485BPOS 1 d398495d485bpos.htm VOYA CORPORATE LEADERS TRUST Voya CORPORATE LEADERS TRUST
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As filed with the Securities and Exchange Commission on April 26, 2023

File Nos. 002-10694

811-00091

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-6

 

 

POST-EFFECTIVE AMENDMENT NO. 65 TO

REGISTRATION UNDER THE SECURITIES ACT

OF 1933 OF SECURITIES OF UNIT INVESTMENT

TRUSTS REGISTERED ON FORM N-8B-2

 

 

 

A.

Exact name of Trust:

 

 

Voya Corporate Leaders Trust Fund

 

B.

Name of depositor:

 

 

Voya Investments, LLC

 

C.

Complete address of depositor’s principal executive offices:

Voya Investments, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

 

D.

Name and address of agent for service:

Huey P. Falgout, Jr.

Voya Corporate Leaders Trust Fund

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

With a copy to:

William J. Bielefeld

Dechert LLP

1900 K Street N.W.

Washington, DC 20006

 

E.

Amount of filing fee:

The Registrant has registered an indefinite number of shares under the Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant’s fiscal year ended December 31, 2022 was filed on March 30, 2023.

 

F.

Approximate date of proposed public offering:

It is proposed that this filing will become effective May 1, 2023 pursuant to paragraph (b) of Rule 485.

 

 

 


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VOYA CORPORATE LEADERS TRUST FUND

CROSS-REFERENCE SHEET

PURSUANT TO RULE 404(c) OF REGULATION C UNDER THE SECURITIES ACT OF 1933.

(Form N-8B-2 Items required by Instructions as to the Prospectus in Form S-6)

 

Form N-8B-2

Item Number

  

Form S-6

Heading in Prospectus

I.    Organization and General Information
   1.    (a)            Name of Trust and Tax I.D. Number    Description of the Trust
      (b)    Title of securities issued    Description of the Trust
   2.    Name and address of each depositor    Cover
   3.    Name and address of trustee    Cover and Miscellaneous
   4.    Name and address of principal underwriter    Miscellaneous
   5.    State of organization of Fund    Description of the Trust
   6.    Execution and termination of trust indenture    Highlights; Amendment and Termination
   7.    Changes of Name    Description of the Trust
   8.    Fiscal Year    Miscellaneous
   9.    Litigation    *
II.    GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
   10.    (a)    Registered or bearer    How to Purchase Participations
      (b)    Cumulative or distributive securities    Shareholder Services
      (c)    Redemption    How to Redeem Participations
      (d)    Conversion, transfer, etc.    Shareholder Services
      (e)    Periodic Payment Plan    *
      (f)    Voting Rights    Amendment and Termination


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Form N-8B-2

Item Number

  

Form S-6

Heading in Prospectus

           (g)    Notice to holders    Amendment and Termination
      (h)    Consents required    Amendment and Termination
      (i)    Other provisions    *
   11.    Type of securities comprising a Unit    Description of the Trust
   12.    Certain information regarding periodic payment certificates    *
   13.    (a)    Load, fees, expenses, etc.    How to Purchase Participations
      (b)    Certain information regarding periodic payment certificates    *
      (c)    Certain percentages    How to Purchase Participations
      (d)    Certain differences in prices    How to Purchase Participations
      (e)    Certain other fees, etc. payable by holders    How to Purchase Participations
      (f)    Certain other profits    Miscellaneous
      (g)    Ratio of annual charges to income    *
   14.    Issuance of trust’s securities    How to Purchase Participations
   15.    Receipt and handling of payments from purchasers    Description of the Trust
   16.    Acquisition and disposition of underlying securities    Description of the Trust
   17.    Withdrawal or redemption    How to Redeem Participations
   18.    (a)    Receipt, custody and disposition of income    Description of the Trust
      (b)    Reinvestment of distributions    Description of the Trust
      (c)    Reserves or special funds    Description of the Trust
      (d)    Schedule of distributions    Nonstandardized Investment Return
   19.    Records, accounts and reports    How to Purchase Participations
   20.    Certain miscellaneous provisions of trust agreement   
      (a)    Amendment    Amendment and Termination
      (b)    Termination    Amendment and Termination
      (c)&(d)    Trustee, removal and successor    Resignation, Removal, etc.
      (e)&(f)    Depositor, removal and successor    Resignation, Removal, etc.
   21.    Loans to security holders    *


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Form N-8B-2

Item Number

  

Form S-6

Heading in Prospectus

   22.    Limitations on liability    Resignation, Removal, etc.
   23.    Bonding arrangements    *
   24.    Other material provisions of trust agreement    Miscellaneous
III.    Organization, Personnel and Affiliated Persons of Depositor   
   25.    Organization of depositor    Miscellaneous
   26.    Fees received by depositor    Miscellaneous
   27.    Business of depositor    Miscellaneous
   28.    Certain information as to officials and affiliated persons of depositor    Miscellaneous
   29.    Voting securities of depositor    Miscellaneous
   30.    Persons controlling depositor    Miscellaneous
   31.    Payments by depositor for certain services    *
   32.    Payments by depositor for certain other services rendered to trust    *
   33.    Remuneration of employees of depositor for certain services rendered to trust    *
   34.    Remuneration of other persons for certain services rendered to trust    *
IV.    Distribution and Redemption of Securities   
   35.    Distribution of trust’s securities by states    How to Purchase Participations
   36.    Suspension of sales of trust’s securities    *
   37.    Revocation of authority to distribute    *
   38.    (a)            Method of distribution    *
      (b)    Underwriting agreements    *
      (c)    Selling agreements    *


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Form N-8B-2

Item Number

  

Form S-6

Heading in Prospectus

   39.    (a)            Organization of principal underwriters    Miscellaneous
      (b)    FINRA membership of principal underwriters    Miscellaneous
   40.    Certain fees received by principal underwriters    How to Purchase Participations; Miscellaneous
   41.    (a)    Business of principal underwriters    Miscellaneous
      (b)    Branch officers of principal underwriters    *
      (c)    Salesmen of principal underwriters    *
   42.    Ownership of trust’s securities by certain persons    Miscellaneous
   43.    Certain brokerage commissions by principal underwriters    *
   44.    (a)    Method of valuation    How to Redeem Participations
      (b)    Schedule as to offering price    Financial Highlights
      (c)    Variation in offering price to certain persons    How to Purchase Participations
   45.    Suspension of redemption rights    How to Redeem Participations
   46.    (a)    Redemption valuation    How to Redeem Participations
      (b)    Schedule as to redemption price    How to Redeem Participations
   47.    Maintenance of position in underlying securities    *
V.    Information Concerning the Trustee or Custodian   
   48.    Organization and regulation of trustee    Miscellaneous
   49.    Fees and expenses of trustee    Miscellaneous
   50.    Trustee’s lien    *
VI.    Information Concerning Insurance of Holders of Securities   
   51.    Insurance of holders of trust’s securities    *


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Form N-8B-2

Item Number

  

Form S-6

Heading in Prospectus

VII.    Policy of Registrant   
   52.    (a)            Provisions of trust agreement with respect to selection or elimination of underlying securities    Description of the Trust
      (b)    Transactions involving elimination of underlying securities    Description of the Trust
      (c)    Policy regarding substitution elimination of underlying securities    Description of the Trust
      (d)    Fundamental policy not otherwise covered    *
      (e)    Code of ethics of the trust, sponsor and principal underwriter    Description of the Trust
   53.    Tax status of trust    Taxation
VIII.    Financial and Statistical Information   
   54.    Trust’s securities during last ten years    Financial Highlights
   55.    Certain information regarding periodic payment certificates    *
   56.    Certain information regarding periodic payment certificates    *
   57.    Certain information regarding periodic payment certificates    *
   58.    Certain information regarding periodic payment certificates    *
   59.    Financial statements (Instruction 1(c) Form S-6)    Financial Statements

 

*

Not Applicable


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LOGO

 

Prospectus

May 1, 2023

Voya Corporate Leaders® Trust Fund

Series B

 

The U.S. Securities and Exchange Commission (the “SEC”) has not approved or disapproved these securities nor has the SEC judged whether the information in this Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

 

 

LOGO

  E-Delivery Sign-up – details on back cover   

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Prospectus Dated May 1, 2023

Voya Corporate Leaders®

Trust Fund

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

           Shareholder Services:    (800) 992-0180

24 Hour Account Information:    (800) 992-0180

 

 

Voya Corporate Leaders® Trust Fund (the “Trust”) was created in 1935 with the objective of seeking long term capital growth and income through investment generally in an equal number of shares of the common stock of a fixed list of American blue chip corporations. See “Description of the Trust” on page 1. Currently, the Trust is invested in twenty such corporations including General Electric Co., Procter & Gamble Co., Chevron Corp. and Exxon Mobil Corp. Investments in these corporations, while having potential for long term capital growth and income, may be considered conservative investments. The value of participations of the Trust will fluctuate with the market value of the underlying portfolio securities.

The minimum initial purchase requirement is $1,000 and additional investments must be at least $50. Participations are sold without a sales or redemption charge.

 

 

 

Sponsor:   

Voya Investments, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

Trustee:   

The Bank of New York Mellon

240 Greenwich Street

New York, New York 10286

Participations are not deposits or obligations of (or endorsed or guaranteed by) any bank, nor are they federally insured or otherwise protected by the FDIC, the Federal Reserve Board or any other agency. Investing in the Trust involves investment risks, including the possible loss of principal, and the value and return of participations will fluctuate.

 

 

Read and Retain This Prospectus for Future Reference.


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Table of Contents

 

    Page  

Highlights

    1  

Description of the Trust

    1  

Financial Highlights

    3  

How to Purchase Participations

    3  

How to Redeem Participations

    4  

Shareholder Services

    6  

Exchange Privilege

    6  

Systematic Exchange Privilege

    6  

Taxation

    8  

Investment Return

    9  

Amendment and Termination

    10  

Resignation, Removal and Limitations on Liability of Sponsor

    10  

Miscellaneous

    10  

Nonstandard Investment Return

    14  

Financial Statements

    17  

 

 

 


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HIGHLIGHTS

The Trust and Its Objective

The Trust was created in 1935 with the objective of seeking long term capital growth and income through investment generally in an equal number of shares of common stock of a fixed list of American blue chip corporations. Currently the Trust is invested in twenty such corporations. There can be no assurance that the Trust’s objective will be achieved. See “Description of the Trust” herein.

Public Offering Price

The initial purchase requirement for an investment in the Trust is $1,000 and additional investments must be at least $50. Investors receive a fractional undivided interest in and ownership of the Trust Fund and Distributive Fund described below which is called a participation. Participations are offered at a price equal to the net asset value next determined after an order is received.

Special Considerations

The value of a participation fluctuates with the market value of the underlying portfolio securities of the Trust. The dividend income, if any, from the portfolio securities is subject to fluctuation which in turn will affect the amounts of distributions made to participants. An investor in the Trust has no assurance against loss in a declining market, and redemption at a time when the market value of the participations is less than their cost will result in a loss to the investor.

Semi-Annual Distributions

Semi-annual distributions on June 30 and December 31 of each year (“Distribution Date”) will be reinvested at net asset value (“NAV”) in additional participations of the Trust unless the participant notifies the Trustee to pay such distributions in cash.

Taxation

For federal income tax purposes: (1) the Trust will be treated as a fixed investment trust and will not be subject to federal income tax; (2) each participant will be treated as the owner of his/her pro rata portion of the common stock of the corporations held by the Trust; (3) each participant will be required to include in his/her gross income and his/her pro rata portion of the dividends and interest received by the Trust (including the amounts of such dividends and interest that are not distributed to participants but are used to pay the fees and expenses of the Trust), at the time such dividends and interest are received by the Trust, not at the later time such dividends and interests are distributed to participants or reinvested in additional participations; and (4) for taxable years beginning before 2026, each noncorporate (including individual) participant will generally not be permitted to deduct his/her pro rata portion of the fees and expenses of the Trust. See “Taxation” herein.

The Indenture

The Amended and Restated Indenture is effective as of November 14, 1989, as amended on April 23, 1993, June 1, 1998, July 26, 2000, March 1, 2002, April 15, 2002, April 29, 2004, May 17, 2004, May 1, 2014, and August 17, 2016 (the “Indenture”). Both the Indenture and the Trust will terminate on November 30, 2100.

DESCRIPTION OF THE TRUST

Corporate Leaders® Trust Fund was created under New York Law by an Indenture dated November 18, 1935, as amended and supplemented, between Empire Trust Company (now The Bank of New York Mellon) as Trustee, and Corporate Leaders of America, Inc., as Sponsor. On October 29, 1971, Corporate Leaders of America, Inc. was merged into Piedmont Capital Corporation, which designated Manlex Corporation as Sponsor of the Trust on March 25, 1981. On October 31, 1988 holders of Corporate Leaders Trust Fund Certificates Series B voted to approve an Amended and Restated Indenture which, among other things, designated Lexington Management Corporation, the parent company of Manlex Corporation, as Sponsor, and changed the name to Lexington Corporate Leaders Trust Fund (Federal I.D. #13-6061925). Subsequently, on July 26, 2000, Lexington Global Asset Managers, Inc., the parent company of Lexington Management Corporation, was acquired by ReliaStar Financial Corp. (“ReliaStar”) and Pilgrim Investments, Inc., an indirect wholly-owned subsidiary of ReliaStar, was designated the Sponsor of the Trust. Consequently, the Trust’s name was changed to Pilgrim Corporate Leaders Trust Fund. On September 1, 2000, ING Groep N.V. (“ING Groep”) (NYSE: ING) acquired ReliaStar and subsequently Pilgrim Investments, Inc. changed its name to ING Pilgrim Investments, Inc. On February 26, 2001, ING Pilgrim Investments, Inc. merged into ING Pilgrim Investments, LLC. On March 1, 2002,

 

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ING Pilgrim Investments, LLC changed its name to ING Investments, LLC and the Trust changed its name to ING Corporate Leaders Trust Fund. On May 1, 2014, ING Investments, LLC changed its name to Voya Investments, LLC (“Voya Investments”) and the Trust changed its name to Voya Corporate Leaders Trust Fund. Effective May 17, 2004, the Trustee is The Bank of New York Mellon. This Prospectus pertains solely to Voya Corporate Leaders® Trust Fund, Series B (herein referred to as the “Trust”). All discussions herein of articles and sections of the Indenture refer to the Amended and Restated Indenture.

The Trust is comprised of a Trust Fund and a Distributive Fund. The Trust Fund is composed of stock units, each unit consisting of one share of common stock of each of the twenty corporations (except with respect to shares received from spin-offs or mergers of existing portfolio securities — see discussion below) and such cash as may be available for the purchase of stock units. Cash received on sales of participations (excluding the portion thereof, if any, attributable to the value of, and therefore deposited in, the Distributive Fund), including distributions by the Trust which are reinvested in additional participations under the Distribution Reinvestment Program described herein, is held in the Trust Fund without interest until receipt of sufficient cash to purchase at least one hundred stock units. To the extent monies remain uninvested in the Trust, the Trustee will derive a benefit therefrom.

All dividends and any other cash distributions received by the Trust with respect to the common stock held in the Trust Fund are deposited in the Distributive Fund. Any non-cash distributions received by the Trust with respect to the common stock held in the Trust Fund (excluding additional shares of common stock received upon a stock split which shall remain assets of the Trust Fund) are sold by the Trustee and the proceeds of sale are deposited in the Distributive Fund. The Trustee shall invest the funds deposited in the Distributive Fund in debt obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in repurchase agreements collateralized by such U.S. government obligations, which mature prior, and as close as practicable, to the next Distribution Date. The interest earned on such investments is also deposited in the Distributive Fund. Fees and expenses of the Trust are paid from the Distributive Fund. The Trustee may from time to time set aside out of the Distributive Fund a reserve for payments of taxes or other governmental charges.

On each Distribution Date, the Trustee uses the money in the Distributive Fund to purchase additional participations for participants under the Distribution Reinvestment Program described herein, unless the participant has elected to receive his distribution in cash.

In the event of the merger, consolidation, re-capitalization, or readjustment of the issuer of any portfolio security with any other corporation, the Sponsor may instruct the Trustee, in writing, to accept or reject such offer or take such other action as the Sponsor may deem proper. Any securities received in exchange shall be held by the Trust and shall be subject to the terms and conditions of the Indenture to the same extent as the securities originally held in the Trust. Securities received pursuant to an exchange may result in the Trust holding fewer shares than originally held in the portfolio security. Each stock unit issued after the effective date of such an exchange will include one share of the corporation received on exchange.

The Trust will enter into repurchase agreements only with commercial banks and dealers in U.S. government securities. Repurchase agreements when entered into with dealers, will be fully collateralized including the interest earned thereon during the entire term of the agreement. If the institution defaults on the repurchase agreement, the Trust will retain possession of the underlying securities. In addition, if bankruptcy proceedings are commenced with respect to the seller, realization on the collateral by the Trust may be delayed or limited and the Trust may incur additional costs. In such case the Trust will be subject to risks associated with changes in the market value of the collateral securities.

The Trust is invested currently in shares of the common stock of a fixed list of twenty American corporations. The Trust’s portfolio investments are not managed and are expected to remain fixed, although those portfolio investments may change over time as a result of certain corporate actions. A complete list of the securities held at December 31, 2022 is contained in the financial statements included herein. The value of a participation in the Trust fluctuates with the market value of the underlying common stock held by the Trust. The dividend income, if any, from the common stock is subject to fluctuation, which, in turn will affect the amounts of distributions made to participants.

The Sponsor may direct the Trustee to sell the shares of common stock of any of the twenty corporations if: (i) the corporation has failed to declare or pay dividends on the common stock; (ii) a materially adverse legal proceeding has been instituted which affects the declaration or payment of dividends of the corporation; (iii) a breach of covenant or warranty exists, which may materially affect the payment of dividends of the corporation; (iv) a default in payment of principal or income on any other outstanding securities of the corporation occurs, which may affect the payment of dividends; or (v) the common stock ceased to be listed on the New York Stock Exchange (“NYSE”) and after fifteen days has not been reinstated. The proceeds of any such sale shall be deposited in the Distributive Fund.

 

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As a result of the Trust’s assets being concentrated in securities of a particular industry/sector, the Trust may be subject to greater market fluctuations than a fund that has securities representing a broader range of investment alternatives. If securities of the particular industry/sector as a group fall out of favor, the Trust could underperform funds that have greater industry diversification. Because the Trust is not actively managed, the Sponsor may not direct the Trustee to sell or purchase portfolio securities in response to or in anticipation of market fluctuations, as is common in managed investments. As with any investment, there is no guarantee that the performance of the Trust will be positive over any period of time or that you will not lose money.

Please refer to page 25 of this Prospectus for a list of the Trust’s portfolio of investments as of December 31, 2022.

The Trust, the Sponsor, and Voya Investments Distributor, LLC (the “Distributor”) have adopted a code of ethics (the “Code of Ethics”) governing personal trading activities of the employees of the Sponsor, the Distributor and persons who, in connection with their regular functions, play a role in the recommendation of or obtain information pertaining to any purchase or sale of a security by the Trust. The Code of Ethics is intended to prohibit fraud against the Trust that may arise from the personal trading of securities that may be purchased or held by the Trust or of the Trust’s participations. The Code of Ethics prohibits short-term trading of the Trust’s participations by persons subject to the Code of Ethics. Personal trading is permitted by such persons subject to certain restrictions; however, such persons are generally required to pre-clear all security transactions with the Sponsor or its affiliates and to report all transactions on a regular basis.

FINANCIAL HIGHLIGHTS

The information for the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022, has been audited by Ernst & Young LLP, whose report, along with the Trust’s financial statements, is included in the Trust’s Annual Report, which is available upon request. The information for the prior fiscal years or periods was audited by a different independent registered public accounting firm.

Selected data for each participation of the Trust outstanding throughout each year or period.

 

    Years Ended December 31,  
    2022     2021     2020     2019     2018     2017     2016     2015     2014     2013  

Per Participation Operating Performance:

                   

Net asset value, beginning of year or period

  $ 53.14     $ 42.60     $ 41.70     $ 35.00     $ 37.75     $ 32.99     $ 28.74     $ 33.18     $ 31.71     $ 24.87  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

                   

Net investment income (loss)

    0.88     0.79     0.78     0.75     0.69     0.62     0.61     0.60     0.55     0.51

Net realized and unrealized gain (loss)

    1.18       10.57       0.93       6.72       (2.73     4.82       4.94       (4.36     2.79       6.81  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    2.06       11.36       1.71       7.47       (2.04     5.44       5.55       (3.76     3.34       7.32  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions/Allocations from:

                   

Net investment income

    0.90       0.82       0.81       0.77       0.71       0.68       0.66       0.68       0.53       0.48  

Net realized gains

                                        0.19             0.44        

Tax return of capital

                                        0.45             0.90        
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions
/allocations

    0.90       0.82       0.81       0.77       0.71       0.68       1.30       0.68       1.87       0.48  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year or period

  $ 54.30     $ 53.14     $ 42.60     $ 41.70     $ 35.00     $ 37.75     $ 32.99     $ 28.74     $ 33.18     $ 31.71  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(1)

    3.96     26.76     4.33     21.41     (5.45 )%      16.61     19.39     (11.38 )%      10.77     29.57

Ratios to average net assets:

                   

Net assets, end of year or period ($000’s)

  $ 803,306     $ 805,924     $ 698,154     $ 797,904     $ 732,507     $ 962,148     $ 1,017,797     $ 1,111,855     $ 1,744,001     $ 1,489,997  

Expenses(2)

    0.49     0.51     0.52     0.47     0.46     0.51     0.53     0.53     0.51     0.50

Net investment income(2)

    1.65     1.64     2.06     1.90     1.82     1.81     1.99     1.92     1.68     1.78

Portfolio turnover rate

    1.00             3.00     7.00     2.00     1.00     1.00     9.00     7.00

 

(1)

Total return is calculated assuming reinvestment of all dividends, capital gain distributions and return of capital distributions, if any, at net asset value and does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized.

 

(2)

Annualized for periods for less than one year.

 

*

Calculated using average number of participations outstanding throughout the period.

HOW TO PURCHASE PARTICIPATIONS

Initial Investment — Minimum $1,000. By Mail: Send a check payable to Voya Corporate Leaders® Trust Fund, Series B, along with a completed New Account Application to the address shown on the New Account Application. To transmit funds by wire, contact the Voya Operations Department at (800) 992-0180 to obtain an account number and indicate your investment professional on the account.

Subsequent Investments. By Mail: Send a check payable to Voya Corporate Leaders® Trust Fund, Series B, to the address shown on the New Account Application, accompanied by either the detachable form which is part of the

 

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confirmation of a prior transaction or a letter indicating the dollar amount of the investment and identifying the Trust, account number and registration. Please note that cash, travelers checks, money orders, checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank) and third-party checks generally will not be accepted for investment purposes. Third-party checks are defined as checks originally made payable to any entity or person other than the Trust.

Broker-Dealers: Broker-dealers and financial institutions who process purchase and sale transactions for their customers may charge a transaction fee for these services.

The Open Account: By investing in the Trust, a participant establishes an open account to which all participations purchased, including additional participations purchased under the Distribution Reinvestment Program, will be credited.

After an Open Account is established, payments can also be provided for by a pre-authorized investment plan or other authorized automatic bank check program accounts (checks drawn on the investor’s bank periodically for investment in the Trust).

Pre-Authorized Investing Plan:  A participant may arrange to make additional purchases of participations automatically on a monthly or quarterly basis. The investments are automatically deducted from a checking account. The institution must be an Automated Clearing House (“ACH”) member. Should an order to purchase participations of the Trust be cancelled because your automated transfer does not clear, you will be responsible for any resulting loss incurred by the Trust. The participant has the right to discontinue the automatic investing program provided written notice is given ten days prior to the scheduled investment date. Further information regarding this service can be obtained from Voya by calling (800) 992-0180.

Terms of Offering:  If an order to purchase participations is cancelled because the investor’s check does not clear, the purchaser will be responsible for any loss incurred by the Trust. To recover any such loss the Trust reserves the right to redeem participations owned by the purchaser, and may prohibit or restrict the purchaser in placing future orders in any of the Voya family of Funds.

The Trust reserves the right to reject any order, and to waive or lower the investment minimums with respect to any person or class of persons, including participation holders of the Trust’s special investment programs. An order to purchase participations is not binding on the Trust until it has been confirmed in writing.

Shareholder Servicing Agents:  The Trust may enter into Shareholder Servicing Agreements with one or more Shareholder Servicing Agents. The Shareholder Servicing Agent may, as agent for its customers, among other things: answer customer inquiries regarding account status, account history and purchase and redemption procedures; assist participation holders in designating and changing dividend options, account designations and addresses; provide necessary personnel and facilities to establish and maintain participation holder accounts and records; assist in processing purchase and redemption transactions; arrange for the wiring of funds; transmit and receive funds in connection with customer orders to purchase or redeem participations; furnish quarterly statements and confirmations of purchases and redemptions; transmit, on behalf of the Trust, proxy statements, annual shareholder reports, updated prospectuses and other communications to participation holders of the Trust; receive, tabulate and transmit to the Trust proxies executed by participation holders with respect to meetings of participation holders of the Trust; and provide such other related services as the Trust or a participant may request. For these services, each Shareholder Servicing Agent receives fees, which may be paid periodically, provided that such fees will not exceed, on an annual basis, 0.25% of the average daily net assets of the Trust represented by participations owned during the period for which payment is made. Voya Investments, at no cost to the Trust, may pay to Shareholder Servicing Agents additional amounts from its past profits. Each Shareholder Servicing Agent may, from time to time, voluntarily waive all or a portion of the fees payable to it.

Account Statements:  BNY Mellon Investment Servicing (U.S.) Inc. (the “Transfer Agent”), whose principal office is at 301 Bellevue Parkway, Wilmington, Delaware 19809, will send participation holders either purchasing or redeeming participations of the Trust, a confirmation of the transaction indicating the date the purchase or redemption was accepted, the number of participations purchased or redeemed, the purchase or redemption price per participation, and the amount purchased or redemption proceeds. A statement is also sent to participation holders when a change in the registration, address, or dividend option occurs. Additionally, quarterly account information statements are provided to participants. Participation holders are urged to retain their account statements for tax purposes.

HOW TO REDEEM PARTICIPATIONS

By Mail:  Send to the Trust at the address shown on the New Account Application: (1) a written request for redemption, signed by each registered owner exactly as the participations are registered including the name of the Trust, account

 

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number and exact registration; (2) participation certificates for any participations to be redeemed which are held by the participation holder, in certificate form; (3) signature guarantees; when required; and (4) the additional documents required for redemptions by corporations, executors, administrators, trustees, and guardians. Redemptions by mail will not become effective until all documents in proper form have been received by the Transfer Agent. If a participation holder has any questions regarding the requirements for redeeming participations, he or she should call the Trust at (800) 992-0180 prior to submitting a redemption request.

Checks for redemption proceeds will normally be mailed within three (3) business days, but will not be mailed until all payments for the participations to be redeemed have been cleared by the bank on which they were drawn. The Transfer Agent will restrict the mailing of redemption proceeds to a participation holder’s address of record within thirty (30) days of such address being changed unless the participation holder provides a signature guaranteed letter of instruction.

By Telephone:  If you are an existing participant and wish to establish this privilege on your account, please call our Shareholder Services Department at (800) 992-0180 between 9:00 A.M. and 7:00 P.M. Eastern time and request a Special Privilege Form. If you are a new participant, this privilege will automatically be assigned to your account unless you decline on the New Account Application.

Participants redeeming at least $1,000 worth of participations (for which certificates have not been issued) may effect a telephone redemption by calling our Shareholder Services Department at (800) 992-0180 Monday - Friday between 9:00 A.M. and 7:00 P.M. Eastern time. A telephone redemption in good order will be processed at the NAV of the Trust next determined. There is a maximum telephone redemption limit of $100,000.

The redemption proceeds will be made payable to the registered participant(s) and forwarded to the address of record. The Transfer Agent will restrict the mailing of telephone redemption proceeds to a participation holder’s address of record within thirty (30) days of such address being changed, unless the participation holder provides a signature guaranteed letter of instruction. Proceeds of a liquidation may be wired to a pre-designated bank account. See “Telephone Exchange/Redemption Provisions” herein.

Signature Guarantee:  Signature guarantees are required for the following: (a) redemptions by mail involving $100,000 or more; (b) all redemptions by mail, regardless of the amount involved, when the proceeds are to be paid to someone other than the registered owners or to an address other than that shown on the participant’s account; (c) changes in instructions as to where the proceeds of redemptions are to be sent; and (d) participation transfer requests.

The Trust requires that the guarantor be either a commercial bank which is a member of the FDIC, a trust company, a savings and loan association, a savings bank, a credit union, a member firm of a domestic stock exchange, or a foreign branch of any of the foregoing. A notary public is not an acceptable guarantor.

With respect to redemption requests submitted by mail, the signature guarantees must appear either: (a) on the written request for redemption; (b) on a separate instrument of assignment (stock power) specifying the total number of participations to be redeemed; or (c) on participation certificates tendered for redemption and, if participations held by the Trust are also being redeemed, on the letter or stock power.

Redemption Price:  The redemption price will be the NAV per participation of the Trust next determined after receipt by the Trust of a redemption request in proper form.

The redemption price per participation is computed on any Trust business day, which is each day on which the NYSE opens for regular trading and the Federal Reserve Bank of New York and the Trustee are open for business, with the exception of those days on which the SEC determines that trading may be restricted on the NYSE. The calculation is made by (a) adding: (i) the aggregate value of the portfolio securities; (ii) available cash; (iii) amounts in the Distributive Fund, including dividends on the portfolio securities and interest on the investment of monies in the Distributive Fund; and (iv) any other assets of the Trust and (b) deducting: (i) taxes and other governmental charges; (ii) fees and expenses of the Trust; (iii) cash allocated for distribution to participants of record as of a date prior to the evaluation; and (iv) any other liabilities of the Trust. On days when the Trust is closed for business, the Trust does not transact purchase and redemption orders.

Participations will be redeemed in cash from the Trust Fund and the Distributive Fund at a price equal to the next determined participation value following receipt of an appropriate request multiplied by the number of participations being redeemed and subject to payment by the participant of any tax or other governmental charge. If there is insufficient cash in the Trust Fund to pay the portion of the redemption price attributable thereto, the Trustee shall sell stock units. Sales of such securities will be at the best price obtainable subject to any minimum value limitations on sales specified by the Sponsor.

 

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A security listed or traded on a recognized stock exchange is valued at its last sale price prior to the time when assets are valued on the principal exchange on which the security is traded. Portfolio securities reported by NASDAQ will be valued at the NASDAQ Official Closing Price on the valuation day. If no sale is reported at that time, the mean between the current bid and asked price will be used. All other securities for which over-the-counter market quotations are readily available are valued at the mean between the last current bid and asked price. Short-term securities having maturity of sixty (60) days or less are valued at amortized cost, when it is determined by the Trustee that amortized cost reflects the fair value of such securities. Securities for which market quotations are not readily available and other assets are valued at fair value as determined in good faith by the Trustee.

The right of redemption may be suspended: (a) for any period during which the NYSE is closed or the SEC determines that trading on the NYSE is restricted; (b) when there is an emergency as determined by the SEC as a result of which it is not reasonably practicable for the Trust to dispose of securities owned by it or to determine fairly the value of its net assets; or (c) for such other periods as the SEC may by order permit for the protection of participants. Due to the proportionately high cost of maintaining smaller accounts, the Trust reserves the right to redeem all participations in an account with a value of less than $500 other than as a result of a change in NAV and mail the proceeds to the participant. Participants will be notified before these redemptions are to be made and will have thirty (30)  days to make an additional investment to bring their accounts up to the required minimum.

SHAREHOLDER SERVICES

Transfer

Participations may be transferred to another owner. A signature guarantee of the registered participant is required on the letter of instruction or other instrument of assignment.

Systematic Withdrawal Plan

Participants may elect to withdraw cash in fixed amounts from their accounts at regular intervals. The minimum investment to establish a Systematic Withdrawal Plan is $10,000. The minimum withdrawal is $100. Participants may choose from monthly, quarterly, semi-annual or annual payments. If the proceeds are to be mailed to someone other than the registered owner, a signature guarantee is required.

Group Sub-Accounting: To minimize record-keeping by fiduciaries, corporations and certain other investors, the minimum initial investment may be waived.

EXCHANGE PRIVILEGE

Participations may be exchanged for shares of certain funds managed by the Sponsor, on the basis of relative NAV per share at the time of the exchange. In the event shares of one or more of these funds being exchanged by a single investor have a value in excess of $500,000, under certain circumstances, participations may not be purchased until the third business day following the redemption of the shares being exchanged in order to enable the redeeming fund to utilize normal securities settlement procedures in transferring the proceeds of the redemption to the Trust.

SYSTEMATIC EXCHANGE PRIVILEGE

With an initial account balance of at least $5,000 and subject to information and limitations outlined in this section, you may elect to have a specified dollar amount of participation units systematically exchanged. This systematic exchange can be effected monthly, quarterly, semi-annually or annually from your Trust account to an identically registered account of the Voya mutual fund listed in this section.

The Exchange Privilege and the Systematic Exchange Privilege may be modified at any time or terminated upon sixty (60) days’ written notice to participants.

The Voya mutual fund currently available for exchange is:

Voya GNMA Income Fund (Nasdaq Symbol: LEXNX) Seeks a high level of current income consistent with liquidity and safety of principal through investment primarily in Government National Mortgage Association (“GNMA”) mortgage-backed securities (also known as GNMA Certificates) that are guaranteed as to the timely payment of principal and interest by the U.S. government.

The Exchange Privilege enables a participant to acquire another Voya mutual fund with a different investment objective when the participant believes that a shift between funds is an appropriate investment decision. Participants contemplating an exchange should obtain and review the prospectus of the Voya mutual fund to be acquired. If an

 

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exchange involves investing in an Voya mutual fund not already owned and a new account has to be established, the dollar amount exchanged must meet the minimum initial investment of the Voya mutual fund being purchased. Participants must provide the account number of the existing account. Any exchange between Voya mutual funds is, in effect, a redemption in one Voya mutual fund and a purchase in the other Voya mutual fund. Participants should consider the possible tax effects of an exchange. The Trust and other Voya mutual funds are intended for long-term investment and not as short-term trading vehicles. Voya may prohibit excessive exchanges. Shareholders may make exchanges among their accounts with Voya mutual funds four times each year. Subsequent transactions may not be effected within 30 days of the last transaction. In addition, purchase and sale transactions that are the functional equivalent of exchanges will be subject to these limits. On January 1 of each year, the limit restriction will be reset for all shareholders and any trade restrictions that were placed on an account due to a violation of the policy in the prior year will be removed. The Trust reserves the right to specifically address any trading that might otherwise appear to comply with the restrictions described above if, after consultation with appropriate compliance personnel, it is determined that such trading is nevertheless abusive or adverse to the interests of long-term shareholders. The Trust also reserves the right to modify the frequent trading-market timing policy at any time without prior notice, depending on the needs of the Trust and/or state or federal regulatory requirements.

Telephone Exchange/Redemption Provisions

The telephone exchange and redemption privilege will automatically be assigned to your account unless you decline this privilege on the New Account Application. Exchange or redemption instructions may be given in writing or by telephone.

Telephonic exchanges/redemptions can only involve participants registered on the books of the Trustee; participations held in certificate form cannot be exchanged until surrendered. However, outstanding certificates can be returned to the Trustee and qualify for these services. Any new account established with the same registration will also have the privileges of exchange/redemption by telephone. All accounts involved in a telephonic exchange must have the same registration and dividend option as the account from which the participations were transferred and will also have the privilege of exchange by telephone in the Voya mutual funds in which these services are available.

By not checking the box(es) on the New Account Application declining telephone exchange and/or telephone redemption services, a participant constitutes and appoints Voya Funds Services, LLC (“Voya Funds Services”), the shareholder servicing agent for the Voya mutual funds, as the true and lawful attorney to surrender for redemption or exchange any and all non-certificate shares held by the Trustee in account(s) designated, or in any other account with the Voya mutual funds, present or future which has the identical registration with full power of substitution in the premises and authorizes and directs Voya Funds Services to act upon any instruction from any person by telephone for exchange of shares held in any of these accounts, to purchase shares of any other Voya mutual fund that is available, provided the registration and mailing address of the shares to be purchased are identical to the shares being redeemed, and agrees that neither Voya Funds Services, the Trustee, the Trust or the Voya mutual fund(s) will be liable for any loss, expense or cost arising out of any requests effected in accordance with this authorization which would include requests effected by imposters or persons otherwise unauthorized to act on behalf of the account. Voya Funds Services, the Transfer Agent, and the Trust will employ reasonable procedures to confirm that instructions communicated by telephone are genuine and if they do not employ reasonable procedures they may be liable for any losses due to unauthorized or fraudulent instructions. The identification procedures may include, but are not limited to, the following: account number, registration and address, taxpayer identification number and other information particular to the account. In addition, all exchange transactions will take place on recorded telephone lines and each transaction will be confirmed in writing by the Trust. Voya Funds Services reserves the right to cease to act as agent subject to the above appointment upon thirty (30) days’ written notice to the address of record. If the participant is an entity other than an individual, such entity may be required to certify that certain persons have been duly elected and are now legally holding the titles given and that the said corporation, trust, unincorporated association, etc., is duly organized and existing and has the power to take action called for by this continuing authorization.

Tax Sheltered Retirement Plans

The Trust offers a Prototype Pension and Profit Sharing Plan, including IRAs, SEP-IRA Rollover Accounts, and 403(b)(7) Plans. Plan support services are available through the Shareholder Services Department of the Sponsor. For further information, call (800) 992-0180. An investor participating in any of the Trust’s special plans has no obligation to continue to invest in the Trust and may terminate the Plan with the Trust at any time. Except for expenses of sales and promotion, executive and administrative personnel, and certain services which are furnished by the Sponsor, the cost of

 

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the plans generally is borne by the Trust; however, each Qualified Retirement Plan account is subject to an annual maintenance fee of $12.00 charged by the Trustee.

Distribution Reinvestment Program

On June 30 and December 31 of each year, the Distribution Dates, the Trustee will compute to at least two decimal places the amount of the semi-annual distribution per participation for participants of record, and shall use such distributions to purchase additional participations unless the Trustee has been instructed by the participant, in writing, prior to the Distribution Date to pay such distributions in cash.

TAXATION

The Trust is treated as a fixed investment trust under the Internal Revenue Code of 1986, as amended (the “Code”), and not an association taxable as a corporation. The Trust is also treated as a grantor trust under the Code. As a result, the Trust will not be subject to federal income taxes. In addition, for federal income tax purposes, each participant is treated as the owner of his pro rata portion (i.e., the ratio of the number of participations owned by the participant to the total number of participations outstanding) of: (i) the common stock of each corporation and any cash held in the Trust Fund; and (ii) the securities and cash held in the Distributive Fund.

Each participant is treated as receiving his/her pro rata portion of dividends and any other distributions received by the Trust on the common stock of the corporations held in the Trust Fund and interest received by the Trust from the investment of such dividends (and any other amounts) deposited in the Distributive Fund. Each participant shall include in gross income his/her pro rata portion of such dividends and interest when such dividends and interest are received by the Trust (or, in the case of an accrual basis participant, as such interest accrues), regardless of when such dividends and interest are distributed by the Trust to participants (or reinvested in additional participations) and regardless of the fact that a portion of such dividends and interest are not distributed to participants (or reinvested in additional participations) but rather are used to pay the fees and expenses of the Trust. A corporate participant will generally be entitled to the dividends-received deduction with respect to the dividends so included in its gross income, subject to various limitations and restrictions imposed by the Code.

Current tax law generally provides for a maximum tax rate for individual taxpayers of either 15% or 20% (depending on whether the individual’s income exceeds certain threshold amounts) on long-term capital gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers or to foreign shareholders. The following are guidelines for how certain earnings of the Trust are generally taxed to individual taxpayers:

 

   

Earnings from qualifying dividends and qualifying long-term capital gains generally will be taxed at a maximum rate of 15% or 20%.

 

   

Note that earnings from dividends paid by certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends.

 

   

A shareholder will also have to satisfy a more than 60-day holding period with respect to any qualifying dividends in order to obtain the benefit of the lower tax rate.

 

   

Earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be subject to tax at the ordinary income tax rate applicable to the taxpayer.

An additional 3.8% Medicare tax will be imposed on certain net investment income (including dividends, interest and net gains from redemptions or other taxable dispositions of securities held through the Trust) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

A corporate participant will also be entitled to a deduction for its pro rata portion of fees and expenses paid by the Trust. For taxable years beginning before 2026, a noncorporate individual participant generally will not be permitted to deduct his/her pro rata portion of fees and expenses paid by the Trust.

The purchase price paid by a participant for his/her participations (excluding any portion thereof attributable to, and to be deposited in, the Distributive Fund) shall be allocated (based upon relative fair market values) among the participant’s pro rata portion of the common stock of each corporation and any cash held in the Trust Fund, in order to determine his/her tax basis in his/her pro rata portion of the common stock of each corporation. If the common stock of any of the corporations held in the Trust Fund is sold by the Trust, each participant will be considered to have sold his/her pro rata portion of the common stock of that corporation and will be considered to have received his/her pro rata

 

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portion of the sale proceeds received by the Trust. If a participant redeems his/her participations, he/she will be considered to have sold his/her pro rata portion of the common stock of each corporation. The redemption price received by the participant (excluding any portion thereof attributable to, and paid out of, the Distributive Fund) shall be allocated (based upon relative fair market values) among his/her pro rata portion of the common stock of each corporation and any cash held in the Trust Fund. If a participant is considered to have sold his/her pro rata portion of the common stock of any corporation, he/she will recognize a capital gain or loss equal to the difference between the amount he/she is considered to have received with respect thereto and his/her tax basis therein. Any such capital gain or loss generally will be long-term capital gain or loss if the participant held his/her participations for more than one year.

Under the backup withholding rules of the Code, certain participants may be subject to 24% (at current tax rates) withholding of federal income tax on distributions and redemption payments made by the Trust. In order to avoid this backup withholding, a participant must provide the Trust with a correct taxpayer identification number (which for most individuals is their Social Security number) or certify that it is a corporation or otherwise exempt from or not subject to backup withholding. The New Account Application included with this Prospectus provides for participant compliance with these certification requirements.

Unlike most mutual funds, the Trust is required to report taxable and non-taxable income, capital gains, and expenses attributable to your investment on Internal Revenue Service (“IRS”) Form 1041, Schedule K-1 rather than merely reporting distributions of income and gains on IRS Form 1099. Because accurate information is required, the Trust will normally report information only after the annual audit of the Trust. Although the Trust is generally required to provide Form 1041, Schedule K-1 to investors by April 15th following the calendar year to which such information relates, the Trust attempts to provide Form 1041, Schedule K-1 in an expeditious manner after the required information is available, normally in early March.

If you are a foreign investor, you may be subject to U.S. federal withholding taxes on some or all of the income from the Trust. Foreign investors should consult their tax advisors with respect to the potential application of U.S. federal withholding taxes to their particular circumstances.

Sections 1471 through 1474 of the Code (“FATCA”) generally impose a withholding tax of up to 30% on certain payments to persons that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Participants should consult their tax advisors regarding the potential application of FATCA to their particular circumstances.

Prospective participants are urged to consult their own tax advisors as to the tax consequences of an investment in the Trust.

INVESTMENT RETURN

The Trust may, from time to time, include total return information in advertisements and reports to participants. The average annual total return of the Trust for the one- (1), five- (5), and ten- (10) year periods ended December 31, 2022 is set forth in the following table:

 

Period

  

Average Annual

Total Return

1 year ended December 31, 2022

   3.96%

5 years ended December 31, 2022

   9.55%

10 years ended December 31, 2022

   10.82%

 

This performance is calculated pursuant to the formula P(1+T)n = ERV (where P = a hypothetical investment of $1,000; T = the average annual total return; n = the number of years and ERV = the ending redeemable value of the hypothetical $1,000 investment). The computation reflects the reinvestment of all dividends and distributions reinvested on participations acquired with the original hypothetical $1,000 investment. Past results are not necessarily representative of future results.

Comparative performance information may be used from time to time in advertising or marketing of the Trust’s participations, including data from Lipper, Inc., the Dow Jones Industrial Average Index and S&P 500® Index. Such comparative performance information will be stated in the same terms in which the comparative data and indices are stated.

 

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AMENDMENT AND TERMINATION

The Sponsor and Trustee may amend the Indenture without the consent of participants: (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent; (ii) to change any provision as may be required by the SEC or any successor governmental agency; or (iii) to make any other provisions which do not adversely affect the interest of participants. The Indenture may be amended by the Sponsor and the Trustee with the consent of a majority of the participations entitled to vote.

The Trust and Indenture will terminate on November 30, 2100 or upon the sale or disposition of the last portfolio security of the Trust unless terminated sooner by written instrument executed by the Sponsor and consented to by participants owning 51% of the then outstanding participations. The Trustee will deliver written notice of any termination to each participant specifying the times at which the participants may surrender their certificates for cancellation. Within a reasonable period of time after the termination, the Trustee will distribute to each participant registered on the Trustee’s books in uncertificated form, and to each other participant upon surrender for cancellation of his certificate, after deducting all unpaid expenses, fees, taxes and other governmental charges, the participant’s interest in the Distributive Fund (into which had been deposited the proceeds from the sale of the portfolio securities) and furnish to each participant a final account statement.

RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY OF SPONSOR

Sponsor

The Sponsor may resign upon written notice to the Trustee. The resignation will not become effective unless the Trustee shall have appointed a successor sponsor to assume, with such compensation as the Trustee may deem reasonable under the circumstances, the duties of the resigning Sponsor. If the Sponsor fails to perform its duties for thirty (30) days after notice from the Trustee, or becomes incapable of acting or becomes bankrupt or its affairs are taken over by a public official, then the Sponsor will be automatically discharged. The Sponsor shall be under no liability to the Trust or to the participants for taking any action or for refraining from taking any action in good faith or for errors in judgment or for depreciation or loss incurred by reason of the purchase or sale of any portfolio security. This provision, however, shall not protect the Sponsor in cases of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties.

Trustee

The Trustee may resign upon written notice to the Sponsor and by mailing a copy of such notice to all participants of record not less than sixty (60) days prior to the effective date of their resignation. The Sponsor shall then use its best efforts to promptly appoint a successor trustee, and if upon resignation of the Trustee no successor has been appointed within thirty days after notification, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor. If, after such an application by the Trustee is made to a court of competent jurisdiction and the court is unable to appoint a successor trustee, then no earlier than six (6) months after the date of such application, the Trustee may notify each participant and the Sponsor that the Trust shall terminate on a day no earlier than six months from the date of such notice unless a successor trustee is appointed. If the Trustee fails to perform its duties or becomes incapable of acting or becomes bankrupt or a public official takes over its affairs, the Sponsor may remove the Trustee and appoint a successor trustee by written notice to the Trustee. The Trustee shall be under no liability for any action taken in good faith in reliance upon prima facie properly executed documents or for the disposition of monies or portfolio securities. This provision shall not protect the Trustee in cases of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties. The Trustee will not be responsible for the misconduct of any of its agents, attorneys, accountants or auditors if they were selected with reasonable care.

MISCELLANEOUS

Trustee

The Trustee is The Bank of New York Mellon (Federal I.D. #13-5160382), a trust company incorporated under the laws of New York and subject to regulation by the FDIC. Its principal office is at 240 Greenwich Street New York, New York 10286. The Trustee receives a fee of $10,000 per year for its services as set forth in the Indenture and is reimbursed for all of its disbursements relating to the Trust. In addition, the Trustee receives fees for acting as Custodian and for providing portfolio, tax accounting and recordkeeping services. During the year ended December 31, 2022, fees received by The Bank of New York Mellon were $36,135.

 

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Sponsor

The Sponsor, Voya Investments (Federal I.D. #03-0402099), an Arizona limited liability company, is registered with the SEC as an investment adviser. The Sponsor is responsible for performing certain administrative services for the Trust including shareholder servicing, answering inquiries, blue sky compliance and accounting. For performing such administrative services the Sponsor receives an annual fee of 0.40% of the Trust’s average daily net assets. For the year ended December 31, 2022, Voya Investments received fees of $3,202,789.

The Sponsor began business as an investment adviser in 1994 and currently serves as investment adviser to certain registered investment companies, consisting of open- and closed-end registered investment companies and collateralized loan obligations. The Sponsor is an indirect subsidiary of Voya Financial, Inc. Voya Financial, Inc. is a U.S.-based financial institution whose subsidiaries operate in the retirement, investment, and insurance industries.

The Sponsor’s principal office is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. As of December 31, 2022, the Sponor managed approximately $73.2 billion in assets.

The principal officers of the Sponsor and their principal occupations during the past five years are as follows:

 

Name, Address and Year of Birth

  

Position(s) Held with the Sponsor

  

Principal Occupation(s)
During the Past 5 Years(1)

Andy Simonoff

(1973)

5780 Powers Ferry Road NW

Atlanta, Georgia 30327

   Director, President, and
Chief Executive Officer
   Director, President, and Chief Executive Officer, Voya Investments, LLC, Voya Funds Services, LLC, and Voya Capital, LLC (January 2023 – Present); Managing Director, Chief Strategy and Transformation Officer, Voya Investment Management (January 2020 – Present). Formerly, Managing Director, Head of Business Management, Voya Investment Management (March 2019 – January 2020); Managing Director, Head of Business Management, Fixed Income, Voya Investment Management (November 2015 – March 2019).

James M. Fink

(1958)

230 Park Avenue

New York, New York 10169

   Managing Director    Managing Director, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Chief Administrative Officer, Voya Investment Management (September 2017 – Present).

Huey P. Falgout, Jr.

(1963)

7337 East Doubletree Ranch

Road, Suite 100

Scottsdale, Arizona 85258

   Managing Director    Managing Director of Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (August 2022 – Present); Managing Director and Head of IM Legal (October 2019 – Present). Formerly, Managing Director and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2019 – October 2019); Senior Vice President and Secretary, Voya Investments, LLC (December 2018 – August 2022); Secretary, Voya Funds Services, LLC (January 2004 – August 2022) and Voya Capital, LLC (January 2000 – August 2022); Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – February 2019).

 

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Name, Address and Year of Birth

  

Position(s) Held with the Sponsor

  

Principal Occupation(s)
During the Past 5 Years(1)

Jonathan Nash

(1967)

230 Park Avenue

New York, New York 10169

   Executive Vice President and
Chief Investment Risk Officer
   Executive Vice President and Chief Investment Risk Officer, Voya Investments, LLC (March 2020 – Present); Senior Vice President, Investment Risk Management, Voya Investment Management (March 2017 – Present). Formerly, Vice President, Voya Investments, LLC (September 2018 – March 2020).

Catrina Willingham

(1978)

5780 Powers Ferry Road NW

Atlanta, Georgia 30327

   Vice President and
Chief Financial Officer
   Vice President and Chief Financial Officer, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (February 2023 – Present); Vice President and Controller, Voya Investment Management (May 2018 – Present). Formerly, Vice President and Controller, Voya Investment, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (September 2018 – January 2023); Assistant Vice President – Head of External Client SOX Controls, Voya Investment Management (August 2016 – May 2018).

Erica McKenna

(1972)

7337 East Doubletree Ranch

Road, Suite 100

Scottsdale, Arizona 85258

   Vice President and Chief Compliance Officer    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).

Joanne F. Osberg

(1982)

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

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

Michelle P. Luk

(1983)

230 Park Avenue

New York, New York 10169

   Senior Vice President and Treasurer    Senior Vice President and Treasurer, Voya Investments, LLC, Voya Capital, LLC, Voya Funds Services, LLC, and Voya Financial, Inc. (May 2022 – Present). Formerly, Managing Director, Goldman Sachs (August 2005 – April 2022).
(1)

The officers hold office until their successors shall have been elected and qualified.

Distributor

The Trustee has appointed the Distributor, Voya Investments Distributor, LLC (Federal I.D. #95-4516047), a Delaware limited liability company and registered broker-dealer, to act as distributor for the Trust. The Distributor is an indirect

 

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subsidiary of Voya Financial, Inc. and is an affiliate of the Sponsor. The Distributor’s principal office is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034. The Distributor receives no financial consideration for its services.

Independent Registered Public Accounting Firm

Ernst & Young LLP serves as an independent registered public accounting firm for the Trust. Ernst & Young LLP provides audit services and tax return preparation services. Ernst & Young LLP is located at 200 Clarendon Street, Boston, Massachusetts 02116.

Privacy Policy

The Voya mutual funds have adopted a policy concerning investor privacy. To review the privacy policy, contact a Shareholder Services Representative at (800) 992-0180, obtain a policy over the internet at www.voyainvestments.com, or see the privacy promise that accompanies this Prospectus.

This Prospectus does not contain all of the information with respect to the investment company set forth in its registration statements and exhibits relating thereto which have been filed with the SEC, Washington, D.C. under the Securities Act of 1933 and the Investment Company Act of 1940, and to which reference is hereby made.

*        *        *         *        *

 

*        *        *         *        *

No person is authorized to give any information or to make any representations not contained in this Prospectus; and any information or representation not contained herein must not be relied upon as having been authorized by the Trust, the Trustee or the Sponsor. The Trust is registered as a unit investment trust under the Investment Company Act of 1940. Such registration does not imply that the Trust has been guaranteed, sponsored, recommended or approved by the United States or any state or any agency or officer thereof.

*        *        *         *        *

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy securities in any state to any person to whom it is not lawful to make such offer in such state.

 

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IF YOU HAD INVESTED $10,000 82 YEARS AGO

ILLUSTRATION OF AN ASSUMED INVESTMENT OF $10,000

With Income Dividends and Capital Gains Distributions Reinvested

The table below covers the period from March 16, 1941 to December 31, 2022. This period was one of generally rising common stock prices. The results shown should not be considered as a representation of the dividends and other distributions which may be realized from an investment made in the Trust today. A program of the type illustrated does not assure a profit or protect against depreciation in declining markets.

Long-term investments in industry, such as Voya Corporate Leaders® Trust Fund, Series B, tend to move with the basic inflationary trend and offer your dollars an opportunity to grow.

Cumulative cost figure represents the initial investment of $10,000 plus the cumulative amount of dividends reinvested. Dividends and other distributions were assumed to have been reinvested in additional participations at the reinvestment price. The value of participations “Initially Acquired” includes the value of additional participations created as a result of the reinvestment of that portion of the semi-annual distributions representing “A Return of Capital” (the proceeds from securities sold representing the cost of securities sold, and other principal transactions). No adjustment has been made for any income taxes payable by Participants on dividends or other distributions reinvested in additional participations.

The dollar amounts of distributions from realized gains (determined at the Trust level) reinvested in additional participations were: 1941—None; 1942—None; 1943—None; 1944—$3; 1945—$450; 1946—None; 1947—$44; 1948—$338; 1949—None; 1950—$283; 1951—$796; 1952—$185; 1953—$10; 1954—$812; 1955—$474; 1956—$4,347; 1957—$48; 1958—$17; 1959—$3,032; 1960—$2,371; 1961—$2,118; 1962—$2,749; 1963—$735; 1964—$3,138; 1965—$9,035; 1966—$1,077; 1967—$48; 1968—$4,121; 1969—$102; 1970—$644; 1971—$1,862; 1972—$2,300; 1973—None; 1974—None; 1975—None; 1976—$5,071; 1977—$4,161; 1978—None; 1979—None; 1980—$5,182; 1981—$31,473; 1982—None; 1983—$18,602; 1984—$8,258; 1985—$39,496; 1986—$64,138; 1987—$69,182; 1988—$49,350; 1989—$99,410; 1990—$148,727; 1991—$39,773; 1992—$52,819; 1993—$46,262; 1994—$160,296; 1995—$7,696; 1996—$62,612; 1997—$664,104; 1998—$83,389; 1999—$51,130; 2000—$144,290; 2001—None; 2002—None; 2003—None; 2004—$318; 2005—$49,885; 2006—None; 2007—$219,134; 2008—$810; 2009—None; 2010—$118,450; 2011—None; 2012—None; 2013—None; 2014—$231,855; 2015—None; 2016—$114,627; 2017—None; 2018—None; 2019—None; 2020—None; 2021—None; 2022—None; Total $2,631,639.

 

                          VALUE OF PARTICIPATIONS         
   
Year
Ended
Dec. 31
   Amount of
Dividends
Reinvested Semi-
Annually
     Cumulative Cost
of Participations
Purchased
Through
Reinvestment
of Dividends
     Cumulative
Cost
Including
Reinvested
Dividends
     Initially
Acquired
     Purchased
Through
Reinvestment
of Distributions
From Realized
Gains
(Cumulative)
     Sub-Total      Purchased
Through
Reinvestment
of Dividends
(Cumulative)
     Net Asset
Value
     Number of
Participations
 

1941*

                 $ 10,000      $ 8,799             $ 8,799             $ 8,799        566  

1942

                   10,000        9,613               9,613               9,613        584  

1943

   $ 190      $ 190        10,190        10,809               10,809      $ 188        10,997        601  

1944

     192        382        10,382        11,983      $ 3        11,986        402        12,388        620  

1945

     215        597        10,597        14,709        464        15,173        682        15,855        693  

1946

     187        784        10,784        13,961        430        14,391        816        15,207        716  

1947

     370        1,154        11,154        14,639        447        15,086        1,141        16,227        824  

1948

     513        1,668        11,668        14,840        718        15,558        1,480        17,038        989  

1949

     509        2,177        12,177        17,113        701        17,814        1,968        19,782        1,176  

1950

     804        2,980        12,980        19,871        994        20,865        2,779        23,644        1,392  

1951

     1,012        3,992        13,992        21,659        1,756        23,415        3,674        27,089        1,652  

1952

     1,054        5,046        15,046        24,356        2,016        26,372        4,901        31,273        1,845  

1953

     1,217        6,263        16,263        24,849        2,030        26,879        6,149        33,028        1,945  

1954

     1,378        7,641        17,641        33,779        3,476        37,255        9,475        46,730        2,117  

1955

     1,599        9,240        19,240        39,164        4,398        43,562        12,349        55,911        2,243  

1956

     1,790        11,030        21,030        38,511        7,051        45,562        10,475        56,037        3,123  

1957

     1,910        12,940        22,940        36,268        6,574        42,842        11,496        54,338        3,269  

1958

     2,134        15,075        25,075        48,925        8,778        57,703        17,710        75,413        3,406  

1959

     2,184        17,258        27,258        55,426        11,821        67,247        19,992        87,239        3,906  

1960

     2,416        19,674        29,674        55,782        12,653        68,435        19,772        88,207        4,562  

1961

     2,697        22,371        32,371        67,126        16,993        84,119        25,757        109,876        4,881  

1962

     2,926        25,296        35,296        62,396        17,033        79,429        24,446        103,875        5,541  

1963

     3,243        28,540        38,540        71,467        19,863        91,330        30,711        122,041        5,803  

1964

     3,553        32,093        42,093        83,001        24,049        107,050        35,865        142,915        6,452  

1965

     3,855        35,948        45,948        92,523        30,246        122,769        35,623        158,392        8,066  

1966

     4,571        40,519        50,519        74,713        24,491        99,204        31,774        130,978        8,606  

1967

     5,060        45,579        55,579        83,121        27,090        110,211        40,165        150,376        8,948  

1968

     5,573        51,153        61,153        89,160        32,157        121,317        46,879        168,196        9,710  

1969

     5,915        57,068        67,068        75,017        26,979        101,996        44,536        146,532        10,115  

1970

     6,009        63,077        73,077        82,621        28,564        111,185        52,500        163,685        10,957  

1971

     6,190        69,267        79,267        93,454        32,126        125,580        61,694        187,274        11,856  

1972

     6,585        75,852        85,852        108,913        38,484        147,397        75,949        223,346        12,605  

1973

     7,371        83,223        93,223        93,151        32,729        125,880        71,868        197,748        13,123  

1974

     8,196        91,419        101,419        68,448        22,864        91,312        57,376        148,688        14,124  

1975

     9,139        100,557        110,557        91,498        30,474        121,972        85,413        207,385        14,781  

1976

     9,666        110,223        120,223        115,461        37,963        153,424        101,306        254,730        16,914  

1977

     11,237        121,460        131,460        108,466        35,919        144,385        96,397        240,782        18,898  

1978

     13,283        134,743        144,743        110,210        34,687        144,897        105,738        250,635        20,370  

1979

     15,804        150,547        160,547        139,110        34,774        173,884        121,307        295,191        23,931  

1980

     19,369        169,916        179,916        173,026        47,488        220,514        165,362        385,876        26,181  

1981

     21,822        191,738        201,738        163,070        62,645        225,715        140,698        366,413        33,836  

1982

     24,452        216,190        226,190        191,554        69,992        261,546        183,359        444,905        36,772  

1983

     25,923        242,114        252,114        235,913        91,870        327,783        218,649        546,432        42,757  

1984

     28,926        271,040        281,040        250,855        91,476        342,331        226,566        568,897        49,375  

1985

     31,808        302,848        312,848        333,623        145,913        479,536        293,217        772,753        58,251  

1986

     39,216        342,064        352,064        408,170        212,840        621,010        342,608        963,618        69,711  

1987

     40,394        382,458        392,458        412,599        241,185        653,784        326,728        980,512        83,847  

1988

     71,268        453,726        463,726        470,438        297,425        767,863        407,155        1,175,018        97,918  

1989

     45,103        498,829        508,829        583,494        438,476        1,021,970        509,512        1,531,482        111,950  

1990

     51,303        550,132        560,132        552,346        473,992        1,026,338        440,810        1,467,148        139,330  

1991

     55,828        605,960        615,960        654,372        558,392        1,212,764        539,190        1,751,954        152,079  

1992

     55,460        661,420        671,420        700,391        619,341        1,319,732        600,946        1,920,678        165,291  

1993

     54,505        715,925        725,925        814,945        727,611        1,542,556        715,658        2,258,214        176,699  

1994

     60,332        776,257        786,257        832,095        759,684        1,591,779        649,069        2,240,848        213,211  

1995

     61,329        837,586        847,586        1,207,794        998,228        2,206,022        913,513        3,119,535        227,040  

1996

     64,546        902,132        912,132        1,452,214        1,232,426        2,684,640        1,134,598        3,819,238        237,959  

1997

     71,379        973,511        983,511        1,794,519        1,785,369        3,579,888        1,121,302        4,701,190        315,940  

1998

     72,385        1,045,896        1,055,896        1,948,610        1,965,327        3,913,937        1,254,684        5,168,621        329,211  

1999

     78,614        1,124,510        1,134,210        2,198,244        2,216,745        4,414,989        1,460,590        5,875,579        339,629  

2000

     83,954        1,208,464        1,218,464        2,110,219        2,102,065        4,212,284        1,373,566        5,585,850        365,566  

2001

     87,573        1,296,037        1,306,037        2,078,537        2,010,351        4,088,888        1,404,585        5,493,473        374,470  

2002

     101,940        1,397,977        1,407,977        1,949,478        1,593,186        3,542,664        1,297,329        4,839,993        385,657  

2003

     118,480        1,516,457        1,526,457        2,404,867        1,963,872        4,368,739        1,726,265        6,095,003        394,004  

2004

     130,047        1,646,504        1,656,504        2,762,373        2,256,205        5,018,578        2,121,108        7,139,687        401,801  

2005

     141,479        1,787,983        1,797,983        3,082,995        2,422,917        5,505,912        2,373,446        7,879,358        422,052  

2006

     170,464        1,958,447        1,968,447        3,628,162        2,851,178        6,479,340        2,974,315        9,453,654        430,307  

2007

     170,749        2,129,196        2,139,196        3,989,782        3,203,990        7,193,772        3,282,768        10,476,540        455,926  

2008

     90,253        2,219,449        2,229,449        2,796,979        2,246,741        5,043,720        2,368,431        7,412,151        460,126  

2009

     285,945        2,505,395        2,515,395        3,025,557        2,418,280        5,443,837        2,868,890        8,312,727        480,013  

2010

     177,865        2,683,259        2,693,259        3,539,563        2,977,230        6,516,793        3,557,401        10,074,194        497,163  

 

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                          VALUE OF PARTICIPATIONS         
   
Year
Ended
Dec. 31
   Amount of
Dividends
Reinvested Semi-
Annually
     Cumulative Cost
of Participations
Purchased
Through
Reinvestment
of Dividends
     Cumulative
Cost
Including
Reinvested
Dividends
     Initially
Acquired
     Purchased
Through
Reinvestment
of Distributions
From Realized
Gains
(Cumulative)
     Sub-Total      Purchased
Through
Reinvestment
of Dividends
(Cumulative)
     Net Asset
Value
     Number of
Participations
 

2011

   $ 178,456      $ 2,861,715      $ 2,871,715      $ 3,918,008      $ 3,285,371      $ 7,203,379      $ 4,103,895      $ 11,307,275        505,688  

2012

     235,904        3,097,619        3,107,619        4,352,124        3,649,271        8,001,395        4,799,571        12,800,965        515,383  

2013

     250,866        3,348,484        3,358,484        5,548,606        4,652,930        10,201,536        6,384,674        16,586,210        523,743  

2014

     993,684        4,342,168        4,352,168        5,556,664        5,109,409        10,666,073        7,706,471        18,372,544        576,744  

2015

     395,486        4,737,654        4,747,654        4,798,352        4,425,691        9,224,043        7,057,705        16,281,748        590,052  

2016

     770,200        5,507,854        5,517,854        5,361,720        5,194,778        10,556,498        8,882,281        19,438,779        625,176  

2017

     425,219        5,933,073        5,943,073        6,108,534        5,944,312        12,052,846        10,614,713        22,667,559        637,119  

2018

     454,116        6,387,189        6,397,189        5,638,494        5,511,283        11,149,777        10,282,400        21,432,177        649,718  

2019

     505,919        6,893,108        6,903,108        6,688,409        6,566,300        13,254,709        12,766,097        26,020,805        662,076  

2020

     542,388        7,435,496        7,445,496        6,798,451        6,708,019        13,506,470        13,641,036        27,147,506        676,147  

2021

     554,908        7,990,404        8,000,404        8,436,620        8,370,851        16,807,472        17,604,706        34,412,178        687,099  

2022

     619,170        8,609,574        8,619,574        8,594,540        8,550,362        17,144,902        18,629,997        35,774,900        699,029  

*  From March 16, 1941.

Note—During 1990 all sales charges were eliminated. The above table reflects the change to a “no load” status as if it were in effect for the entire period shown. The amounts shown as dividends for periods after October 31, 1988 include interest income from the investment of amounts deposited in the Distributive Fund.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participation Holders and Trustee of

Voya Corporate Leaders® Trust Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Voya Corporate Leaders® Trust Fund — Series B (the “Fund”) (one of the series constituting Voya Corporate Leaders® Trust Fund (the “Trust”)), including the portfolio of investments, as of December 31, 2022, 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 three 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 (one of the series constituting Voya Corporate Leaders® Trust Fund) at December 31, 2022, 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 three 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 two-year period ended December 31, 2019, were audited by another independent registered public accounting firm whose report, dated February 13, 2020, expressed an unqualified opinion on those financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Trust’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 Trust 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 Trust is not required to have, nor were we engaged to perform, an audit of the Trust’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 Trust’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 December 31, 2022, 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.

 

LOGO

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

Boston, Massachusetts

February 17, 2023

 

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VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

STATEMENT OF ASSETS AND LIABILITIES as of December 31, 2022

 

 

 

ASSETS:

  

Investments in securities at fair value (cost $402,483,802)

   $ 792,510,798  

Cash

     12,264,984  

Restricted cash (Note 2)

     567,292  

Receivables:

  

Participations sold

     456,598  

Dividends

     4,439  

Prepaid expenses

     16,730  
  

 

 

 

Total assets

     805,820,841  
  

 

 

 

LIABILITIES:

  

Payable for participations redeemed

     1,124,424  

Distribution payable

     567,292  

Accrued Sponsor maintenance fees payable

     273,961  

Other accrued expenses and liabilities

     549,086  
  

 

 

 

Total liabilities

     2,514,763  
  

 

 

 

NET ASSETS

   $ 803,306,078  
  

 

 

 

NET ASSETS WERE COMPRISED OF:

  

Paid-in capital

   $ 424,390,655  

Total distributable earnings

     378,915,423  

NET ASSETS:

  

Balance applicable to participations at December 31, 2022, equivalent to $54.30 per participation on 14,793,580 participations outstanding

   $ 803,306,078  
  

 

 

 

See Accompanying Notes to Financial Statements

 

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VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

STATEMENT OF OPERATIONS for the Year Ended December 31, 2022

 

 

 

INVESTMENT INCOME:

  

Dividends

   $ 17,106,066  

Interest

     33,848  
  

 

 

 

Total investment income

     17,139,914  
  

 

 

 

EXPENSES:

  

Sponsor maintenance fee (Note 4)

     3,202,789  

Transfer agent fees

     505,862  

Shareholder reporting expense

     49,275  

Registration and filing fees

     43,971  

Professional fees

     99,280  

Custody and accounting fees (Note 4)

     36,135  

Miscellaneous expense

     1,825  
  

 

 

 

Total expenses

     3,939,137  
  

 

 

 

Net investment income

     13,200,777  
  

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

  

Net realized gain on investments

     12,049,461  

Net change in unrealized appreciation on investments

     5,032,585  
  

 

 

 

Net realized and unrealized gain on investments

     17,082,046  
  

 

 

 

Increase in net assets resulting from operations

   $ 30,282,823  
  

 

 

 

See Accompanying Notes to Financial Statements

 

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VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

     Year Ended
December 31,
2022
    Year Ended
December 31,
2021
 

FROM OPERATIONS:

    

Net investment income

   $ 13,200,777     $ 12,325,398  

Net realized gain on investments

     12,049,461       22,162,097  

Net change in unrealized appreciation on investments

     5,032,585       142,937,879  
  

 

 

   

 

 

 

Increase in net assets resulting from operations

     30,282,823       177,425,374  
  

 

 

   

 

 

 

FROM DISTRIBUTIONS TO PARTICIPATIONS:

    

Total distributions (excluding return of capital)

     (13,292,795     (12,532,328
  

 

 

   

 

 

 

Total distributions

     (13,292,795     (12,532,328
  

 

 

   

 

 

 

FROM PARTICIPATION TRANSACTIONS:

    

Net proceeds from sale of participations

     52,216,769       16,288,925  

Reinvestment of distributions

     12,185,128       11,507,014  
  

 

 

   

 

 

 
     64,401,897       27,795,939  

Cost of participations redeemed

     (84,009,512     (84,919,641
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from participation transactions

     (19,607,615     (57,123,702
  

 

 

   

 

 

 

Net increase (decrease) in net assets

     (2,617,587     107,769,344  
  

 

 

   

 

 

 

NET ASSETS:

    

Beginning of year (period)

     805,923,665       698,154,321  
  

 

 

   

 

 

 

End of year (period)

   $ 803,906,078     $ 805,923,665  
  

 

 

   

 

 

 

See Accompanying Notes to Financial Statements

 

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VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

FINANCIAL HIGHLIGHTS

 

 

Selected data for each participation of the Trust outstanding throughout each year or period.

 

    Year or Period Ended December 31,  
    2022     2021     2020     2019     2018  

Per Participation Operating Performance:

 

Net asset value, beginning of year or period

  $ 53.14     $ 42.60     $ 41.70     $ 35.00     $ 37.75  

Income (loss) from investment operations:

         

Net investment income (loss)

  $ 0.88   $ 0.79   $ 0.78   $ 0.75   $ 0.69

Net realized and unrealized gain (loss)

  $ 1.18     $ 10.57     $ 0.93     $ 6.72     $ (2.73

Total from investment operations

  $ 2.06     $ 11.36     $ 1.71     $ 7.47     $ (2.04

Less Distributions/Allocations from:

 

Net investment income

  $ 0.90     $ 0.82     $ 0.81     $ 0.77     $ 0.71  

Net realized gains

  $     $     $     $     $  

Tax return of capital

  $     $     $     $     $  

Total distributions/allocations

  $ 0.90     $ 0.82     $ 0.81     $ 0.77     $ 0.71  

Net asset value, end of year or period

  $ 54.30     $ 53.14     $ 42.60     $ 41.70     $ 35.00  

Total Return(1)

    3.96     26.76     4.33     21.41     (5.45 )% 

Ratios to average net assets:

         

Net assets, end of year or period ($000’s)

  $ 803,306     $ 805,924     $ 698,154     $ 797,904     $ 732,507  

Expenses(2)

    0.49     0.51     0.52     0.47     0.46

Net investment income(2)

    1.65     1.64     2.06     1.90     1.82

Portfolio turnover rate

    1.00             3.00     7.00

 

(1)

Total return is calculated assuming reinvestment of all dividends, capital gain distributions and return of capital distributions, if any, at net asset value. Total return for periods less than one year is not annualized.

(2)

Annualized for periods less than one year.

*

Calculated using average number of participations outstanding throughout the period.

See Accompanying Notes to Financial Statements

 

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VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2022

 

 

 

NOTE 1 — NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

Voya Corporate Leaders® Trust Fund, Series B (the “Trust”), is an unincorporated Unit Investment Trust under the Investment Company Act of 1940 and registered as such with the Securities and Exchange Commission. The Trust commenced operations in 1941 as a series of Voya Corporate Leaders® Trust Fund, which was created under a Trust Indenture under New York Law, dated November 18, 1935, as amended.

The Trust seeks long-term capital growth and income through investment generally in an equal number of shares of the common stock of a fixed list of American blue chip corporations.

The Trust is comprised of a Trust Fund (the “Trust Fund”) and a Distributive Fund (the “Distributive Fund”). The Trust Fund is composed of stock units, each unit consisting of one share of common stock of each of the twenty corporations (except with respect to shares received from spin-offs or mergers of existing portfolio securities — see discussion below) and such cash as may be available for the purchase of stock units. Cash received on sales of participations (excluding the portion thereof, if any, attributable to the value of, and therefore deposited in, the Distributive Fund), including distributions by the Trust which are reinvested in additional participations under the Distribution Reinvestment Program described herein, is held in the Trust Fund without interest until receipt of sufficient cash to purchase at least one hundred stock units.

All dividends and any other cash distributions received by the Trust with respect to the common stock held in the Trust Fund are deposited in the Distributive Fund. Any non-cash distributions received by the Trust with respect to the common stock held in the Trust Fund (excluding additional shares of common stock received upon a stock split which shall remain assets of the Trust Fund) are sold by the The Bank of New York Mellon (the “Trustee”) and the proceeds of sale are deposited in the Distributive Fund. The Trustee should invest the funds deposited in the Distributive Fund in debt obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, or in repurchase agreements collateralized by such U.S. government obligations, which mature prior, and as close as practicable, to the next Distribution Date. The interest earned on such investments is also deposited in the Distributive Fund. Fees and expenses of the Trust are paid from the Distributive Fund. The Trustee may from time to time set aside out of the Distributive Fund a reserve for payments of taxes or other governmental charges.

On each Distribution Date, the Trustee uses the money in the Distributive Fund to purchase additional participations for participants under the Distribution Reinvestment Program unless the participant has elected to receive the distribution in cash.

In the event of the merger, consolidation, re-capitalization or readjustment of the issuer of any portfolio security with any other corporation, the Sponsor (as defined below) may instruct the Trustee, in writing, to accept or reject such offer or take such other action as the Sponsor may deem proper. Any securities received in exchange shall be held by the Trust and shall be subject to the terms and conditions of the Indenture to the same extent as the securities originally held in the Trust. Securities received pursuant to an exchange may result in the Trust holding fewer shares than originally held in the portfolio security. Each stock unit issued after the effective date of such an exchange will include one share of the corporation received on exchange.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements. The Trust 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. Valuation of Securities.     The Trust is open for business every day the New York Stock Exchange opens for regular trading (each such day, a “Business Day”). The net asset value (“NAV”) per share of the Trust 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 data reflected on the consolidated tape provided

 

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VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2022 (Continued)

 

 

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

by the CTA is generated by various market centers, including all securities exchanges, electronic communications networks, and third-market broker-dealers. The NAV per share of the Trust is calculated by taking the value of the Trust’s assets, subtracting the Trust’s liabilities and dividing by the number of participations of the Trust that are outstanding. On days when the Trust is closed for business, Trust participations will not be priced and the Trust does not transact purchase and redemption orders. To the extent the Trust’s assets are traded in other markets on days when the Trust does not price its participations, the value of the Trust’s assets will likely change and you will not be able to purchase or redeem participations of the Trust.

A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the regular trading session on the exchange where the security is principally traded or, if such price is not available, at the last sale price as of the Market Close for such security provided by the CTA. Investments for which no sale is reported, or which are traded over-the-counter, are valued at the mean between bid and ask prices. Securities for which market quotations are not readily available and other assets are valued at fair value as determined in good faith by the Trustee.

Fair value is defined as the price that the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Each investment asset or liability of the Trust 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 Voya Investments, LLC’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. A table summarizing the Trust’s investments under these levels of classification is included within the Portfolio of Investments.

B. Income Taxes.     No provision for federal income taxes is made since the Trust, under applicable provisions of the Internal Revenue Code of 1986, as amended, is treated as a Grantor Trust and all its income is taxable to the holders of participations. Management of the Sponsor (“Management”) has considered the sustainability of the Trust’s tax positions taken on federal income tax returns for all open tax years in making this determination.

As of December 31, 2022, no provision for income tax would be required in the Trust’s financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Trust’s federal and state income 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.

C. Distributions to Participation Holders.     Semi-annual distributions will be reinvested at NAV in additional participations of the Trust unless the Trustee has been instructed by the Participant, in writing, prior to the Distribution Date to pay such distributions in cash.

D. Securities Transactions & Revenue Recognition.     Securities transactions are accounted for on the trade date. Realized gains and losses are reported on the basis of identified cost of securities sold. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex- dividend date.

E. Accounting Estimates.     The preparation of financial statements in accordance with GAAP for investment companies requires Management to make estimates and assumptions that affect the reported amounts of 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.

F. Restricted Cash.     All cash held in the Distributive Fund throughout the period is intended solely for distributions.

 

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VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2022 (Continued)

 

 

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

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

NOTE 3 — DISTRIBUTIONS/ALLOCATIONS

For the year ended December 31, 2022, distributions from net investment income were $13,292,795, equivalent to $0.90 per participation. For the year ended December 31, 2021, distributions from net investment income were $12,532,328, equivalent to $0.82 per participation.

For the year ended December 31, 2022 and the year ended December 31, 2021, there were no distributions from net realized gains.

For the year ended December 31, 2022 and the year ended December 31, 2021, there were no distributions from tax return of capital.

The distributions/allocations presented above do not reflect the reinvestment, if any, of that portion of the proceeds from the sale of securities (other than stock units) representing the cost of the securities sold which is distributed and then reinvested in additional participations. In addition, any gain on the sale of stock units to provide funds for the redemption of participations is non-distributable and remains a part of the Trust Fund.

As of December 31, 2022 there were no significant differences between the components of net assets on a GAAP basis compared with a tax basis, and cost of investments on a GAAP basis compared with a tax basis.

Effective June 1, 1998, the Trust amended its Trust indenture requiring that additional shares of common stocks received as a result of a stock split shall remain assets of the Trust.

NOTE 4 — TRUSTEE, SPONSOR AND OTHER RELATED PARTY FEES

The Trustee receives an annual Trustee fee, as well as fees for acting as custodian and for providing portfolio accounting and record keeping services, which aggregated to $36,135 for the year ended December 31, 2022.

Voya Investments, LLC (the “Sponsor”) serves as sponsor to the Trust. The Trust pays a maintenance fee to the Sponsor on an annual basis, equal to 0.40% of the average daily net assets of the Trust.

NOTE 5 — INVESTMENT TRANSACTIONS

For the year ended December 31, 2022, the cost of purchases and the proceeds of sales of investment securities were $8,018,174 and $31,112,625 respectively.

NOTE 6 — PARTICIPATIONS ISSUED AND REDEEMED

 

     Number of Participations  
     Year Ended
December 31,
2022
    Year Ended
December 31,
2021
 

Issued on payments from holders

     959,064       344,315  

Issued on reinvestment of dividends and distributions/allocations

     234,905       227,354  

Redeemed

     (1,567,288     (1,791,576
  

 

 

   

 

 

 

Net decrease

     (373,319     (1,219,907
  

 

 

   

 

 

 

 

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Table of Contents

VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

NOTES TO FINANCIAL STATEMENTS

as of December 31, 2022 (Continued)

 

 

 

NOTE 7 — LONDON INTERBANK OFFERED RATE (“LIBOR”)

 

In 2017, the UK Financial Conduct Authority announced its intention to cease compelling banks to provide the quotations needed to sustain LIBOR after 2021. On March 5, 2021, ICE Benchmark Administration, the administrator of LIBOR, stated that non-U.S. dollar LIBOR reference rates and the one-week and two-month LIBOR reference rates ceased to be provided or no longer be representative immediately after December 31, 2021 and the remaining more commonly used LIBOR settings will cease to be provided or no longer be representative immediately after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies (e.g., the Secured Overnight Financing Rate for U.S. Dollar LIBOR and the Sterling Overnight Interbank Average Rate for Sterling LIBOR).

Discontinuance of LIBOR and adoption/implementation of alternative rates pose a number of risks, including among others whether any substitute rate will experience the market participation and liquidity necessary to provide a workable substitute for LIBOR; the effect on parties’ existing contractual arrangements, hedging transactions, and investment strategies generally from a conversion from LIBOR to alternative rates; the effect on the Trust’s existing investments (including, for example, fixed-income investments, senior loans, collateralized loan obligations (CLOs) and collateralized debt obligations (CDOs), and derivatives transactions), including the possibility that some of those investments may terminate or their terms may be adjusted to the disadvantage of the Trust; and the risk of general market disruption during the period of the conversion. It is difficult to predict at this time the likely impact of the transition away from LIBOR on the Trust.

NOTE 8 — MARKET DISRUPTION

The Trust 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 U.S. Wars, terrorism, global health crises and pandemics, and other geopolitical events that have led, and in the future 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 has resulted, and may continue to result, 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. Natural and environmental disasters and systemic market dislocations are also highly disruptive to economies and markets. In addition, military action by Russia in Ukraine has, and may continue to, adversely affect global energy and financial markets and therefore could affect the value of the Trust’s investments. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict and could be substantial. Those 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 Trust’s investments. Any of these occurrences could disrupt the operations of the Trust and of the Trust’s service providers.

NOTE 9 — SUBSEQUENT EVENTS

The Trust 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. No such subsequent events were identified.

 

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Table of Contents

VOYA CORPORATE LEADERS® TRUST FUND, SERIES B

PORTFOLIO OF INVESTMENTS as of December 31, 2022

 

 

 

     Shares      Value      Percentage of
Net Assets
 

COMMON STOCK: 98.7%

        

Communication Services: 1.8%

        

Comcast Corp. — Class A

     420,183      $ 14,693,800        1.8  
     

 

 

    

 

 

 

Consumer Discretionary: 0.2%

        

Foot Locker, Inc.

     46,928        1,773,409        0.2  
     

 

 

    

 

 

 

Consumer Staples: 4.0%

        

Procter & Gamble Co.

     211,128        31,998,560        4.0  
     

 

 

    

 

 

 

Energy: 27.2%

 

Chevron Corp.

     212,528        38,146,651        4.7  

Exxon Mobil Corp.

     871,828        96,162,628        12.0  

Marathon Oil Corp.

     241,228        6,530,042        0.8  

Marathon Petroleum Corp.

     667,919        77,739,092        9.7  
     

 

 

    

 

 

 
        218,578,413        27.2  
     

 

 

    

 

 

 

Financials: 13.5%

 

(1)Berkshire Hathaway, Inc. — Class B

     350,420        108,244,738        13.5  
     

 

 

    

 

 

 

Industrials: 38.3%

 

Fortune Brands Innovations, Inc.

     46,928        2,680,058        0.3  

General Electric Co.

     53,738        4,502,707        0.6  

Honeywell International, Inc.

     46,928        10,056,671        1.3  

(1)Masterbrand, Inc.

    
46,928
 
    
354,306
 
    
0.0
 

Union Pacific Corp.

     1,398,871        289,664,218        36.1  
     

 

 

    

 

 

 
        307,257,960        38.3  
     

 

 

    

 

 

 

Materials: 11.5%

 

Corteva, Inc.

     116,320        6,837,289        0.9  

Dow, Inc.

     114,316        5,760,383        0.7  

DuPont de Nemours, Inc.

     116,320        7,983,042        1.0  

Linde PLC

     220,428        71,899,205        8.9  
     

 

 

    

 

 

 
        92,479,919        11.5  
     

 

 

    

 

 

 

Utilities: 2.2%

 

Ameren Corp.

     46,928        4,172,838        0.5  

Consolidated Edison, Inc.

     46,928        4,472,708        0.6  

NiSource, Inc.

     322,336        8,838,453        1.1  
     

 

 

    

 

 

 
        17,483,999        2.2  
     

 

 

    

 

 

 

Total Common Stock (Cost $402,483,802)

        792,510,798        98.7  
     

 

 

    

 

 

 

Assets in Excess of Other Liabilities

        10,795,280        1.3  
     

 

 

    

 

 

 

Net Assets

      $ 803,306,078        100.0  
     

 

 

    

 

 

 

 

(1)

Non-income producing security.

See Accompanying Notes to Financial Statements

 

25


Table of Contents

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of December 31, 2022 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
December 31, 2022
 

Asset Table

           

Investments, at fair value

           

Common Stock*

   $ 792,510,798      $      $    $ 792,510,798  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments, at fair value

   $ 792,510,798      $      $    $ 792,510,798  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

^

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

 

*

For further breakdown of Common Stock by sector, please refer to the Portfolio of Investments.

At December 31, 2022, 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 was $402,483,802.

 

Net unrealized appreciation consisted of:

  

Gross Unrealized Appreciation

   $ 398,936,540  

Gross Unrealized Depreciation

     (8,909,544
  

 

 

 

Net Unrealized Appreciation

   $ 390,026,996  
  

 

 

 

See Accompanying Notes to Financial Statements

 

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Table of Contents

DIRECTOR/TRUSTEE AND OFFICER INFORMATION (Unaudited)

 

 

The Bank of New York Mellon serves as Trustee for the Trust. The Trust does not have a Board of Directors/Trustees nor does it have any Officers.

 

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Table of Contents

TO OBTAIN MORE INFORMATION

You will find more information about the Trust in the:

ANNUAL/SEMI-ANNUAL SHAREHOLDER REPORTS

In the Trust’s annual/semi-annual shareholder reports, you will find a discussion of the recent market conditions and principal investment strategies that significantly affected the Trust’s performance during the applicable reporting period, the Trust’s financial statements and the independent registered public accounting firm’s report (in the annual shareholder report only).

Please write, call or visit our website for a free copy of the current annual/semi-annual shareholder reports or other Trust information.

To make shareholder inquiries contact:

Voya Investment Management

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

1-800-992-0180

Or visit our website at www.voyainvestments.com

Reports and other information about the Trust are available on the EDGAR Database on the SEC’s Internet website at http://www.sec.gov, and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

When contacting the SEC, you will want to refer to the Trust’s SEC file number. The file number is 811-00091.

 

 

 

 

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   Go Paperless with E-Delivery!      LOGO  

Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs.

Just go to https://individuals.voya.com/page/e-delivery, follow the directions and complete the quick 5 Steps to Enroll.

You will be notified by e-mail when these communications become available on the internet. Documents that are not available on the internet will continue to be sent by mail.

PRO-CLTB (523-050123)

 

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PART II

ADDITIONAL INFORMATION NOT INCLUDED

IN THE PROSPECTUS

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the U.S. Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 is comprised of the following papers and documents:

The facing sheet.

The Prospectus consisting of 31 pages.

Additional information not included in the Prospectus (Part II).

The undertaking to file reports.

The signatures.

Written consent of the following person: Ernst & Young LLP.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 65 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta and State of Georgia, on the 26th day of April, 2023.

 

VOYA CORPORATE LEADERS TRUST FUND

/s/  Andy Simonoff

Andy Simonoff

Director, President, and Chief Executive Officer

Voya Investments, LLC

/s/  Catrina Willingham

Catrina Willingham

Vice President and Chief Financial Officer

Voya Investments, LLC


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LOGO

CODE OF ETHICS

Voya Financial, Inc.

Voya Investment Management LLC

Voya Investments, LLC

Voya Investment Management Co. LLC

Voya Investment Management (UK) Limited

Voya Alternative Asset Management LLC

Pomona Management LLC

Voya Investments Distributor, LLC

Voya Realty Group, LLC

Voya Investment Trust Co.

Voya funds

NOVEMBER 4, 2022


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1.

Adoption of Code of Ethics

This Code of Ethics (the “Code”) has been adopted by each of the registered investment companies advised by Voya Investments, LLC (or an affiliate) and operating under the Voya funds umbrella (the “Voya funds”) and by each of the following Voya Entities (collectively, referred to as “Voya Entities”):

Voya Investment Management LLC

Voya Investments, LLC

Voya Investment Management Co. LLC

Voya Alternative Asset Management LLC

Pomona Management LLC

Voya Investments Distributor, LLC (“VID”)

Voya Realty Group, LLC

Voya Investment Trust Co.

Voya Investment Management (UK) Limited

The provisions of the Code are applicable to all directors, trustees, officers and persons employed or appointed by one or more of the Voya Entities as well as their immediate family members living in such designated person’s household (collectively, referred to as “Employees”) unless otherwise noted. Employees on short-term disability, whose access rights have not been revoked will still be subject to the Code. Employees on long-term disability, whose access rights have been revoked will not be subject to the Code during the leave period.

In addition, the Code is applicable to the trustees/directors of each of the Voya funds (the “Voya funds Directors”).

All Employees and the Directors of the Voya funds (collectively, referred to as “Covered Persons”) will be provided with a copy of this Code upon employment with the Voya Entities or appointment and notified when any material amendments are made to the Code.

The Code is not intended to supersede or otherwise replace the Voya Code of Business Conduct and Ethics. All of the policies and guidelines contained in the Voya Code of Business Conduct and Ethics shall remain in full force and effect as to Employees.

 

2.

Covered Persons

Certification of Compliance. All Covered Persons are required to certify to the Voya IM Compliance Department annually, or whenever this Code is materially amended, that they have:

 

   

read and understand the provisions contained in the Code;

 

   

complied with all the requirements of the Code; and

 

   

reported all transactional information required by the Code.


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Generally, as an employee of the Company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this policy may be deemed to encompass one of these acts. Accordingly, you must read this policy and comply with the spirit and the strict letter of its provisions. Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, letter of written reprimand, the disgorgement of profits, cancellation of trades, selling of positions, and suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.

Covered Persons are required to certify their receipt and understanding of and compliance with the Code within ten days of becoming a Covered Person. On an annual basis, all Covered Persons are required to re-certify their understanding of and compliance with the Code. You will be provided with timely notification of these certification requirements and directions on how to complete them by the Code of Ethics Office. Other reporting and certification requirements are set forth in the Gift & Entertainment, Political Contributions, and Personal Securities Transactions Sections of this Code.

 

3.

Violations of the Code

Employees are required to report any known or suspected violations of the Code to the Voya IM Compliance Department immediately. An Employee who violates this Code or fails to report a violation of the Code may be subject to sanctions. For example, if the same security is purchased or sold on the same day by an Employee, the Employee following a violation, may be required to disgorge profits to charity. In addition, any Employee that violates the Code’s pre-clearance or transaction reporting provisions may also be suspended from further trading for a period.

 

4.

Exceptions to the Code

Exceptions to the Code will only be made under extraordinary circumstances. No exception may be granted for those sections of the Code that are mandated by regulation.

Exceptions may be made only upon prior request, and no exception will be granted subsequent to a violation of the Code. To be granted an exception to the Code, a written request regarding the nature of the exception must be made and submitted to Voya IM’s Chief Compliance Officer and approved by her or him and a member of Voya IM’s Management Committee. Exceptions to the Code shall be reported as applicable to the Chief Compliance Officer of the Voya funds and the Voya funds Directors.

 

5.

Statement of Fiduciary Standards

A fiduciary is a person or organization that manages money or property for another, usually a client, and, as a result, has a legal duty to act in the best interests of that client. This Code is based on the overriding principle that the Employees have a fiduciary duty to clients, including the Voya funds, while the Voya funds’ Directors of the have a fiduciary duty only to the Voya funds. Our investment advisers owe a fiduciary duty to the Clients for which they serve as an adviser or sub-adviser. Covered Persons of our investment advisers must avoid activities, interests, and relationships that could interfere or appear to interfere with our advisers’ fiduciary duties. Accordingly, Covered Persons shall conduct their activities in accordance with the following standards:

 

  5.1.

Clients’ Interests Come First. In the course of fulfilling their duties and responsibilities, Covered Persons must at all times place the interests of the clients (or, in the case of the Voya funds Directors, the Voya funds) first. In particular, Covered Persons shall avoid putting their own personal interests ahead of the interests of a client.


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  5.2.

Conflicts of Interest Shall Be Avoided. Covered Persons must avoid any situations involving an actual or potential conflict of interest or possible impropriety with respect to their duties and responsibilities to, in the case of an Employee, a Voya Entity or a client of a Voya Entity or in the case of a Voya funds Director, the Voya funds.

 

  5.3.

Compromising Situations Shall Be Avoided. Covered Persons shall never take advantage of their position of trust and responsibility. Covered Persons must avoid any situation that might compromise or call into question their exercise of full independent judgment in the best interests of clients.

All activities of Covered Persons shall be guided by, and adhere to, these fiduciary standards. The remainder of this Code sets forth specific rules and procedures that are consistent with these fiduciary standards. However, all activities by Employees are required to conform to these standards regardless of whether the activity is specifically covered in this Code. Any violation of the Code by an Employee may include but not be limited to reprimand, suspension, disgorgement of trading profits and termination of employment.

 

6.

Duty of Confidentiality

Covered Persons must keep confidential any non-public information regarding Voya, a Voya Entity, a Voya fund, and any client or any entity whose securities they know or should know are under investment review by a portfolio management team acting on behalf of a Voya Entity. Covered Persons have the highest fiduciary obligation not to reveal confidential information of any nature to any party that does not have an explicitly clear and compelling need to know such information.

All information submitted by a Covered Person to the Voya IM Compliance Department pursuant to this Code will be treated as confidential information. It may, however, be made available to senior management, governmental and governmental agencies with regulatory authority over the Voya Entities, as well as to the Voya funds Directors, and each of their auditors and legal advisors, as appropriate.

 

7.

Covered Persons’ Duty to Comply with Federal Securities Laws

Voya Entities’ activities are governed by the federal securities laws, including the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and the Investment Company Act of 1940, as amended. Covered Persons are expected to adhere to the federal securities laws, whether or not the activity is specifically covered in this Code.

 

8.

Personal Trading Restrictions

The restrictions of this section apply to all Employees, covered under the personal trading policies and procedures of Voya Investment Management (“Voya IM”), and to accounts over which they have the authority to make investment decisions, for all transactions involving securities.

 

  8.1.

Pre-Clearance of Securities Transactions. Except for the transactions listed below, approval must be obtained from the Voya IM Compliance Department before entering an order to buy or sell or transfer securities by gift, engaging in derivative transactions, or selling of shares in connection with margin calls. An approval to trade is only valid on the business day it is received (note: such approvals terminate at close of business day on the date such approval is granted). If you receive an approval and do not complete the trade that same day, you must seek pre-clearance to complete the trade the next (or any subsequent) business day. Except as noted below, an approval must be received for every transaction. Pre-clearance


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  approvals for securities traded on a U.S. exchange or in a U.S. market are effective until the close of business on the day that your pre-clearance request has been approved. Pre-clearance approvals for securities traded on a foreign exchange or in a foreign market are effective until the close of business on the business day following approval of your pre-clearance request. If you want to modify your trade request previously submitted in any way (e.g., date of execution or share quantity), you must submit a new pre-clearance request.

The Voya Entities utilize a vendor system to process personal trading. All preclearance requests shall be made via the system, which can be accessed at: Protegent PTA.

Employees assigned portfolio management or trading responsibility are prohibited from knowingly buying or selling the same security traded in an associated client account for a period of 15 days (7 days prior to the client trade and 7 days after the client trade).

Private Placement investment personnel must obtain pre-clearance to purchase or sell private placements.

 

  8.2.

Pre-Clearance and Holding Period Requirements for Voya Financial securities.

Employees must obtain pre-clearance for transactions involving Voya Financial securities, including:

 

   

Open market purchases and sales;

 

   

Gifting or making a charitable contribution of your holdings;

 

   

Transactions in Voya Company Stock Fund in the 401(k) (other than automatic purchases made pursuant to an established payroll-deduction program, or transactions involving automatic and/or pro-rata rebalances); or

 

   

Sales of Restricted Stock (other than the immediate sales upon vesting of securities).

Employees who wish to transact in Voya securities should consider the following before seeking pre-clearance and transacting:

Voya Securities must be held for a minimum of 60 calendar days from the acquisition date, including the Voya Company Stock Fund in Voya 401(k) accounts.

Employees are prohibited from shorting any securities issued by Voya.

Employees are prohibited from trading securities issued by Voya during the “Closed Period for Voya Financial Instruments,” including trades in Voya 401(k) accounts.

Warning: Failure to Pre-Clear will result in sanctions including suspension of personal trading privileges.

 

  8.3.

Exceptions to Pre-Clearance of Securities Transactions.

 

   

Direct obligations of the Government of the United States;


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High quality short-term debt instruments, including bankers’ acceptances, bank certificates of deposit, commercial paper, money market securities and repurchase agreements;

 

   

Shares of open-end funds, including shares held in Voya’s 401(k) plan (as defined in Transactions in Voya Fund Shares, below);

 

   

Transactions in accounts over which an Employee has no direct or indirect control or influence (managed or discretionary accounts);

 

   

Transactions under any incentive compensation plan sponsored by the Voya Entities;

 

   

Transactions made through an automatic dividend reinvestment plan, automatic payroll deduction or similar program (excluding Self Directed Brokerage Accounts) where the timing of purchases and sales is controlled by someone other than the Employee;

 

   

Transactions involving Bitcoins or other cryptocurrencies;

 

   

Transactions made through a fully discretionary Robo-Advisor program;

 

   

An exercise of pro-rata rights issued by a company to all the holders of a class of its securities;

 

   

On any given day, transactions involving 100 shares or less (per account) of common stock issued by companies included in the S&P 500 Index; and

 

   

On any given day, transactions involving 100 shares or less (per account) of Exchange-Traded Funds.

 

   

Transactions involving penny stocks.

 

   

Transactions involving options on an index.

 

   

Transactions involving interval closed-end funds.

While the securities transactions noted above may not need to be pre-cleared, they may need to be held and reported in accordance with the reporting requirements set forth below.

 

  8.4.

Prohibition on Initial Public Offerings and Initial Coin Offerings. Employees are prohibited from acquiring securities in initial public offerings, or initial coin offerings; except for transactions made pursuant to an employee incentive compensation, retention or other program put in place by a Voya Entity.

 

  8.5.

Restrictions on Private Placements. Employees are prohibited from acquiring non-public securities (a private placement) without the prior approval of the Voya IM Compliance Department. If an Employee is granted approval to make such a personal investment, that Employee will not participate in any consideration of whether clients should invest in the same issuer’s public or non-public securities.

 

  8.6.

Prohibition on Short-Term Trading Profits. Employees are prohibited from profiting from the purchase and sale, or sale and purchase, of the same (or related) securities or exchange– traded funds as well as shares of open-end funds advised or sub-advised by the Voya Entities. Profits made in connection with short-term trades may be subject to disgorgement.


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  8.7.

Borrowing Money from Suppliers or Clients. Employees may not borrow money from any of Voya IM’s suppliers, consultants, or clients. However, the receipt of credit on customary terms in connection with the purchase of goods or services is not considered to be borrowing within the foregoing prohibition. In addition, acceptance of loans from other banks or financial institutions on customary terms to finance proper and usual activities, such as home mortgage loans, is permitted except where prohibited by law.

9. Holding period requirements are as follows:

Shares of securities (including, Voya Company Stock Fund, individual stocks, bonds, closed-end funds, derivatives, etc.) must be held for 60 calendar days from the purchase date.

Shares of exchange-traded funds must be held for 30 calendar days from the purchase date.

Shares of open-end funds advised or sub-advised by the Voya Entities (including 401(k) transactions other than those involving the Voya Company Stock Fund) must be held for 30 calendar days from the purchase date. Note: The 30-calendar day holding period for shares of open-end funds advised or sub-advised by the Voya Entities is measured from the time of the most recent purchase of the shares of the relevant Voya fund.

 

  9.1.

Prohibition of Short Selling and Derivatives of Voya Securities. Because of the heightened legal risk, the potential misalignment of your interests and those of Voya Financial and its shareholders, and the inappropriateness of engaging in speculative transactions involving Voya Financial securities, you may not engage in:

 

   

Short sales of Voya Financial common stock. For example, you cannot sell Voya Financial common stock that you do not own, or if you own the stock, you cannot deliver it against such sale, and borrowing shares to complete the sale; or

 

   

Hedging or other transactions involving options (including exchange-traded options), puts, calls, forward contracts or other derivatives involving Voya Financial securities (excluding stock awards granted under any Voya Financial incentive plan).

 

  9.2.

Prohibition of Trading in Voya Securities during the “Closed Period”. Employees are prohibited from trading Voya Securities, including the Voya Company Stock Fund in Voya’s 401(k) plan, during the “Closed Period for Voya’s Financial Instruments” as set forth by Voya Financial. The Voya Closed Periods are set forth on the vendor system utilized to process personal trading requests, which can be accessed at: Protegent PTA.

 

10.

Reporting Obligation

 

  10.1.

Disinterested Directors/Trustees

Voya funds Directors who are not deemed to be “interested persons” (as that term is defined under the Investment Company Act of 1940, as amended (“IC Act”) of a Voya fund, its investment adviser or the adviser’s affiliate (the “Disinterested Directors”) must submit a quarterly report containing the information set forth in 10.2 - 10.5 below, only with respect to those transactions for which such person knew or, in the ordinary course of fulfilling his or


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her official duties as a Disinterested Director, should have known, that during the 15-day period immediately before or after the Disinterested Director’s transaction in securities that are otherwise subject to the reporting requirements described herein, an applicable Voya und had purchased or sold the security at issue or that an investment adviser or sub-adviser for an applicable Voya fund had considered purchasing or selling such security.

 

  10.2.

Initial Disclosure of Personal Holdings. Employees are required to disclose all their personal securities holdings to the Voya IM Compliance Department within 10 days of commencing employment with a Voya Entity. The holdings report must be current as of a date not more than 45 days prior to the commencement of employment.

 

  10.3.

Securities Transaction Records. Employees should be aware that the Voya Entities maintain a list of designated broker-dealers with whom Employees may maintain a brokerage account. Employees shall notify the Voya IM Compliance Department if they intend to open, or have opened, a brokerage account. If requested, Employees shall direct their brokers to supply Compliance with duplicate confirmation statements of their securities transactions and copies of all periodic statements for their accounts. Employees must report new authorized brokerage accounts to the Compliance Department within thirty (30) days of funding the account. Note: Employees may not trade in the new account prior to reporting the account. Any brokerage account opened to facilitate cryptocurrency trading is a reportable account under the Code and must be held with an approved designated broker.

 

  10.4.

Quarterly Account and Transaction Reports. Employees are required to submit a report listing their securities transactions made during the previous quarter within 30 days of the end of each calendar quarter.

 

  10.5.

Annual Holdings Report. Employees are required to submit a report listing all securities held as of December 31 of the year reported within 30 days of the end of the calendar year. The holdings reports must be current as of a date not more than 45 days prior to the date the report is submitted.

 

  10.6.

Information to be Reported. Employees are required to provide the following information when submitting reports as required by 10.2. through 10.5., above:

 

  10.7.

Initial and Annual Holdings Reports must include the:

 

   

title or description and type of security, the exchange ticker symbol or CUSIP number, the number of shares or principal amount of each security;

 

   

broker-dealer or bank where accounts are held; and

 

   

date the report is submitted.

 

  10.8.

Quarterly Transaction Reports must include the:

 

   

title or description and type of security, the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each security (as well as the interest rate and maturity date, if applicable);


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trade date and type of transaction (i.e., buy, sell, open, close, etc.):

 

   

price of the security;

 

   

broker-dealer or bank account through which the transaction was affected; and

 

   

date the report is submitted.

All reports, other than the Initial Disclosure of Personal Holdings, shall be made via the vendor system, which can be accessed at: Protegent PTA.

11.    Transactions in Shares of Open-End Funds

The following restrictions and requirements apply to all purchases and sales of shares of open-end funds advised or sub-advised by the Voya Entities other than money market and short-term bond funds (“Voya Advised Shares”) and all holdings of Voya Advised Shares by Covered Persons, including those in which they have a beneficial ownership interest, except as provided below.

These restrictions and requirements do not apply to purchases of Voya Advised Shares through (1) an automatic dividend reinvestment plan; or (2) through any other automatic investment plan, automatic payroll deduction plan, or other automatic plan approved by the Voya IM Compliance Department.

11.1. Compliance with Prospectus

All transactions in shares of open-end funds advised or sub-advised by the Voya Entities must be in accordance with the policies and procedures set forth in the Prospectus and Statement of Additional Information for the relevant fund, including but not limited to the fund’s policies and procedures relating to short term trading and forward pricing of securities.

11.2. Additional Restrictions

Certain Covered Persons may be considered insiders to a closed-end fund advised or sub-advised by the Voya Entities. In such cases, these persons will be notified of their status as well as advised of additional restrictions imposed on them and their ability to transact in such closed-end fund.

Solely to facilitate compliance with timely Form 4 and 5 filing requirements with the Securities and Exchange Commission, all such insiders must submit a written report of any transaction involving the closed-end fund on the trade date of such transaction to the Voya IM Compliance Department.

12.    Voya IM Gift & Entertainment Policy

As a general rule, an Employee should not give or accept an inappropriate or significant gift or entertainment to/from a third party that has any business dealings with Voya Financial. The following provides guidelines related to the giving or acceptance of gifts, entertainment or non-cash compensation by Voya IM employees. All Voya IM employees who are also FINRA registered representatives are, to the extent they are conducting business on behalf of a Voya IM broker-dealer, also subject to the requirements of the FINRA. (Note: those requirements are described more fully in the appropriate broker-dealer Compliance Manual).

This Policy should be read in conjunction with the Voya Financial Conflicts of Interest Policy.


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12.1.   Nominal Business Gifts and Business Entertainment

Giving or receiving gifts in a business setting may give rise to an appearance of impropriety or raise a potential conflict of interest. It could also, depending on facts and circumstances, qualify as paying or receiving non-cash compensation for a testimonial or endorsement under Rule 206(4)1. As a general rule, employees should not give to or accept from a third party (e.g., client, broker, or vendor) any gift or gratuity. However, gifts less than $100 per year per person as well as occasional, normal and customary meals and/or business entertainment (where the person providing the entertainment is present) that on a fair market value basis does not exceed $300 per incident or $1,000 per year, the cost of which would be paid for by Voya IM as a reasonable business expense if not paid for by the third party, and which is not given or accepted in exchange for a testimonial or endorsement, are permitted. Any gifts or entertainment in excess of these limits should be declined or returned.

Ultimately, except for personal gifts explained more fully below, gifts or entertainment must have a clear connection with Voya IM’s business and are not permitted if an independent third party might think that the employee would be influenced in conducting business or might otherwise provide an endorsement of that third party. Any gift or entertainment given or received in connection with Voya IM giving or receiving a testimonial or endorsement will qualify as a paid testimonial or endorsement under Rule 206(4)-1. While gifts and entertainment under $1,000 are considered “de minimis” compensation and testimonials/endorsements given for de minimis compensation are exempt from some of the provisions of Rule 206(4)-1, such arrangements with third parties are still subject to adviser oversight and required disclosures. Employees should seek prior approval from the Legal and Compliance Departments prior to engaging in a testimonial or endorsement arrangement.

Family members (including domestic partners) of Employees are not permitted to accept fees, gifts, entertainment, invitations to seminars/conferences, payments or other favors in connection with any business of Voya IM. Any questions should be directed to your supervisor or Compliance Officer, and in the case of FINRA registered representatives conducting business on behalf of a Voya IM broker-dealer, your broker-dealer supervisor.

Employees who plan to gift or entertain anyone affiliated with a public entity, including but not limited to state and municipal pension plans, have a special responsibility to both know and adhere to the policy stated above, and to comply fully with additional policies, procedures, and restrictions placed on such employees by statue statutes, municipal regulations or internal policies. Public entity employees may be under an even more stringent restrictions or outright prohibitions with regard to receipt of meals and entertainment. Any Voya employee seeking to entertain a public entity employee should first check with Compliance/Legal to see what, if any, additional restrictions may apply. Compliance and Legal can assist in determining what such restrictions are prior to the gifting or entertaining of such individuals.

 

   

Gifts

The following are some guidelines or examples of acceptable gifts.

 

   

An acceptable gift may not exceed a face value of $100 per third party, per year.

 

   

Purely personal gifts are permissible. Personal gifts are gifts that serve a personal (not business) purpose, are paid by the giver (not the giver’s employer) and are between close friends or family members (e.g., gifts that are related to commonly recognized personal events, such as births, promotion, wedding, or retirement).


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Discounts or rebates on merchandise or services that do not exceed those available to arm’s length clients. The final total cost or value of goods or services is subject to a $100 limit per third party, per year.

 

   

Advertising or promotional items with a value of not more than $100 per third party, per year.

 

   

Business Meals and Entertainment

 

   

The following are some guidelines regarding acceptable business meals and entertainment:

 

   

Normal, customary, and occasional business meals or entertainment where the meal or entertainment takes place in one event and the person providing the entertainment is present. A good test is whether Voya IM would consider such an expense reasonable, if not paid for by a third party. Also, a good rule of thumb is whether an employee can eat, drink, or enjoy the entertainment in one sitting.

 

   

Business meals and entertainment should be consistent with FINRA guidance and advice. As such, the total fair market value of the event may not exceed $300 per employee, per event, subject to an annual maximum amount of $1,000 per third party. Exceptions to these limits may be granted but must be pre-approved by Compliance and the employee’s MC representative.

 

   

Entertainment, such as tickets to sporting events, golf fees, or ski lift tickets, will be evaluated based on the published ticket price. Again, in all cases both the giver and the recipient must be present.

 

   

The cost of local transportation does not count towards the $300 per event/$1,000 annual limit, provided that the mode of transportation must be reasonable. Any travel and lodging related to the event should be paid for by Voya IM subject to the Voya IM Travel and Expenses policies and procedures

Any exceptions to the above guidelines must be approved by the employee’s manager and MC representative prior to acceptance.

13.    Outside Business Activities

13.1. Outside Business Interests and Private Investments

All employees are required to devote their full time and efforts to the business of Voya IM. You are not to maintain outside employment activities that compromise job performance or interfere with your regular duties. In addition, no person may make use of either his or her position as an employee or information acquired during employment or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the interests of Voya IM.


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To assist in ensuring that such conflicts are avoided, an employee must obtain the written approval of the employee’s supervisor and the Compliance Department prior to:

 

   

Serving as a director, officer, general partner or trustee of, or as a consultant to, any business, corporation or partnership, including family-owned businesses and charitable, non-profit and political organizations.

 

   

Serving as a registered representative of any broker-dealer other than VID.

 

   

Making any monetary investment in any non-publicly traded business, corporation or partnership, including passive investments in private companies.

 

   

Accepting employment of any kind or engaging in any other business outside of Voya IM.

 

   

Acting or representing that the employee is acting as agent for Voya IM, an Adviser or any other firm in any investment banking matter or as a consultant or finder.

 

   

Forming or participating in any stockholders’ or creditors’ committee that purports to represent security holders or claimants in connection with a bankruptcy or distressed situation or in becoming actively involved in a proxy contest (see also, 8 Personal Trading Restrictions).

 

   

Receiving compensation of any nature, directly or indirectly, from any person, firm, corporation, estate, trust or association other than Voya IM, whether as a fee, commission, bonus or other consideration such as stock, options or warrants other than compensation earned prior to commencement of employment with Voya IM.

Every employee is required to complete a disclosure form on the PTA Compliance site, which can be accessed at Protegent PTA and have such form approved by the employee’s supervisor and the Compliance Department prior to serving in any of the capacities or making any of the investments described heretofore. Similarly, each employee is required to maintain the data initially disclosed on such form and notify the Compliance Department (and the employee’s supervisor) in the event of any change to the information provided after initial approval. From time to time, employees may be asked to renew their outside business activity information.

In addition, an employee must advise the Legal Department and his or her supervisor if the employee is or believes that he or she may become a participant, either as a plaintiff, defendant or witness, in any litigation or arbitration that could reasonably relate to the business of Voya IM. Written confirmation of such advice should be obtained from the employee’s supervisor and the Legal Department.

13.2. “Control” Persons of Public Companies

Every employee must disclose to Voya IM if their spouse or any of their parents, siblings or children (“Immediate Family Members”) hold a position as a director or executive officer of any public company. Voya IM may, in its sole discretion, place limitations on an employee’s investment activities in the event an employee’s Immediate Family Member holds a position as a director or executive officer of any public company. Similarly, each employee is required to maintain the data initially disclosed on such form and notify the Compliance Department (and the employee’s supervisor) in the event of any change after initial approval.


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From time to time, an employee of Voya IM may be offered a position as an executive officer or director of a publicly traded company, which, if accepted, would subject the employee to requirements arising under Section 16 of the 1934 Act (“Section 16”). Prior to accepting the position, the employee must receive clearance from the Chief Compliance Officer and a member of the Voya IM senior management team. If the employee is permitted to accept the position, the employee will also be subject to the following procedures:

 

   

Trades for client accounts or funds over which the employee has sole or shared investment discretion must also comply with the publicly traded company’s policies and procedures. It is the responsibility of the employee to understand and adhere to such company’s reporting requirements.

 

   

Appropriate disclosure must be provided to affected clients. The disclosure can be provided via offering documents or other communications sent to affected investors.

 

   

In accordance with Voya IM’s policies on confidential information and insider trading, the employee may not, under any circumstances, trade in the company’s securities—whether for personal or client accounts—if the employee is in possession of material, non-public information regarding the company. Likewise, material, non-public information regarding the company may not be shared with other Voya IM personnel, other than the Voya IM Legal or Compliance Department.

13.3. Political Activity

While Voya maintains a political action committee, political contributions from Advisers or their respective employees may raise various legal and regulatory issues. Most notably, Rule 206(4)5 under the Advisers Act prohibits an Adviser from receiving compensation from a government entity for two years if the Adviser or certain employees contributed money to a government official who is in a position to influence the selection of the Adviser to manage a public fund or provide investment advice to a government entity. Also, some states and municipalities may have laws disqualifying an Adviser from managing assets for various governmental entities if the Adviser or certain of its representatives have made contributions or provided gifts to certain candidates for office. To ensure compliance with these laws and to avoid actual and potential conflicts of interest, Voya IM has adopted the procedures described below, which requires pre-approval by Compliance and the Voya Political Activity Review Committee (“PARC”) of certain political activities. The activities requiring pre-approval and the procedures for obtaining pre-approval are set out below.

Prior to making any personal contribution (whether it be monetary, or event driven, such as hosting a fundraiser) in an individual capacity to an incumbent or candidate, political party committee or political action committee at the state or local level (including a current state or local government employee running for federal office), all employees of Voya IM must submit a request for approval from Compliance and PARC through the PTA Compliance site, which can be accessed at Protegent PTA.

 

   

All political contributions to a state or local governmental official in an amount equal to or exceeding $150 will also require pre-approval from the employee’s manager.

 

   

Personal political activities of employees must be kept separate from employment and any expenses related to these activities may not be charged to an Adviser; personal political contributions will not be reimbursed. Also, employees are not to use Voya IM’s facilities (such as telephones and photocopiers) and may not use working hours for political campaign purposes.

 

   

When acting in a volunteer capacity to a candidate running for office at the state or local level, you must obtain pre-approval from Compliance. All requests must be submitted through the PTA Compliance site. For volunteer activity, it is important that your activities cannot be viewed as connected with your position with Voya IM. To the extent that your volunteer activity involves soliciting or fundraising for political contributions, you will also be required to obtain pre-approval from Compliance.


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Employees should take extra care when soliciting fellow employees to ensure that the solicitation never gives the appearance of being coercive or otherwise related to their employment.

 

   

Employees who seek or are appointed to any government position, federal, state or local, paid or unpaid, must obtain pre-approval from Compliance of such activity to ensure compliance with applicable conflict of interest laws. All requests must be submitted through the PTA Compliance site.

 

   

Employees may not engage in any lobbying activities on behalf of Voya IM or any affiliated entity without prior approval from Compliance. Please contact the Compliance Department if you are not sure whether your activities would be considered lobbying.

The use of an Adviser’s funds in connection with an election is generally prohibited by law. In order to avoid any allegations of impropriety, it is Voya IM’s policy that its funds may not be contributed to federal, state or local election campaigns. Any exception to this item, such as requests for company support of political events, political candidates and their campaigns, political parties or political action committees, must be pre-approved by Compliance. All requests must be submitted through the PTA Compliance site, which can be accessed at Protegent PTA.

 

   

Employee participation in the Voya political action committee is strictly voluntary.

 

   

Gifts to government officials, including entertainment and meals, are generally prohibited.

 

   

State and local laws dealing with campaign fund raising vary from jurisdiction to jurisdiction. Some laws expressly prohibit government officials from contracting, on behalf of their political organizations, with any firm(s) whose employees have made a donation to that official’s political campaign.

Voya IM employees are required to complete a Political Contribution/Activity Certification on a quarterly basis. Please note that Compliance will keep necessary records based on the information gathered, in compliance with SEC Rule 204-2.

Note: all references to employees in this Section also apply to an employee’s Immediate Family Members.


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Code of Ethics Guide – Securities Transactions Matrix

 

Type of Security    Pre-Clearance
Required
   Reporting
Required
   Holding Period
Covered Securities Transactions for Pre-Clearance
Individual Stocks    Yes    Yes    60 calendar days from purchase
Bonds    Yes    Yes    60 calendar days from purchase
Closed-end Funds, including closed-end funds advised or sub- advised by the Voya Entities    Yes    Yes    60 calendar days from purchase
Preferred Stock    Yes    Yes    60 calendar days from purchase
Exchange Traded Funds (ETFs)    Yes    Yes    30 calendar days from purchase
Exchange Traded Notes (ETNs)    Yes    Yes    60 calendar days from purchase
Structured Notes    Yes    Yes    60 calendar days from purchase
Derivatives on an individual stock    Yes    Yes    60 calendar days from purchase
Derivatives on an Exchange Traded Fund    Yes    Yes    30 calendar days from purchase
Transactions involving Voya securities, including the Voya Company Stock Fund in Voya’s 401(k) plan accounts    Yes    Yes    60 calendar days from purchase
Sales of Voya performance shares acquired from a vesting (other than the immediate sale upon vesting)    Yes    Yes    N/A
Sales of Restricted Stock    Yes    Yes    N/A
Sales of stock acquired via Stock Purchase Plans including sales of Voya stock acquired through Voya’s Stock Purchase Plan    Yes    Yes    N/A
Private Investments and Outside Activities
Private Placements    Yes    Yes    N/A
Outside Activities    Yes    Yes    N/A


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Type of Security    Pre-Clearance
Required
   Reporting
Required
   Holding Period
Transactions Exempt from Pre-Clearance

Direct obligations of the

Government of the United States

   No    No    N/A

High quality short-term debt instruments

Including: Bankers’ acceptances,

   No    No    N/A
bank certificates of deposit, commercial paper, money market securities and repurchase agreements

Shares of open-end funds advised or sub-advised by the Voya Entities

Including: funds held within the

   No    Yes    30 calendar days from the most recent purchase date of the relevant fund
Voya 401(k)
Shares of open-end funds that are not managed by the Voya Entities    No    No    N/A
Managed or discretionary accounts    No    Yes    N/A
Incentive compensation plan sponsored by the Voya Entities    No    Yes    N/A

Automatic dividend reinvestment plan, automatic payroll deduction, etc.

Excluding: Self Directed

   No    Yes    N/A
Brokerage
Bitcoin or other cryptocurrencies    No    No    N/A
Exercise of pro-rata rights issued by a company to all the holders of a class of its securities    No    Yes    N/A
On any given day, transactions involving 100 shares or less (per account) of common stock issued by companies included in the S&P 500 Index    No    Yes    60 calendar days from purchase
On any given day, transactions involving 100 shares or less (per account) of Exchange-Traded Funds.    No    Yes    30 calendar days from purchase


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Type of Security    Pre-Clearance
Required
   Reporting
Required
   Holding Period
Penny stocks    No    Yes    60 calendar days from purchase
Options on an index    No    Yes    N/A
Interval closed-end funds    No    Yes    60 calendar days from purchase
Prohibited Investments
 
Short sales of Voya Financial common stock
 
Hedging or other transactions involving options
 
Including: exchange-traded options, puts, calls, forward contracts or other derivatives involving Voya Financial securities
 
Excluding: stock awards granted under any Voya Financial incentive plan
 
Trading in securities issued by Voya during the “Closed Period for Voya Financial Instruments”
 
Initial Public Offerings
 
Initial Coin Offerings
 
Borrowing Money from Clients/Suppliers

 

Other Key Reminders
 
Employees assigned portfolio management or trading responsibility are prohibited from knowingly buying or selling the same security traded in an associated client account for a period of 15 days (7 days prior to the client trade and 7 days after the client trade)
Approvals for U.S. Securities are effective until the close of business on the day that pre-clearance request is approved.
 
Approvals for foreign securities are effective until the close of business on the business day following pre-clearance approval.


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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions “Financial Highlights” and “Independent Registered Public Accounting Firm” in the Prospectus dated May 1, 2023, included in this Post-Effective Amendment No. 65 on the Registration Statement (Form S-6, File No. 002-10694) of Voya Corporate Leaders® Trust Fund (the “Registration Statement”).

We also consent to the incorporation by reference of our report dated February 17, 2023, with respect to Voya Corporate Leaders® Trust Fund - Series B (the “Fund”) (the fund constituting Voya Corporate Leaders® Trust Fund) included in the Annual Reports to Shareholders (Form S-6) for the year ended December 31, 2022, into this Registration Statement filed with the Securities and Exchange Commission.

 

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Boston, Massachusetts

April 26, 2023