Voya Investment Management

First Quarter Report

May 31, 2015

Voya Prime Rate Trust

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INVESTMENT MANAGEMENT

voyainvestments.com




Voya Prime Rate Trust

FIRST QUARTER REPORT

May 31, 2015

Table of Contents

Portfolio Managers' Report

   

2

   
Statement of Assets and Liabilities    

8

   
Statement of Operations    

9

   
Statements of Changes in Net Assets    

10

   
Statement of Cash Flows    

11

   
Financial Highlights    

12

   
Notes to Financial Statements    

14

   
Portfolio of Investments    

24

   
Advisory Contract Approval Discussion    

47

   
Additional Information    

48

   

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Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT

Dear Shareholders:

Voya Prime Rate Trust (the "Trust") is a diversified, closed-end management investment company that seeks to provide investors with as high a level of current income as is consistent with the preservation of capital. The Trust seeks to achieve this objective by investing, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in U.S. dollar denominated floating rate secured senior loans.

PORTFOLIO CHARACTERISTICS
AS OF MAY 31, 2015
 

Net Assets

 

$

879,866,729

   

Total Assets

 

$

1,287,303,709

   

Assets Invested in Senior Loans

 

$

1,245,265,220

   

Senior Loans Represented

   

386

   

Average Amount Outstanding per Loan

 

$

3,226,076

   

Industries Represented

   

37

   

Average Loan Amount per Industry

 

$

33,655,817

   

Portfolio Turnover Rate (YTD)

   

11

%

 

Weighted Average Days to Interest Rate Reset

   

38

   

Average Loan Final Maturity

    63 months    

Total Leverage as a Percentage of Total Assets

   

27.32

%

 

PERFORMANCE SUMMARY

The Trust declared $0.08 of dividends during the first fiscal quarter ended May 31, 2015. Based on the average month-end net asset value ("NAV") per share of $5.95 for the first fiscal quarter, the annualized distribution rate(1) was 5.61% for the first fiscal quarter. The Trust's total return for the first fiscal quarter, based on NAV, was 1.85% versus a total gross return on the S&P/LSTA Leveraged Loan Index (the "Index")(2) of 1.48% for the same quarter. For the twelve-month ended May 31, 2015, the Trust's total return, based on NAV(3), was 4.62%, versus a total return on the Index of 2.84%. The total market value return(2) for the Trust's Common Shares during the first fiscal quarter was 0.77% and for the twelve-month ended May 31, 2015 was 0.83%.

MARKET REVIEW

The loan market's returns for the fiscal quarter were primarily a function of continuing solid demand for the loan asset class (primarily from institutional investors), moderating new issue supply and generally positive sentiment across the capital markets, which was fueled by the stabilization and partial rebound of oil prices. Robust demand at the beginning of the fiscal quarter lifted most loan prices, but with a large number of issues trading at par or marginally higher, and new loan supply still outpaced by investor demand, spread repricing activity accelerated to a 16-month high of $32 billion.

(1)  The distribution rate is calculated by annualizing dividends and distributions declared during the period using the 30/360 convention and dividing the resulting annualized dividend by the Trust's average net asset value (in the case of NAV) or the average month-end NYSE Composite closing price (in the case of market). The distribution rate is based solely on the actual dividends and distributions, which are made at the discretion of management. The distribution rate includes distributions from net investment income. The tax characterization of dividends and distributions will be determined after the Trust's tax year-end.

(2)  The Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's ("S&P") and the Loan Syndications and Trading Association ("LSTA") conceived the Index to establish a performance benchmark for the syndicated leveraged loan industry. The Index is not subject to any fees or expenses. An investor cannot invest directly in an index.

(3)  The total return is based on full reinvestment of dividends.


2



Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

Given the heightened risk of imminent repricing, by the end of the fiscal quarter, investors were beginning to pull back on levels at which they were willing to purchase loans trading over par, especially those with expired "soft call" protection (i.e., a modest fee paid to investors by the corporate borrower in the event only of a voluntary repricing). The percent of loans trading at par or higher was 51% at May-end, down from the 14-month high of 64% reached in April. At year-end 2014, that figure stood at just 2.7%.

The universe of Index loans expanded in May by $1.4 billion to $839 billion, as large repayments almost offset new-issue volume. This was the first expansion of Index outstandings during the fiscal quarter, comparing to average monthly increases of $1.7 billion so far in 2015 and $12.5 billion for 2014.

From a fundamentals perspective, default activity remained low. There were three defaults in the Index in the quarter. As a result, the trailing twelve-month Index default rate, as measured by principal amount, ended the fiscal quarter at 1.26%.

PORTFOLIO SPECIFICS

The Trust's NAV return exceeded that of the Index for the three months ended May 31, 2015, attributable primarily to favorable credit selection in electronics/electrical, utilities and nonferrous metals/minerals. The Trust's largest detractor was its overweight to the largest Index detractor during the period, Millennium Labs, a large healthcare issuer in a developing situation following an unexpected regulatory action that surfaced in April. The Trust's top three industry exposures at the end of the reporting period were healthcare, electronics/electrical and retailers. With the exception of healthcare, due to the holding previously mentioned, these sector exposures were all accretive to relative value returns during the reporting period. The Trust's use of leverage for investment purposes was also beneficial during the reporting period.

Portfolio positioning focused on continued investment in new primary transactions with some additional investment in the secondary market to increase our exposure to these favorable transactions. Additionally, we sold some positions for the purpose of reducing credit risk in those loans that the Trust was either slightly overexposed to or that we deem as riskier in today's environment.

The Trust continues to be well diversified with 308 individual issuers and 37 different industry sectors represented. The average issuer exposure at period-end stood at 0.32% of assets under management, while the average industry exposure closed the period at 2.70%. Both measures were relatively unchanged from the prior reporting period.

TOP TEN SENIOR LOAN ISSUERS
AS OF MAY 31, 2015
AS A PERCENTAGE OF:

  TOTAL
ASSETS
  NET
ASSETS
 

Advantage Sales & Marketing, Inc.

   

1.2

%

   

1.7

%

 

BJs Wholesale Club

   

1.1

%

   

1.6

%

 

iHeartCommunications, Inc.

   

1.0

%

   

1.5

%

 
Delta2 Sarl Luxembourg
(Formula One World Championship)
   

1.0

%

   

1.5

%

 

Neiman Marcus Group, Inc

   

1.0

%

   

1.5

%

 

Avaya Inc.

   

1.0

%

   

1.5

%

 

Freescale Semiconductor, Inc.

   

1.0

%

   

1.4

%

 

Amaya Gaming Group Inc.

   

1.0

%

   

1.4

%

 

Asurion, LLC

   

0.9

%

   

1.4

%

 

Gates Global LLC

   

0.9

%

   

1.4

%

 

TOP TEN INDUSTRIES
AS OF MAY 31, 2015
AS A PERCENTAGE OF:

  TOTAL
ASSETS
  NET
ASSETS
 

Health Care

   

11.4

%

   

16.6

%

 

Electronics/Electrical

   

9.8

%

   

14.3

%

 

Retailers (Except Food & Drug)

   

8.6

%

   

12.5

%

 

Business Equipment & Services

   

8.3

%

   

12.2

%

 

Telecommunications

   

6.6

%

   

9.7

%

 

Lodging & Casinos

   

4.8

%

   

7.0

%

 

Automotive

   

4.4

%

   

6.4

%

 

Diversified Insurance

   

4.4

%

   

6.4

%

 

Chemicals & Plastics

   

4.3

%

   

6.3

%

 

Leisure Goods/Activities/Movies

   

3.9

%

   

5.7

%

 


3



Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

OUTLOOK AND CURRENT STRATEGY

Although volatility across capital markets is picking up as we inch toward the first move upward in short-term interest rates, we view the loan market's near-term outlook as reasonably constructive. The risk of an unexpected spike in default activity appears to be low, a view based on 1) a stable to improving U.S. economic forecast and 2) the vast majority of issuers having solid cash-flow coverage ratios and no immediate maturities. Credit watch-lists tend to be short, as illustrated by the Index's very low (0.24%) shadow default rate (i.e., issuers having missed a bond payment, entered a forbearance agreement or hired bankruptcy counsel) and but a handful of issues trading at levels that signal financial distress.

As a result, return expectations over the visible horizon will likely remain a function of market "technical factors," i.e., new loan supply versus investor appetite. Absent an unexpected and meaningful downward shift in risk-taking across the credit and capital markets, we'd expect demand for floating rate loans to remain solid, hopefully to be met by a consistent flow of new loan transactions to sufficiently absorb that demand. In that scenario, we'd envisage reasonably good total return performance from loans through the balance of the year, transitioning into what most believe will be, over time, a period of rising short- and long-term interest rates. A rising rate environment is a backdrop against which floating rate loans have historically performed quite well, on both an absolute and relative basis.

 

 
Jeffrey A. Bakalar
Managing Director
Voya Investment Management Co. LLC
  Daniel A. Norman
Managing Director
Voya Investment Management Co. LLC
 

 

 

Voya Prime Rate Trust
June 18, 2015

Ratings Distribution
as of May 31, 2015
 

Ba

   

24.79

%

 

B

   

68.01

%

 

Caa and below

   

7.02

%

 

Not rated*

   

0.18

%

 

Loan ratings apply to the underlying holdings of the Trust and not the Trust itself. Ratings distribution shows the percentage of the Trust's loan commitments (excluding cash and foreign cash) that are rated in each ratings category, based upon the categories provided by Moody's Investors Service, Inc. Ratings distribution is based on Moody's senior secured facility ratings. Moody's ratings classification methodology: Aaa rating denotes the least credit risk; C rating denotes the greatest credit risk. Loans rated below Baa by Moody's are considered to be below investment grade. When a loan is not rated by Moody's, it is designated as "Not Rated." Ratings can change from time to time, and current ratings may not fully reflect the actual credit condition or risks posed by a loan.

*  Not rated includes loans to non-U.S. borrowers (which are typically unrated) and loans for which the rating has been withdrawn.


4



Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

    Average Annual Total Returns for the
Years Ended May 31, 2015
 
   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

Based on Net Asset Value (NAV)

   

4.62

%

   

8.03

%

   

7.46

%

   

5.00

%

 

Based on Market Value

   

0.83

%

   

6.47

%

   

6.73

%

   

4.49

%

 

S&P/LSTA Leveraged Loan Index

   

2.84

%

   

5.27

%

   

5.47

%

   

5.10

%

 

The table above illustrates the total return of the Trust against the index indicated. The index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index.

Total returns shown include, if applicable, the effect of fee waivers and/or expense reimbursements by Voya Investments, LLC ("Voya Investments" or the "Investment Adviser"). Had all fees and expenses been considered, the total returns would have been lower.

Performance data represents past performance and is no guarantee of future results. Investment return and principal value of an investment in the Trust will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Trust's future performance may be lower or higher than the performance data shown. Please log on to www.voyainvestments.com or call (800) 992-0180 to get performance through the most recent month end.

Calculation of total return assumes a hypothetical initial investment at the net asset value (in the case of NAV) or the New York Stock Exchange ("NYSE") Composite closing price (in the case of Market Value) on the last business day before the first day of the stated period, with all dividends and distributions reinvested at the actual reinvestment price.

Senior loans are subject to credit risks and the potential for non-payment of scheduled principal or interest payments, which may result in a reduction of the Trust's NAV.

This report contains statements that may be "forward-looking" statements. Actual results could differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers only through the end of the period of the report as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

INDEX DESCRIPTIONS

The S&P/LSTA Leveraged Loan Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's and the Loan Syndications & Trading Association ("LSTA") conceived the Index to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index.


5



Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTION RATES

 
   

Prime Rate

  NAV 30-day
SEC Yield(A) 
  Mkt. 30-Day
SEC Yield(A) 
  Annualized Dist.
Rate @ NAV(B) 
  Annualized Dist.
Rate @ Mkt.(B) 
 

May 31, 2015

   

3.25

%

   

6.06

%

   

6.63

%

   

5.55

%

   

6.06

%

 

February 28, 2015

   

3.25

%

   

4.20

%

   

4.54

%

   

5.87

%

   

6.34

%

 

November 30, 2014

   

3.25

%

   

5.64

%

   

6.29

%

   

5.84

%

   

6.50

%

 

August 31, 2014

   

3.25

%

   

5.50

%

   

6.03

%

   

5.58

%

   

6.11

%

 

(A)  Yield is calculated by dividing the Trust's net investment income per share for the most recent thirty days by the net asset value (in the case of NAV) or the NYSE Composite closing price (in the case of Market) at quarter-end. Yield calculations do not include any commissions or sales charges, and are compounded for six months and annualized for a twelve-month period to derive the Trust's yield consistent with the U.S. Securities and Exchange Commission ("SEC") standardized yield formula.

(B)  The distribution rate is calculated by annualizing the last regular dividend and distribution declared during the period using the 30/360 convention by the Trust's reporting period-end net asset value (in the case of NAV) or the reporting period-end NYSE Composite closing price (in the case of Market). The distribution rate is based solely on the actual dividends and distributions, which are made at the discretion of management. The distribution rate includes distributions from net investment income. The tax characterization of dividends and distributions will be determined after the Trust's tax year-end.

Risk is inherent in all investing. The following are the principal risks associated with investing in the Trust. This is not, and is not intended to be, a description of all risks of investing in the Trust. A more detailed description of the risks of investing in the Trust is contained in the Trust's current prospectus.

Credit Risk: The Trust invests a substantial portion of its assets in below investment grade senior loans and other below investment-grade assets. Below investment-grade loans commonly known as high-yielding, high risk investments or as "junk" investments involve a greater risk that borrowers may not make timely payment of the interest and principal due on their loans. They also involve a greater risk that the value of such loans could decline significantly. If borrowers do not make timely payments of the interest due on their loans, the yield on the Trust's Common Shares will decrease. If borrowers do not make timely payment of the principal due on their loans, or if the value of such loans decreases, the value of the Trust's NAV will decrease.

Interest Rate Risk: Changes in short-term market interest rates will directly affect the yield on the Trust's Common Shares. If short-term market interest rates fall, the yield on the Trust's Common Shares will also fall. To the extent that the interest rate spreads on loans in the Trust's portfolio experience a general decline, the yield on the Trust's Common Shares will fall and the value of the Trust's assets may decrease, which will cause the Trust's NAV to decrease. Conversely, when short-term market interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on assets in the Trust's portfolio, the impact of rising rates will be delayed to the extent of such lag. In the case of inverse securities, the interest rate will generally decrease when the market rate of interest to which the inverse security is indexed increases. As of the date of this report, interest rates in the United States are at, or near, historic lows, which may increase the Trust's exposure to risks associated with rising interest rates.

Leverage Risk: The Trust borrows money for investment purposes. Borrowing increases both investment opportunity and investment risk. In the event of a general market decline in the value of assets such as those in which the Trust invests, the effect of that decline will be magnified in the Trust because of the additional assets purchased with the proceeds of the borrowings. The Trust also faces the risk that it might have to sell assets at relatively less advantageous times if it were forced to de-leverage if a source of leverage becomes unavailable.


6



Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

The Trust's use of leverage through borrowings or the issuance of Preferred Shares can adversely affect the yield on the Trust's Common Shares. To the extent that the Trust is unable to invest the proceeds from the use of leverage in assets which pay interest at a rate which exceeds the rate paid on the leverage, the yield on the Trust's Common Shares will decrease. In addition, in the event of a general market decline in the value of assets such as those in which the Trust invests, the effect of that decline will be magnified in the Trust because of the additional assets purchased with the proceeds of the leverage. The Trust also faces the risk that it might have to sell assets at relatively less advantageous times if it were forced to de-leverage if a source of leverage becomes unavailable.


7




Voya Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of May 31, 2015 (Unaudited)

ASSETS:

 

Investments in securities at value (Cost $1,262,656,412)

 

$

1,252,640,679

   

Cash

   

448,913

   

Foreign currencies at value (Cost $78,941)

   

78,385

   

Receivables:

 

Investment securities sold

   

25,750,685

   

Interest

   

7,639,852

   

Unrealized appreciation on forward foreign currency contracts

   

735,441

   

Prepaid arrangement fees on notes payable

   

5,589

   

Prepaid expenses

   

4,165

   

Total assets

   

1,287,303,709

   

LIABILITIES:

 

Notes payable

   

351,700,000

   

Payable for investment securities purchased

   

53,996,956

   

Accrued interest payable

   

119,280

   

Payable for investment management fees

   

1,109,331

   

Accrued trustee fees

   

8,578

   

Unrealized depreciation on forward foreign currency contracts

   

74,441

   

Other accrued expenses

   

428,394

   

Total liabilities

   

407,436,980

   

NET ASSETS

 

$

879,866,729

   
Net assets value per common share outstanding (net assets divided by
147,787,691 shares of beneficial interest authorized and outstanding,
no par value)
 

$

5.95

   

NET ASSETS WERE COMPRISED OF:

 

Paid-in capital

 

$

1,097,464,804

   

Undistributed net investment income

   

6,579,273

   

Accumulated net realized loss

   

(214,766,448

)

 

Net unrealized depreciation

   

(9,410,900

)

 

NET ASSETS

 

$

879,866,729

   

See Accompanying Notes to Financial Statements
8



Voya Prime Rate Trust

STATEMENT OF OPERATIONS for the Three Months Ended May 31, 2015 (Unaudited)

INVESTMENT INCOME:

 

Interest

 

$

16,030,645

   

Other fees

   

681,917

   

Total investment income

   

16,712,562

   

EXPENSES:

 
Investment management fees(1)     

2,741,663

   
Administration fees(1)     

510,842

   

Transfer agent fees

   

20,873

   

Interest expense

   

1,011,994

   

Custody and accounting expense

   

132,925

   

Professional fees

   

40,337

   

Shareholder reporting expense

   

60,600

   

Trustees fees

   

7,912

   

Miscellaneous expense

   

56,158

   

Total expenses

   

4,583,304

   

Net expenses

   

4,583,304

   

Net investment income

   

12,129,258

   

REALIZED AND UNREALIZED GAIN (LOSS):

 

Net realized gain (loss) on:

 

Investments

   

(5,165,330

)

 

Forward foreign currency contracts

   

(87,998

)

 

Foreign currency related transactions

   

(259,147

)

 

Net realized loss

   

(5,512,475

)

 

Net change in unrealized appreciation (depreciation) on:

 

Investments

   

8,647,386

   

Forward foreign currency contracts

   

580,663

   

Foreign currency related transactions

   

19,008

   

Unfunded commitments

   

(68,836

)

 

Net change in unrealized appreciation (depreciation)

   

9,178,221

   

Net realized and unrealized gain

   

3,665,746

   

Increase in net assets resulting from operations

 

$

15,795,004

   

(1)  Effective May 1, 2015, the investment management fee and administration fee were combined under a singe amended and restated investment management agreement. Please see Note 4 for further information.

See Accompanying Notes to Financial Statements
9



Voya Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

    Three Months
Ended
May 31,
2015
  Year
Ended
February 28,
2015
 

FROM OPERATIONS:

 

Net investment income

 

$

12,129,258

   

$

49,240,508

   

Net realized gain

   

(5,512,475

)

   

5,065,361

   

Net change in unrealized appreciation (depreciation)

   

9,178,221

     

(24,865,563

)

 

Increase in net assets resulting from operations

   

15,795,004

     

29,440,306

   

FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:

 

From net investment income

   

(12,340,272

)

   

(51,282,312

)

 

From return of capital

   

     

   
Decrease in net assets from distributions to
common shareholders
   

(12,340,272

)

   

(51,282,312

)

 

CAPITAL SHARE TRANSACTIONS:

 

Reinvestment of distributions from common shares

   

     

   

Proceeds from shares sold

   

     

   

Net increase from capital share transactions

   

     

   

Net increase (decrease) in net assets

   

3,454,732

     

(21,842,006

)

 

NET ASSETS:

 

Beginning of year or period

   

876,411,997

     

898,254,003

   
End of year or period (including undistributed
net investment income of $6,579,273 and
$6,790,287, respectively)
 

$

879,866,729

   

$

876,411,997

   

See Accompanying Notes to Financial Statements
10



Voya Prime Rate Trust

STATEMENT OF CASH FLOWS for the Three Months Ended May 31, 2015 (Unaudited)

INCREASE (DECREASE) IN CASH

 

Cash Flows From Operating Activities:

 

Interest received

 

$

16,075,770

   

Dividends received

   

252

   

Facility fees received

   

1,503

   

Arrangement fees paid

   

10,082

   

Other income received

   

700,842

   

Interest paid

   

(976,093

)

 

Other operating expenses paid

   

(3,492,855

)

 

Purchases of securities

   

(161,613,902

)

 

Proceeds on sale of securities

   

127,679,994

   

Net cash used by operating activities

   

(21,614,407

)

 

Cash Flows From Financing Activities:

 
Distributions paid to common shareholders from net investment income
(net of reinvestments)
   

(12,340,272

)

 

Net increase of notes payable

   

28,200,000

   

Net cash flows provided in financing activities

   

15,859,728

   

Net decrease

   

(5,754,679

)

 

Cash Impact From Foreign Exchange Fluctuations:

 

Cash impact from foreign exchange fluctuations

   

83

   

Cash and foreign currency balance

 

Net decrease in cash and foreign currency

   

(5,754,596

)

 

Cash and foreign currency at beginning of period

   

6,281,894

   

Cash and foreign currency at end of period

 

$

527,298

   
Reconciliation of Net Decrease in Net Assets Resulting from
Operations To Net Cash Used by Operating Activities:
 

Net increase in net assets resulting from operations

 

$

15,795,004

   
Adjustments to reconcile net decrease in net assets resulting
from operations to net cash used by operating activities:
 

Change in unrealized appreciation or depreciation on investments

   

(8,647,386

)

 
Change in unrealized appreciation or depreciation on forward
foreign currency contracts
   

(580,663

)

 
Change in unrealized appreciation or depreciation on unfunded
commitments
   

68,836

   
Change in unrealized appreciation or depreciation on foreign
currency related transactions
   

(19,008

)

 

Accretion of discounts on investments

   

(45,258

)

 

Amortization of premiums on investments

   

174,177

   
Net realized gain on sale of investments, forward foreign currency
contracts and foreign currency related transactions
   

5,512,475

   

Purchases of investment securities

   

(161,613,902

)

 

Proceeds from disposition of investment securities

   

127,679,994

   

Increase in interest and other receivable

   

(83,542

)

 

Decrease in prepaid arrangement fees on notes payable

   

10,082

   

Decrease in prepaid expenses

   

1,503

   

Decrease in reimbursement due from manager

   

1,915

   

Increase in accrued interest payable

   

35,901

   

Increase in payable for investment management fees

   

370,134

   

Decrease in payable for administrative fees

   

(230,999

)

 

Decrease in accrued trustees fees

   

(8,695

)

 

Decrease in other accrued expenses

   

(34,975

)

 

Total adjustments

   

(37,409,411

)

 

Net cash used by operating activities

 

$

(21,614,407

)

 

See Accompanying Notes to Financial Statements
11




FINANCIAL HIGHLIGHTS (Unaudited)

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

       

Per Share Operating Performance

      Total Investment
Return(1) 
  Ratios to average
net assets
  Supplemental
data
 
   

Net asset value, beginning of year or period

 

Net investment income (loss)

 

Net realized and unrealized gain (loss)

 

Distribution to Preferred Shareholders

 

Change in net asset value from Share offerings

 

Total from investment operations

 

Distribution to Common Shareholders from net investment income

 

Distributions from return of capital

 

Total distributions

 

Net asset value, end of year or period

 

Closing market price, end of year or period

  Total Investment Return at net asset value(2)    Total Investment Return at closing market price(3)    Expenses, prior to fee waivers and/or recoupments, if any(4)(7)    Expenses (before interest and other fees related to revolving credit facility)(4)(7)    Expenses, net of fee waivers and/or recoupments, if any(4)(7)    Net investment income (loss)(4)(7)   

Net assets, end of year or period

 

Portfolio Turnover

 

Year or period ended

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

($)

 

(%)

 

(%)

 

(%)

 

(%)

 

(%)

 

(%)

 

($000's)

 

(%)

 

Voya Prime Rate Trust

     

05-31-15

   

5.93

     

0.08

     

0.02

     

     

     

0.10

     

(0.08

)

   

     

(0.08

)

   

5.95

     

5.45

     

1.85

     

0.77

     

2.07

     

1.62

     

2.07

     

5.49

     

879,867

     

11

   

02-28-15

   

6.08

     

0.33

     

(0.13

)

   

     

     

0.20

     

(0.35

)

   

     

(0.35

)

   

5.93

     

5.49

     

3.83

     

(0.44

)

   

2.10

     

1.64

     

2.09

     

5.58

     

876,412

     

68

   

02-28-14

   

6.02

     

0.40

     

0.07

     

     

     

0.47

     

(0.40

)

   

(0.01

)

   

(0.41

)

   

6.08

     

5.87

     

8.15

     

(4.04

)

   

2.15

     

1.65

     

2.15

     

6.47

     

898,254

     

96

   

02-28-13

   

5.79

     

0.46

     

0.19

     

     

     

0.65

     

(0.42

)

   

     

(0.42

)

   

6.02

     

6.55

     

11.72

     

27.73

     

2.14

     

1.63

     

2.14

     

7.76

     

887,047

     

93

   

02-29-12

   

6.08

     

0.35

     

(0.32

)

   

(0.00

)*

   

     

0.03

     

(0.32

)

   

     

(0.32

)

   

5.79

     

5.51

     

0.81

     

(3.11

)

   

2.20

     

1.67

     

2.20

     

6.07

     

851,278

     

81

   

02-28-11

   

5.72

     

0.30

     

0.38

     

(0.00

)*

   

     

0.68

     

(0.30

)

   

(0.02

)

   

(0.32

)

   

6.08

     

6.02

     

12.32

     

7.09

     

1.93

     

1.59

     

1.93

     

4.87

     

893,661

     

60

   

02-28-10

   

3.81

     

0.28

     

1.95

     

(0.00

)*

   

     

2.23

     

(0.32

)

   

     

(0.32

)

   

5.72

     

5.94

     

60.70

     

81.66

     

1.99

(6)

   

1.77

(6)

   

1.93

     

5.56

     

830,785

     

38

   

02-28-09

   

6.11

     

0.46

     

(2.29

)

   

(0.06

)

   

     

(1.89

)

   

(0.41

)

   

     

(0.47

)

   

3.81

     

3.50

     

(31.93

)(5)     

(32.03

)(5)     

3.01

     

1.95

     

3.01

     

7.86

     

552,840

     

10

   

02-29-08

   

7.65

     

0.75

     

(1.57

)

   

(0.16

)

   

     

(0.98

)

   

(0.56

)

   

     

(0.72

)

   

6.11

     

5.64

     

(13.28

)

   

(17.25

)

   

4.36

     

2.20

     

4.36

     

10.35

     

886,976

     

60

   

02-28-07

   

7.59

     

0.71

     

0.06

     

(0.16

)

   

     

0.61

     

(0.55

)

   

     

(0.71

)

   

7.65

     

7.40

     

8.85

     

13.84

     

4.62

     

2.21

     

4.62

     

9.42

     

1,109,539

     

60

   

02-28-06

   

7.47

     

0.57

     

0.12

     

(0.11

)

   

     

0.58

     

(0.46

)

   

     

(0.57

)

   

7.59

     

7.02

     

8.53

     

(0.82

)

   

4.27

     

2.33

     

4.27

     

7.71

     

1,100,671

     

81

   

(1)  Total investment return calculations are attributable to Common Shares.

(2)  Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the dividend reinvestment plan.

(3)  Total investment return at market value has been calculated assuming a purchase at market value at the beginning of each period and a sale at market value at the end of each period and assumes reinvestment of dividends, capital gain distributions, and return of capital/allocations, if any, in accordance with the provisions of the dividend reinvestment plan.

(4)  The Investment Adviser has agreed to limit expenses excluding interest, taxes, brokerage commissions, leverage expenses, other investment related costs and extraordinary expenses, subject to possible recoupment by the Investment Adviser within three years to 1.05% of Managed Assets plus 0.15% of average daily net assets.

(5)  There was no impact on total return due to payments by affiliates.

(6)  Includes excise tax fully reimbursed by the Investment Adviser.

(7)  Annualized for periods less than one year.

*  Amount is less than $0.005 or more than $(0.005).

See Accompanying Notes to Financial Statements
12



FINANCIAL HIGHLIGHTS (Unaudited) (CONTINUED)

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

    Ratios to average net assets
plus borrowings
 

Supplemental data

 
    Expenses (before interest and other fees related to revolving credit facility)(2)    Expenses, prior to fee waivers and/or recoupments, if any(2)    Expenses, net of fee waivers and/or recoupments, if any(2)    Net investment income (loss)(2)   

Preferred Shares — Aggregate amount outstanding

 

Liquidation and market value per share of Preferred Shares

  Asset coverage inclusive of Preferred Shares and debt per share(a)   

Borrowings at end of period

  Asset coverage per $1,000 of debt(a)   

Average borrowings

 

Common Shares outstanding at end of year or period

 

Year or period ended

 

(%)

 

(%)

 

(%)

 

(%)

 

($000's)

 

($)

 

($)

 

($000's)

 

($)

 

($000's)

 

(000's)

 

Voya Prime Rate Trust

     

05-31-15

   

1.15

     

1.48

     

1.48

     

3.92

     

     

     

4

     

351,700

     

3,502

     

352,815

     

147,788

   

02-28-15

   

1.16

     

1.49

     

1.48

     

3.95

     

     

     

4

     

323,500

     

3,709

     

362,490

     

147,788

   

02-28-14

   

1.15

     

1.50

     

1.50

     

4.51

     

     

     

3

     

407,000

     

3,207

     

387,979

     

147,788

   

02-28-13

   

1.17

     

1.53

     

1.53

     

5.55

     

     

     

3

     

370,600

     

3,394

     

345,145

     

147,427

   

02-29-12

   

1.24

     

1.64

     

1.64

     

4.51

     

     

     

3

     

364,000

     

3,339

     

293,444

     

147,116

   

02-28-11

   

1.39

     

1.68

     

1.68

     

4.26

     

100,000

     

25,000

     

102,850

     

187,000

     

6,314

     

122,641

     

146,954

   

02-28-10

   

1.67

(1)

   

1.87

(1)

   

1.81

     

5.23

     

200,000

     

25,000

     

98,400

     

83,000

     

13,419

     

46,416

     

145,210

   

02-28-09

   

1.54

     

2.37

     

2.37

     

6.21

     

225,000

     

25,000

     

70,175

     

81,000

     

10,603

     

227,891

     

145,178

   

02-29-08

   

1.60

     

3.17

     

3.17

     

7.53

     

450,000

     

25,000

     

53,125

     

338,000

     

4,956

     

391,475

     

145,094

   

02-28-07

   

1.56

     

3.25

     

3.25

     

6.63

     

450,000

     

25,000

     

62,925

     

281,000

     

6,550

     

459,982

     

145,033

   

02-28-06

   

1.58

     

2.90

     

2.90

     

5.24

     

450,000

     

25,000

     

55,050

     

465,000

     

4,335

     

509,178

     

145,033

   

(a)  Asset coverage ratios, for fiscal periods beginning after 2011, is presented to represent the coverage available to each $1,000 of borrowings. Asset coverage ratios, for periods prior to fiscal 2009, represented the coverage available for both the borrowings and Preferred Shares expressed in relation to each $1,000 of borrowings and Preferred Shares liquidation value outstanding. The Asset coverage ratio per $1,000 of debt for periods subsequent to fiscal 2008, is presented to represent the coverage available

to each $1,000 of borrowings before consideration of any Preferred Shares liquidation price, while the Asset coverage inclusive of Preferred Shares, presents the coverage available to both borrowings and Preferred Shares, expressed in relation to the per share liquidation price of the Preferred Shares.

(1)  Includes excise tax fully reimbursed by the Investment Adviser.

(2)  Annualized for periods less than one year.

See Accompanying Notes to Financial Statements
13




Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited)

NOTE 1 — ORGANIZATION

Voya Prime Rate Trust (the "Trust"), a Massachusetts business trust, is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, closed-end, management investment company. The Trust invests primarily in senior loans, which generally are not registered under the Securities Act of 1933, as amended (the "1933 Act"), and which contain certain restrictions on resale and cannot be sold publicly. These loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates. The investment objective of the Trust is described in the Trust's prospectus.

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.  Senior Loan and Other Security Valuation. The NAV per Common Share of the Trust is determined each business day as of the close of regular trading ("Market Close") on the NYSE (normally 4:00 p.m. Eastern time unless otherwise designated by the NYSE) each day on which the NYSE is open for trading. The Trust is open for business every day the NYSE is open. Trust shares will not be priced on days when the NYSE is closed. The NAV per Common Share of the Trust is calculated by dividing the value of the Trust's loan assets plus all cash and other assets (including accrued expenses but excluding capital and surplus) attributable to the Common Shares by the number of Common Shares outstanding. The NAV per Common Shares is made available for publication.

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

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


14



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Trust's forward foreign currency contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service and (g) Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers.

The prospectuses of the open-end registered investment companies in which the Trust may invest explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.

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

All other assets for which market quotations are not readily available or became unreliable (or if the above fair valuation methods are unavailable or determined to be unreliable) are valued at fair value as determined in good faith by or under the supervision of the Board following procedures approved by the Board. Issuer specific events, transaction price, position size, nature and duration of restrictions on disposition of the security, market trends, bid/ask quotes of brokers and other market data may be reviewed in the course of making a good faith determination of a security's fair value. Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer's assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of fair valuation, the values used to determine the Trust's NAV may materially differ from the value received upon actual sale of those investments. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders' investments in the Trust.

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 unobservable inputs, including the Sub-Adviser's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3." The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Short-term securities of sufficient credit quality are generally considered to be Level 2 securities under applicable accounting rules. A table summarizing the Trust's investments under these levels of classification is included following the Portfolio of Investments.

The Board has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to the "Pricing Committee" as established by the Trust's Investment Adviser. Prior to May 1, 2015, the Pricing Committee was established by the Trust's administrator. The Pricing Committee considers all facts it deems relevant that are reasonably available, through either public information or information available to the Investment Adviser or sub-advisers, when determining the fair value of the security. In the event that a security or asset cannot be valued pursuant to one of the valuation methods established by the Board, the fair value of the security or asset will be determined in good faith by the Pricing Committee.


15



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

When the Trust uses these fair valuation methods that use significant unobservable inputs to determine its NAV, securities will be priced by a method that the Pricing Committee believes accurately reflects fair value and are categorized as Level 3 of the fair value hierarchy. The methodologies used for valuing securities are not necessarily an indication of the risks of investing in those securities nor can it be assured the Trust can obtain the fair value assigned to a security if it were to sell the security.

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

For fair valuations using significant unobservable inputs, U.S. GAAP requires a reconciliation of the beginning to ending balances for reported fair values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in or out of the Level 3 category during the period. The beginning of period timing recognition is used for the transfers between Levels of the Trust's assets and liabilities. A reconciliation of Level 3 investments is presented only when the Trust has a significant amount of Level 3 investments.

For the period ended May 31, 2015, there have been no significant changes to the fair valuation methodologies.

B.  Security Transactions and Revenue Recognition. Revolver and delayed draw loans are booked on a settlement date basis. Security transactions and senior loans are accounted for on trade date (date the order to buy or sell is executed). Realized gains or losses are reported on the basis of identified cost of securities sold. Interest income is recorded on an accrual basis at the then-current loan rate. The accrual of interest on loans is partially or fully discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. If determined to be uncollectible, unpaid accrued interest is also written off. Cash collections on non-accrual senior loans are generally applied as a reduction to the recorded investment of the loan. Senior loans are generally returned to accrual status only after all past due amounts have been received and the borrower has demonstrated sustained performance. Premium amortization and discount accretion are deferred and recognized over the shorter of four years or the actual term of the loan. Arrangement fees received on revolving credit facilities, which represent non-refundable fees or purchase discounts associated with the acquisition of loans, are deferred and recognized using the effective yield method over the shorter of four years or the actual term of the loan. No such fees are recognized on loans which have been placed on non-accrual status. Arrangement fees associated with all other loans, except revolving credit facilities, are treated as discounts and are accreted as described above. Dividend income is recorded on the ex-dividend date. Amendment fees are earned as compensation for evaluating and accepting changes to an original senior loan agreement and are recognized when received. Amendment fees and other fees earned are reported on the Statement of Operations.

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

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

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


16



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

D.  Forward Foreign Currency Contracts. The Trust has entered into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The market value of a foreign currency contract fluctuates with changes in foreign currency exchange rates. Forward foreign currency contracts are marked to market daily and the change in value is recorded by the Trust as an unrealized gain or loss and is reported in the Statement of Assets and Liabilities. Realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed are recorded upon delivery or receipt of the currency and are included in the Statement of Operations along with the change in unrealized appreciation or depreciation. These instruments may involve market risk in excess of the amount recognized in the Statement of Assets and Liabilities. In addition, the Trust could be exposed to risk if the counterparties are unable to meet the terms of the contracts or if the value of the currency changes unfavorably to the U.S. dollar. Open forward foreign currency contracts are presented following the Portfolio of Investments.

During the period ended May 31, 2015, the Trust entered into one forward foreign currency contract to buy with a contract amount of $1,210,946. The Trust had an average quarterly contract amount on forward foreign currency contracts to sell of $34,202,720 for the period ended May 31, 2015.

E.  When-Issued Delayed-Delivery. Securities purchased or sold on a when-issued, delayed-delivery or forward purchase commitment basis may have extended settlement periods. The value of the security so purchased is subject to market fluctuations during this period. Due to the nature of the Senior Loan market, the actual settlement date may not be certain at the time of the purchase or sale for some of the Senior Loans. Interest income on such Senior Loans is not accrued until settlement date.

F.  Federal Income Taxes. It is the policy of the Trust to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, a federal income tax or excise tax provision is not required. Management has considered the sustainability of the Trust's tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until the capital loss carryforwards have been fully utilized or expire.


17



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

G.  Distributions to Common Shareholders. The Trust declares and pays dividends monthly from net investment income. Distributions from capital gains, if any, are declared and paid annually. The Trust may make additional distributions to comply with the distribution requirements of the Internal Revenue Code. The character and amounts of income and gains to be distributed are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP for investment companies. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital. The Trust records distributions to its shareholders on the ex-dividend date.

H.  Dividend Reinvestments. Pursuant to the Trust's Shareholder Reinvestment Program (the "Program"), BNY Mellon Investment Servicing (U.S.) Inc. ("BNY"), the Program administrator, purchases, from time to time, shares of beneficial interest of the Trust on the open market to satisfy dividend reinvestments. Such shares are purchased on the open market only when the closing sale or bid price plus commission is less than the NAV per share of the Trust's Common Shares on the valuation date. If the market price plus commissions is equal to or exceeds NAV, new shares are issued by the Trust at the greater of (i) NAV or (ii) the market price of the shares during the pricing period, minus a discount of 5%.

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

J.  Share Offerings. The Trust issues shares under various shelf registration statements, whereby the net proceeds received by the Trust from share sales may not be less than the greater of (i) the NAV per share or (ii) 94% of the average daily market price over the relevant pricing period.

NOTE 3 — INVESTMENTS

For the period ended May 31, 2015, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $150,338,024 and $135,204,966, respectively. At May 31, 2015, the Trust held senior loans valued at $1,245,265,220 representing 99.4% of its total investments. The fair value of these assets is established as set forth in Note 2.

The senior loans acquired by the Trust typically take the form of a direct lending relationship with the borrower, and are typically acquired through an assignment of another lender's interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors the collateral securing the loan.

Common and Preferred Shares, and stock purchase warrants held in the portfolio were acquired in conjunction with loans held by the Trust. Certain stocks and warrants are restricted and may not be publicly sold without registration under the 1933 Act, or without an exemption under the 1933 Act. In some cases, these restrictions expire after a designated period of time after issuance of the shares or warrants.

Dates of acquisition and cost or assigned basis of restricted securities are as follows:

    Date of
Acquisition
  Cost or
Assigned Basis
 

Ascend Media (Residual Interest)

 

01/05/10

 

$

   
Lincoln Paper & Tissue LLC (Warrants for 291 Common Shares,
Expires August 14, 2015)
 

08/25/05

   

   
Lincoln Pulp and Eastern Fine (Residual Interest in
Bankruptcy Estate)
 

06/08/04

   

   

Total Restricted Securities (fair value $0 at May 31, 2015)

     

$

   


18



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 4 — MANAGEMENT AGREEMENTS

Prior to May 1, 2015, the Trust had entered into an investment management agreement ("Management Agreement") with the Investment Adviser to provide advisory and management services. The Management Agreement compensated the Investment Adviser with a fee, computed daily and payable monthly, at an annual rate of 0.80% of the Trust's Managed Assets. For purposes of the Management Agreement, "Managed Assets" shall mean the Trust's average daily gross asset value, minus the sum of the Trust's accrued and unpaid dividends on any outstanding Preferred Shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Trust and the liquidation preference of any outstanding Preferred Shares). Amounts paid to the Investment Adviser through April 30, 2015 are reflected as investment management fees on the accompanying Statement of Operations.

Also, prior to May 1, 2015, the Trust had entered into an administrative agreement ("Administrative Agreement") with Voya Funds Services, LLC (the "Administrator"), a Delaware limited liability company, to provide administrative services and also to furnish facilities. For its services, the Administrator was compensated with a fee, computed daily and payable monthly, at an annual rate of 0.25% of the Trust's Managed Assets. Amounts paid to the Administrator through April 30, 2015 are reflected as administration fees on the accompanying Statement of Operations.

Effective May 1, 2015, the terms of the Trust's Management Agreement and Administrative Agreement were combined under a single Amended and Restated Investment Management Agreement with a single management fee. The single management fee rate under the Trust's Amended and Restated Investment Management Agreement does not exceed the former combined investment management and administrative services fee rates for the Trust and there is no change to the investment management or administrative services provided. The Investment Adviser oversees all investment advisory and portfolio management services for the Trust and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Trust, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services.

The Amended and Restated Investment Management Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, at an annual rate of 1.05% of the Trust's Managed Assets. Single management fee amounts paid to the Investment Adviser from May 1, 2015 through May 31, 2015 are reflected as investment management fees on the accompanying Statement of Operations.

The Investment Adviser entered into a sub-advisory agreement with Voya IM. Subject to such policies as the Board or the Investment Adviser may determine, Voya IM manages the Trust's assets in accordance with the Trust's investment objectives, policies, and limitations.

NOTE 5 — EXPENSE LIMITATION AGREEMENT

The Investment Adviser has agreed to limit expenses, excluding interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and acquired fund fees and expenses to 1.05% of Managed Assets plus 0.15% of average daily net assets.

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

The expense limitation agreement is contractual through July 1, 2016 and shall renew automatically for one-year terms. Termination or modification of this obligation requires approval by the Board.


19



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 5 — EXPENSE LIMITATION AGREEMENT (continued)

As of May 31, 2015, the amount of reimbursed fees that are subject to recoupment by the Investment Adviser, and the related expiration dates are as follows:

May 31,      
2016  

2017

 

2018

 

Total

 
$

   

$

11,143

   

$

30,277

   

$

41,420

   

NOTE 6 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

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

NOTE 7 — COMMITMENTS

The Trust has entered into a $440 million 364-day revolving credit agreement which matures July 20, 2015, collateralized by assets of the Trust. Borrowing rates under this agreement are based on a fixed spread over LIBOR, and a commitment fee is charged on the unused portion. Prepaid arrangement fees are amortized over the term of the agreement. The amount of borrowings outstanding at May 31, 2015, was $352 million. Weighted average interest rate on outstanding borrowings during the year was 1.08%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 27.32% of total assets at May 31, 2015. Average borrowings for the period ended May 31, 2015 were $352,815,217 and the average annualized interest rate was 1.14% excluding other fees related to the unused portion of the facility, and other fees.

As of May 31, 2015, the Trust had no unfunded loan commitments.

NOTE 8 — RIGHTS AND OTHER OFFERINGS

As of May 31, 2015, outstanding share offerings pursuant to shelf registrations were as follows:

Registration
Date
  Shares
Registered
  Shares
Remaining
 
6/27/12    

25,000,000

     

22,368,353

   
6/27/12    

5,000,000

     

5,000,000

   

As of May 31, 2015 the Trust had no Preferred Shares outstanding. The Trust may consider issuing Preferred Shares during the current fiscal year or in the future.

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS

The Trust may invest in subordinated loans and in unsecured loans. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Trust may acquire a subordinated loan only if, at the time of acquisition, it acquires or holds a senior loan from the same borrower. The Trust will acquire unsecured loans only where the Investment Adviser believes, at the time of acquisition, that the Trust would have the right to payment upon default that is not subordinate to any other creditor. Subject to the aggregate 20% limit on other investments, the Trust may invest up to 20% of its total assets in unsecured floating rate loans,


20



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 9 — SUBORDINATED LOANS AND UNSECURED LOANS (continued)

notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of May 31, 2015, the Trust held no subordinated loans or unsecured loans.

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

    Three Months
Ended
May 31,
2015
  Year Ended
February 28,
2015
 

Number of Shares

 

Reinvestment of distributions from Common Shares

   

     

   

Proceeds from shares sold

   

     

   

Net increase in shares outstanding

   

     

   

Dollar Amount ($)

 

Reinvestment of distributions from Common Shares

 

$

   

$

   

Proceeds from shares sold

   

     

   

Net increase

 

$

   

$

   

NOTE 11 — FEDERAL INCOME TAXES

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

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

The tax composition of dividends and distributions to shareholders was as follows:

Three Months Ended May 31, 2015  

Year Ended February 28, 2015

 
Ordinary Income  

Ordinary Income

 
$

12,340,272

   

$

51,282,312

   

The tax-basis components of distributable earnings and the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of February 28, 2015 are detailed below. The Regulated Investment Company Modernization Act of 2010 (the "Act") provides an unlimited carryforward period for newly generated capital losses. Under the Act, there may be a greater likelihood that all or a portion of the Trust's pre-enactment capital loss carryforwards may expire without being utilized due to the fact that post-enactment capital losses are required to be utilized before pre-enactment capital loss carryforwards.

Undistributed
Ordinary
  Post-October
Capital Losses
  Unrealized
Appreciation/
  Capital Loss Carryforwards  
Income  

Deferred

 

(Depreciation)

 

Amount

 

Character

 

Expiration

 
$

6,884,273

   

$

(1,980,936

)

 

$

(18,785,419

)

 

$

(41,585,301

)

 

Short-term

   

2017

   
                       

(125,812,939

)

 

Short-term

   

2018

   
                       

(24,760,715

)

 

Short-term

   

2019

   
                       

(14,998,121

)

 

Long-term

   

None

   
                     

$

(207,157,076

)

                 

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


21



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 11 — FEDERAL INCOME TAXES (continued)

As of May 31, 2015, no provision for income tax is 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 and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

NOTE 12 — RESTRUCTURING PLAN

Prior to May 2013, Voya Financial, Inc. was a wholly-owned subsidiary of ING Groep N.V. ("ING Groep"). In October 2009, ING Groep submitted a restructuring plan (the "Restructuring Plan") to the European Commission in order to receive approval for state aid granted to ING Groep by the Kingdom of the Netherlands in November 2008 and March 2009. To receive approval for this state aid, ING Groep was required to divest its insurance and investment management businesses, including Voya Financial, Inc. (formerly, ING U.S., Inc.), before the end of 2013. In November 2012, the Restructuring Plan was amended to permit ING Groep additional time to complete the divestment. Pursuant to the amended Restructuring Plan, ING Groep was required to divest at least 25% of Voya Financial, Inc. by the end of 2013 and more than 50% by the end of 2014, and was required to divest its remaining interest by the end of 2016 (such divestment, the "Separation Plan").

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

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

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

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


22



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of May 31, 2015 (Unaudited) (continued)

NOTE 13 — SUBSEQUENT EVENTS

Dividends: Subsequent to May 31, 2015, the Trust paid the following dividends from net investment income:

Per Share Amount  

Declaration Date

 

Record Date

 

Payable Date

 
$

0.029

   

5/29/15

 

6/10/15

 

6/22/15

 
$

0.028

   

6/30/15

 

7/10/15

 

7/22/15

 

Credit agreement renewal: On July 9, 2015, the Board approved the renewal of the $440 million revolving credit agreement for another 364 days.

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


23




  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 

SENIOR LOANS*: 141.5%

     
       

Aerospace & Defense: 0.7%

 
 

3,369,367

            American Airlines,
Inc., Term Loan,
3.750%,
06/27/19
 

$

3,373,579

     

0.4

   
 

2,140,497

            Custom
Sensors &
Technologies,
First Lien
Term Loan,
4.500%,
09/30/21
   

2,148,524

     

0.2

   
 

889,275

            Transdigm, Inc.,
Term Loan C,
3.750%,
02/28/20
   

889,275

     

0.1

   
                 

6,411,378

     

0.7

   
       

Air Transport: 0.2%

 
 

1,994,987

            United Airlines,
Inc., New Term
Loan, 3.750%,
09/15/21
   

2,005,960

     

0.2

   
       

Automotive: 6.4%

 
 

2,000,000

            BBB Industries
US Holdings,
Inc., First Lien
Term Loan,
6.000%,
11/03/21
   

2,018,750

     

0.2

   
 

2,992,500

            Dealer Tire, LLC,
Term Loan B,
5.500%,
12/22/21
   

3,022,425

     

0.3

   
 

2,700,000

     

(1

)

  Dynacast
International
LLC, First Lien
Term Loan,
5.250%,
01/28/22
   

2,727,000

     

0.3

   
 

7,150,987

            Federal-Mogul
Corporation,
Term Loan C,
4.750%,
04/15/21
   

7,137,579

     

0.8

   
 

3,783,228

            Fram Group
Holdings Inc.,
First Lien
Term Loan,
7.000%,
07/31/17
   

3,646,087

     

0.4

   
 

1,477,215

            Fram Group
Holdings Inc.,
Second Lien
Term Loan,
10.500%,
01/29/18
   

1,388,582

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

11,940,000

            Gates Global
LLC, First Lien
Secured
Term Loan,
4.250%,
07/05/21
 

$

11,904,550

     

1.4

   
 

3,781,000

            Key Safety
Systems, Inc.,
First Lien
Term Loan,
4.750%,
08/29/21
   

3,811,721

     

0.4

   

EUR

1,250,000

     

(1

)

  Metaldyne
Performance
Group, Euro
Term Loan B,
10/20/21
   

1,380,812

     

0.2

   
 

6,183,757

            Metaldyne
Performance
Group,
Term Loan B,
3.750%,
10/20/21
   

6,205,604

     

0.7

   
 

267,013

            Service King,
Delayed Draw
Term Loan,
4.500%,
08/18/21
   

269,460

     

0.0

   
 

2,369,737

            Service King,
Term Loan B,
4.500%,
08/18/21
   

2,391,461

     

0.3

   
 

6,168,077

            TI Group
Automotive
Systems,
L.L.C.,
Term Loan B,
4.250%,
07/02/21
   

6,187,353

     

0.7

   
 

4,565,885

            UCI
International,
Inc., Term
Loan B,
5.500%,
07/26/17
   

4,543,055

     

0.5

   
                 

56,634,439

     

6.4

   
       

Beverage & Tobacco: 1.9%

 

EUR

3,075,000

            Iglo Foods,
Term Loan B1
(EUR), 4.250%,
06/30/20
   

3,393,983

     

0.4

   

GBP

2,675,000

            Iglo Foods,
Term Loan B2
(GBP), 5.232%,
06/30/20
   

4,106,615

     

0.5

   

See Accompanying Notes to Financial Statements
24



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Beverage & Tobacco (continued)

 

EUR

8,000,000

            Jacobs Douwe
Egberts,
Term Loan B-1
EUR, 3.500%,
07/23/21
 

$

8,891,424

     

1.0

   
                 

16,392,022

     

1.9

   
       

Building & Development: 1.8%

 
 

7,141,500

            Doosan
Infracore
Bobcat
Holdings Co.,
Ltd., Term
Loan B,
4.500%,
05/27/21
   

7,181,671

     

0.8

   
 

1,250,000

     

(1

)

  Leighton
Services,
Term Loan B,
04/30/22
   

1,258,594

     

0.2

   
 

1,773,135

            Minimax Viking
GmbH, Facility
B1 Loan,
4.250%,
08/16/20
   

1,777,568

     

0.2

   
 

3,854,669

            NCI Building
Systems, Inc.,
Term Loan,
4.250%,
06/24/19
   

3,851,458

     

0.4

   
 

498,741

            Ply Gem
Industries, Inc.,
Term Loan,
4.000%,
01/30/21
   

498,678

     

0.1

   
 

900,000

     

(1

)

  PrimeSource
Building
Products,
Term Loan B,
05/06/22
   

900,000

     

0.1

   
                 

15,467,969

     

1.8

   
       

Business Equipment & Services: 12.2%

 
 

6,368,000

            Acosta, Inc.,
New Term
Loan B,
4.250%,
09/26/21
   

6,400,407

     

0.7

   
 

12,213,625

            Advantage
Sales &
Marketing, Inc.,
First Lien
Term Loan,
4.250%,
07/25/21
   

12,227,622

     

1.4

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,900,000

            Advantage
Sales &
Marketing, Inc.,
Second Lien
Term Loan,
7.500%,
07/25/22
 

$

2,932,625

     

0.3

   
 

2,000,000

            AlixPartners LLP,
Second Lien
Term Loan,
9.000%,
07/09/21
   

2,022,500

     

0.2

   
 

3,879,020

            AlixPartners LLP,
Term Loan B-2,
4.000%,
07/09/20
   

3,885,486

     

0.4

   
 

1,970,000

            Allflex
Holdings III,
Inc., First Lien
Term Loan,
4.250%,
07/17/20
   

1,980,876

     

0.2

   
 

1,300,000

            Allflex
Holdings III,
Inc., Second
Lien Term Loan,
8.000%,
07/19/21
   

1,309,100

     

0.2

   
 

1,500,000

     

(1

)

  Boyd
Corporation,
First Lien
Term Loan,
04/15/22
   

1,509,063

     

0.2

   
 

2,593,500

            Central Security
Group, Inc.,
First Lien
Term Loan,
6.250%,
09/30/20
   

2,596,742

     

0.3

   
 

6,457,186

            Coinmach
Service Corp.,
Upsized
Term Loan,
4.250%,
11/14/19
   

6,469,293

     

0.7

   
 

2,297,248

            First American
Payment
Systems,
First Lien
Term Loan,
5.750%,
10/12/18
   

2,297,248

     

0.3

   
 

1,631,261

            First American
Payment
Systems,
Second Lien,
10.750%,
04/12/19
   

1,623,105

     

0.2

   

See Accompanying Notes to Financial Statements
25



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
        Business Equipment &
Services (continued)
 
 

4,196,025

            GCA Services,
Replacement
Term Loan,
4.297%,
11/01/19
 

$

4,197,993

     

0.5

   
 

7,452,469

            Interactive Data
Corporation,
Term Loan B,
4.750%,
05/01/21
   

7,490,663

     

0.9

   

EUR

1,103,478

            ION Trading
Technologies
Limited,
First Lien
Term Loan
EURO,
4.500%,
06/10/21
   

1,225,130

     

0.1

   
 

460,696

            ION Trading
Technologies
Limited,
First Lien
Term Loan
USD,
4.250%,
06/10/21
   

460,120

     

0.1

   
 

1,000,000

            ION Trading
Technologies
Limited,
Second Lien
Term Loan,
7.250%,
06/10/22
   

997,500

     

0.1

   
 

5,374,756

            iQor, First Lien
Term Loan,
6.000%,
04/01/21
   

5,005,242

     

0.6

   
 

2,500,000

            iQor, Second
Lien Term
Loan,
9.750%,
04/01/22
   

2,331,250

     

0.3

   
 

2,970,000

            Knowledge
Universe
Education,
LLC, Term
Loan B,
5.250%,
03/20/21
   

2,988,563

     

0.3

   
 

2,952,688

            Learning Care
Group,
Term Loan,
5.000%,
05/01/21
   

2,971,157

     

0.3

   
 

3,629,032

            Legal Shield,
First Lien
Term Loan,
6.250%,
07/01/19
   

3,644,155

     

0.4

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,000,000

            Legal Shield,
Second Lien
Term Loan,
9.750%,
07/01/20
 

$

2,011,666

     

0.2

   
 

613,021

            Miller Heiman,
Inc., Term
Loan B,
6.758%,
09/30/19
   

594,630

     

0.1

   
 

2,587,000

            Onsite Rental
Group
Operations
Pty Ltd.,
Senior
Secured
Term Loan,
5.500%,
07/30/21
   

2,564,364

     

0.3

   
 

2,196,875

            SGS
International,
Term Loan,
4.250%,
10/17/19
   

2,202,367

     

0.3

   
 

3,030,000

            Ship US Bidco,
Inc. (Worldpay),
Term Loan
B2A-II, 5.250%,
11/30/19
   

3,052,725

     

0.3

   

GBP

1,710,000

            Ship US Bidco,
Inc. (Worldpay),
Term Loan C1,
5.750%,
11/30/19
   

2,637,044

     

0.3

   
 

780,000

            Ship US Bidco,
Inc. (Worldpay),
Term Loan C2,
4.750%,
11/29/19
   

784,875

     

0.1

   
 

1,591,481

            Sophos, Term
Loan B USD,
5.000%,
01/30/21
   

1,603,748

     

0.2

   
 

5,013,469

            SourceHOV,
First Lien
Term Loan,
7.750%,
10/27/19
   

4,668,793

     

0.5

   
 

2,300,000

            SourceHOV,
Second Lien
Term Loan,
11.500%,
04/27/20
   

2,081,500

     

0.2

   
 

4,359,219

            SurveyMonkey.com,
LLC, Term
Loan B,
5.500%,
02/07/19
   

4,400,087

     

0.5

   

See Accompanying Notes to Financial Statements
26



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
        Business Equipment &
Services (continued)
 
 

582,426

            Sutherland
Global
Services,
Term Loan B
Cayman,
6.000%,
04/22/21
 

$

587,522

     

0.1

   
 

2,502,074

            Sutherland
Global
Services,
Term Loan B,
6.000%,
04/22/21
   

2,523,967

     

0.3

   
 

141,578

     

(1

)

  Wash
Multi-Family
Services, CAD
First Lien
Term Loan,
05/26/22
   

142,286

     

0.0

   
 

808,422

     

(1

)

  Wash
Multi-Family
Services, USD
First Lien
Term Loan,
05/26/22
   

812,464

     

0.1

   
                 

107,233,878

     

12.2

   
       

Cable & Satellite Television: 2.6%

 
 

3,280,613

            Liberty
Cablevision of
Puerto Rico
LLC.,
First Lien
Term Facility,
4.500%,
01/07/22
   

3,287,447

     

0.4

   
 

250,000

            Liberty
Cablevision of
Puerto Rico
LLC.,
Second Lien
Facility,
7.750%,
06/30/23
   

251,250

     

0.0

   
 

997,466

            New Wave
Communications,
Term Loan B
with Add On,
4.750%,
04/30/20
   

999,960

     

0.1

   
 

6,366,691

            RCN Cable,
Term Loan B,
4.250%,
02/25/20
   

6,396,538

     

0.7

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 

GBP

2,750,000

            Virgin Media
Investment
Holdings
Limited,
Term Loan E
(GBP),
4.250%,
06/30/23
 

$

4,223,460

     

0.5

   
 

7,513,003

            Wideopenwest
Finance, LLC,
Term Loan B,
4.500%,
04/01/19
   

7,524,746

     

0.9

   
                 

22,683,401

     

2.6

   
       

Chemicals & Plastics: 6.3%

 
 

2,528,000

            Armacell,
First Lien
Term Loan,
5.500%,
07/02/20
   

2,534,320

     

0.3

   
 

1,500,000

            Aruba
Investments,
Inc (a.k.a
Angus
Chemical),
US Term Loan,
5.250%,
02/02/22
   

1,515,000

     

0.2

   
 

1,795,068

            AZ Chem US
Inc., First Lien
Senior Secured
Term Loan,
4.500%,
06/13/21
   

1,801,640

     

0.2

   
 

2,800,000

     

(1

)

  Chemours
Company
(The), Term
Loan B,
05/12/22
   

2,808,750

     

0.3

   
 

2,238,750

            Emerald
Performance
Materials LLC,
First Lien
Term Loan,
4.500%,
08/01/21
   

2,247,145

     

0.3

   
 

1,000,000

            Emerald
Performance
Materials LLC,
Second Lien
Term Loan,
7.750%,
08/01/22
   

998,125

     

0.1

   
 

2,000,000

            Flint Group
Holdings
S.A.R.L.,
Second Lien,
8.250%,
09/05/22
   

1,982,500

     

0.2

   

See Accompanying Notes to Financial Statements
27



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Chemicals & Plastics (continued)

 
 

3,885,012

            Flint Group
Holdings
S.A.R.L., USD
Term Loan B2,
4.750%,
09/03/21
 

$

3,897,153

     

0.4

   
 

642,238

            Flint Group
Holdings
S.A.R.L., USD
Term Loan C,
4.750%,
09/03/21
   

644,245

     

0.1

   
 

3,771,527

            Gemini HDPE
LLC, Senior
Secured
Term Loan,
4.750%,
08/06/21
   

3,798,241

     

0.4

   
 

2,000,000

            Ineos US
Finance LLC,
Incremental
USD
Term Loan,
4.250%,
03/31/22
   

2,007,222

     

0.2

   
 

329,341

            Kleopatra
Holdings 2
S.C.A
(Kloeckner),
Initial German
Borrower Dollar
Term Loans,
5.000%,
04/29/20
   

331,348

     

0.0

   
 

770,659

            Kleopatra
Holdings 2
S.C.A
(Kloeckner),
Initial US
Borrower Dollar
Term Loans,
5.000%,
04/29/20
   

775,355

     

0.1

   
 

891,000

            Kronos
Worldwide,
Inc., Term
Loan B Facility,
4.000%,
02/21/20
   

895,455

     

0.1

   
 

1,795,500

            MacDermid, Inc.
(a.k.a Platform
Specialty
Products
Corp),
Tranche B-2
Term Loan,
4.750%,
06/07/20
   

1,808,807

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

997,462

            MacDermid, Inc.,
First Lien Term
Loan, 4.500%,
06/07/20
 

$

1,003,696

     

0.1

   
 

1,590,696

            Monarch
(Allnex S.a.r.l.),
First Lien
Term Loan B-1,
4.500%,
10/03/19
   

1,596,661

     

0.2

   
 

825,331

            Monarch
(Allnex S.a.r.l.),
First Lien
Term Loan B-2,
4.500%,
10/03/19
   

828,426

     

0.1

   

EUR

931,440

            Monarch
(Allnex S.a.r.l.),
First Lien
Term Loan Euro,
4.750%,
10/01/19
   

1,028,116

     

0.1

   
 

1,991,995

            Orion
Engineered
Carbons, Term
Loan B (USD),
5.000%,
07/25/21
   

2,011,915

     

0.2

   
 

2,309,825

            Oxea S.a.r.l.,
First Lien
Term Loan USD,
4.250%,
01/15/20
   

2,244,861

     

0.3

   
 

997,449

            PQ Corporation,
First Lien
Term Loan
Facility,
4.000%,
08/07/17
   

999,070

     

0.1

   
 

772,136

            Royal
Adhesives &
Sealants,
First Lien
Term Facility,
5.500%,
07/31/18
   

776,640

     

0.1

   
 

3,681,500

            Solenis
International,
L.P., USD
First Lien
Term Loan,
4.250%,
07/31/21
   

3,686,676

     

0.4

   
 

3,990,000

            Styrolution
Group GmbH,
TL B-1 USD,
6.500%,
11/07/19
   

4,049,850

     

0.5

   

See Accompanying Notes to Financial Statements
28



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Chemicals & Plastics (continued)

 
 

997,462

            Tronox Pigments
(Netherlands)
BV, Term Loan,
4.250%,
03/19/20
 

$

1,002,388

     

0.1

   
 

6,944,326

            Univar Inc.,
Term Loan B,
5.000%,
06/30/17
   

6,947,583

     

0.8

   
 

1,282,021

            Vantage
Specialties Inc.,
Incremental
Term Loan
Facility,
5.000%,
02/10/19
   

1,275,611

     

0.2

   
                 

55,496,799

     

6.3

   
       

Clothing/Textiles: 0.6%

 
 

3,980,501

            Varsity Brands
(fka Herff
Jones, Inc.),
First Lien
Term Loan,
5.000%,
12/10/21
   

4,011,183

     

0.5

   
 

898,421

            Vince, LLC,
Term Loan,
5.750%,
11/27/19
   

900,106

     

0.1

   
                 

4,911,289

     

0.6

   
       

Conglomerates: 1.4%

 
 

2,985,000

            Jason
Incorporated,
First Lien
Term Loan,
5.500%,
06/30/21
   

2,989,976

     

0.3

   
 

600,000

            Jason
Incorporated,
Second Lien
Term Loan,
9.000%,
06/30/22
   

555,000

     

0.1

   
 

4,182,741

            ServiceMaster
Company,
Term Loan,
4.250%,
07/01/21
   

4,198,798

     

0.5

   
 

2,042,573

            Waterpik,
First Lien,
5.750%,
07/08/20
   

2,043,849

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,885,900

            WireCo
WorldGroup,
Inc., Term
Loan B,
6.000%,
02/15/17
 

$

2,896,722

     

0.3

   
                 

12,684,345

     

1.4

   
       

Containers & Glass Products: 2.4%

 
 

3,482,500

            Berlin Packaging,
LLC, First Lien
Term Loan,
4.500%,
10/01/21
   

3,493,745

     

0.4

   
 

630,000

            Berlin Packaging,
LLC, Second
Lien Term
Facility,
7.750%,
09/30/22
   

638,663

     

0.1

   
 

1,000,000

            Berry Plastics
Corporation,
Term E Loan,
3.750%,
01/06/21
   

1,001,458

     

0.1

   

EUR

674,335

            Constantia
Flexibles, Term
Loan B1 Euro,
4.750%,
04/30/22
   

753,236

     

0.1

   
 

73,348

            Constantia
Flexibles, Term
Loan B1 USD,
4.750%,
04/30/22
   

74,082

     

0.0

   

EUR

100,665

            Constantia
Flexibles, Term
Loan B2 Euro,
4.750%,
04/30/22
   

112,443

     

0.0

   
 

376,652

            Constantia
Flexibles, Term
Loan B2 USD,
4.750%,
04/30/22
   

380,419

     

0.0

   
 

453,286

     

(2

)

  EveryWare, Inc.,
DIP,
10.000%,
06/15/15
   

451,019

     

0.1

   
 

1,410,091

     

(2

),(3)

  EveryWare, Inc.,
Term Loan,
12.250%,
05/21/20
   

578,137

     

0.1

   
 

3,468,394

            Husky Injection
Molding
Systems, Ltd.,
Incremental
Term Loan,
4.250%,
06/30/21
   

3,485,736

     

0.4

   

See Accompanying Notes to Financial Statements
29



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Containers & Glass Products (continued)

 
 

1,400,000

     

(1

)

  Milacron LLC,
Term Loan,
09/28/20
 

$

1,408,750

     

0.2

   
 

2,925,833

            Otter Products,
Term Loan B,
5.750%,
06/03/20
   

2,931,927

     

0.3

   
 

2,700,000

            SIG Combibloc
Group AG,
USD Term Loan,
4.250%,
03/10/22
   

2,718,141

     

0.3

   
 

1,674,046

            WNA Holdings
Inc (a.k.a
Waddington
Group), USD
Term Loan
(Canadian
Borrower),
4.500%,
06/07/20
   

1,677,185

     

0.2

   
 

1,224,787

            WNA Holdings
Inc (a.k.a
Waddington
Group), USD
Upsized Term
Loan (US
Borrower),
4.500%,
06/07/20
   

1,227,083

     

0.1

   
                 

20,932,024

     

2.4

   
       

Cosmetics/Toiletries: 0.1%

 
 

997,466

            KIK Custom
Products, Inc.,
First Lien with
Incremental,
5.500%,
04/29/19
   

1,002,609

     

0.1

   
       

Diversified Insurance: 6.4%

 
 

2,420,887

            Alliant Holdings, I,
LLC, Term
Loan B,
5.000%,
12/20/19
   

2,436,521

     

0.3

   
 

572,903

            Alliant Holdings, I,
LLC, Term
Loan B1,
5.000%,
12/20/19
   

576,603

     

0.1

   
 

950,000

            AmWINS Group,
Inc., Second
Lien Term Loan,
9.500%,
09/06/20
   

960,688

     

0.1

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

7,086,647

            AmWINS Group,
Inc., Term
Loan B,
5.250%,
09/06/19
 

$

7,151,610

     

0.8

   
 

4,721,637

            Applied Systems
Inc., First Lien
Term Loan,
4.265%,
01/25/21
   

4,739,834

     

0.5

   
 

1,911,551

            Applied Systems
Inc., Second
Lien Term Loan,
7.500%,
01/24/22
   

1,924,693

     

0.2

   
 

3,193,125

            Cooper Gay
Swett &
Crawford, Ltd.,
First Lien
Term Loan,
5.000%,
04/16/20
   

2,985,572

     

0.3

   
 

1,400,000

            Cooper Gay
Swett &
Crawford, Ltd.,
Second Lien
Term Loan,
8.250%,
10/15/20
   

1,214,500

     

0.1

   
 

11,825,550

            Hub International
Limited, Term
Loan B,
4.000%,
10/02/20
   

11,800,918

     

1.4

   
 

5,033,019

            National
Financial
Partners Corp.,
Term Loan B,
4.500%,
07/01/20
   

5,051,263

     

0.6

   
 

3,336,000

            Sedgwick
Holdings, Inc.,
First Lien
Term Loan,
3.750%,
02/28/21
   

3,303,684

     

0.4

   
 

7,900,000

     

(1

)

  Sedgwick
Holdings, Inc.,
Second Lien
Term Loan,
6.750%,
02/28/22
   

7,811,125

     

0.9

   
 

6,032,173

            USI, Inc.,
Term Loan,
4.250%,
12/27/19
   

6,051,023

     

0.7

   
                 

56,008,034

     

6.4

   

See Accompanying Notes to Financial Statements
30



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Drugs: 0.7%

 
 

3,174,000

            Akorn, Inc.,
Term Loan,
4.500%,
04/17/21
 

$

3,191,816

     

0.4

   
 

3,100,000

            Alvogen Pharma
U.S., Term
Loan B,
6.000%,
03/31/22
   

3,123,250

     

0.3

   
                 

6,315,066

     

0.7

   
       

Ecological Services & Equipment: 1.4%

 
 

5,223,750

            4L Holdings Inc.,
Term Loan B,
5.504%,
05/08/20
   

5,178,042

     

0.6

   
 

5,718,484

            ADS Waste
Holdings,
Inc., B-2,
3.750%,
10/09/19
   

5,707,762

     

0.7

   
 

1,250,000

            Waste Industries
USA, Inc.,
Term Loan B,
4.250%,
02/24/20
   

1,261,719

     

0.1

   
                 

12,147,523

     

1.4

   
       

Electronics/Electrical: 14.3%

 
 

2,950,000

     

(1

)

  Accuvant Inc.,
First Lien
Term Loan,
6.250%,
01/28/22
   

2,962,906

     

0.3

   
 

2,913,136

            Active Network,
Inc., First Lien
Term Loan,
5.500%,
11/15/20
   

2,910,710

     

0.3

   
 

2,673,000

            Aptean Holdings,
Inc., First Lien
Term Loan,
5.250%,
02/27/20
   

2,666,317

     

0.3

   
 

700,000

            Aptean Holdings,
Inc., Second
Lien Term Loan,
8.500%,
02/27/21
   

679,875

     

0.1

   
 

1,811,404

            Aspect Software,
Inc., Term Loan,
7.250%,
05/07/16
   

1,811,404

     

0.2

   
 

867,856

            Avago
Technologies,
Term Loan B,
3.750%,
05/06/21
   

870,667

     

0.1

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,270,038

            Avast Software,
Term Loan,
4.750%,
03/21/20
 

$

2,289,428

     

0.3

   
 

6,827,828

            Blackboard Inc.,
Term Loan B-3,
4.750%,
10/04/18
   

6,838,801

     

0.8

   
 

2,250,000

     

(1

)

  Blue Coat
Systems, Inc.,
Term Loan B,
05/23/22
   

2,255,625

     

0.3

   
 

1,994,766

            BMC Software,
Inc., Term
Loan U.S.,
5.000%,
09/10/20
   

1,963,711

     

0.2

   
 

3,850,350

            Compuware
Corporation,
Term Loan B-2,
6.250%,
12/15/21
   

3,782,488

     

0.4

   
 

6,850,537

            Dell International
LLC, Term B
Loans,
4.500%,
04/30/20
   

6,870,876

     

0.8

   
 

2,234,376

            ECI, Term
Loan B,
5.750%,
05/28/21
   

2,249,252

     

0.3

   
 

2,500,000

     

(1

)

  Epicor Software
Corporation,
Term Loan B,
05/26/22
   

2,507,423

     

0.3

   
 

3,593,486

            Epiq Systems,
Inc., Term Loan,
4.500%,
08/27/20
   

3,593,486

     

0.4

   
 

980,625

            Eze Castle
Software, Inc.,
Second Lien
Term Loan,
7.250%,
04/04/21
   

961,012

     

0.1

   
 

957,295

            Eze Castle
Software, Inc.,
Term Loan B-1,
4.000%,
04/04/20
   

959,688

     

0.1

   
 

1,882,048

            FCI International
S.A.S., Term
Loan B,
6.250%,
12/31/20
   

1,884,401

     

0.2

   

See Accompanying Notes to Financial Statements
31



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Electronics/Electrical (continued)

 
 

8,319,385

            Freescale
Semiconductor,
Inc., Tranche
B-4 Term Loan,
4.250%,
02/28/20
 

$

8,356,356

     

1.0

   
 

4,211,187

            Freescale
Semiconductor,
Inc., Tranche
B-5 Term Loan,
5.000%,
01/15/21
   

4,246,279

     

0.4

   
 

9,126,258

            Go Daddy
Operating
Company, LLC,
Term Loan,
4.250%,
05/13/21
   

9,175,458

     

1.1

   
 

3,830,175

            Hyland Software,
Inc., First Lien
Term Loan,
4.750%,
02/19/21
   

3,849,923

     

0.4

   
 

1,859,297

            Infor (US), Inc.,
Term Loan B5,
3.750%,
06/03/20
   

1,855,084

     

0.2

   
 

10,019,084

            Kronos
Incorporated,
Upsized
Term Loan,
4.500%,
10/30/19
   

10,079,198

     

1.1

   
 

1,821,125

            M/A-COM
Technology
Solutions
Holdings, Inc.,
Term Loan B,
4.500%,
05/07/21
   

1,839,336

     

0.2

   
 

3,002,118

            Omnitracs Inc.,
Upsized
First Lien
Term Loan,
4.750%,
11/25/20
   

3,022,758

     

0.3

   
 

575,000

            Omnitracs Inc.,
Upsized
Second Lien
Term Loan,
8.750%,
05/25/21
   

565,656

     

0.1

   
 

3,881,562

            Open Link
Financial, Inc.,
Term Loan,
6.250%,
10/30/17
   

3,891,266

     

0.4

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

8,239,837

            RedPrairie
Corporation,
First Lien
Term Loan,
6.000%,
12/21/18
 

$

8,038,991

     

0.9

   
 

2,374,194

            RedPrairie
Corporation,
Second Lien
Term Loan,
11.250%,
12/20/19
   

2,240,645

     

0.3

   
 

5,000,000

     

(1

)

  Riverbed
Technology,
Inc., First Lien
Term Loan,
6.000%,
04/24/22
   

5,056,640

     

0.6

   
 

1,006,413

            Rovi Solutions
Corporation,
Term Loan B,
3.750%,
07/02/21
   

1,005,155

     

0.1

   
 

3,974,987

            Skillsoft Corp.,
First Lien
Term Loan,
5.750%,
04/28/21
   

3,925,300

     

0.5

   
 

4,550,000

     

(1

)

  TTM
Technologies,
Term Loan B,
05/07/21
   

4,532,938

     

0.5

   
 

5,781,818

            Zebra
Technologies,
Term Loan B,
4.750%,
10/27/21
   

5,857,705

     

0.7

   
                 

125,596,758

     

14.3

   
       

Equity REITs and REOCs: 0.2%

 
 

2,150,000

            Capital
Automotive L.P.,
Second Lien
Term Loan,
6.000%,
04/29/20
   

2,197,031

     

0.2

   
       

Financial Intermediaries: 2.3%

 
 

997,500

            Duff & Phelps,
Add On
Term Loan,
4.500%,
04/23/20
   

1,002,488

     

0.1

   
 

2,721,166

            Duff & Phelps,
Add-On
Term Loan,
4.500%,
04/23/20
   

2,725,702

     

0.3

   

See Accompanying Notes to Financial Statements
32



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Financial Intermediaries (continued)

 
 

997,500

            Duff & Phelps,
DD Term Loan,
4.500%,
04/23/20
 

$

1,002,488

     

0.1

   
 

3,409,415

            Guggenheim
Partners
Investment
Management
Holdings, LLC,
Term Loan B,
4.250%,
07/22/20
   

3,436,407

     

0.4

   
 

1,249,500

            MoneyGram
International,
Inc., Term
Loan B,
4.250%,
03/27/20
   

1,202,904

     

0.1

   
 

4,252,959

            Santander Asset
Management,
Term Loan
B-1 USD,
4.250%,
12/17/20
   

4,263,591

     

0.5

   
 

5,247,000

            Trans Union LLC,
Term Loan B,
4.000%,
04/09/21
   

5,249,188

     

0.6

   
 

1,431,445

            Walker & Dunlop,
Term Loan,
5.250%,
12/20/20
   

1,442,181

     

0.2

   
                 

20,324,949

     

2.3

   
       

Food Products: 3.2%

 
 

5,368,713

            Advance Pierre
Foods, First
Lien Term
Loan B,
5.750%,
07/10/17
   

5,413,450

     

0.6

   
 

4,000,000

            Advance Pierre
Foods, Second
Lien Term Loan,
9.500%,
10/10/17
   

4,050,000

     

0.5

   
 

2,040,904

            Atkins
Nutritionals
Holdings II,
Inc., First Lien
Term Loan,
6.250%,
01/02/19
   

2,046,006

     

0.2

   
 

495,000

            Atrium
Innovations,
Inc., USD First
Lien Term Loan,
4.250%,
02/15/21
   

481,388

     

0.1

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

5,496,076

            CSM Bakery
Supplies, First
Lien Term Loan,
5.000%,
07/03/20
 

$

5,510,503

     

0.6

   
 

3,066,200

            Del Monte
Foods
Consumer
Products, Inc.,
First Lien,
4.250%,
02/18/21
   

2,934,608

     

0.3

   
 

3,700,000

            Del Monte
Foods
Consumer
Products, Inc.,
Second Lien,
8.250%,
08/18/21
   

3,400,918

     

0.4

   
 

3,976,592

            NPC
International,
Term Loan,
4.000%,
12/28/18
   

3,959,194

     

0.5

   
                 

27,796,067

     

3.2

   
       

Food Service: 2.0%

 
 

8,528,593

            Burger King
Corporation,
TL B,
4.500%,
12/12/21
   

8,604,992

     

1.0

   
 

4,786,575

            CEC
Entertainment,
Inc., First Lien
Term Loan,
4.000%,
02/14/21
   

4,746,689

     

0.5

   
 

4,050,738

            P.F. Chang's
China Bistro,
Inc., Term Loan,
4.250%,
06/30/19
   

4,007,698

     

0.5

   
                 

17,359,379

     

2.0

   
       

Food/Drug Retailers: 2.6%

 
 

2,100,000

            Albertsons LLC,
Term Loan B3,
5.000%,
08/25/19
   

2,110,937

     

0.2

   
 

4,900,000

            Albertsons LLC,
Term Loan B4,
5.500%,
08/25/21
   

4,938,141

     

0.6

   
 

2,516,079

            Del Taco,
Term Loan,
5.417%,
10/01/18
   

2,522,370

     

0.3

   

See Accompanying Notes to Financial Statements
33



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Food/Drug Retailers (continued)

 
 

2,985,000

            Portillo
Restaurant
Group (The),
First Lien
Term Loan,
4.750%,
08/04/21
 

$

2,998,680

     

0.3

   
 

1,025,000

            Portillo
Restaurant
Group (The),
Second Lien
Term Loan,
8.000%,
08/04/22
   

1,033,969

     

0.1

   
 

1,885,141

            Roundys
Supermarkets,
Inc., Term
Loan B,
5.750%,
03/03/21
   

1,835,185

     

0.2

   
 

4,987,628

            Supervalu,
Term Loan,
4.500%,
03/21/19
   

5,010,072

     

0.6

   
 

2,193,973

            TGI Friday's,
Inc., First Lien
Term Loan,
5.250%,
07/15/20
   

2,202,201

     

0.3

   
                 

22,651,555

     

2.6

   
       

Forest Products: 0.1%

 
 

735,009

            Xerium
Technologies,
Inc., Term
Loan B,
5.750%,
05/17/19
   

745,116

     

0.1

   
       

Health Care: 16.6%

 
 

3,405,550

            Accellent, Inc.,
First Lien
Term Loan,
4.500%,
03/14/21
   

3,394,908

     

0.4

   
 

1,860,938

            Aegis Sciences,
First Lien
Term Loan,
5.500%,
02/19/21
   

1,823,719

     

0.2

   
 

2,950,000

            Air Medical Group
Holdings, Inc.,
Term Loan B,
4.500%,
04/28/22
   

2,946,575

     

0.3

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

800,000

     

(1

)

  Aspen Dental
Management,
Inc., Term
Loan B,
04/29/22
 

$

807,000

     

0.1

   
 

2,243,081

            ATI Physical
Therapy,
Term Loan B,
5.250%,
12/20/19
   

2,257,100

     

0.3

   
 

3,000,000

            Biomet Inc., B-2,
3.685%,
07/25/17
   

3,001,668

     

0.3

   
 

2,580,965

            CareCore
National, LLC,
Term Loan B,
5.500%,
03/05/21
   

2,600,322

     

0.3

   
 

8,685,475

            Catalent Pharma
Solutions, Inc.,
USD Term Loan,
4.250%,
05/20/21
   

8,733,731

     

1.0

   
 

3,657,801

     

(1

)

  CHG Medical
Staffing, Inc.,
New First
Lien Term,
4.250%,
11/19/19
   

3,677,235

     

0.4

   
 

4,019,569

            CHS/Community
Health
Systems, Inc.,
Term Loan D,
4.250%,
01/27/21
   

4,036,435

     

0.5

   
 

2,000,000

     

(1

)

  CHS/Community
Health
Systems, Inc.,
Term Loan H,
01/27/21
   

2,008,392

     

0.2

   
 

1,700,000

     

(1

)

  Concentra Inc,
Term Loan B,
05/14/22
   

1,708,500

     

0.2

   
 

6,339,562

            Connolly/iHealth
Technologies,
First Lien,
4.500%,
05/14/21
   

6,365,320

     

0.7

   
 

2,000,000

            Connolly/iHealth
Technologies,
Second Lien,
8.000%,
05/14/22
   

2,015,000

     

0.2

   
 

997,494

            Correct Care
Solutions, First
Lien Term Loan,
5.000%,
07/22/21
   

995,312

     

0.1

   

See Accompanying Notes to Financial Statements
34



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Health Care (continued)

 
 

3,719,458

            DJO Finance LLC,
First Lien
Term Loan,
4.250%,
06/05/20
 

$

3,733,406

     

0.4

   
 

4,193,693

            Envision
Pharmaceutical
Services, First
Lien Term Loan,
5.750%,
11/04/20
   

4,210,703

     

0.5

   
 

1,389,112

            Harvard Drug
Group LLC,
Term Loan B-1,
5.000%,
08/15/20
   

1,387,664

     

0.2

   
 

3,558,995

            Healogics, Inc.,
First Lien
Term Loan,
5.250%,
07/01/21
   

3,583,421

     

0.4

   
 

2,500,000

            Healogics, Inc.,
Second Lien
Term Loan,
9.000%,
07/01/22
   

2,450,000

     

0.3

   
 

6,108,128

            Iasis Healthcare
LLC, Term B-2,
4.500%,
05/03/18
   

6,137,906

     

0.7

   
 

5,824,039

            Immucor, Inc.,
Term B-2 Loan,
5.000%,
08/17/18
   

5,862,867

     

0.7

   
 

5,696,471

            Kinetic Concepts,
Inc., E-1,
4.500%,
05/04/18
   

5,745,131

     

0.7

   
 

1,931,604

            Medpace
Holdings, Inc.,
Term loan B,
4.750%,
04/05/21
   

1,939,249

     

0.2

   
 

7,436,250

            Millennium
Laboratories,
LLC, Term
Loan B,
5.250%,
04/15/21
   

5,168,194

     

0.6

   
 

2,134,877

            Multiplan, Inc,
Term Loan,
3.750%,
04/01/21
   

2,133,925

     

0.2

   
 

2,861,266

            NVA Holdings,
Inc., First Lien
Term Loan,
4.986%,
08/15/21
   

2,870,208

     

0.3

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

4,289,674

            Onex
Carestream
Finance LP,
First Lien,
5.000%,
06/07/19
 

$

4,315,146

     

0.5

   
 

1,942,245

            Onex
Carestream
Finance LP,
Second Lien,
9.500%,
11/30/19
   

1,951,957

     

0.2

   
 

1,994,975

            Ortho-Clinical
Diagnostics, Inc.,
Term Loan B,
4.750%,
06/30/21
   

1,973,571

     

0.2

   
 

4,974,970

            Par
Pharmaceutical
Companies,
B-2,
4.000%,
09/30/19
   

4,981,706

     

0.6

   
 

3,240,956

            Pharmaceutical
Product
Development,
Inc., Term
Loan B-1,
4.000%,
12/05/18
   

3,255,716

     

0.4

   
 

2,977,500

            Phillips-Medisize
Corporation,
First Lien
Term Loan,
4.750%,
06/16/21
   

2,981,222

     

0.3

   
 

750,000

            Phillips-Medisize
Corporation,
Second Lien
Term Loan,
8.250%,
06/16/22
   

747,656

     

0.1

   
 

1,169,308

            Press Ganey,
First Lien,
4.250%,
04/20/18
   

1,172,231

     

0.1

   
 

2,587,713

            Progressive
Solutions, Inc.,
First Lien,
5.500%,
10/22/20
   

2,600,651

     

0.3

   

EUR

250,000

            Siemens
Audiology
Solutions, Term
Loan B Euro,
5.500%,
12/10/21
   

278,994

     

0.0

   

See Accompanying Notes to Financial Statements
35



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Health Care (continued)

 
 

4,300,000

            Siemens
Audiology
Solutions, Term
Loan B USD,
5.500%,
01/17/22
 

$

4,316,125

     

0.5

   
 

3,925,000

     

(1

)

  Sterigenics
International
LLC, Term
Loan B,
05/08/22
   

3,944,625

     

0.5

   
 

4,850,937

            Surgery Center
Holdings, Inc.,
First Lien
Term Loan,
5.250%,
11/03/20
   

4,875,192

     

0.6

   
 

1,100,000

            Surgical Care
Affiliates LLC,
Term Loan B,
4.250%,
03/17/22
   

1,105,500

     

0.1

   
 

539,000

            Truven Health,
Inc., Term
Loan B,
4.500%,
06/06/19
   

540,172

     

0.1

   
 

5,561,623

            United Surgical
Partners
International,
Inc., Incremental
Term Loan,
4.750%,
04/03/19
   

5,580,743

     

0.6

   
 

10,000,000

            Valeant
Pharmaceuticals
International,
Inc., F1
Term Loan,
4.000%,
04/01/22
   

10,040,910

     

1.1

   
                 

146,256,008

     

16.6

   
       

Home Furnishings: 2.0%

 
 

9,342,534

            AOT Bedding
Super
Holdings, LLC,
Term Loan B,
4.250%,
10/01/19
   

9,401,513

     

1.1

   
 

3,349,688

            Hillman Group
(The), Inc.,
Term Loan B,
4.500%,
06/30/21
   

3,378,997

     

0.4

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,320,832

            Hunter Fan
Company,
First Lien
Term Loan,
6.500%,
12/31/17
 

$

1,307,624

     

0.1

   
 

885,444

            Monitronics
International,
Inc., Term
Loan B,
4.250%,
03/23/18
   

888,211

     

0.1

   
 

2,500,000

            Monitronics
International,
Inc., Term
Loan B-1,
4.500%,
04/02/22
   

2,515,105

     

0.3

   
                 

17,491,450

     

2.0

   
       

Industrial Equipment: 5.0%

 
 

2,309,164

            Accudyne
Industries LLC,
Term Loan,
4.000%,
12/13/19
   

2,246,385

     

0.3

   
 

4,318,841

            Alliance Laundry
Systems LLC,
First Lien
Term Loan,
4.250%,
12/10/18
   

4,337,736

     

0.5

   
 

4,501,266

            Apex Tool Group,
Term Loan B,
4.500%,
01/31/20
   

4,433,747

     

0.5

   
 

1,022,301

            CeramTec
GmbH, Dollar
Term B-1 Loan,
4.250%,
08/30/20
   

1,026,773

     

0.1

   
 

103,722

            CeramTec
GmbH, Dollar
Term B-2 Loan,
4.250%,
08/30/20
   

104,176

     

0.0

   
 

307,780

            CeramTec
GmbH, Dollar
Term B-3 Loan,
4.250%,
08/30/20
   

309,127

     

0.0

   
 

4,411,978

            Doncasters
Group Limited,
First Lien Term
Loan USD,
4.500%,
04/09/20
   

4,423,008

     

0.5

   

See Accompanying Notes to Financial Statements
36



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Industrial Equipment (continued)

 
 

667,689

            Filtration Group
Corporation,
First Lien
Term Loan,
4.250%,
11/30/20
 

$

671,723

     

0.1

   
 

6,163,681

            Gardner Denver,
Inc., Term
Loan B USD,
4.250%,
07/30/20
   

6,028,080

     

0.7

   
 

2,580,241

            International
Equipment
Solutions, LLC,
Term Loan,
6.753%,
08/16/19
   

2,588,305

     

0.3

   
 

7,128,931

            Rexnord
Corporation/
RBS Global,
Inc., First Lien
Term Loan,
4.000%,
08/21/20
   

7,130,414

     

0.8

   
 

2,400,000

            Sensus Metering
Systems Inc.,
New Second
Lien Term Loan,
8.500%,
05/09/18
   

2,388,000

     

0.3

   
 

406,589

            Sensus Metering
Systems Inc.,
Upsized First
Lien Term Loan,
4.500%,
05/09/17
   

406,081

     

0.0

   
 

4,055,555

            Signode
Industrial
Group, US
Dollar Tranche
Term Loan,
3.750%,
05/01/21
   

4,061,894

     

0.5

   
 

891,000

            SunSource,
First Lien
Term Loan,
4.753%,
02/15/21
   

890,443

     

0.1

   
 

742,039

            VAT Holding,
Term Loan B,
4.750%,
02/11/21
   

743,585

     

0.1

   
 

1,905,975

            WTG Holdings III
Corp., First
Lien Term Loan,
4.750%,
01/15/21
   

1,914,313

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

325,000

            WTG Holdings III
Corp., Second
Lien Term Loan,
8.500%,
01/15/22
 

$

322,156

     

0.0

   
                 

44,025,946

     

5.0

   
       

Leisure Goods/Activities/Movies: 5.7%

 
 

7,443,750

            24 Hour Fitness
Worldwide, Inc,
Term Loan B,
4.750%,
05/28/21
   

7,201,828

     

0.8

   
 

9,865,898

            Delta2 Sarl
Luxembourg
(Formula One
World
Championship),
Facility B3,
4.750%,
07/30/21
   

9,883,371

     

1.1

   
 

3,000,000

            Delta2 Sarl
Luxembourg
(Formula One
World
Championship),
Second Lien
Facility,
7.750%,
08/08/22
   

3,018,126

     

0.4

   
 

4,261,266

            Equinox
Holdings, Inc.,
First Lien
Term Loan,
5.000%,
01/31/20
   

4,295,889

     

0.5

   
 

6,447,790

            FGI Operating,
Fungible Term
Loan B AddOn,
5.500%,
04/19/19
   

6,300,026

     

0.7

   
 

8,517,545

            Fitness
International,
LLC., Term
Loan B,
5.500%,
07/01/20
   

8,357,841

     

1.0

   
 

2,035,714

     

(1

)

  NEP/NCP
Holdco, Inc.,
Second Lien,
9.500%,
07/22/20
   

2,043,348

     

0.2

   
 

5,843,372

            NEP/NCP
Holdco, Inc.,
Term Loan B
with Add-On,
4.250%,
01/22/20
   

5,808,312

     

0.7

   

See Accompanying Notes to Financial Statements
37



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
        Leisure Goods/Activities/
Movies (continued)
 
 

2,825,000

     

(1

)

  TWCC Holding
Corporation,
Extended
First Lien
Term Loan,
02/13/20
 

$

2,826,766

     

0.3

   
                 

49,735,507

     

5.7

   
       

Lodging & Casinos: 7.0%

 
 

8,945,099

            Amaya Gaming
Group Inc.,
First Lien Term
Loan B,
5.000%,
08/01/21
   

8,952,782

     

1.0

   
 

3,500,000

            Amaya Gaming
Group Inc.,
Second Lien
Term Loan,
8.000%,
08/01/22
   

3,547,250

     

0.4

   
 

1,129,573

            American
Casino and
Entertainment
Properties LLC,
First Lien
Term Loan,
4.500%,
07/03/19
   

1,136,633

     

0.1

   
 

2,500,000

     

(1

)

  Aristocrat
Leisure Limited,
Term Loan B,
10/21/21
   

2,522,812

     

0.3

   
 

1,816,471

            Boyd Gaming
Corporation,
Term Loan B,
4.000%,
08/14/20
   

1,826,814

     

0.2

   
 

2,564,511

     

(1

)

  Cannery Casino
Resorts, LLC,
First Lien
Term Loan,
6.000%,
10/02/18
   

2,560,023

     

0.3

   
 

7,046,324

            CityCenter
Holdings, LLC,
Term Loan,
4.250%,
10/15/20
   

7,082,816

     

0.8

   
 

2,587,000

            Global Cash
Access, Inc.,
Term Loan B,
5.535%,
12/18/20
   

2,604,786

     

0.3

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,502,906

            Golden
Nugget, Inc.,
Delayed Draw
Term Loan,
5.500%,
11/21/19
 

$

1,520,190

     

0.2

   
 

3,506,781

            Golden
Nugget, Inc.,
Term Loan,
5.500%,
11/21/19
   

3,547,109

     

0.4

   
 

800,000

            Horseshoe
Baltimore,
Funded Term
Loan B,
8.250%,
07/02/20
   

756,000

     

0.1

   
 

2,573,869

            La Quinta,
First Lien
Term Loan,
4.000%,
04/14/21
   

2,583,521

     

0.3

   
 

2,932,288

            Peppermill
Casinos, Inc.,
Term Loan B,
7.250%,
11/09/18
   

2,968,942

     

0.3

   
 

6,895,285

            Scientific Games
International,
Inc., Term
Loan B,
6.000%,
10/18/20
   

6,930,623

     

0.8

   
 

1,995,000

            Scientific Games
International,
Inc., Term
Loan B-2,
6.000%,
10/01/21
   

2,005,599

     

0.2

   
 

7,564,545

            Station
Casinos LLC,
Term Loan,
4.250%,
03/02/20
   

7,601,187

     

0.9

   
 

3,837,445

            Twin River
Management
Group, Inc.,
Term Loan B,
5.250%,
07/10/20
   

3,839,245

     

0.4

   
                 

61,986,332

     

7.0

   
       

Mortgage REITs: 0.6%

 
 

2,593,500

            International
Market Centers,
First Lien
Term Loan,
5.250%,
08/11/20
   

2,609,709

     

0.3

   

See Accompanying Notes to Financial Statements
38



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Mortgage REITs (continued)

 
 

3,000,000

            International
Market Centers,
Second Lien
Term Loan,
8.750%,
08/11/21
 

$

2,992,500

     

0.3

   
                 

5,602,209

     

0.6

   
       

Nonferrous Metals/Minerals: 0.3%

 
 

3,212,028

            Fairmount
Minerals, Ltd.,
Tranche B-2
Term Loans,
4.500%,
09/05/19
   

3,099,607

     

0.3

   
       

Oil & Gas: 3.0%

 
 

3,922,163

            Bronco
Midstream
Funding, LLC,
Term Loan,
5.000%,
08/15/20
   

3,863,330

     

0.4

   
 

1,994,987

            CITGO, Term
Loan B,
4.500%,
07/30/21
   

2,002,469

     

0.2

   
 

2,940,820

            CITGO Holding,
Inc., Holdco
Term Loan,
9.500%,
05/12/18
   

2,984,321

     

0.4

   
 

2,416,471

            Energy Transfer
Equity, L.P.,
New Term Loan,
4.000%,
12/02/19
   

2,421,758

     

0.3

   
 

3,158,935

            FTS International,
Inc.
(fka FracTech),
Term Loan,
5.750%,
04/16/21
   

2,657,454

     

0.3

   
 

6,678,300

            Harvey Gulf
International
Marine, LLC,
Upsized Term
Loan B,
5.500%,
06/15/20
   

5,676,555

     

0.7

   
 

1,975,000

            Penn Product
Terminals,
Term Loan,
4.750%,
04/01/22
   

1,994,134

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,734,350

            Southcross
Holdings L.P.,
Term Loan B,
6.000%,
08/04/21
 

$

2,650,610

     

0.3

   
 

1,994,949

            Western
Refining, Inc.,
Term Loan,
4.250%,
11/12/20
   

2,001,808

     

0.2

   
                 

26,252,439

     

3.0

   
       

Property & Casualty Insurance: 0.3%

 
 

286,813

     

(1

)

  Acrisure, LLC,
First Lien
Delayed Draw
Term Loan,
05/13/22
   

288,068

     

0.0

   
 

2,613,187

     

(1

)

  Acrisure, LLC,
First Lien
Term Loan,
05/13/22
   

2,624,620

     

0.3

   
                 

2,912,688

     

0.3

   
       

Publishing: 2.3%

 
 

6,046,481

            Cengage
Learning
Acquisition,
Inc., First Lien
Term Loan,
8.250%,
03/31/20
   

6,079,864

     

0.7

   
 

2,200,000

            Eden Bidco
Limited (Top
Right Group),
Term Loan
B2 USD,
6.000%,
04/30/22
   

2,189,000

     

0.2

   
 

257,691

            HIBU PLC (fka
Yell Group PLC),
Facility A2,
5.270%,
03/03/19
   

445,161

     

0.1

   

EUR

19,441

            HIBU PLC (fka
Yell Group PLC),
Spanish facility,
03/03/19
   

     

0.0

   
 

1,677,348

            McGraw Hill
Global
Education,
Term Loan-B,
4.750%,
03/22/19
   

1,693,773

     

0.2

   
 

1,654,115

            Nelson
Canada, First
Lien-C$ 330 mm,
6.750%,
07/03/14
   

1,209,571

     

0.1

   

See Accompanying Notes to Financial Statements
39



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Publishing (continued)

 
 

3,053,500

            Penton Media,
Inc, First Lien,
5.000%,
09/30/19
 

$

3,072,584

     

0.4

   
 

1,172,505

            Penton Media,
Inc., Second
Lien,
9.000%,
09/30/20
   

1,173,971

     

0.1

   
 

4,281,343

            Tribune
Company,
Term Loan B,
4.000%,
12/31/20
   

4,292,581

     

0.5

   
                 

20,156,505

     

2.3

   
       

Radio & Television: 4.2%

 
 

5,122,611

            Cumulus Media
Holdings Inc.,
Term Loan,
4.250%,
12/23/20
   

4,862,214

     

0.6

   
 

13,921,330

            iHeartCommunications,
Inc., Term
Loan E,
7.685%,
07/30/19
   

13,232,224

     

1.5

   
 

1,259,110

            Learfield
Communications,
Inc, First Lien
Term Loan,
4.500%,
10/08/20
   

1,263,832

     

0.1

   
 

812,500

            Learfield
Communications,
Inc., Second
Lien Term Loan,
8.750%,
10/08/21
   

821,387

     

0.1

   
 

3,178,348

            Media General,
Inc., DDTerm
Loan-B,
4.250%,
07/31/20
   

3,199,802

     

0.4

   
 

1,598,333

            Salem
Communications
Corporation,
Term Loan B,
4.500%,
03/14/20
   

1,600,331

     

0.2

   
 

4,592,872

            Univision
Communications,
Inc., Term
Loan-C3,
4.000%,
03/01/20
   

4,593,694

     

0.5

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

7,277,667

            Univision
Communications,
Inc., Term
Loan-C4,
4.000%,
03/01/20
 

$

7,274,421

     

0.8

   
                 

36,847,905

     

4.2

   
       

Retailers (Except Food & Drug): 12.5%

 
 

2,837,184

            99 Cents Only
Stores, Term
Loan Facility,
4.500%,
01/15/19
   

2,844,867

     

0.3

   
 

1,442,750

            Abercrombie &
Fitch
Management Co.,
Term Loan B,
4.750%,
08/07/21
   

1,419,305

     

0.2

   
 

5,837

            Academy Ltd.,
Term Loan
(2012 refi),
4.500%,
08/03/18
   

5,866

     

0.0

   

EUR

3,985,000

            Action Holding B.V.,
Term Loan B,
4.771%,
01/13/21
   

4,430,651

     

0.5

   
 

9,683,462

            BJs Wholesale
Club, First Lien
Term Loan,
4.500%,
09/26/19
   

9,730,040

     

1.1

   
 

4,000,000

            BJs Wholesale
Club, Second
Lien Term Loan,
8.500%,
03/26/20
   

4,050,832

     

0.5

   
 

7,400,000

            Dollar Tree,
Term Loan-B,
4.250%,
03/09/22
   

7,480,890

     

0.8

   
 

6,144,379

     

(1

)

  Harbor Freight
Tools USA, Inc.,
Term Loan,
4.750%,
07/26/19
   

6,196,606

     

0.7

   
 

2,443,972

            Hudson's Bay
Company,
Term Loan,
4.750%,
11/04/20
   

2,457,502

     

0.3

   
 

1,980,000

            J. Crew, Term
Loan B,
4.000%, 03/01/21
   

1,809,932

     

0.2

   
 

4,797,800

            Leslies Poolmart,
Inc., Term Loan,
4.250%,
10/16/19
   

4,812,793

     

0.5

   

See Accompanying Notes to Financial Statements
40



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
        Retailers (Except Food &
Drug) (continued)
 
 

2,189,000

            Mattress Firm
Holding Corp.,
Term Loan-B,
5.000%,
10/20/21
 

$

2,214,539

     

0.2

   
 

3,463,750

            Men's
Wearhouse,
Term Loan,
4.500%,
06/18/21
   

3,484,273

     

0.4

   
 

12,802,950

            Neiman Marcus
Group, Inc,
Term Loan,
4.250%,
10/25/20
   

12,834,957

     

1.5

   
 

5,892,966

            Ollie's Holdings,
Inc., Term Loan,
4.750%,
09/28/19
   

5,885,600

     

0.7

   
 

4,526,166

            OneStopPlus,
First Lien
Term Loan,
4.750%,
03/15/21
   

4,514,851

     

0.5

   
 

5,828,812

            Party City
Holdings Inc,
Term Loan B,
4.000%,
07/29/19
   

5,847,546

     

0.7

   
 

3,152,250

            Payless
ShoeSource,
First Lien
Term Loan,
5.000%,
03/05/21
   

3,064,775

     

0.3

   
 

11,000,000

            PetSmart, Inc.,
Term Loan-B,
4.250%,
03/11/22
   

11,051,183

     

1.2

   
 

625,000

     

(1

)

  rue21 inc.,
Term Loan B,
10/10/20
   

578,906

     

0.1

   
 

3,224,400

            Savers, Term
Loan B,
5.000%,
07/09/19
   

3,178,552

     

0.4

   
 

2,579,820

            Sleepy's
Holdings, LLC,
Term Loan,
5.000%,
03/30/19
   

2,583,044

     

0.3

   
 

5,000,000

     

(1

)

  Staples, Inc.,
Term Loan-B,
04/23/21
   

5,012,500

     

0.6

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,732,500

            Talbots Inc.
(The), First Lien
Term Loan,
5.500%,
03/20/20
 

$

1,710,844

     

0.2

   
 

4,000,000

            The Gymboree
Corporation,
Term Loan B,
5.000%,
02/23/18
   

3,062,144

     

0.3

   
                 

110,262,998

     

12.5

   
       

Surface Transport: 0.9%

 
 

2,700,000

            Goodpack Ltd.,
First Lien
Term Loan,
4.750%,
09/09/21
   

2,706,750

     

0.3

   
 

1,000,000

            Goodpack Ltd.,
Second Lien
Term Loan,
8.000%,
09/09/22
   

1,002,500

     

0.1

   
 

1,987,487

            OSG Bulk Ships,
Inc., First Lien
Term Loan,
5.250%,
08/05/19
   

1,997,425

     

0.2

   
 

446,625

            V.Group, Term
Loan B,
5.000%,
06/30/21
   

451,091

     

0.1

   
 

2,040,000

            Wabash National
Corporation,
Term Loan B,
4.250%,
03/19/22
   

2,061,675

     

0.2

   
                 

8,219,441

     

0.9

   
       

Telecommunications: 9.7%

 
 

435,127

            Altice Group,
USD Term
Loan B,
5.250%,
01/28/22
   

439,478

     

0.0

   
 

1,396,485

            Aricent Group,
2015 Upsized
First Lien
Term Loan,
5.500%,
04/14/21
   

1,406,959

     

0.2

   
 

10,344,608

            Asurion, LLC,
Incremental
Tranche B-1
Term Loan,
5.000%,
05/24/19
   

10,400,645

     

1.2

   

See Accompanying Notes to Financial Statements
41



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Telecommunications (continued)

 
 

1,750,000

            Asurion, LLC,
Second Lien
Term Loan,
8.500%,
02/28/21
 

$

1,796,758

     

0.2

   
 

5,745,881

            Avaya Inc.,
Term B-3 Loan,
4.685%,
10/26/17
   

5,733,476

     

0.7

   
 

5,089,120

            Avaya Inc.,
Term B-6 Loan,
6.500%,
03/31/18
   

5,095,481

     

0.6

   
 

2,000,000

     

(1

)

  Avaya Inc.,
Term B-7 Loan,
04/30/20
   

1,974,844

     

0.2

   
 

9,100,000

            Communications
Sales &
Leasing, Inc.,
Term Loan B,
5.000%,
10/14/22
   

9,093,175

     

1.0

   
 

3,920,375

            Consolidated
Communications,
Inc., Term
Loan B,
4.250%,
12/19/20
   

3,943,243

     

0.4

   
 

568,564

            Encompass
Digital Media,
Inc., First Lien,
5.500%,
06/05/21
   

570,696

     

0.1

   
 

4,142,326

            Global Tel*Link
Corporation,
First Lien
Term Loan,
5.000%,
05/23/20
   

4,102,456

     

0.5

   
 

1,700,000

            Global Tel*Link
Corporation,
Second Lien
Term Loan,
9.000%,
11/23/20
   

1,640,500

     

0.2

   
 

2,652,403

            Hawaiian Telcom
Communications,
Inc., Term
Loan B,
5.000%,
06/06/19
   

2,667,322

     

0.3

   
 

8,500,000

            Level 3
Financing, Inc,
Tranche B-II
2022 Term Loan,
3.500%,
05/31/22
   

8,480,875

     

1.0

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,300,000

            Level 3
Financing, Inc.,
Term Loan B-4,
4.000%,
01/15/20
 

$

2,302,875

     

0.3

   
 

3,782,625

            Lightower Fiber
Networks,
First Lien
Term Loan,
4.000%,
04/13/20
   

3,784,989

     

0.4

   
 

1,200,000

     

(1

)

  Securus
Technologies,
Inc., Incremental
Term Loan B-2,
04/30/20
   

1,197,500

     

0.1

   
 

1,984,779

            Securus
Technologies,
Inc., Upsized
First Lien
Term Loan,
4.750%,
04/30/20
   

1,955,999

     

0.2

   
 

3,052,127

            Syniverse
Holdings, Inc.,
Initial Term Loan,
4.000%,
04/23/19
   

2,918,596

     

0.3

   
 

5,917,781

            U.S. Telepacific
Corp, Term
Loan B,
6.000%,
11/21/20
   

5,941,204

     

0.7

   
 

2,903,231

            XO Communications,
First Lien
Term Loan,
4.250%,
03/19/21
   

2,910,489

     

0.3

   
 

7,070,361

            Zayo Group, LLC,
Term Loan B,
3.750%,
05/06/21
   

7,071,627

     

0.8

   
                 

85,429,187

     

9.7

   
       

Utilities: 1.6%

 
 

1,293,461

            Atlantic Power
Limited
Partnership,
Term Loan,
4.750%,
02/28/21
   

1,299,929

     

0.2

   
 

1,030,000

            Energy Future
Intermediate
Holding
Company LLC,
First Lien DIP,
4.250%,
06/11/16
   

1,036,223

     

0.1

   

See Accompanying Notes to Financial Statements
42



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Utilities (continued)

 
 

2,450,000

            Longview Power,
LLC, Term Loan,
7.000%,
04/15/21
 

$

2,476,031

     

0.3

   
 

2,515,901

            Pike Corporation,
First Lien
Term Loan,
5.500%,
12/22/21
   

2,539,488

     

0.3

   
 

2,094,750

            Southeast
PowerGen,
LLC, Term
Loan B,
4.500%,
12/02/21
   

2,125,518

     

0.2

   
 

1,989,899

            TPF Generation
Holdings, LLC,
Term Loan,
4.750%,
12/31/17
   

1,924,398

     

0.2

   
 

2,543,625

            TPF II Power, LLC,
Term Loan,
5.500%,
09/30/21
   

2,587,820

     

0.3

   
                 

13,989,407

     

1.6

   
                Total Senior
Loans
( Cost
$1,253,495,856 )
   

1,245,265,220

     

141.5

   

OTHER CORPORATE DEBT: –%

     
       

Publishing: —%

 
 

645,834

   

&

  HIBU PLC (fka
Yell Group PLC),
Facility B2,
03/03/24
   

     

0.0

   
                Total Other
Corporate Debt
( Cost $315,912 )
   

     

0.0

   

Shares

 

  Borrower/
Tranche
Description
 

Value

  Percentage
of Net
Assets
 

EQUITIES AND OTHER ASSETS: 0.9%

     
 

154

     

@

    AR Broadcasting
(Warrants)
 

$

     

0.0

   
 

888,534

     

@,R

    Ascend Media
(Residual Interest)
   

1

     

0.0

   
 

3,160

     

@

   

Caribe Media Inc.

   

     

0.0

   
 

178,416

     

@

   

Cengage Learning

   

4,906,440

     

0.6

   
 

4,001

     

@

    Cumulus Media
Inc. (Class A
Common Shares)
   

9,443

     

0.0

   
 

246,734

     

@

    Eagle Topco
2013 LTD
   

     

0.0

   
 

16,706

     

@

    Everyware Global
Inc. Warrants
   

     

0.0

   
 

8

     

@

    Faith Media
Holdings, Inc.
(Residual Interest)
   

16,366

     

0.0

   
 

535,170

     

@

    Fontainebleau Las
Vegas, LLC
(Delayed Draw
Term Loan-
Residual Interest)
   

1

     

0.0

   
 

1,070,339

     

@

    Fontainebleau Las
Vegas, LLC (Term
Loan B-Residual
Interest)
   

1

     

0.0

   
 

92,471

     

@

    Glodyne
Techoserve, Ltd.
   

     

0.0

   
 

498,762

     

@

   

GTS Corp.

   

1

     

0.0

   
 

291

     

@,R

    Lincoln Paper &
Tissue, LLC
   

     

0.0

   
 

5,933,579

     

@,R

    Lincoln Pulp and
Eastern Fine
(Residual Interest
in Bankruptcy
Estate)
   

6

     

0.0

   
 

203,600

     

@

    Longview
Power, LLC
   

2,443,200

     

0.3

   
 

106,702

     

@

    Northeast Biofuels
(Residual Interest)
   

     

0.0

   
 

19,404

     

@

    U.S. Shipping
Partners, L.P.
   

     

0.0

   
 

275,292

     

@

    U.S. Shipping
Partners, L.P.
(Contingency
Rights)
   

     

0.0

   
            Total Equities
and Other
Assets
( Cost
$8,844,644 )
   

7,375,459

     

0.9

   

See Accompanying Notes to Financial Statements
43



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Shares

 

  Borrower/
Tranche
Description
 

Value

  Percentage
of Net
Assets
 
        Total Investments
( Cost
$1,262,656,412 )
 

$

1,252,640,679

     

142.4

   
        Liabilities in
Excess of
Other Assets
   

(372,773,950

)

   

(42.4

)

 
       

Net Assets

 

$

879,866,729

     

100.0

   

*  Senior loans, while exempt from registration under the Securities Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates.

†  Unless otherwise indicated, principal amount is shown in USD.

@  Non-income producing security

&  Payment-in-kind

R  Restricted Security

(1)  Loans purchased on a when-issued or delayed-delivery basis. Contract rates that are not disclosed do not take effect until settlement date and have yet to be determined.

(2)  The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy code.

(3)  Loan is on non-accrual basis.

EUR  EU Euro

GBP  British Pound

  Cost for federal income tax purposes is $1,262,777,983.

Net unrealized depreciation consists of:

 

Gross Unrealized Appreciation

 

$

7,429,311

   

Gross Unrealized Depreciation

   

(17,566,615

)

 

Net Unrealized Depreciation

 

$

(10,137,304

)

 

See Accompanying Notes to Financial Statements
44



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

Fair Value Measurements

The following is a summary of the fair valuations according to the inputs used as of May 31, 2015 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
May 31, 2015
 

Asset Table

 

Investments, at fair value

 

Equities and Other Assets

 

$

4,915,883

   

$

2,443,200

   

$

16,376

   

$

7,375,459

   

Other Corporate Debt

   

     

     

     

   

Senior Loans

   

     

1,245,265,220

     

     

1,245,265,220

   

Total Investments, at fair value

 

$

4,915,883

   

$

1,247,708,420

   

$

16,376

   

$

1,252,640,679

   

Other Financial Instruments+

 

Forward Foreign Currency Contracts

   

     

735,441

     

     

735,441

   

Total Assets

 

$

4,915,883

   

$

1,248,443,861

   

$

16,376

   

$

1,253,376,120

   

Liabilities Table

 

Other Financial Instruments+

 

Forward Foreign Currency Contracts

 

$

   

$

(74,441

)

 

$

   

$

(74,441

)

 

Total Liabilities

 

$

   

$

(74,441

)

 

$

   

$

(74,441

)

 

+  Other Financial Instruments are derivatives not reflected in the Portfolio of Investments and may include open forward foreign currency contracts and unfunded commitments which are fair valued at the unrealized gain (loss) on the instrument.

At May 31, 2015, the following forward foreign currency contracts were outstanding for the Voya Prime Rate Trust:

Counterparty

 

Currency

  Contract
Amount
 

Buy/Sell

  Settlement
Date
  In Exchange
For
 

Fair Value

  Unrealized
Appreciation
(Depreciation)
 

State Street Bank

 

EU Euro

   

1,060,000

   

Buy

 

06/25/15

 

$

1,210,146

   

$

1,164,544

   

$

(45,602

)

 
                           

$

(45,602

)

 

State Street Bank

 

EU Euro

   

19,945,000

   

Sell

 

06/25/15

 

$

22,647,548

   

$

21,912,107

   

$

735,441

   

State Street Bank

 

British Pound

   

7,157,900

   

Sell

 

06/25/15

   

10,909,406

     

10,938,245

     

(28,839

)

 
                           

$

706,602

   

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

The fair value of derivative instruments as of May 31, 2015 was as follows:

Derivatives not accounted for as hedging instruments

  Location on Statement
of Assets and Liabilities
 

Fair Value

 

Asset Derivatives

 

Foreign exchange contracts

 

Unrealized appreciation on forward foreign currency contracts

 

$

735,441

   

Total Asset Derivatives

     

$

735,441

   

Liability Derivatives

 

Foreign exchange contracts

 

Unrealized depreciation on forward foreign currency contracts

 

$

74,441

   

Total Liability Derivatives

     

$

74,441

   

See Accompanying Notes to Financial Statements
45



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  AS OF MAY 31, 2015 (UNAUDITED) (CONTINUED)

The effect of derivative instruments on the Trust's Statement of Operations for the period ended May 31, 2015 was as follows:

Derivatives not accounted for as hedging instruments

  Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Foreign currency related
transactions*
 

Foreign exchange contracts

 

$

(87,998

)

 

Total

 

$

(87,998

)

 

Derivatives not accounted for as hedging instruments

  Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Foreign currency related
transactions*
 

Foreign exchange contracts

 

$

580,663

   

Total

 

$

580,663

   

*  Amounts recognized for forward foreign currency contracts are included in net realized gain (loss) on foreign currency related transactions and net change in unrealized appreciation or depreciation on foreign currency related transactions.

The following is a summary by counterparty of the fair value of OTC derivative instruments subject to Master Netting Agreements and collateral pledged (received), if any, at May 31, 2015:

   

State Street Bank

 

Assets:

 

Forward foreign currrency contracts

 

$

735,441

   

Total Assets

 

$

735,441

   

Liabilities:

 

Forward foreign currency contracts

 

$

74,441

   

Total Liabilities

 

$

74,441

   

Net OTC derivative instruments by counterparty, at fair value

 

$

661,000

   

Total collateral pledged by the Trust/(Received from counterparty)

 

$

   
Net Exposure(1)   

$

661,000

   

(1)  Positive net exposure represents amounts due from each respective counterparty. Negative exposure represents amounts due from the Trust. Please refer to Note 2 for additional details regarding counterparty credit risk and credit related contingent features.

See Accompanying Notes to Financial Statements
46




Voya Prime Rate Trust

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)

APPROVAL OF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT

At a meeting held on March 12, 2015, the Board of Trustees (the "Board") of Voya Prime Rate Trust (the "Fund"), including a majority of Board members who have no direct or indirect in the advisory agreement (the "Independent Trustees"), approved amending and restating the Fund's Investment Management Agreement with Voya Investments, LLC (the "Adviser") so that, effective May 1, 2015, the terms of the Fund's Investment Management Agreement and its Administration Agreement are combined under a single Amended and Restated Investment Management Agreement with a single management fee. The single management fee rate under the Fund's Amended and Restated Investment Management Agreement does not exceed the former combined investment management and administrative services fee rates for the Fund and, under the Fund's Amended and Restated Investment Management Agreement, there was no change to the investment management or administrative services provided or the fees charged to the Fund.

In connection with its review, the Board determined that it did not need to consider certain factors it typically considers during its review of the Fund's advisory agreements because it had reviewed, among other matters, the nature, extent and quality of services being provided and, as applicable, actions taken in certain instances to improve the relationship between the costs and the quality of services being provided on September 12, 2014, when it renewed the Agreement. On September 12, 2014, the Board concluded, in light of all factors it considered, to renew the Agreement and that the fee rate set forth in the Agreement was fair and reasonable. Among other factors considered at that meeting, the Board considered: (1) the nature, extent and quality of services provided under the Agreement; (2) the extent to which economies of scale are reflected in the fee rate schedule under the Agreement; (3) the existence of any "fall-out" benefits to the Adviser and its affiliates; (4) a comparison of the fee rate, expense ratio, and investment performance to those of similar funds; and (5) the costs incurred

and profits realized by the Adviser and its affiliates with respect to their services to the Fund. A further description of the process followed by the Board in approving the Agreement on September 12, 2014, including the information reviewed, certain material factors considered and certain related conclusions reached, is set forth in the Fund's annual report to shareholders for the period ended February 28, 2015.

On March 12, 2015, the Board, including the Independent Trustees, approved the Amended and Restated Investment Management Agreement. In analyzing whether to approve the Amended and Restated Investment Management Agreement, the Board did consider, among other things: (1) a memorandum and related materials outlining the terms of this Agreement and Management's rationale for proposing the amendments that combine the terms of the Fund's investment management and administrative services arrangements under a single agreement; (2) Management's representations that, under the Amended and Restated Investment Management Agreement, there would be no change in the fees payable for the combination of advisory and administrative services provided to the Fund; (3) Management's confirmation that the implementation of the Amended and Restated Investment Management Agreement would result in no change in the scope of services that the Adviser provides to the Fund and that the personnel who have provided administrative and advisory services to the Fund previously would continue to do so after the Amended and Restated Investment Management Agreement become effective; and (4) representations from Management that the combination of the Agreements better aligns the Fund's contracts with the manner in which Voya provides such services to the Fund. In approving the amendment to the Fund's Investment Management Agreement, different Board members may have given different weight to different individual factors and related conclusions.


47




Voya Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER REINVESTMENT PROGRAM

The following is a summary of the Shareholder Reinvestment Program ("Program"). Shareholders are advised to review a fuller explanation of the Program contained in the Trust's SAI.

Common Shares are offered by the Trust through the Program. The Program allows participating shareholders to reinvest all dividends ("Dividends") in additional Common Shares of the Trust and also allows participants to purchase additional Common Shares through optional cash investments in amounts ranging from a minimum of $100 to a maximum of $100,000 per month.

The Trust and the Distributor reserve the right to reject any purchase order. Please note that cash, traveler's checks, third-party checks, money orders, and checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank) generally will not be accepted.

Common Shares will be issued by the Trust under the Program when the Trust's Common Shares are trading at a premium to NAV. If the Trust's Common Shares are trading at a discount to NAV, Common Shares issued under the Program will be purchased on the open market. Common Shares issued under the Program directly from the Trust will be acquired at the greater of: (i) NAV at the close of business on the day preceding the relevant investment date; or (ii) the average of the daily market price of the Common Shares during the pricing period minus a discount of 5% for reinvested Dividends and 0% to 5% for optional cash investments. Common Shares issued under the Program, when shares are trading at a discount to NAV, will be purchased in the market by the Transfer Agent at market price. Shares issued by the Trust under the Program will be issued without a fee or a commission.

Shareholders may elect to participate in the Program by telephoning the Trust or submitting a completed Participation Form to the Transfer Agent, the Program administrator. The Transfer Agent will credit to each participant's account funds it receives from: (i) Dividends paid on Trust shares registered in the participant's name; and (ii) optional cash investments. The Transfer Agent will apply all Dividends and optional cash investments received to purchase Common Shares as soon as practicable beginning on the relevant investment date (as described below) and not later than six business days after the relevant investment date, except when necessary to comply with applicable provisions of the federal securities laws. For more information on the Trust's distribution policy, please see the Trust's prospectus.

In order for participants to purchase shares through the Program in any month, the Program administrator must receive from the participant any optional cash investment by the relevant investment date. The relevant investment date will be set in advance by the Trust, upon which optional cash investments are first applied by the Transfer Agent to the purchase of Common Shares. Participants may obtain a schedule of relevant dates, including investments dates, the dates by which optional cash investment payments must be received and the dates in which shares will be paid, by calling Voya's Shareholder Services Department at 1-800-336-3436.

Participants will pay a pro rata share of brokerage commissions with respect to the Transfer Agent's open market purchases in connection with the reinvestment of Dividends or purchases made with optional cash investments.

The Program is intended for the benefit of investors in the Trust. The Trust reserves the right to exclude from participation, at any time: (i) persons or entities who attempt to circumvent the Program's standard $100,000 maximum by accumulating accounts over which they have control; or (ii) any other persons or entities as determined in the sole discretion of the Trust.

Currently, persons who are not shareholders of the Trust may not participate in the Program. The Board may elect to change this policy at a future date and permit non-shareholders to participate in the Program. Shareholders may request to receive their Dividends in cash at any time by giving the Transfer Agent written notice or by contacting Voya's Shareholder Services Department at 1-800-336-3436. Shareholders may elect to close their account at any time by giving the Transfer Agent written notice. When a participant closes their account, the participant, upon request, will receive a certificate for full


48



Voya Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited) (continued)

Common Shares in the account. Fractional Common Shares will be held and aggregated with other fractional Common Shares being liquidated by the Transfer Agent as agent of the Program and paid for by check when actually sold.

The automatic reinvestment of Dividends does not affect the tax characterization of the Dividends (i.e., capital gain distributions and income distributions are realized and subject to tax even though cash is not received). A shareholder whose Dividends are reinvested in shares under the Program will be treated as having received a dividend equal to either (i) if shares are issued under the Program directly by the Trust, generally the fair market value of the shares issued to the shareholder or (ii) if reinvestment is made through open market purchases, the amount of cash allocated to the shareholder for the purchase of shares on its behalf in the open market. If a shareholder purchases additional shares for cash at a discount, the shareholder's basis in the shares will be the price he or she paid.

Additional information about the Program may be obtained by contacting Voya's Shareholder Services Department at 1-800-336-3436.

KEY FINANCIAL DATES — CALENDAR 2015 DIVIDENDS:

DECLARATION DATE  

EX-DIVIDEND DATE

 

PAYABLE DATE

 
January 30, 2015  

February 6, 2015

 

February 24, 2015

 
February 27, 2015  

March 6, 2015

 

March 23, 2015

 
March 31, 2015  

April 8, 2015

 

April 22, 2015

 
April 30, 2015  

May 7, 2015

 

May 22, 2015

 
May 29, 2015  

June 8, 2015

 

June 22, 2015

 
June 30, 2015  

July 8, 2015

 

July 22, 2015

 
July 31, 2015  

August 6, 2015

 

August 24, 2015

 
August 31, 2015  

September 8, 2015

 

September 22, 2015

 
September 30, 2015  

October 8, 2015

 

October 22, 2015

 
October 30, 2015  

November 6, 2015

 

November 23, 2015

 
November 30, 2015  

December 8, 2015

 

December 22, 2015

 
December 21, 2015  

December 29, 2015

 

January 13, 2016

 

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

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

STOCK DATA

The Trust's Common Shares are traded on the New York Stock Exchange (Symbol: PPR). The Trust's CUSIP number is 92913A100. The Trust's NAV and market price are published daily under the "Closed-End Funds" feature in Barron's, The New York Times, The Wall Street Journal and many other regional and national publications.

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

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


49



Voya Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited) (continued)

NUMBER OF SHAREHOLDERS

The number of record holders of Common Stock as of May 31, 2015 was 2,881 which does not include approximately 43,448 beneficial owners of shares held in the name of brokers of other nominees.

PROXY VOTING INFORMATION

A description of the policies and procedures that the Trust uses to determine how to vote proxies related to portfolio securities is available: (1) without charge, upon request, by calling Shareholder Services toll-free at 1-800-336-3436; (2) on the Trust's website at www.voyainvestments.com and (3) on the SEC's website at www.sec.gov. Information regarding how the Trust voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Trust's website at www.voyainvestments.com and on the SEC's website at www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Trust's Forms N-Q are available on the SEC's website at www.sec.gov. The Trust's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330; and is available upon request from the Trust by calling Shareholder Services toll-free at (800) 336-3436.

CERTIFICATIONS

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Trust's CEO submitted the Annual CEO Certification on August 1, 2014 certifying that he was not aware, as of that date, of any violation by the Trust of the NYSE's Corporate governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust's principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Trust's disclosure controls and procedures and internal controls over financial reporting.


50




Investment Adviser

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

Sub-Adviser

Voya Investment Management Co. LLC
230 Park Avenue
New York, NY 10169

Institutional Investors and Analysts

Call Voya Prime Rate Trust
1-800-336-3436, Extension 2217

Written Requests

Please mail all account inquiries and other comments to:
Voya Prime Rate Trust Account
c/o Voya Fund Services, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258

Distributor

Voya Investments Distributor, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
1-800-334-3444

Transfer Agent

BNY Mellon Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809

Custodian

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, Missouri 64105

Legal Counsel

Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199

Toll-Free Shareholder Information

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

For more complete information, or to obtain a prospectus on any Voya mutual fund, please call your financial advisor or Voya Investments Distributor, LLC at (800) 992-0180 or log on to www.voyainvestments.com. The prospectus should be read carefully before investing. Consider the Trust's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the Trust. Check with your investment professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.

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