Correspondence 0001683863-23-005934 from Voya BALANCED PORTFOLIO INC (CIK 0000846799)
Voya BALANCED PORTFOLIO INC (CIK 0000846799)
Date: Aug. 21, 2023 · CIK: 0000846799 · Accession: 0001683863-23-005934
AI Filing Summary & Sentiment
File numbers found in text: 811-02361, 811-02565, 811-05629, 811-05773, 811-07428, 811-08319, 811-08817, 811-08895
Letter
VIA EDGAR Division of Investment Management, Disclosure Review and Accounting Office 100 F Street, N.E. Washington, DC 20549 RE: SOX Review of Certain Voya Funds and Voya Portfolios
Dear Ms. McDonough:
This letter responds to comments provided via Microsoft Teams on July 27, 2023, by the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") with respect to a review of the 2022 N-CSR filings1 of the Voya Funds and Voya Portfolios listed on Appendix A (each, a "Fund" and collectively, the "Funds") pursuant to the Sarbanes–Oxley Act of 2002. Our summary of the comments and our responses thereto are provided below. Capitalized terms used but not defined herein have the meanings assigned to them in the respective N-CSR filings.
1.Comment: The Staff noted that Voya Mid Cap Research Enhanced Index Fund and Voya
Corporate Leaders® 100 Fund include an expense item for "Licensing fee" in each Fund's "Statement of Operations" as well as a corresponding note in the "Notes to Financial Statements". The Staff requested that the Funds consider expanding the disclosure to provide additional detail regarding the purpose of the licensing fee.
Response: The Funds confirm additional disclosure will be added regarding licensing fees in the Funds' next N-CSR filings.
2.Comment: The Staff requested that the Funds supplementally explain the following: (1) if the Funds' Board of Directors/Trustees (the "Board") has reviewed, at least annually, a written report on the adequacy and the effectiveness of the implementation of the Liquidity Risk Management Program (the "Program"); and (2) that the Program is in compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended ("Rule 22e-4"). The Staff requested further that, to the extent there are deficiencies with respect to either (1) or (2), above, include a statement in the supplemental explanation that the Funds will correct the deficiencies on a go-forward basis.
Response: The Funds confirm that the Board reviews annually a written report on the adequacy and the effectiveness of the implementation of the Program. The Funds also confirm that the Program is in compliance with Rule 22e-4 and that no material deficiencies have been identified.
3.Comment: The Staff noted that the updated Item 11(b) of Form N-CSR uses "period" covered by the report, rather than "quarter" covered by the report, and asked that the Funds update relevant disclosure to reflect the new term. The Staff requested further that the Funds confirm that there have been no changes in internal controls related to Fund reporting.
1With respect to Voya Government Money Market Fund (811-08895), the Staff reviewed the 2023 N-CSR filing.
Ms. Melissa McDonough, CPA
U.S. Securities and Exchange Commission
August 21, 2023
Page | 2
Response: The Funds will update disclosure responsive to Item 11(b) of Form N-CSR to reflect the new term "period" in the Funds' next N-CSR filings, and the Funds confirm that there have been no changes in internal controls related to Fund reporting.
4.Comment: The Staff noted that Item 4(e)(2) of Form N-CSR requires disclosure regarding situations where the pre-approval requirement of Rule 2-01 of Regulation S-X was waived with respect to specific services versus which services were obtained and requested that the Funds update relevant disclosure to reflect when the pre-approval requirement was waived.
Response: The Funds confirm that there were no instances of the pre-approval requirement being waived in the period by the reports. In addition, the Funds confirm disclosure will be updated in the Funds' next N-CSR filings, pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, to clarify that the pre-approval requirement was not waived with respect to any services, as applicable.
5.Comment: The Staff noted that Voya Global Bond Fund, Voya Global High Dividend Low Volatility Fund, and Voya Multi-Manager International Factors Fund each include a line item entitled "Payment by affiliate" with additional footnote disclosure for Voya Multi-Manager International Factors Fund stating the payments impacted total returns. The Staff noted, however, that rather than including a dollar amount, the line item instead includes a dash. The Staff requested that the Funds clarify the value of the payments.
Response: With respect to Voya Global Bond Fund and Voya Global High Dividend Low Volatility Fund, each Fund confirms that there have been no payments made by an affiliate during the five fiscal years presented in the financial highlights. With respect to Voya Multi-Manager International Factors Fund, the Fund confirms the payment by an affiliate resulted in a per share impact of less than $0.00. The Funds also note a standardized financial highlights template, which includes a column for "Payment by affiliate," is utilized across all Voya mutual funds within shareholder reports and statutory prospectuses.
6.Comment: The Staff noted that Voya Global Bond Fund, Voya Global High Dividend Low Volatility Fund, and Voya Global Perspectives® Fund include disclosure stating that the Investment Adviser has agreed to limit certain expenses and that the Investment Adviser may later recoup fees waived and/or other expenses reimbursed by the Investment Adviser. The Staff noted further that there is no disclosure of Commitments and Contingent Liabilities on the balance sheet as required by Article 6-04.15 of Regulation S-X and requested that the Funds explain supplementally why such disclosure is not included.
Response: No contingent liabilities related to the recoupment of class specific fees previously waived and/or other expenses previously reimbursed by the Investment Adviser were recorded on the balance sheets of the Funds as of the fiscal year end because the criteria to record such liability was not met as of that date. In making such assessment, the Funds relied on Financial Accounting Standards Board ("FASB"), Accounting Standards Codification ("ASC") 946-20-25-4 (Expense Limitation Agreements) and its references to FASB Concept Statement No. 6, Elements of Financial Statements, and the criteria in paragraph 450-20-25-2.
7.Comment: The Staff noted that Voya Global Bond Fund and VY® Invesco Equity and Income Portfolio have consistently reported high portfolio turnover rates in the financial highlights. The Staff requested that the Funds specify whether active and frequent trading are part of the Funds' investment strategies and state why a corresponding risk about portfolio turnover is not included in the Funds' prospectuses.
Ms. Melissa McDonough, CPA
U.S. Securities and Exchange Commission
August 21, 2023
Page | 3
Response: The Funds appreciate the Staff's comment; however, the Funds do not believe disclosure in the "Principal Investment Strategies" section of the Funds' prospectuses is necessary because frequent and active trading is not, in reference to Instruction 1 to Item 9(b)(1) of Form N-1A, a specific "policy, practice or technique used by [a] Fund to achieve its investment objectives."
In addition, the Funds believe that any risks related to portfolio turnover are sufficiently disclosed in response to Items 3 and 16(e) of Form N-1A. For example, the summary prospectus for each Fund states that the Fund "pays transaction costs, such as commissions, when it buys and sells securities (or 'turns over' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual [Fund/Portfolio] Operating Expenses or in the Expense Example, affect the [Fund's/Portfolio's] performance." Accordingly, the Funds do not believe it is necessary to include additional disclosure risk disclosure in the "Principal Risks" section.
* * * * * * * * * * * *
Should you have any questions or comments regarding this letter, please contact Todd Modic at (480) 477- 2190, Dorothy Roman at (480) 477-2669, Jennifer Kasperkowiak at (480) 477-2171, or the undersigned at
(212)309-6566.
Regards,
/s/ Nicholas C.D. Ward Nicholas C.D. Ward Counsel
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filename1.htm
SEC Response Letter
VOYA INVESTMENT MANAGEMENT
7337 EAST DOUBLETREE RANCH ROAD, SUITE 100 SCOTTSDALE, AZ 85258
August 21, 2023
VIA EDGAR
Ms. Melissa McDonough, CPA
Staff Accountant
U.S. Securities and Exchange Commission
Division of Investment Management, Disclosure Review and Accounting Office
100 F Street, N.E.
Washington, DC 20549
RE:
SOX Review of Certain Voya Funds and Voya Portfolios
Dear Ms. McDonough:
This letter responds to comments provided via Microsoft Teams on July 27, 2023, by the Staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") with respect to a review of the 2022 N-CSR filings1 of the Voya Funds and Voya Portfolios listed on Appendix A (each, a "Fund" and collectively, the "Funds") pursuant to the Sarbanes–Oxley Act of 2002. Our summary of the comments and our responses thereto are provided below. Capitalized terms used but not defined herein have the meanings assigned to them in the respective N-CSR filings.
1.Comment: The Staff noted that Voya Mid Cap Research Enhanced Index Fund and Voya
Corporate Leaders® 100 Fund include an expense item for "Licensing fee" in each Fund's "Statement of Operations" as well as a corresponding note in the "Notes to Financial Statements". The Staff requested that the Funds consider expanding the disclosure to provide additional detail regarding the purpose of the licensing fee.
Response: The Funds confirm additional disclosure will be added regarding licensing fees in the Funds' next N-CSR filings.
2.Comment: The Staff requested that the Funds supplementally explain the following: (1) if the Funds' Board of Directors/Trustees (the "Board") has reviewed, at least annually, a written report on the adequacy and the effectiveness of the implementation of the Liquidity Risk Management Program (the "Program"); and (2) that the Program is in compliance with Rule 22e-4 under the Investment Company Act of 1940, as amended ("Rule 22e-4"). The Staff requested further that, to the extent there are deficiencies with respect to either (1) or (2), above, include a statement in the supplemental explanation that the Funds will correct the deficiencies on a go-forward basis.
Response: The Funds confirm that the Board reviews annually a written report on the adequacy and the effectiveness of the implementation of the Program. The Funds also confirm that the Program is in compliance with Rule 22e-4 and that no material deficiencies have been identified.
3.Comment: The Staff noted that the updated Item 11(b) of Form N-CSR uses "period" covered by the report, rather than "quarter" covered by the report, and asked that the Funds update relevant disclosure to reflect the new term. The Staff requested further that the Funds confirm that there have been no changes in internal controls related to Fund reporting.
1With respect to Voya Government Money Market Fund (811-08895), the Staff reviewed the 2023 N-CSR filing.
Ms. Melissa McDonough, CPA
U.S. Securities and Exchange Commission
August 21, 2023
Page | 2
Response: The Funds will update disclosure responsive to Item 11(b) of Form N-CSR to reflect the new term "period" in the Funds' next N-CSR filings, and the Funds confirm that there have been no changes in internal controls related to Fund reporting.
4.Comment: The Staff noted that Item 4(e)(2) of Form N-CSR requires disclosure regarding situations where the pre-approval requirement of Rule 2-01 of Regulation S-X was waived with respect to specific services versus which services were obtained and requested that the Funds update relevant disclosure to reflect when the pre-approval requirement was waived.
Response: The Funds confirm that there were no instances of the pre-approval requirement being waived in the period by the reports. In addition, the Funds confirm disclosure will be updated in the Funds' next N-CSR filings, pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, to clarify that the pre-approval requirement was not waived with respect to any services, as applicable.
5.Comment: The Staff noted that Voya Global Bond Fund, Voya Global High Dividend Low Volatility Fund, and Voya Multi-Manager International Factors Fund each include a line item entitled "Payment by affiliate" with additional footnote disclosure for Voya Multi-Manager International Factors Fund stating the payments impacted total returns. The Staff noted, however, that rather than including a dollar amount, the line item instead includes a dash. The Staff requested that the Funds clarify the value of the payments.
Response: With respect to Voya Global Bond Fund and Voya Global High Dividend Low Volatility Fund, each Fund confirms that there have been no payments made by an affiliate during the five fiscal years presented in the financial highlights. With respect to Voya Multi-Manager International Factors Fund, the Fund confirms the payment by an affiliate resulted in a per share impact of less than $0.00. The Funds also note a standardized financial highlights template, which includes a column for "Payment by affiliate," is utilized across all Voya mutual funds within shareholder reports and statutory prospectuses.
6.Comment: The Staff noted that Voya Global Bond Fund, Voya Global High Dividend Low Volatility Fund, and Voya Global Perspectives® Fund include disclosure stating that the Investment Adviser has agreed to limit certain expenses and that the Investment Adviser may later recoup fees waived and/or other expenses reimbursed by the Investment Adviser. The Staff noted further that there is no disclosure of Commitments and Contingent Liabilities on the balance sheet as required by Article 6-04.15 of Regulation S-X and requested that the Funds explain supplementally why such disclosure is not included.
Response: No contingent liabilities related to the recoupment of class specific fees previously waived and/or other expenses previously reimbursed by the Investment Adviser were recorded on the balance sheets of the Funds as of the fiscal year end because the criteria to record such liability was not met as of that date. In making such assessment, the Funds relied on Financial Accounting Standards Board ("FASB"), Accounting Standards Codification ("ASC") 946-20-25-4 (Expense Limitation Agreements) and its references to FASB Concept Statement No. 6, Elements of Financial Statements, and the criteria in paragraph 450-20-25-2.
7.Comment: The Staff noted that Voya Global Bond Fund and VY® Invesco Equity and Income Portfolio have consistently reported high portfolio turnover rates in the financial highlights. The Staff requested that the Funds specify whether active and frequent trading are part of the Funds' investment strategies and state why a corresponding risk about portfolio turnover is not included in the Funds' prospectuses.
Ms. Melissa McDonough, CPA
U.S. Securities and Exchange Commission
August 21, 2023
Page | 3
Response: The Funds appreciate the Staff's comment; however, the Funds do not believe disclosure in the "Principal Investment Strategies" section of the Funds' prospectuses is necessary because frequent and active trading is not, in reference to Instruction 1 to Item 9(b)(1) of Form N-1A, a specific "policy, practice or technique used by [a] Fund to achieve its investment objectives."
In addition, the Funds believe that any risks related to portfolio turnover are sufficiently disclosed in response to Items 3 and 16(e) of Form N-1A. For example, the summary prospectus for each Fund states that the Fund "pays transaction costs, such as commissions, when it buys and sells securities (or 'turns over' its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in Annual [Fund/Portfolio] Operating Expenses or in the Expense Example, affect the [Fund's/Portfolio's] performance." Accordingly, the Funds do not believe it is necessary to include additional disclosure risk disclosure in the "Principal Risks" section.
* * * * * * * * * * * *
Should you have any questions or comments regarding this letter, please contact Todd Modic at (480) 477- 2190, Dorothy Roman at (480) 477-2669, Jennifer Kasperkowiak at (480) 477-2171, or the undersigned at
(212)309-6566.
Regards,
/s/ Nicholas C.D. Ward Nicholas C.D. Ward Counsel
Voya Investment Management
cc:Huey P. Falgout, Jr., Esq. Voya Investments, LLC
Elizabeth J. Reza, Esq.
Ropes & Gray LLP
Jessica Reece, Esq.
Ropes & Gray LLP
Jeremy Smith, Esq.
Ropes & Gray LLP
APPENDIX A
File #
Registrant Name
Series ID
Series Name
811-05773
Voya Balanced Portfolio Inc.
S000008663
Voya Balanced Portfolio
811-08817
Voya Equity Trust
S000066938
Voya Global Multi-Asset Fund
811-08817
Voya Equity Trust
S000066936
Voya Mid Cap Research Enhanced Index Fund
811-08817
Voya Equity Trust
S000066935
Voya Corporate Leaders® 100 Fund
811-08817
Voya Equity Trust
S000066937
Voya Small Company Fund
811-08817
Voya Equity Trust
S000075515
Voya Small Cap Growth Fund
811-08895
Voya Funds Trust
S000066947
Voya Government Money Market Fund
811-02565
Voya Government Money Market Portfolio
S000008702
Voya Government Money Market Portfolio
811-02361
Voya Intermediate Bond Portfolio
S000008760
Voya Intermediate Bond Portfolio
811-05629
Voya Investors Trust
S000005760
VY® T. Rowe Price Equity Income Portfolio
811-05629
Voya Investors Trust
S000005635
VY® T. Rowe Price International Stock Portfolio
811-05629
Voya Investors Trust
S000005624
VY® JPMorgan Small Cap Core Equity Portfolio
811-05629
Voya Investors Trust
S000005746
VY® Invesco Growth and Income Portfolio
811-05629
Voya Investors Trust
S000005630
Voya Government Liquid Assets Portfolio
811-05629
Voya Investors Trust
S000026281
Voya Retirement Growth Portfolio
811-05629
Voya Investors Trust
S000005629
Voya Limited Maturity Bond Portfolio
811-05629
Voya Investors Trust
S000005623
VY® JPMorgan Emerging Markets Equity Portfolio
811-05629
Voya Investors Trust
S000005794
Voya High Yield Portfolio
811-05629
Voya Investors Trust
S000005745
VY® Morgan Stanley Global Franchise Portfolio
811-05629
Voya Investors Trust
S000026283
Voya Retirement Moderate Portfolio
811-05629
Voya Investors Trust
S000026280
Voya Retirement Conservative Portfolio
811-05629
Voya Investors Trust
S000005647
VY® CBRE Global Real Estate Portfolio
811-05629
Voya Investors Trust
S000005758
Voya U.S. Stock Index Portfolio
811-05629
Voya Investors Trust
S000040623
Voya Global Perspectives® Portfolio
811-05629
Voya Investors Trust
S000010459
Voya Balanced Income Portfolio
811-05629
Voya Investors Trust
S000005759
VY® T. Rowe Price Capital Appreciation Portfolio
811-05629
Voya Investors Trust
S000017158
VY® BlackRock Inflation Protected Bond Portfolio
811-05629
Voya Investors Trust
S000012824
Voya Large Cap Value Portfolio
811-05629
Voya Investors Trust
S000005747
VY® CBRE Real Estate Portfolio
811-05629
Voya Investors Trust
S000005752
Voya Large Cap Growth Portfolio
811-05629
Voya Investors Trust
S000026282
Voya Retirement Moderate Growth Portfolio
811-07428
Voya Mutual Funds
S000034101
Voya Multi-Manager Emerging Markets Equity Fund
811-07428
Voya Mutual Funds
S000031148
Voya Multi-Manager International Factors Fund
811-07428
Voya Mutual Funds
S000008523
Voya Russia Fund
811-07428
Voya Mutual Funds
S000012534
Voya Global Bond Fund
811-07428
Voya Mutual Funds
S000008527
Voya Global High Dividend Low Volatility Fund
811-07428
Voya Mutual Funds
S000040223
Voya Global Perspectives® Fund
811-07428
Voya Mutual Funds
S000008531
Voya Multi-Manager International Small Cap Fund
811-07428
Voya Mutual Funds
S000055623
Voya International High Dividend Low Volatility Fund
811-07428
Voya Mutual Funds
S000030601
Voya Multi-Manager International Equity Fund
811-07428
Voya Mutual Funds
S000066944
Voya Global Diversified Payment Fund
811-08319
Voya Partners Inc.
S000068486
Voya Index Solution 2065 Portfolio