scale, low cost electricity continues to support energy intensive industries and infrastructure tied to AI and data build outs, even as growth remains uneven.

 

In our view, the industrials sector is closely tied to these same themes. In the U.S., reshoring, productivity investment, and government spending initiatives continue to support activity. In other developed markets, select industrial segments benefit from fiscal programs and defense investment. Performance across the sector is less about a synchronized cycle and more about exposure to capital deployment and automation.

 

The energy outlook has shifted materially following the escalation of Middle East tensions and the disruption of critical shipping routes through the Straits of Hormuz. While longer-term supply-demand fundamental factors remain relatively balanced, in our opinion, near-term pricing will be heavily influenced by the duration and resolution of the geopolitical crisis.

 

 2

 

 

Principal Investment Strategies and
Portfolio Managers’ Commentary
Voya Infrastructure, Industrials
And Materials Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Effective October 31, 2025, Justin Montminy was removed as a portfolio manager to the Fund and Russell Shtern, CFA, and Kai Yee Wong were added as portfolio managers.

 

(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.

 

(3) For the practical management of the equity portfolio, we have identified the universe of companies whose businesses, we believe, fall within the six themes underlying the investment philosophy of the Fund: communications, construction, food and water, materials, power and transportation. Aside from indicating the primary opportunity set from which we select securities, the performance of this universe provides an internal reference benchmark against which the actual performance of the Fund’s equity portfolio can be compared. The custom benchmark consists of selected Global Industry Classification Standard (“GICS”) sectors, industry groups, industries and sub-industries of the MSCI ACWI IndexSM.

 

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

 

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

 

 3

 

 

Voya Infrastructure, Industrials Principal Investment Strategies and
And Materials Fund Portfolio Managers’ Commentary

 

 

 

Average Annual Total Returns for the Periods Ended February 28, 2026
  1 Year 5 Year 10 Year
Voya Infrastructure, Industrials and Materials Fund at Market Value      50.08%      14.33%       12.53%
MSCI All Country World IndexSM      24.19%      11.72%       12.97%

 

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

 

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

 

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

 

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

 

Fund holdings are subject to change daily.


 

 4

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Trustees of Voya Infrastructure, Industrials and Materials Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Voya Infrastructure, Industrials and Materials Fund (the “Fund”), including the portfolio of investments, as of February 28, 2026, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the seven years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at February 28, 2026, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the seven years in the period then ended, in conformity with U.S. generally accepted accounting principles.

 

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

 

Basis for Opinion

 

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

 

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

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2026, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

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

 

Boston, Massachusetts

April 22, 2026

 

 5

 

 

STATEMENT OF ASSETS AND LIABILITIES as of February 28, 2026

 

ASSETS:      
Investments in securities at fair value*   $ 219,001,758  
Short-term investments at fair value†     823,000  
Cash     5,143  
Foreign currencies at value‡     69,863  
Receivables:        
Investment securities sold     1,438,873  
Dividends     189,423  
Interest     198  
Foreign tax reclaims     279,225  
Prepaid expenses     8,176  
Other assets     9,045  
Total assets     221,824,704  
         
LIABILITIES:        
Payable for investment management fees     178,149  
Payable to trustees under the deferred compensation plan (Note 6)     9,045  
Payable for trustee fees     468  
Payable for foreign capital gains tax     78,759  
Other accrued expenses and liabilities     128,942  
Written options, at fair value^     2,917,739  
Total liabilities     3,313,102  
NET ASSETS   $ 218,511,602  
         
NET ASSETS WERE COMPRISED OF:        
Paid-in capital   $ 145,606,878  
Total distributable earnings     72,904,724  
NET ASSETS   $ 218,511,602  
         
* Cost of investments in securities   $ 144,067,379  
† Cost of short-term investments   $ 823,000  
‡ Cost of foreign currencies   $ 69,157  
^ Premiums received on written options   $ 999,901  
         
Net assets   $ 218,511,602  
Shares authorized     unlimited  
Par value   $ 0.010  
Shares outstanding     15,156,320  
Net asset value   $ 14.42  

 

See Accompanying Notes to Financial Statements

 6

 

 

STATEMENT OF OPERATIONS for the year ended February 28, 2026

 

INVESTMENT INCOME:    
Dividends, net of foreign taxes withheld*   $ 4,191,336  
Interest     1,293  
Other     1,089  
Total investment income     4,193,718  
         
EXPENSES:        
Investment management fees     2,058,320  
Transfer agent fees     27,871  
Shareholder reporting expense     101,723  
Professional fees     95,607  
Custody and accounting expense     56,160  
Trustee fees     4,680  
Miscellaneous expense     43,298  
Total expenses     2,387,659  
Waived and reimbursed fees     (90,619 )
Net expenses     2,297,040  
Net investment income     1,896,678  
         
REALIZED AND UNREALIZED GAIN (LOSS):        
Net realized gain (loss) on:        
Investments (net of foreign capital gains taxes withheld^)     22,037,728  
Foreign currency related transactions     (4,224 )
Written options     (3,574,984 )
Net realized gain     18,458,520  
         
Net change in unrealized appreciation (depreciation) on:        
Investments (net of foreign capital gains taxes accrued#)     44,911,794  
Foreign currency related transactions     37,579  
Written options     (2,620,663 )
Net change in unrealized appreciation (depreciation)     42,328,710  
Net realized and unrealized gain     60,787,230  
Increase in net assets resulting from operations   $ 62,683,908  
         
*   Foreign taxes withheld   $ 286,449  
^   Foreign capital gains taxes withheld   $ 107,664  
#   Increase in foreign capital gains taxes accrued   $ 50,634  

 

See Accompanying Notes to Financial Statements

 

 7

 

 

STATEMENTS OF CHANGES IN NET ASSETS

   

    Year Ended
February 28, 2026
    Year Ended
February 28, 2025
 
FROM OPERATIONS:                
Net investment income   $ 1,896,678     $ 2,331,800  
Net realized gain     18,458,520       8,823,949  
Net change in unrealized appreciation (depreciation)     42,328,710       3,871,487  
Increase in net assets resulting from operations     62,683,908       15,027,236  
                 
FROM DISTRIBUTIONS TO SHAREHOLDERS:                
Total distributions (excluding return of capital)     (18,052,663 )     (11,665,394 )
Return of capital     (134,921 )     (6,961,723 )
Total distributions     (18,187,584 )     (18,627,117 )
                 
FROM CAPITAL SHARE TRANSACTIONS:                
Net increase in net assets resulting from capital share transactions     —       —  
Net increase (decrease) in net assets     44,496,324       (3,599,881 )
                 
NET ASSETS:                
Beginning of year or period     174,015,278       177,615,159  
End of year or period   $ 218,511,602     $ 174,015,278  

 

See Accompanying Notes to Financial Statements

 

 8

 

 

FINANCIAL HIGHLIGHTS

 

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

 

      Per Share Operating Performance     Ratios and Supplemental Data  
          Income
(loss) from
investment
operations
      Less Distributions                                           Ratios to average
net assets
     
      Net
asset
value,
beginning
of year
or period
    Net
investment
income
(loss)
    Net
realized
and
unrealized
gain
(loss)
    Total
from
investment
operations
    From net
investment
income
    From
net
realized
gains
    From return of capital     Total distributions     Accretion to net asset value due to tender offer     Net asset value, end of year or period     Market value, end of year or period     Total investment return at net asset value(1)     Total investment return at market value(2)     Net assets, end of year or period 000’s     Gross
expenses
prior to
expense
waiver/
recoupment(3)
    Net
expenses
after
expense waiver/
recoupment(3),(4)
    Net
investment
income
(loss)(3),(4)
    Portfolio
turnover rate
 
Year or
period
ended
    ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     (%)     (%)     ($000’s)     (%)     (%)     (%)     (%)  
02-28-26       11.48       0.13 •     4.01       4.14       0.01       1.18       0.01       1.20       —       14.42       14.28       39.01       50.08       218,512       1.28       1.23       1.01       65  
02-28-25       11.72       0.15 •     0.84       0.99       0.20       0.57       0.46       1.23       —       11.48       10.53       9.92       17.70       174,015       1.28       1.22       1.32       67  
02-29-24       11.26       0.19 •     1.19       1.38       0.23       0.22       0.47       0.92       —       11.72       10.04       14.30       13.42       177,615       1.31       1.22       1.69       76  
02-28-23       12.53       0.23 •     (0.58)     (0.35)     0.19       0.18       0.55       0.92       —       11.26       9.72       (1.49)     (3.58)     176,800       1.25       1.22       2.00       72  
02-28-22       12.28       0.20 •     0.94       1.14       0.20       0.41       0.31       0.92       0.03       12.53       11.05       9.79       1.10       206,804       1.32       1.30       1.54       64  
02-28-21       11.60       0.18 •     1.42       1.60       0.15       —       0.77       0.92       —       12.28       11.76       16.49       28.50       227,471       1.23       1.22       1.57       58  
02-29-20       13.74       0.23       (1.33)     (1.10)     0.25       0.15       0.64       1.04       —       11.60       10.07       (7.93)     (13.53)     223,662       1.22       1.22       1.72       36  
02-28-19       16.38       0.23 •     (1.05)     (0.82)     0.22       1.60       —       1.82       —       13.74       12.70       (4.19)     (7.02)     264,942       1.23       1.23       1.56       78  
02-28-18       15.38       0.20       1.96       2.16       0.20       0.76       0.20       1.16       —       16.38       15.60       14.55       20.89       315,765       1.21       1.21       1.21       23  
02-28-17       13.59       0.20 •     2.98       3.18       0.21       0.13       1.05       1.39       —       15.38       13.88       26.18       33.53       296,598       1.22       1.22       1.37       32  

 

(1) Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the dividend reinvestment plan. Total investment return at net asset value is not annualized for periods less than one year.

(2) Total investment return at market value measures the change in the market value of your investment assuming reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the Fund’s dividend reinvestment plan. Total investment return at market value is not annualized for periods less than one year.

(3) Annualized for periods less than one year.

(4) The Investment Adviser has entered into a written expense limitation agreement with the Fund under which it will limit the expenses of the Fund (excluding interest, taxes, investment-related costs, leverage expenses, extraordinary expenses and acquired fund fees and expenses) subject to possible recoupment by the Investment Adviser within three years of being incurred.

• Calculated using average number of shares outstanding throughout the year or period.

 

See Accompanying Notes to Financial Statements

 9

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026

 

NOTE 1 — ORGANIZATION

 

Voya Infrastructure, Industrials and Materials Fund (the “Fund”) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is organized as a Delaware statutory trust.

 

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

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

A. Security Valuation. The Fund is open for business every day the New York Stock Exchange (“NYSE”) opens for regular trading (each such day, a “Business Day”). The net asset value (“NAV”) per share of the Fund is determined each Business Day as of the close of the regular trading session (“Market Close”), as determined by the Consolidated Tape Association (“CTA”), the central distributor of transaction prices for exchange-traded securities (normally 4:00 p.m. Eastern Time unless otherwise designated by the CTA). The NAV per share of the Fund is calculated by taking the value of the Fund’s assets, subtracting the Fund’s liabilities, and dividing by the number of shares that are outstanding. On days when the Fund is closed for business, Fund shares will not be priced and the Fund does not transact purchase and redemption orders. To the extent the Fund’s assets are traded in other markets on days when the Fund does not price its shares, the value of the Fund’s assets will likely change and you will not be able to purchase or redeem shares of the Fund.

 

Portfolio securities for which market quotations are readily available are valued at market value. Investments in open-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. The prospectuses of the open-end registered investment companies in which the Fund may invest explain the

circumstances under which they will use fair value pricing and the effects of using fair value pricing. Foreign securities’ prices are converted into U.S. dollar amounts using the applicable exchange rates as of Market Close.

 

When a market quotation for a portfolio security is not readily available or is deemed unreliable (for example when trading has been halted or there are unexpected market closures or other material events that would suggest that the market quotation is unreliable) and for purposes of determining the value of other Fund assets, the asset is priced at its fair value. The Board has designated the Investment Adviser, as the valuation designee, to make fair value determinations in good faith. In determining the fair value of the Fund’s assets, the Investment Adviser, pursuant to its fair valuation policy, may consider inputs from pricing service providers, broker-dealers, or the Fund’s sub-adviser(s). Issuer specific events, transaction price, position size, nature and duration of restrictions on disposition of the security, market trends, bid/ask quotes of brokers and other market data may be reviewed in the course of making a good faith determination of an asset’s fair value. Because trading hours for certain foreign securities end before Market Close, closing market quotations may become unreliable. The prices of foreign securities will generally be adjusted based on inputs from an independent pricing service that are intended to reflect valuation changes through the NYSE close. Because of the inherent uncertainties of fair valuation, the values used to determine the Fund’s NAV may materially differ from the value received upon actual sale of those investments. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in the Fund.

 

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

 

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

 

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

 

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

 10

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 11

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

  

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

greater with respect to securities of issuers in emerging markets.

 

D. Distributions to Shareholders. The Fund makes 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. Under the Managed Distribution Policy, the Fund may make periodic distributions of long-term capital gains more frequently than once per taxable year. Distributions are recorded on the ex-dividend date. Distributions are determined annually in accordance with federal tax regulations, which may differ from GAAP for investment companies.

 

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

 

E. Federal Income Taxes. It is the policy of the Fund to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, a U.S. federal income tax or excise tax provision is not required. Management has considered the sustainability of the Fund’s tax positions taken on U.S. federal income tax returns for all open tax years in making this determination. The Fund may utilize equalization accounting for tax purposes, whereby a portion of redemption payments are treated as distributions of income or gain.

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

 

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

 

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

 

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

 

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

 

Foreign Exchange Rate Risk. To the extent that the Fund invests directly in foreign (non-U.S.) currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those foreign (non-U.S.) currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged by the Fund through foreign currency exchange transactions. 

 12

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Currency rates may fluctuate significantly over short periods of time. Currency rates may be affected by changes in market interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities such as the International Monetary Fund, by the imposition of currency controls, or other political or economic developments in the United States or abroad.

 

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

 

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

to decrease, or hedge, exposures to market or credit risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

 

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

 

Generally, derivatives are sophisticated financial instruments whose performance is derived, at least in part, from the performance of an underlying asset or assets. Derivatives include, among other things, swap agreements, options, forwards and futures. Investments in derivatives are generally negotiated over-the-counter (“OTC”) with a single counterparty and as a result are subject to credit risks related to the counterparty’s ability or willingness to perform its obligations; any deterioration in the counterparty’s creditworthiness could adversely affect the value of the derivative. In addition, derivatives and their underlying securities may experience periods of illiquidity which could cause the Fund to hold a security it might otherwise sell, or to sell a security it otherwise might hold at inopportune times or at an unanticipated price. A manager might imperfectly judge the direction of the market. For instance, if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate to the market’s movements and may have unexpected or undesired results such as a loss or a reduction in gains.

 

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

 13

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

arrangements, established within the Fund’s International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements (“Master Agreements”). These agreements are with select counterparties and they govern transactions, including certain OTC derivative and forward foreign currency contracts, entered into by the Fund and the counterparty. The Master Agreements maintain provisions for general obligations, representations, agreements, collateral, and events of default or termination. The occurrence of a specified event of termination may give a counterparty the right to terminate all of its contracts and affect settlement of all outstanding transactions under the applicable Master Agreement.

 

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

 

The Fund’s maximum risk of loss from counterparty credit risk on OTC derivatives is generally the aggregate unrealized gain in excess of any collateral pledged by the counterparty to the Fund. For purchased OTC options, the Fund bears the risk of loss in the amount of the premiums paid and the change in market value of the options should the counterparty not perform under the contracts. The Fund did not enter into any purchased OTC options during the year ended February 28, 2026.

 

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, 2026, the total value of written OTC call options subject to Master

Agreements in liability position was $2,917,739. 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 pledge any cash collateral for its open written OTC call options at year end. There were no credit events for the year ended February 28, 2026 that triggered any credit related contingent features.

 

H. 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 generates premiums and seeks gains by writing options on ETFs or indexes on a portion of the value of the equity portfolio.

 

During the year ended February 28, 2026, the Fund had an average notional amount on written equity options of $66,252,688. Please refer to the table within the Portfolio of Investments for open written equity options at February 28, 2026.

 

I. 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 the proceeds from sales of investments for the year ended February 28, 2026, excluding short-term securities, were $122,735,421 and $142,856,889, respectively.

 

NOTE 4 — INVESTMENT MANAGEMENT FEES

 

The Fund has entered into an investment management agreement (“Management Agreement”) with the

 14

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

 

NOTE 4 — INVESTMENT MANAGEMENT FEES (continued)

 

Investment Adviser. The Investment Adviser has overall responsibility for the management of the Fund. The Investment Adviser oversees all investment management and portfolio management services for the Fund and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Fund, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services. This Management Agreement compensates the Investment Adviser with a management fee, payable monthly, based on an annual rate of 1.10% of the Fund’s average daily managed assets. For the 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, 2026 there were no preferred shares outstanding.

 

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

 

NOTE 5 — EXPENSE LIMITATION AGREEMENT

 

The Investment Adviser has entered into a written expense limitation agreement (“Expense Limitation Agreement”) with the Fund under which it will limit the expenses of the Fund, excluding interest, taxes, investment-related costs, leverage expenses, other expenses not incurred in the ordinary course of business, expenses of any counsel or other persons or services retained by the Fund's Board members who are not "interested persons," as that term is defined in the 1940 Act, and acquired fund fees and expenses to 1.22% of average daily managed assets.

The Investment Adviser may until March 1, 2026 recoup from the Fund for fees waived and/or other expenses reimbursed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Fund’s expense ratio does not exceed the percentage described above. Waived and reimbursed fees net of any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statement of Operations. Amounts payable by the Investment Adviser are reflected on the accompanying Statement of Assets and Liabilities.

 

As of February 28, 2026, the amounts of waived and/or reimbursed fees that are subject to possible recoupment by the Investment Adviser and the related expiration dates, are as follows:

 

  February 28 or 29,        
  2027     2028     2029     Total  
  $ 147,399     $ 99,617     $ 90,619     $ 337,635  

 

The Expense Limitation Agreement is contractual through March 1, 2026. Termination or modification of this obligation requires approval by the Board.

 

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

 

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

 

NOTE 7 — CAPITAL SHARES

 

For the years ended February 28, 2026 and February 28, 2025, the Fund had no capital shares activity.

 

Share Repurchase Program

 

Effective April 1, 2025, pursuant to an open-market share repurchase program, the Fund may purchase, over the period ending March 31, 2026, up to 10% of its stock in open-market transactions. Previously, pursuant to an open-

market share repurchase program effective April 1, 2024, the Fund could have purchased, over the one year period ended March 31, 2025, up to 10% of its stock in open-market transactions. The amount and timing of the repurchases will be at the discretion of the Fund’s management, subject to market conditions and investment considerations. There 

 15

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

 

NOTE 7 — CAPITAL SHARES (continued)

 

is no assurance that the Fund will purchase shares at any particular discount level or in any particular amounts. Any repurchases made under this program would be made on a national securities exchange at the prevailing market price, subject to exchange requirements and volume, timing and other limitations under federal securities laws. The share repurchase program seeks to enhance shareholder value

by purchasing shares trading at a discount from their NAV per share. The open-market share repurchase program does not obligate the Fund to repurchase any dollar amount or number of shares of its stock.

 

For the years ended February 28, 2026, and February 28, 2025, the Fund had no repurchases.

 

NOTE 8 — FEDERAL INCOME TAXES  

 

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

 

The following permanent tax differences have been reclassified as of the Fund's tax year ended December 31, 2025:

 

Paid-in     Distributable  
Capital     Earnings  
$ 1,759,705     $ (1,759,705 )

 

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

 

The tax composition of dividends and distributions in the current period will not be determined until after the Fund’s tax year-end of December 31, 2026. The composition of distributions presented below may differ from amounts presented elsewhere in this report due to differences in calculations between GAAP (book) and tax.

 

The tax composition of dividends and distributions paid as of the Fund's most recent tax year-ends was as follows:

 

Tax Year Ended     Tax Year Ended  
December 31, 2025     December 31, 2024  
Ordinary     Long-term     Return of     Ordinary     Long-term     Return of  
Income     Capital Gains     Capital     Income     Capital Gains     Capital  
$ 4,023,215     $ 13,019,218     $ 1,145,151     $ 4,460,584     $ 7,191,653     $ 7,414,414  

 

The tax-basis components of distributable earnings as of December 31, 2025, were:

 

Unrealized                 Total  
Appreciation/     Capital Loss           Distributable  
(Depreciation)     Carryforward     Other     Earnings/(Loss)  
$ 49,420,941     $ —     $ (1,556,606 )   $ 47,864,335  

 

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

 

As of February 28, 2026, no provision for income tax is required in the Fund’s financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue. Generally, the preceding four tax years remain subject to examination by these jurisdictions.

 

NOTE 9 — MARKET DISRUPTION AND GEOPOLITICAL RISK

 

The Fund is subject to the risk that geopolitical events will disrupt securities markets and adversely affect

global economies and markets. Due to the increasing interdependence among global economies and markets, conditions in one country, market, or region might adversely impact markets, issuers and/or foreign exchange rates in other countries, including the United States. Wars, terrorism,

 16

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

 

NOTE 9 — MARKET DISRUPTION AND GEOPOLITICAL RISK (continued)

 

global health crises and pandemics, trade disputes, tariffs and other restrictions on trade or economic sanctions, rapid technological developments (such as artificial intelligence technologies), and other geopolitical events that have led, and may continue to lead, to increased market volatility and may have adverse short- or long-term effects on U.S. and global economies and markets, generally. For example, the COVID-19 pandemic resulted in significant market volatility, exchange suspensions and closures, declines in global financial markets, higher default rates, supply chain disruptions, and a substantial economic downturn in economies throughout the world. The economic impacts of COVID-19 have created a unique challenge for real estate markets. Many businesses have either partially or fully transitioned to a remote-working environment and this transition may negatively impact the occupancy rates of commercial real estate over time. Natural and environmental disasters and systemic market dislocations are also highly disruptive to economies and markets. Military action by Russia in Ukraine, the prolonged conflict between Hamas and Israel, the Iranian conflict that commenced in February 2026, and political upheaval in Venezuela have resulted, and may continue to result, in sanctions, market disruptions, declines in regional and global stock markets, unusual volatility in global commodity markets, and disruptions to energy production or transportation, including through key shipping routes, any of which could adversely affect the value of the Fund's investments, including beyond the Fund's direct exposure to issuers in the affected regions. The escalation or expansion of hostilities including the involvement of additional nations, could introduce further uncertainty and volatility in global energy, commodity, and financial markets. The extent and duration of these conflicts, related sanctions, and resulting market disruptions are impossible to predict but could be substantial. A number of U.S. domestic banks and foreign (non-U.S.) banks have experienced financial difficulties and, in some cases, failures. There can be no certainty that the actions taken by regulators to limit the effect of those financial difficulties and failures on other banks or other financial institutions or on the U.S. or foreign (non-U.S.) economies generally will be successful. It is possible that more banks or other financial institutions will experience financial difficulties or fail, which may affect adversely other U.S. or foreign (non-U.S.) financial institutions and economies. These events as well as other changes in foreign (non-U.S.) and domestic economic, social, and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Fund’s investments. Any of these occurrences could disrupt the operations of the Fund and of the Fund’s

service providers. Recent technological developments in, and the increasingly widespread use of, artificial intelligence, including machine learning technology and generative artificial intelligence (“AI”), may pose risks to the Fund. For instance, the economy may be significantly impacted by the advanced development and increased regulation of AI. As AI is used more widely, the profitability and growth of Fund holdings may be impacted, which could significantly impact the overall performance of the Fund. The legal and regulatory frameworks within which AI operates continue to rapidly evolve, and it is not possible to predict the full extent of current or future risks related thereto.

 

NOTE 10 — SEGMENT REPORTING

 

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

 

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

 

NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENT

 

The Fund has adopted the provisions of Financial Accounting Standards Board Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 enhances income tax disclosures, including providing specific categories in rate reconciliation and income taxes paid. Upon evaluation, the adoption of the new accounting 

 17

 

NOTES TO FINANCIAL STATEMENTS as of February 28, 2026 (continued)

 

NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENT (continued)

 

standard does not materially impact the financial statement amounts or disclosures.

 

NOTE 12 — SUBSEQUENT EVENTS

 

Dividends: Subsequent to February 28, 2026, the Fund made distributions of:

 

Per Share   Declaration   Payable   Record
Amount   Date   Date   Date
$0.100   2/17/2026   3/16/2026   3/2/2026
$0.100   3/16/2026   4/15/2026   4/1/2026
$0.100   4/15/2026   5/15/2026   5/1/2026

 

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.

 

Expense Limitation Agreement: Effective March 1, 2026, the Fund has entered into an expense limitation agreement. The Investment Adviser is contractually obligated to limit expenses to 1.22% through March 1, 2027. The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent trustees. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Fund's Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by the Trust, without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

 

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

 18

 

Voya Infrastructure, Industrials
and Materials Fund

PORTFOLIO OF INVESTMENTS

as of February 28, 2026

 

Shares         Value     Percentage
of Net
Assets
COMMON STOCK: 98.4%  
      Australia: 2.5%              
3,779     Anglogold Ashanti PLC   $ 483,460     0.2  
30,600     BHP Group Ltd. - Class DI     1,241,600     0.6  
41,149     Fortescue Metals Group Ltd.     618,106     0.3  
10,896     Rio Tinto Ltd.     1,295,312     0.6  
324,854     South32 Ltd. - Class DI     1,064,180     0.5  
70,335     Transurban Group     717,042     0.3  
            5,419,700     2.5  
     Brazil: 0.8%              
182,400     TIM SA/Brazil     996,947     0.4  
5,205     Wheaton Precious Metals Corp.     848,147     0.4  
            1,845,094     0.8  
     Canada: 5.7%              
5,911     Agnico Eagle Mines Ltd.     1,484,759     0.7  
29,481     Barrick Mining Corp.     1,495,825     0.7  
1,227 (1)     Bombardier, Inc. - Class B     253,568     0.1  
14,055     Canadian National Railway Co.     1,577,214     0.7  
5,690     Canadian Pacific Kansas City Ltd.     498,232     0.2  
22,162     CCL Industries, Inc. - Class B     1,541,535     0.7  
886 (1)     Celestica, Inc.     246,031     0.1  
6,460     Keyera Corp.     246,551     0.1  
33,583     Kinross Gold Corp.     1,241,344     0.6  
2,803     Lundin Gold, Inc.     264,200     0.1  
5,790     Pan American Silver Corp.     397,220     0.2  
10,392     Stantec, Inc.     962,215     0.4  
4,895     TC Energy Corp.     314,539     0.2  
12,415     Teck Resources Ltd. - Class B     729,127     0.3  
7,401     WSP Global, Inc.     1,253,729     0.6  
            12,506,089     5.7  
      Chile: 0.8%              
6,902,714     Enel Americas SA     620,890     0.3  
37,612     Lundin Mining Corp.     1,198,356     0.5  
            1,819,246     0.8  
      China: 4.3%              
128,000     Beijing Enterprises Holdings Ltd.     575,670     0.3  
85,800 (2)     BOC Aviation Ltd.     952,867     0.4  
548,000     China Communications Services Corp. Ltd. - Class H     311,085     0.2  
14,100     China Gold International Resources Corp. Ltd.     369,147     0.2  
211,400 (2)     China Tower Corp. Ltd. - Class H     300,806     0.1  
96,000     CMOC Group Ltd. - Class H     295,338     0.1  
4,700     Contemporary Amperex Technology Co. Ltd. - Class H     296,995     0.1  
1,030,000     Fosun International Ltd.     508,561     0.2  
Shares         Value     Percentage
of Net
Assets
COMMON STOCK: (continued)  
      China (continued)              
426,000     Guangdong Investment Ltd.   $ 414,955     0.2  
378,000     Kunlun Energy Co. Ltd.     405,196     0.2  
160,800     NARI Technology Co. Ltd. - Class A     639,987     0.3  
74,600     Sany Heavy Industry Co. Ltd. - Class A     251,595     0.1  
12,109     Shanghai BOCHU Electronic Technology Corp. Ltd. - Class A     267,566     0.1  
105,200     Shanghai International Airport Co. Ltd. - Class A     467,787     0.2  
78,000     Weichai Power Co. Ltd. - Class H     324,582     0.2  
138,100     Yangzijiang Shipbuilding Holdings Ltd.     472,022     0.2  
52,300     Yealink Network Technology Corp. Ltd. - Class A     286,245     0.1  
74,800     Yintai Gold Co. Ltd. - Class A     339,413     0.2  
79,800     Zhejiang Chint Electrics Co. Ltd. - Class A     384,141     0.2  
309,000     Zhejiang Longsheng Group Co. Ltd. - Class A     738,587     0.3  
130,000     Zijin Mining Group Co. Ltd. - Class H     744,102     0.4  
            9,346,647     4.3  
      Denmark: 0.1%              
6,491     Vestas Wind Systems A/S     165,938     0.1  
                     
      Finland: 0.7%              
2,743     Kone Oyj - Class B     206,804     0.1  
31,334     Wartsila Oyj Abp     1,360,667     0.6  
            1,567,471     0.7  
      France: 5.0%              
2,649     Aeroports de Paris     369,626     0.2  
7,594     Air Liquide SA     1,596,831     0.7  
7,467     Airbus SE     1,621,481     0.7  
2,916     Cie de Saint-Gobain     295,513     0.1  
7,552     Eiffage SA     1,302,286     0.6  
15,690     Engie SA     536,019     0.2  
1,242     Legrand SA     224,960     0.1  
8,659     Rexel SA     375,003     0.2  
6,762     Safran SA     2,723,320     1.2  
35,252     Veolia Environnement SA     1,492,807     0.7  
3,736     Vinci SA     620,124     0.3  
            11,157,970     5.0  
      Germany: 4.1%              
20,280     Daimler Truck Holding AG     1,023,210     0.5  
68,087     Deutsche Telekom AG, Reg     2,734,385     1.3  
90     Rheinmetall AG     178,036     0.1  
10,716     RWE AG     689,346     0.3  
8,812     Siemens AG, Reg     2,547,936     1.2  
8,288     Siemens Energy AG     1,605,201     0.7  
            8,778,114     4.1  
      Greece: 0.3%              
33,238     Public Power Corp. SA     743,834     0.3  

 

See Accompanying Notes to Financial Statements 

 19

 

Voya Infrastructure, Industrials
and Materials Fund

PORTFOLIO OF INVESTMENTS

as of February 28, 2026 (continued)

 

Shares         Value     Percentage
of Net
Assets
COMMON STOCK: (continued)  
      Hong Kong: 0.1%              
20,500     Swire Pacific Ltd. - Class A   $ 220,210     0.1  
                     
      India: 1.9%              
184,384     Bharat Electronics Ltd.     902,827     0.4  
13,482     Coromandel International Ltd.     329,256     0.2  
5,369     Cummins India Ltd.     289,533     0.1  
224,891     GAIL India Ltd.     419,646     0.2  
16,010     Hindustan Aeronautics Ltd.     688,645     0.3  
12,801     Pidilite Industries Ltd.     210,125     0.1  
107,999     Power Grid Corp. of India Ltd.     355,125     0.2  
2,132     Solar Industries India Ltd.     316,952     0.1  
104,927     Tata Steel Ltd.     245,331     0.1  
45,888     UPL Ltd.     321,932     0.2  
            4,079,372     1.9  
      Israel: 0.1%              
342     Elbit Systems Ltd.     264,141     0.1  
                     
      Italy: 1.0%              
6,917     Leonardo SpA     466,006     0.2  
1,026,671 (1)     Telecom Italia SpA/Milano     770,373     0.4  
76,898     Terna - Rete Elettrica Nazionale     925,337     0.4  
            2,161,716     1.0  
      Japan: 8.1%              
107,000     Asahi Kasei Corp.     1,261,041     0.6  
38,800     Central Japan Railway Co.     1,145,207     0.5  
53,000     Chubu Electric Power Co., Inc.     895,118     0.4  
14,800     FANUC Corp.     670,146     0.3  
37,200     Hitachi Ltd.     1,217,828     0.6  
37,900     Japan Airlines Co. Ltd.     783,080     0.4  
60,700     JFE Holdings, Inc.     854,480     0.4  
4,600     Keyence Corp.     1,938,678     0.9  
8,500     Komatsu Ltd.     408,003     0.2  
27,200     Makita Corp.     1,052,462     0.5  
159,500     Mitsubishi Chemical Group Corp.     1,183,608     0.5  
13,400     Mitsubishi Heavy Industries Ltd.     427,164     0.2  
46,700     Nitto Denko Corp.     1,082,994     0.5  
9,600     Shimadzu Corp.     267,211     0.1  
20,500     Shin-Etsu Chemical Co. Ltd.     807,117     0.4  
500     SMC Corp.     239,177     0.1  
21,700     SoftBank Group Corp.     555,649     0.2  
29,500     Sumitomo Corp.     1,252,663     0.6  
28,300     TDK Corp.     437,190     0.2  
28,800     Yokogawa Electric Corp.     1,148,745     0.5  
            17,627,561     8.1  
      Kuwait: 0.1%              
110,100     Mobile Telecommunications Co. KSCP     194,569     0.1  
Shares         Value     Percentage
of Net
Assets
COMMON STOCK: (continued)  
      Mexico: 0.1%              
3,385 (1)     Industrias Penoles SAB de CV   $ 215,479     0.1  
                     
      Netherlands: 0.7%              
263,097     Koninklijke KPN NV     1,495,606     0.7  
                     
      Peru: 0.1%              
6,432     Cia de Minas Buenaventura SAA, ADR     280,885     0.1  
                     
      Philippines: 0.1%              
17,640     SM Investments Corp.     215,663     0.1  
                     
      Qatar: 0.5%              
163,461     Ooredoo QPSC     608,646     0.3  
99,823     Qatar Electricity & Water Co. QSC     404,392     0.2  
            1,013,038     0.5  
      Russia: —%              
267,141 (1)(3)     Alrosa PJSC     —     —  
4,101,092 (1)(3)     Inter RAO UES PJSC     —     —  
124,960 (1)(3)     Mobile TeleSystems PJSC     —     —  
            —     —  
      South Africa: 0.8%              
7,374     Anglo American PLC     367,909     0.2  
13,927     Gold Fields Ltd.     816,206     0.4  
20,208     Harmony Gold Mining Co. Ltd.     459,828     0.2  
            1,643,943     0.8  
      South Korea: 1.4%              
8,119     Doosan Bobcat, Inc.     366,108     0.2  
399     HD Hyundai Electric Co. Ltd.     291,292     0.1  
684     HD Hyundai Heavy Industries Co. Ltd.     286,442     0.1  
2,098     HD Korea Shipbuilding & Offshore Engineering Co. Ltd.     656,266     0.3  
4,920     Korea Electric Power Corp.     197,755     0.1  
956     LG Chem Ltd.     277,984     0.1  
3,625     LG Corp.     271,256     0.1  
68,924     LG Uplus Corp.     792,950     0.4  
            3,140,053     1.4  
      Spain: 2.1%              
9,725     ACS Actividades de Construccion y Servicios SA     1,254,864     0.6  
49,336 (2)     Aena SME SA     1,554,982     0.7  
16,553 (2)     Cellnex Telecom SA     629,109     0.3  
12,018     Iberdrola SA     283,664     0.1  
17,414     Naturgy Energy Group SA     541,982     0.3  
68,031     Telefonica SA     308,732     0.1  
            4,573,333     2.1  
      Sweden: 2.8%              
12,714 (1)     Boliden AB     1,007,810     0.5  
8,344     Epiroc AB - Class A     250,658     0.1  
22,728     Skanska AB - Class B     696,769     0.3  

 

See Accompanying Notes to Financial Statements

 20

 

Voya Infrastructure, Industrials
and Materials Fund

PORTFOLIO OF INVESTMENTS

as of February 28, 2026 (continued)

 

Shares         Value     Percentage
of Net
Assets
COMMON STOCK: (continued)  
    Sweden (continued)              
46,732     SKF AB - Class B   $ 1,335,820     0.6  
43,612     Tele2 AB - Class B     920,395     0.4  
69,364     Telefonaktiebolaget LM Ericsson - Class B     801,847     0.4  
89,652     Telia Co. AB     460,257     0.2  
17,345     Volvo AB - Class B     674,867     0.3  
            6,148,423     2.8  
      Switzerland: 1.6%              
32,131     ABB Ltd., Reg     2,992,561     1.4  
6,874     DSM-Firmenich AG     490,940     0.2  
            3,483,501     1.6  
      Taiwan: 1.5%              
8,000     Accton Technology Corp.     352,043     0.2  
32,000     Delta Electronics, Inc.     1,443,002     0.6  
393,000     Far Eastern New Century Corp.     361,498     0.2  
127,000     Hon Hai Precision Industry Co. Ltd.     971,397     0.4  
36,000     Zhen Ding Technology Holding Ltd.     238,009     0.1  
            3,365,949     1.5  
      Thailand: 0.4%              
22,900     Advanced Info Service PCL     279,832     0.1  
59,200     Delta Electronics Thailand PCL     530,184     0.3  
            810,016     0.4  
      United Arab Emirates: 0.2%              
495,336     Dubai Electricity & Water Authority PJSC     404,766     0.2  
                     
      United Kingdom: 3.5%              
70,889     BAE Systems PLC     2,024,281     0.9  
84,000     CK Hutchison Holdings Ltd.     691,639     0.3  
12,321     DCC PLC     859,171     0.4  
12,200     National Grid PLC     228,222     0.1  
154,643     Rolls-Royce Holdings PLC     2,780,812     1.3  
25,311     Smiths Group PLC     935,760     0.4  
149,094     Vodafone Group PLC     229,580     0.1  
            7,749,465     3.5  
      United States: 46.6%              
7,912     AECOM     775,218     0.4  
7,090     Ameren Corp.     803,155     0.4  
5,798     American Electric Power Co., Inc.     775,888     0.4  
8,824     AMETEK, Inc.     2,110,877     1.0  
5,521     Amphenol Corp. - Class A     806,397     0.4  
15,523 (1)     Arista Networks, Inc.     2,072,320     1.0  
60,870     AT&T, Inc.     1,704,969     0.8  
18,133     Baker Hughes Co.     1,183,360     0.5  
1,997 (1)     Bloom Energy Corp. - Class A     310,873     0.1  
3,646 (1)     Boeing Co.     829,574     0.4  
572     Carlisle Cos., Inc.     225,808     0.1  
3,140     Caterpillar, Inc.     2,332,486     1.1  
910 (1)     Ciena Corp.     317,317     0.1  
38,034     Cisco Systems, Inc.     3,022,182     1.4  
Shares         Value     Percentage
of Net
Assets
COMMON STOCK: (continued)  
      United States (continued)              
37,697     CNH Industrial NV   $ 463,673     0.2  
191     Comfort Systems USA, Inc.     273,010     0.1  
2,178     Constellation Energy Corp.     718,479     0.3  
7,994     Corteva, Inc.     640,479     0.3  
5,227     CSX Corp.     223,141     0.1  
387     Deere & Co.     243,698     0.1  
14,264     Delta Air Lines, Inc.     937,145     0.4  
5,748     Dominion Energy, Inc.     362,929     0.2  
8,366     Duke Energy Corp.     1,094,691     0.5  
20,565     DuPont de Nemours, Inc.     1,029,073     0.5  
5,744     Eaton Corp. PLC     2,159,284     1.0  
4,082     Ecolab, Inc.     1,258,685     0.6  
22,586     Edison International     1,688,078     0.8  
1,201     EMCOR Group, Inc.     870,269     0.4  
13,244     Emerson Electric Co.     1,996,533     0.9  
8,801     Entergy Corp.     942,675     0.4  
11,341     Evergy, Inc.     948,788     0.4  
17,962     Eversource Energy     1,368,884     0.6  
30,030     Exelon Corp.     1,485,584     0.7  
4,185 (1)     F5, Inc.     1,135,642     0.5  
2,711     FedEx Corp.     1,049,157     0.5  
5,049 (1)     Flex Ltd.     318,188     0.1  
28,912     Fortive Corp.     1,711,590     0.8  
23,882     Freeport-McMoRan, Inc.     1,625,887     0.7  
10,997     GE Aerospace     3,763,833     1.7  
2,590     GE Vernova, Inc.     2,262,624     1.0  
1,089     General Dynamics Corp.     388,827     0.2  
16,544     Graco, Inc.     1,553,812     0.7  
36,749     Halliburton Co.     1,322,964     0.6  
2,220     HEICO Corp.     709,201     0.3  
12,760     Holcim AG     1,173,043     0.5  
8,795     Honeywell International, Inc.     2,142,374     1.0  
4,270     Howmet Aerospace, Inc.     1,121,003     0.5  
820     Hubbell, Inc.     419,537     0.2  
1,782     IDEX Corp.     373,276     0.2  
19,781     Ingersoll Rand, Inc.     1,862,183     0.9  
9,008     Johnson Controls International PLC     1,299,854     0.6  
5,878 (1)     Keysight Technologies, Inc.     1,806,486     0.8  
32,458     Kinder Morgan, Inc.     1,079,878     0.5  
2,351     Linde PLC US     1,194,496     0.6  
323     Lockheed Martin Corp.     212,560     0.1  
12,514     Newmont Corp.     1,626,820     0.7  
16,712     NextEra Energy, Inc.     1,567,084     0.7  
34,697     NiSource, Inc.     1,641,168     0.8  
3,843     Nordson Corp.     1,127,690     0.5  
19,130     ONEOK, Inc.     1,583,390     0.7  
2,605     Parker-Hannifin Corp.     2,628,914     1.2  
11,846     Pentair PLC     1,175,005     0.5  
86,685     PG&E Corp.     1,647,015     0.8  
2,829     PPG Industries, Inc.     348,731     0.2  
9,764     Raytheon Technologies Corp.     1,978,382     0.9  
3,283 (1)     Rocket Lab Corp.     226,855     0.1  
2,282     Rockwell Automation, Inc.     929,801     0.4  

 

See Accompanying Notes to Financial Statements

 21

 

Voya Infrastructure, Industrials
and Materials Fund

PORTFOLIO OF INVESTMENTS

as of February 28, 2026 (continued)

 

Shares         Value     Percentage
of Net
Assets
COMMON STOCK: (continued)  
      United States (continued)              
5,714     RPM International, Inc.   $ 652,082     0.3  
6,154     Schneider Electric SE     2,011,188     0.9  
11,213     Smurfit WestRock PLC     527,123     0.2  
1,360     Targa Resources Corp.     320,688     0.2  
16,459     Textron, Inc.     1,623,680     0.7  
7,401     T-Mobile US, Inc.     1,606,683     0.7  
3,246     Trane Technologies PLC     1,500,691     0.7  
211     TransDigm Group, Inc.     274,889     0.1  
30,149 (1)     Uber Technologies, Inc.     2,273,838     1.0  
8,624     Union Pacific Corp.     2,285,187     1.1  
5,837 (1)     United Airlines Holdings, Inc.     620,473     0.3  
33,410     Verizon Communications, Inc.     1,675,177     0.8  
6,150     Vertiv Holdings Co. - Class A     1,567,573     0.7  
5,044     Vistra Corp.     877,101     0.4  
2,919     Westinghouse Air Brake Technologies Corp.     770,470     0.4  
23,069     Williams Cos., Inc.     1,723,716     0.8  
5,549     Xcel Energy, Inc.     462,565     0.2  
            101,755,916     46.6  
      Zambia: 0.4%              
26,773 (1)     First Quantum Minerals Ltd.     801,590     0.4  
      Total Common Stock
(Cost $140,931,539)
    214,995,298     98.4  
                     
EXCHANGE-TRADED FUNDS: 1.3%  
18,811     iShares MSCI ACWI ETF     2,772,365     1.3  
      Total Exchange-Traded Funds
(Cost $2,389,968)
    2,772,365     1.3  
                     
PREFERRED STOCK: 0.5%  
      Brazil: 0.5%              
94,300     Axia Energia     1,234,095     0.5  
      Total Preferred Stock
(Cost $745,872)
    1,234,095     0.5  
      Total Long-Term Investments
(Cost $144,067,379)
    219,001,758     100.2  
Shares         Value     Percentage
of Net
Assets
SHORT-TERM INVESTMENTS: 0.4%  
      Mutual Funds: 0.4%              
823,000 (4)     Morgan Stanley Institutional Liquidity Funds - Government Portfolio (Institutional Share Class), 3.590%
(Cost $823,000)
  $ 823,000     0.4  
      Total Short-Term Investments
(Cost $823,000)
  $ 823,000     0.4  
      Total Investments in Securities
(Cost $144,890,379)
  $ 219,824,758     100.6  
      Liabilities in Excess of Other Assets     (1,313,156 )   (0.6 )
      Net Assets   $ 218,511,602     100.0  

 

ADR American Depositary Receipt

 

(1) Non-income producing security.

(2) Securities with purchases pursuant to Rule 144A or section 4(a)(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers.

(3) For fair value measurement disclosure purposes, security is categorized as Level 3, whose value was determined using significant unobservable inputs.

(4) Rate shown is the 7-day yield as of February 28, 2026.

 

Sector Diversification   Percentage
of Net Assets
Industrials     48.4 %
Materials     18.0  
Utilities     12.6  
Information Technology     8.4  
Communication Services     7.5  
Energy     4.0  
Exchange-Traded Funds     1.3  
Short-Term Investments     0.4  
Liabilities in Excess of Other Assets     (0.6 )
Net Assets     100.0 %

 

Portfolio holdings are subject to change daily.

 

See Accompanying Notes to Financial Statements

 22

 

Voya Infrastructure, Industrials
and Materials Fund

PORTFOLIO OF INVESTMENTS

as of February 28, 2026 (continued)

 

Fair Value Measurements^

 

The following is a summary of the fair valuations according to the inputs used as of February 28, 2026 in valuing the assets and liabilities:

 

    Quoted Prices
in Active Markets
for Identical
Investments
(Level 1)
    Significant Other
Observable
Inputs#
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Fair Value
at
February 28, 2026
 
Asset Table                                
Investments, at fair value                                
Common Stock                                
Australia   $ —     $ 5,419,700     $ —     $ 5,419,700  
Brazil     1,845,094       —       —       1,845,094  
Canada     12,506,089       —       —       12,506,089  
Chile     1,819,246       —       —       1,819,246  
China     —       9,346,647       —       9,346,647  
Denmark     —       165,938       —       165,938  
Finland     —       1,567,471       —       1,567,471  
France     —       11,157,970       —       11,157,970  
Germany     —       8,778,114       —       8,778,114  
Greece     —       743,834       —       743,834  
Hong Kong     —       220,210       —       220,210  
India     688,645       3,390,727       —       4,079,372  
Israel     —       264,141       —       264,141  
Italy     —       2,161,716       —       2,161,716  
Japan     —       17,627,561       —       17,627,561  
Kuwait     194,569       —       —       194,569  
Mexico     215,479       —       —       215,479  
Netherlands     —       1,495,606       —       1,495,606  
Peru     280,885       —       —       280,885  
Philippines     215,663       —       —       215,663  
Qatar     404,392       608,646       —       1,013,038  
Russia     —       —       —       —  
South Africa     —       1,643,943       —       1,643,943  
South Korea     —       3,140,053       —       3,140,053  
Spain     541,982       4,031,351       —       4,573,333  
Sweden     —       6,148,423       —       6,148,423  
Switzerland     —       3,483,501       —       3,483,501  
Taiwan     —       3,365,949       —       3,365,949  
Thailand     —       810,016       —       810,016  
United Arab Emirates     —       404,766       —       404,766  
United Kingdom     —       7,749,465       —       7,749,465  
United States     98,571,685       3,184,231       —       101,755,916  
Zambia     801,590       —       —       801,590  
Total Common Stock     118,085,319       96,909,979       —       214,995,298  
Exchange-Traded Funds     2,772,365       —       —       2,772,365  
Preferred Stock     1,234,095       —       —       1,234,095  
Short-Term Investments     823,000       —       —       823,000  
Total Investments, at fair value   $ 122,914,779     $ 96,909,979     $ —     $ 219,824,758  
Liabilities Table                                
Other Financial Instruments+                                
Written Options   $ —     $ (2,917,739 )   $ —     $ (2,917,739 )
Total Liabilities   $ —     $ (2,917,739 )   $ —     $ (2,917,739 )

 

^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.
# The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a portion of the Fund’s investments are categorized as Level 2 investments.

+ Other Financial Instruments may include open forward foreign currency contracts, futures, centrally cleared swaps, OTC swaps and written options. Forward foreign currency contracts, futures and centrally cleared swaps are fair valued at the unrealized appreciation (depreciation) on the instrument. OTC swaps and written options are valued at the fair value of the instrument.

 

See Accompanying Notes to Financial Statements

23

 

Voya Infrastructure, Industrials
and Materials Fund

PORTFOLIO OF INVESTMENTS

as of February 28, 2026 (continued)

 

At February 28, 2026, the following OTC written equity options were outstanding for Voya Infrastructure, Industrials and Materials Fund:

 

Description   Counterparty   Put/
Call
  Expiration
Date
  Exercise
Price
    Number of
Contracts
    Notional
Amount
  Premiums
Received
    Fair Value  
iShares MSCI EAFE ETF   UBS AG   Call   03/19/26   USD 105.350       138,395     USD 14,584,065   $ 167,333     $ (219,876 )
iShares MSCI EAFE ETF   UBS AG   Call   03/19/26   USD 105.870       138,395     USD 14,584,065     135,655       (178,836 )
iShares MSCI Emerging Markets ETF   UBS AG   Call   03/19/26   USD 62.110       113,040     USD 7,074,043     107,298       (197,805 )
State Street Industrial Select Sector SPDR ETF   UBS AG   Call   03/05/26   USD 167.520       83,202     USD 14,738,402     212,515       (821,023 )
State Street Industrial Select Sector SPDR ETF   UBS AG   Call   03/05/26   USD 168.350       83,202     USD 14,738,403     180,781       (754,389 )
State Street Materials Select Sector SPDR ETF   UBS AG   Call   03/05/26   USD 50.250       96,000     USD 5,127,360     106,080       (308,164 )
State Street Utilities Select Sector SPDR ETF   UBS AG   Call   03/05/26   USD 43.550       110,777     USD 5,287,386     90,239       (437,646 )
                                      $ 999,901     $ (2,917,739 )

 

Currency Abbreviations:

 

USD — United States Dollar

 

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

 

The fair value of derivative instruments as of February 28, 2026 was as follows:

 

Derivatives not accounted for as hedging instruments   Location on Statement
of Assets and Liabilities
  Fair Value  
           
Liability Derivatives            
Equity contracts   Written options, at fair value   $ 2,917,739  
Total Liability Derivatives       $ 2,917,739  

 

The effect of derivative instruments on the Fund's Statement of Operations for the year ended February 28, 2026 was as follows:

 

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

 

Derivatives not accounted for as hedging instruments   Written
options
 
Equity contracts   $ (3,574,984 )
Total   $ (3,574,984 )

 

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

 

Derivatives not accounted for as hedging instruments   Written
options
 
Equity contracts   $ (2,620,663 )
Total   $ (2,620,663 )

 

See Accompanying Notes to Financial Statements

24

 

Voya Infrastructure, Industrials
and Materials Fund

PORTFOLIO OF INVESTMENTS

as of February 28, 2026 (continued)

 

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, 2026:

 

    UBS AG  
Liabilities:        
Written options   $ 2,917,739  
Total Liabilities   $ 2,917,739  
Net OTC derivative instruments by counterparty, at fair value   $ (2,917,739 )
Total collateral pledged by the Fund/(Received from counterparty)   $ —  
Net Exposure(1)   $ (2,917,739 )

 

(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.

 

At February 28, 2026, the aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments on a tax basis were:

 

Cost for U.S. federal income tax purposes was $144,133,310.
Net unrealized appreciation consisted of:        
Gross Unrealized Appreciation   $ 77,586,269  
Gross Unrealized Depreciation     (4,735,912 )
Net Unrealized Appreciation   $ 72,850,357  

 

See Accompanying Notes to Financial Statements

25

 

TAX INFORMATION (Unaudited)

 

Dividends and distributions paid during the tax year ended December 31, 2025 were as follows:

 

Fund Name Type Per Share Amount
Voya Infrastructure, Industrials and Materials Fund NII $0.0189
  STCG $0.1308
  LTCG $0.8590
  ROC $0.1913

 

NII — Net investment income

STCG — Short-term capital gain

LTCG — Long-term capital gain

ROC — Return of capital

 

Of the ordinary distributions made during the tax year ended December 31, 2025, 32.31% qualifies for the dividends received deduction (DRD) available to corporate shareholders.

 

For the tax year ended December 31, 2025, 85.54% of ordinary income dividends paid by the Fund are designated as qualifying dividend income (QDI) subject to reduced income tax rates for individuals.

 

For the tax year ended December 31, 2025, the Fund designates $13,019,218 of long-term capital gain distributions as 20% rate long-term capital gain dividends under Internal Revenue Code Section 852(b)(3)(C).

 

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, 2025:

 

Creditable
Foreign
Taxes Paid
Per Share
Amount
Portion of Ordinary Income
Derived from Foreign
Sourced Income*
$321,622 $0.0212 45.49%

 

* 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)

 

A meeting of shareholders of Voya Infrastructure, Industrials and Materials Fund was held July 29, 2025, at the offices of Voya Investment Management, 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258.

 

Proposal:

 

1. To elect three nominees to the Board of Trustees to the Fund as Class I Trustees.

 

    Proposal     Shares voted for     Shares voted
against or
withheld
    Shares
abstained
    Broker
non-vote
    Total Shares
Voted
 
Voya Infrastructure, Industrials and Materials Fund                                    
                                     
John V. Boyer   1     11,823,182.000     266,858.000     221,473.000     0.000     12,311,513.000  
                                     
Dennis Johnson, CFA   1     11,804,444.000     282,716.000     224,353.000     0.000     12,311,513.000  
                                     
Mark Wetzel   1     11,814,077.000     273,084.000     224,352.000     0.000     12,311,513.000  

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. The Statement of Additional Information includes additional information about Trustees of the Trust and is available, without charge, upon request at (800) 992-0180.

 

Name, Address and Age   Position(s)
Held with the
Trust
  Term of Office and
Length of Time
Served(1)
  Principal
Occupation(s) –
During the Past 5 Years
 

Number of

funds in
Fund
Complex

Overseen
by
Trustee(2)

  Other Board Positions
Held by Trustee
Independent Trustees:
 
Colleen D. Baldwin
(1960)

7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Trustee   January 2008-Present   President, Glantuam Partners, LLC, a business consulting firm (January 2009–Present).   124   Stanley Global Engineering (2020–Present).
                     
John V. Boyer
(1953)

7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Trustee   January 2008–Present   Retired.   124   None.
                     
Jody T. Foster
(1969)

7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Trustee   September 2025 – Present   Founder and Chief Executive Officer, Symphony Consulting, an investment operations consulting firm to private asset managers and wealth management firm (2010 – Present). Formerly, Independent Director, Hussman Investment Trust, a registered investment company fund complex (2016 – 2025); Independent Director, Forum CRE Income Fund, a registered investment company (April 2021 – January 2022).   124   Diamond Hill Funds (13 funds) (2022 – Present).
                     
Dennis A. Johnson
(1960)

7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Trustee   July 2025–Present   Non-Executive Director, Namib Minerals (April 2025 – Present). Formerly, Independent Director, EasyKnock, a real estate company (December 2023 – November 2024); Director of Investments, West Coast Financial (May 2022 – December 2023); Independent Director, Glass Lewis & Co., a provider of governance, proxy research and stewardship services (March 2022 – November 2023).   124   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
Joseph E. Obermeyer
(1957)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
 

Chairperson

 

Trustee

 

January 1, 2025–Present

 

May 2013–Present

  Retired. Formerly, President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999– December 2024).   124   None.
                     
Christopher P. Sullivan
(1954)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Trustee   October 2015–Present   Retired.   124   None.
                     
Mark R. Wetzel
(1961)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Trustee   July 2025-Present   Retired. Formerly, President, Fiducient Advisors, an investment adviser (April 2006 – May 2024).   124   None.

29

 

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

 

Trustee who is an “Interested Person”

 

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
Christian G. Wilson
(1968)
5780 Powers Ferry Rd. NW
Atlanta, GA 30327
  Trustee   September 2025 - Present   President and Chief/ Executive Officer, Voya Funds Services, LLC, Voya Capital, LLC and Voya Investments, LLC (September 2024 – Present); Head of Product and Strategy, Voya Investment Management (June 2024 – Present). Formerly, Head of Global Client Portfolio Management, Voya Investment Management (March 2023 – June 2024); Head of Fixed Income Client Portfolio Management, Voya Investment Management (July 2017 – March 2023).   124   Director, President, and Chief Executive Officer, Voya Funds Services, LLC, Voya Capital, LLC and Voya Investments, LLC (September 2024 – 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 Credit Income Fund; 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 Government Money Market Portfolio; Voya Infrastructure, Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya Investors Trust; Voya Mutual Funds; Voya Partners, Inc.; Voya Separate Portfolios Trust; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust. The number of funds in the Fund Complex is as of March 31, 2025.

 

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
Christian G. Wilson
(1968)
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
  President and Chief/ Principal Executive Officer   September 2024-Present   Director, President and Chief Executive Officer, Voya Funds Services, LLC, Voya Capital, LLC and Voya Investments, LLC (September 2024 – Present); Head of Product and Strategy, Voya Investment Management (June 2024 – Present). Formerly, Head of Global Client Portfolio Management, Voya Investment Management (March 2023 – June 2024); Head of Fixed Income Client Portfolio Management, Voya Investment Management (July 2017 – March 2023).
             
Jonathan Nash
(1967)
230 Park Avenue
New York, New York 10169
  Executive Vice President and Chief Investment Risk Officer   March 2020–Present   Head of Investment Risk for Equity and Funds, Voya Investment Management (April 2024 – Present); Executive Vice President and Chief Investment Risk Officer, Voya Investments, LLC (March 2020 – Present). Formerly, Senior Vice President, Investment Risk Management, Voya Investment Management (March 2017 – March 2024); Vice President, Voya Investments, LLC (September 2018 – March 2020).
             
Steven Hartstein
(1963)
230 Park Avenue
New York, New York 10169
  Chief Compliance Officer   December 2022-Present   Senior Vice President, Voya Investment Management (December 2022 – Present). Formerly, Head of Funds Compliance, Brighthouse Financial, Inc. and Chief Compliance Officer – Brighthouse Funds and Brighthouse Investment Advisers, LLC (March 2017- December 2022).
             
Todd Modic
(1967)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Senior Vice President, Chief/ Principal Financial Officer and Assistant Secretary   November 2007–Present   Director and Senior Vice President, Voya Capital, LLC, and Voya Funds Services, LLC (September 2022 – Present); Director, Voya Investments, LLC (September 2022 – Present); Senior Vice President, Voya Investments, LLC (April 2005 – Present). Formerly, President, Voya Funds Services, LLC (March 2018 – September 2022).
             

Kimberly A. Anderson  

(1964)

7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258

  Senior Vice President   November 2007–Present   Senior Vice President, Voya Investments, LLC (September 2003 – Present).
             
Sara M. Donaldson
(1959)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Senior Vice President   June 2022–Present   Senior Vice President, Voya Investments, LLC (February 2022 – Present); Senior Vice President, Head of Active Ownership, Voya Investment Management (September 2021 – Present). Formerly, Vice President, Voya Investments, LLC (October 2015 – February 2022); Vice President, Head of Proxy Voting, Voya Investment Management (October 2015 – August 2021).
             
Jason Kadavy
(1976)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Senior Vice President   September 2023-Present   Senior Vice President, Voya Investments, LLC and Voya Funds Services, LLC (September 2023 – Present); Formerly, Vice President, Voya Investments, LLC (October 2015 - September 2023); Vice President, Voya Funds Services, LLC (July 2007 – September 2023).
             
Joanne F. Osberg
(1982)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
 

Senior Vice President

 

Secretary

 

March 2023-Present

 

September 2020-Present

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

31

 

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

 

Name, Address and Age   Position(s)
Held with the
Trust
 

Term of Office and
Length of Time

Served(1)

  Principal Occupation(s) – During the Past 5 Years
Andrew K. Schlueter
(1976)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Senior Vice President   June 2022-Present   Senior Vice President, Head of Investment Operations Support, Voya Investment Management (April 2023 – Present); Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Vice President, Voya Investments, LLC and Voya Funds Services, LLC (March 2018-Present); Formerly, Vice President, Head of Mutual Fund Operations, Voya Investment Management (March 2022 – March 2023); Vice President, Head of Mutual Fund Operations, Voya Investment Management (February 2018 – February 2022).
             
Fred Bedoya
(1973)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Vice President Principal Accounting Officer and Treasurer   September 2012-Present   Vice President, Voya Investments, LLC (October 2015 – Present); Vice President, Voya Funds Services, LLC (July 2012 – Present).
             
Robyn L. Ichilov
(1967)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Vice President   November 2007–Present   Vice President, Voya Investments, LLC (August 1997 – Present); Vice President, Voya Funds Services, LLC (November 1995 – Present).
             
Erica McKenna
(1972)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Vice President   June 2022-Present   Vice President, Head of Mutual Fund Compliance, and Chief Compliance Officer, Voya Investments, LLC (May 2022 – Present). Formerly, Vice President, Fund Compliance Manager, Voya Investments, LLC (March 2021 – May 2022); Assistant Vice President, Fund Compliance Manager, Voya Investments, LLC (December 2016 – March 2021).
             
Caitlin E. Robinson
(1983)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Vice President and Assistant Secretary   September 2025 – Present   Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (August 2024 – Present). Formerly, Senior Counsel, Putnam Investments (January 2015 – July 2024).
             
Craig Wheeler
(1969)
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258
  Vice President   May 2013-Present   Vice President–Director of Tax, Voya Investments, LLC (October 2015–Present).
             
Gizachew Wubishet
(1976)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
 

Vice President

 

Assistant Secretary

 

March 2024-Present

 

June 2022-Present

  Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2024 – Present). Formerly, Assistant Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (May 2019 – February 2024); Attorney, Ropes & Gray LLP (October 2011 – April 2019).
             
Freddee McGough
(1965)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
  Assistant Vice President   November 2019-Present   Assistant Vice President, Voya Investment Management (September 2001–Present).
             
Monia Piacenti
(1976)
One Orange Way
Windsor, Connecticut 06095
  Anti-Money Laundering Officer   June 2018-Present   Compliance Manager, Voya Financial, Inc. (March 2023 – Present); Anti-Money Laundering Officer, Voya Investments Distributor, LLC, Voya Investment Management and Voya Investment Management Trust Co. (June 2018 – Present). Formerly, Compliance Consultant, Voya Financial, Inc. (January 2019 – February 2023).

32

 

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

 

(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.

33

 

ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)

 

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

 

At a meeting held on November 13, 2025, the Board of Trustees (“Board”) of Voya Infrastructure, Industrials and Materials Fund (the “Fund”), including a majority of the Board members who have no direct or indirect interest in the investment management and sub-advisory contracts, and who are not “interested persons” of the Fund, as such term is defined under the Investment Company Act of 1940, as amended (the “Independent Trustees”), considered and approved the renewal of the investment management contract (the “Management Contract”) between Voya Investments, LLC (the “Manager”) and the Fund, and the sub-advisory contract (the “Sub-Advisory Contract,” and together with the Management Contract, the “Contracts”) with Voya Investment Management Co. LLC, the sub-adviser to the Fund (the “Sub-Adviser”), for an additional one-year period ending November 30, 2026.

 

In addition to the Board meeting on November 13, 2025, the Independent Trustees also held meetings outside the presence of representatives of the Manager and Sub-Adviser (collectively, such persons are referred to herein as “management”) on October 16, 2025 and November 11, 2025. At those meetings, the Board members reviewed and considered materials related to the proposed continuance of the Contracts that they had requested and believed to be relevant to the renewal of the Contracts in light of their own business judgment and the legal advice furnished to them by K&L Gates LLP, their independent legal counsel. The Board also considered information furnished to it throughout the year at meetings of the Board and its committees, including information regarding performance, expenses, and other relevant matters. While the Board considered the renewal of the management contracts and sub-advisory contracts for all of the applicable investment companies in the Voya family of funds at the same meetings, the Board considered each Voya fund’s investment management and sub-advisory relationships separately.

 

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

 

The Contracts Committee oversees, and annually

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

 

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

 

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

 

Nature, Extent and Quality of Services

 

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

 

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


34 

 

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

 

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

 

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

 

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

 

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

 

Fund Performance

 

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

 

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

 

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

 

Economies of Scale

 

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

 

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

 

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

 

Fee Schedules, Profitability, and Fall-out Benefits

 

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


35 

 

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

 

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

 

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

 

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

 

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

 

Fund Analysis

 

Set forth below are certain of the specific factors that the Board considered at its October 16, 2025, November 11, 2025, and/or November 13, 2025 meetings in relation to approving the Fund’s Contracts and the conclusions reached by the Board. These specific factors are in addition to those considerations discussed above. The performance data provided to the Board primarily was for various periods ended March 31, 2025. In addition, the Board also considered at its October 16, 2025, November 11, 2025, and/or November 13, 2025 meetings certain additional data regarding the Fund’s more recent performance and asset levels. The Fund’s management fee rate and expense ratio were compared to the management fee rates and expense ratios of the funds in its Selected Peer Group. With respect to the quintile rankings noted below, the first quintile represents the range of funds with the highest performance or the lowest management fee rate or expense ratio, as applicable, and the fifth quintile represents the range of funds with the lowest performance or the highest management fee rate or expense ratio, as applicable.

 

In considering whether to approve the renewal of the Contracts for the Fund, the Board was provided with information showing that the Fund seeks to construct a diversified portfolio with an options overlay that is intended to enhance returns over a full market cycle, but may lag the broader markets during upswings, and reviewed the difference between the Fund’s performance and the hypothetical model performance of the Fund’s options overlay strategy applied to the Fund’s performance benchmark during different market conditions. The Board also considered that, based on performance data for the periods ended March 31, 2025: (1) the Fund is ranked in the second quintile of its Morningstar category for the year-to-date period, the third quintile for the five-year period, the fourth quintile for the one-year and three-year periods, and the fifth quintile for the ten-year period; and (2) the Fund underperformed its performance benchmark for all periods presented, with the exception of the year-to-date period, during which it outperformed.

 


36 

 

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

 

In analyzing this performance data, the Board took into account: (1) the impact of security selection on the Fund’s performance during certain periods; (2) management’s representations regarding the impact of the Fund’s options overlay strategy on its performance; and (3) management’s representations regarding the competitiveness of the Fund’s performance during certain periods.

 

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

 

Board Conclusions

 

After its deliberation, the Board concluded that, in its business judgment, the terms of the Contracts are fair and reasonable to the Fund and that approval of the continuation of the Contracts is in the best interests of the Fund and its shareholders. In doing so, the Board reviewed all factors it considered to be material, including those discussed above. Within the context of its overall conclusions regarding the Contracts, and based on the information provided and management’s related representations, the Board concluded that it was satisfied with management’s responses relating to the Fund’s investment performance and the fees payable under the Contracts. During this renewal process, each Board member may have accorded different weight to various factors in reaching his or her conclusions. Based on these conclusions and other factors, the Board voted to renew the Contracts for the Fund for the year ending November 30, 2026.

 


37 

 

ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited)

  

Principal Risks

 

You could lose money on an investment in the Fund. Any of the following risks, among others, could affect Fund performance or cause the Fund to lose money or to underperform market averages of other funds. The principal risks are presented in alphabetical order to facilitate readability, and their order does not imply that the realization of one risk is more likely to occur or have a greater adverse impact than another risk.

 

Company: The price of a company’s stock could decline or underperform for many reasons including, among others, poor management, financial problems, reduced demand for the company’s goods or services, regulatory fines and judgments, or business challenges. If a company is unable to meet its financial obligations, declares bankruptcy, or becomes insolvent, its stock could become worthless.

 

Currency: To the extent that the Fund invests directly or indirectly in foreign (non-U.S.) currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those foreign (non-U.S.) currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged by the Fund through foreign currency exchange transactions. Currency rates may fluctuate significantly over short periods of time. Currency rates may be affected by changes in market interest rates, intervention (or the failure to intervene) by The U.S. or foreign (non-U.S) governments, central banks or supranational entities such as the International Monetary Fund, by the imposition of currency controls, or other political or economic developments in the United States or abroad.

 

Derivative instruments: Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying asset, reference rate, or index, credit risk with respect to the counterparty, risk of loss due to changes in market interest rates, liquidity risk, valuation risk, and volatility risk. The amounts required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the Fund. Therefore, the purchase of certain derivatives may have an economic leveraging effect on the Fund and exaggerate any increase or decrease in the net asset value. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging purposes, the change in value of a derivative may not correlate as expected with the asset, reference rate, or index being hedged. When used as an alternative or substitute for direct cash investment, the return provided by the derivative may not provide the same return as direct cash investment. Generally, derivatives are sophisticated financial instruments whose performance is derived, at

 

least in part, from the performance of an underlying asset, reference rate, or index. Derivatives include, among other things, swap agreements, options, forward foreign currency exchange contracts, and futures. Certain derivatives in which the Fund may invest may be negotiated over-the-counter with a single counterparty and as a result are subject to credit risks related to the counterparty’s ability or willingness to perform its obligations; any deterioration in the counterparty’s creditworthiness could adversely affect the value of the derivative. In addition, derivatives and their underlying instruments may experience periods of illiquidity which could cause the Fund to hold a position it might otherwise sell, or to sell a position it otherwise might hold at an inopportune time or price. A manager might imperfectly judge the direction of the market. For instance, if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate to the market’s movements and may have unexpected or undesired results such as a loss or a reduction in gains. The U.S. government has enacted legislation that provides for regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union (and other jurisdictions outside of the European Union, including the United Kingdom) has implemented or is in the process of implementing similar requirements, which may affect the Fund when it enters into a derivatives transaction with a counterparty organized in that jurisdiction or otherwise subject to that jurisdiction’s derivatives regulations. Because these requirements continue to evolve, their ultimate impact remains unclear. Central clearing is expected to reduce counterparty credit risk and increase liquidity; however, there is no assurance that it will achieve that result, and, in the meantime, central clearing and related requirements expose the Fund to different kinds of costs and risks.

 

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

 

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


38 

 

ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

 

companies on the basis of ESG factors. It is possible that the Fund will have less exposure to certain companies due to the Sub-Adviser’s assessment of ESG factors than other comparable mutual funds. There can be no assurance that an investment selected by the Sub-Adviser, which includes its consideration of ESG factors, where available, will provide more favorable investment performance than another potential investment, and such an investment may, in fact, underperform other potential investments.

 

Focused Investing: To the extent that the Fund invests a substantial portion of its assets in securities related to a particular industry, sector, market segment, or geographic area, the Fund may be more sensitive to financial, economic, business, political, regulatory, and other developments and conditions, including natural or other disasters, affecting issuers in a particular industry, sector, market segment, or geographic area in which the Fund focuses its investments, and if securities of such industry, sector, market segment, or geographic area fall out of favor, the Fund could underperform, or be more volatile than, a fund that has greater diversification.

 

Industrials Sector: Companies involved in the industrials sector include those whose businesses are dominated by one of the following activities: the manufacture and distribution of capital goods, including aerospace and defense, construction, engineering and building products, electrical equipment, and industrial machinery; the provision of commercial services and supplies, including printing, employment, environmental, and office services; and the provision of transportation services, including airlines, couriers, marine, road and rail, and transportation infrastructure. Companies involved in the industrials sector are affected by changes in the supply and demand for products and services, product obsolescence, claims for environmental damage or product liability, and general economic conditions, among other factors.

 

Infrastructure Sector: Investments in companies in the infrastructure sector are subject to the risks of adverse economic, regulatory, political, legal, demographic, environmental, and other developments affecting the success of projects that those companies operate or finance. Companies involved in the infrastructure sector may be adversely affected by, among other things, high interest costs related to capital construction programs, costs associated with environmental and other regulations, difficulty in raising adequate capital on reasonable terms, economic slowdown, surplus capacity, increased competition, fluctuating and rising fuel prices, and the effects of energy conservation policies, among other factors.

 

Materials Sector: Companies involved in the materials sector includes companies in the following industry groups:

 

forestry and paper, chemicals, industrial metals, and mining. Investments in companies involved in the materials sector may be adversely impacted by changes in commodity prices or exchange rates, depletion of resources, over-production, litigation, and government regulations, among other factors. The chemicals industry may be significantly affected by intense competition, product obsolescence, raw materials prices, and government regulation, and may be subject to risks associated with the production, handling, disposal of hazardous components, and litigation and claims arising out of environmental contamination.

 

Foreign (Non-U.S.) Investments/Developing and Emerging Markets: Investing in foreign (non-U.S.) securities or depositary receipts may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies due, in part, to: smaller markets; differing reporting, accounting, auditing and financial reporting standards and practices; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations, currency blockage, or replacement; potential for default on sovereign debt; and political changes or diplomatic developments, which may include the imposition of economic sanctions (or the threat of new or modified sanctions) or other measures by the U.S. or other governments and supranational organizations. Depositary receipts are subject to risks of foreign (non-U.S.) investments and might not always track the price of the underlying foreign (non-U.S.) security. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. To the extent the Fund invests in securities of issuers in markets outside the U.S., its share price may be more volatile than if it invested in securities of issuers in the U.S. market due to, among other things, the following factors: comparatively unstable political, social and economic conditions and limited or ineffectual judicial systems; wars; comparatively small market sizes, making securities less liquid and securities prices more sensitive to the movements of large investors and more vulnerable to manipulation; governmental policies or actions, such as high taxes, restrictions on currency movements, replacement of currency, potential for default on sovereign debt, trade or diplomatic disputes, which may include the imposition of economic sanctions (or the threat of new or modified sanctions) or other measures by the U.S. or other governments and supranational organizations, creation of monopolies, and seizure of private property through confiscatory taxation and expropriation or nationalization of company assets; incomplete, outdated, or unreliable information about securities issuers due to less stringent market regulation and accounting, auditing and financial reporting standards and practices; comparatively


39 

 

ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

 

undeveloped markets and weak banking and financial systems; market inefficiencies, such as higher transaction costs, and administrative difficulties, such as delays in processing transactions; and fluctuations in foreign currency exchange rates, which could reduce gains or widen losses.

 

Economic or other sanctions imposed on a foreign (non-U.S.) country or issuer by the U.S. or on the U.S. by a foreign (non-U.S.) country, could impair the Fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. In addition, foreign withholding or other taxes could reduce the income available for distribution to shareholders, and special U.S. tax considerations could apply to foreign (non-U.S.) investments. Depositary receipts are subject to risks of foreign (non-U.S.) investments and might not always track the price of the underlying foreign (non-U.S.) security. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. Foreign (non-U.S.) investment risks may be greater in developing and emerging markets than in developed markets.

 

Foreign (non-U.S.) investment risks may be greater in developing and emerging markets than in developed markets, for such reasons as social or political unrest, heavy economic dependence on international aid, agriculture or exports (particularly commodities), undeveloped or overburdened infrastructures and legal systems, vulnerability to natural disasters, significant and unpredictable government intervention in markets or the economy, volatile currency exchange rates, currency devaluations, runaway inflation, business practices that depart from norms for developed countries, and generally less developed or liquid markets. In certain emerging market countries, governments participate to a significant degree, through ownership or regulation, in their respective economies. Action by these governments could have a significant adverse effect on market prices of securities and payments of dividends. The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign (non-U.S.) countries. Investors in foreign (non-U.S.) countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and other authorities to bring and enforce actions against foreign (non-U.S.) issuers or persons is limited. Settlement and asset custody practices for transactions in emerging markets may differ from those in developed markets. Such differences may include possible delays in settlement and certain settlement practices, such as delivery of securities prior to receipt of payment, which

 

increases the likelihood of a “failed settlement.” Failed settlements can result in losses.

 

In addition, the Holding Foreign Companies Accountable Act (the “HFCAA”) could cause securities of a foreign (non-U.S.) company, including American Depositary Receipts, to be delisted from U.S. stock exchanges if the company does not allow the U.S. government to oversee the auditing of its financial information. Although the requirements of the HFCAA apply to securities of all foreign (non-U.S.) issuers, the SEC has thus far limited its enforcement efforts to securities of Chinese companies. If securities are delisted, the Fund’s ability to transact in such securities will be impaired, and the liquidity and market price of the securities may decline. The Fund may also need to seek other markets in which to transact in such securities, which could increase the Fund’s costs.

 

Investment Model: The Sub-Adviser’s proprietary investment model may not adequately take into account existing or unforeseen market factors or the interaction among such factors, including changes in how such factors interact, and there is no guarantee that the use of a proprietary investment model will result in effective investment decisions for the Fund. Proprietary investment models used by the Sub-Adviser to evaluate securities or securities markets are based on the Sub-Adviser’s understanding of the interplay of market factors and do not assure successful investment. The markets, or the price of individual securities, may be affected by factors not foreseen in the construction of the proprietary investment models. Volatility management techniques may not always be successful in reducing volatility, may not protect against market declines, and may limit the Fund’s participation in market gains, negatively impacting performance even during periods when the market is rising. During sudden or significant market rallies, such underperformance may be significant. Moreover, volatility management strategies may increase portfolio transaction costs, which may increase losses or reduce gains. The Fund’s volatility may not be lower than that of the Fund’s Index during all market cycles due to market factors. Funds that are actively managed, in whole or in part, according to a quantitative investment model (including models that utilize forms of artificial intelligence, such as machine learning) can perform differently from the market, based on the investment model and the factors used in the analysis, the weight placed on each factor, and changes from the factors’ historical trends. Technical issues in the design, development, implementation, application, and maintenance of the models ( e.g. , stale or inaccurate data, human error, programming or other software issues , coding errors, and technology failures ) may create errors or limitations that might go undetected or are discovered only after the errors or limitations have negatively impacted performance.


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ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

 

Liquidity: If a security is illiquid, the Fund might be unable to sell the security at a time when the Fund’s manager might wish to sell, or at all. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, exposing the Fund to the risk that the prices at which it sells illiquid securities will be less than the prices at which they were valued when held by the Fund, which could cause the Fund to lose money. The prices of illiquid securities may be more volatile than more liquid securities, and the risks associated with illiquid securities may be greater in times of financial stress. Certain securities that are liquid when purchased may later become illiquid, particularly in times of overall economic distress or due to geopolitical events such as sanctions, trading halts, or wars. In addition, markets or securities may become illiquid quickly.

 

Manager: The Fund is subject to manager risk because it is an actively managed investment portfolio. The Investment Adviser, the Sub-Adviser, or each individual portfolio manager will make judgments and apply investment techniques and risk analyses in making investment decisions, but there can be no guarantee that these will produce the desired results. Fund’s portfolio may fail to produce the intended results, and the Fund’s portfolio may underperform other comparable funds because of portfolio management decisions related to, among other things, the selection of investments, portfolio construction, risk assessments, and/or the outlook on market trends and opportunities. Many managers of equity funds employ styles that are characterized as “value” or “growth.” However, these terms can have different applications by different managers. One manager’s value approach may be different from that of another, and one manager’s growth approach may be different from that of another. For example, some value managers employ a style in which they seek to identify companies that they believe are valued at a more substantial or “deeper discount” to a company’s net worth than other value managers. Therefore, some funds that are characterized as growth or value can have greater volatility than other funds managed by other managers in a growth or value style.

 

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

 

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

 

Operational: The Fund, its service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats, including operational and information security risks that could adversely affect the Fund and its shareholders, despite the efforts of the Fund and its service providers to adopt technologies, processes, and practices intended to mitigate these risks. Operational failures, cyber-attacks, systems failures, processing errors, or human error may result in losses to the Fund, impede trading, disrupt portfolio management, or otherwise impair the Fund’s operations.

 

The use of artificial intelligence (“AI”), including generative AI, and machine learning could exacerbate operational and information security risks, including through increased automation, reliance on third-party data or models, or the potential for model error, misuse, or data compromise, or result in cyber security incidents that implicate personal data. Information relating to the Fund’s investments is delivered electronically, which can give rise to a number of risks, including, but not limited to, the risks that such communications may not be secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with, without the knowledge of the sender or the intended recipient.

 

The Fund has limited ability to prevent or mitigate cybersecurity or operational incidents affecting third-party service providers, and such incidents may result in financial losses or additional costs to the Portfolio and its shareholders.

 


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ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)

 

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

 

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

 

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

 

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

 

ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an index. Additional risks of investments in ETFs include: (i) an active trading market for an ETF’s shares may not develop or be maintained; or (ii) trading may be halted if the listing exchanges’ officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit

 

breakers” (which are tied to large decreases in stock prices) halts trading of an ETF’s shares. Other investment companies include Holding Company Depositary Receipts (“HOLDRs”). Because HOLDRs concentrate in the stocks of a particular industry, trends in that industry may have a dramatic impact on their value. In addition, shares of ETFs may trade at a premium or discount to net asset value and are subject to secondary market trading risks. Secondary markets may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods in times of market stress because market makers and authorized participants may step away from making a market in an ETF’s shares, which could cause a material decline in the ETF’s net asset value.

 

Securities Lending: Securities lending involves two primary risks: “investment risk” and “borrower default risk.” When lending securities, the Fund will receive cash or U.S. government securities as collateral. Investment risk is the risk that the Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that the Fund will lose money due to the failure of a borrower to return a borrowed security. Securities lending may result in leverage. The use of leverage may exaggerate any increase or decrease in the net asset value, causing the Fund to be more volatile. The use of leverage may increase expenses and increase the impact of the Fund’s other risks.

 

The Fund seeks to minimize investment risk by limiting the investment of cash collateral to high-quality instruments of short maturity. In the event of a borrower default, the Fund will be protected to the extent the Fund is able to exercise its rights in the collateral promptly and the value of such collateral is sufficient to purchase replacement securities. The Fund is protected by its securities lending agent, which has agreed to indemnify the Fund from losses resulting from borrower default.

 


42 

 

ADDITIONAL INFORMATION (Unaudited)

 

The following information is a summary of certain changes as of February 28, 2026. The information may not reflect all of the changes that have occurred since you purchased the Fund. During the period, there were no material changes in the Fund’s investment objective or fundamental policies. During the period there have been changes to the portfolio management team. Effective October 31, 2025, Justin Montminy is no longer a portfolio manager to the Fund and Russell Shtern, CFA, and Kai Yee Wong were added as portfolio managers.

 

The Fund may lend portfolio securities in an amount equal to up to 331∕3% of its managed assets to broker dealers or other institutional borrowers, in exchange for cash collateral and fees. The Fund may use the cash collateral in connection with the Fund’s investment program as approved by the Investment Adviser, including generating cash to cover collateral posting requirements. Although the Fund has no current intention to do so, it may use the cash collateral to generate additional income. The use of cash collateral in connection with the Fund’s investment program may have a leveraging effect on the Fund, which would increase the volatility of the Fund and could reduce its returns and/or cause a loss.

 

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

 

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

 

Dividend Reinvestment Plan

 

Unless the registered owner of Common Shares elects to receive cash by contacting Computershare Shareowner Services LLC (the “Plan Agent”), all dividends declared on Common Shares of the Fund will be automatically reinvested by the Plan Agent for shareholders in additional Common Shares of the Fund through the Fund’s Dividend Reinvestment Plan (the “Plan”). Shareholders who elect not to participate in the Plan will receive all dividends and other

 

distributions in cash paid by check mailed directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Agent prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may re-invest that cash in additional Common Shares of the Fund for you. If you wish for all dividends declared on your Common Shares of the Fund to be automatically reinvested pursuant to the Plan, please contact your broker.

 

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

 

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


43 

 

ADDITIONAL INFORMATION (Unaudited) (continued)

 

the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases.

 

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

 

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

 

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

 

In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.

 

There will be no brokerage charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income

 

tax that may be payable (or required to be withheld) on such Dividends. Participants that request a partial or full sale of shares through the Plan Agent are subject to a $15.00 sales fee and a $0.10 per share brokerage commission on purchases or sales, and may be subject to certain other service charges.

 

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

 

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

 

Application of Control Share Provisions of the Delaware Statutory Trust Act

 

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

 

Key Financial Dates — Calendar 2026 Distributions:

 

Declaration Date   Ex Date   Record Date   Payable Date
January 15, 2026   February 2, 2026   February 2, 2026   February 17, 2026
February 17, 2026   March 2, 2026   March 2, 2026   March 16, 2026
March 16, 2026   April 1, 2026   April 1, 2026   April 15, 2026
April 15, 2026   May 1, 2026   May 1, 2026   May 15, 2026
May 15, 2026   June 1, 2026   June 1, 2026   June 15, 2026
June 15, 2026   July 1, 2026   July 1, 2026   July 15, 2026
July 15, 2026   August 3, 2026   August 3, 2026   August 17, 2026
August 17, 2026   September 1, 2026   September 1, 2026   September 15, 2026
September 15, 2026   October 1, 2026   October 1, 2026   October 15, 2026
October 15, 2026   November 2, 2026   November 2, 2026   November 16, 2026
November 16, 2026   December 1, 2026   December 1, 2026   December 15, 2026
December 15, 2026   December 30, 2026   December 30, 2026   January 15, 2027

 

Dates are subject to change.

 


44 

 

ADDITIONAL INFORMATION (Unaudited) (continued)

 

Stock Data

 

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

 

Repurchase of Securities by Closed-End Companies

 

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

 

Number of Shareholders

 

The number of record holders of common stock as of February 28, 2026 was 5, which does not include approximately 11,811 beneficial owners of shares held in the name of brokers or other nominees.

 

Certifications

 

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund’s CEO submitted the Annual CEO Certification on August 25, 2025 certifying that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Form N-CSR, relating to, among other things, the Fund’s disclosure controls and procedures and internal controls over financial reporting.


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Investment Adviser Independent Registered Public Accounting Firm
Voya Investments, LLC Ernst & Young LLP
7337 East Doubletree Ranch Road, Suite 100 200 Clarendon Street
Scottsdale, Arizona 85258 Boston, Massachusetts 02116
   
Transfer Agent Custodian
Computershare, Inc. The Bank of New York Mellon
480 Washington Boulevard 225 Liberty Street
Jersey City, New Jersey 07310-1900 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.

 

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