Voya Investment Management

Third Quarter Report

November 30, 2014

Voya Prime Rate Trust

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INVESTMENT MANAGEMENT

voyainvestments.com




Voya Prime Rate Trust

THIRD QUARTER REPORT

November 30, 2014

Table of Contents

Portfolio Managers' Report

   

2

   

Statement of Assets and Liabilities

   

9

   

Statement of Operations

   

10

   

Statements of Changes in Net Assets

   

11

   

Statement of Cash Flows

   

12

   

Financial Highlights

   

13

   

Notes to Financial Statements

   

15

   

Portfolio of Investments

   

24

   
Additional Information    

46

   

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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 the amount of any borrowings for investment purposes, in U.S. dollar denominated floating rate secured senior loans.

PORTFOLIO CHARACTERISTICS

 

Net Assets

 

$

880,318,426

   

Total Assets

 

$

1,302,037,819

   

Assets Invested in Senior Loans

 

$

1,253,810,898

   

Senior Loans Represented

   

371

   

Average Amount Outstanding per Loan

 

$

3,379,544

   

Industries Represented

   

35

   

Average Loan Amount per Industry

 

$

35,823,169

   

Portfolio Turnover Rate (YTD)

   

56

%

 

Weighted Average Days to Interest Rate Reset

   

41

   

Average Loan Final Maturity

    65 months    

Total Leverage as a Percentage of Total Assets

   

29.51

%

 

PERFORMANCE SUMMARY

The Trust declared $0.09 of dividends during the third fiscal quarter and $0.26 during the nine months ended November 30, 2014. Based on the average month-end net asset value ("NAV") per share of $5.97 for the third fiscal quarter and $6.03 the nine-month period, this resulted in an annualized distribution rate(1) of 5.70% for the third fiscal quarter and 5.75% for the nine-month period. The Trust's total return for the third fiscal quarter, based on NAV, was 0.57% versus a total gross return on the S&P/LSTA Leveraged Loan Index (the "Index")(2) of 0.16% for the same quarter. For the nine months ended November 30, 2014, the Trust's total return, based on NAV(3), was 2.67%, versus a total return on the Index of 2.04%. The total market value return(2) for the Trust's Common Shares during the third fiscal quarter was -1.19% and for the nine months ended November 30, 2014 was -4.54%.

MARKET REVIEW

The fiscal quarter was an interesting one for most asset classes, the loan market included. Although the period commenced with secondary market weakness brought on by a larger than usual new issue pipeline, the overall market trended higher throughout October and November. The improvement was attributed to several factors including positive U.S. corporate earnings and improving technical

(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)

conditions, e.g., supply back down to normal levels and new collateralized loan obligations ("CLOs") continuing to offset retail outflows.

While broad investor interest in loans remained in place throughout the period, mutual fund and exchange-traded fund investors continued to show signs of apathy throughout the period. Outflows slowed somewhat toward period-end, potentially affected by more hawkish statements from the U.S. Federal Reserve Board. Institutional investors, primarily CLOs, continued the same strong demand for the asset class they demonstrated for most of the year, further enticed by the opportunity to take advantage of the attractive valuations that had developed over the summer.

Fundamental credit, as measured by trailing and expected default activity, remained strong despite shifting market conditions. There was one default in the index in November. As a result, the trailing twelve-month index default rate, as measured by the principal amount, ended the fiscal quarter at 3.33%. Excluding Energy Futures Holdings ("EFH"), the default rate moved to 0.39%.

Portfolio Specifics: The Trust's NAV return exceeded that of the Index for the three months ended November 30, 2014, attributable primarily to favorable credit selection, specifically the avoidance of some of the larger market underperformers during the period. To the latter point, the Trust benefited by not being exposed to bankrupt issuer EFH, as this was the single largest detractor to the Index's overall return again during the period. The Trust's use of leverage for investment purposes was also beneficial, having remained within our target range during the reporting period.

Portfolio positioning during the period focused on the reduction of lower yielding loans, replaced by those with acceptable risk metrics and wider credit spreads. Secondary market purchases targeted loans from seasoned issuers with attractive pricing due to the uptick in technical volatility during the period. The positive impact was evident in the Trust's weighted average coupon, inclusive of LIBOR floors, which increased to 5.18% as of November 30, versus 5.14% during the last reporting period and 5.15% a year ago.

The Trust's top three industry exposures at the end of the reporting period were healthcare, retailers and electronics. During the period these sector exposures were all accretive to relative value returns. During the period, the Trust held positions in three of the five largest contributors

TOP TEN SENIOR LOAN ISSUERS
AS OF NOVEMBER 30, 2014
AS A PERCENTAGE OF:

  TOTAL
ASSETS
  NET
ASSETS
 

BJs Wholesale Club

   

1.7

%

   

2.5

%

 

Amaya Gaming Group Inc.

   

1.5

%

   

2.3

%

 

Advantage Sales & Marketing, Inc.

   

1.2

%

   

1.8

%

 

Dell International LLC

   

1.1

%

   

1.7

%

 

iHeartCommunications, Inc.

   

1.0

%

   

1.5

%

 

Neiman Marcus Group, Inc

   

1.0

%

   

1.5

%

 
Delta2 Sarl Luxembourg
(Formula One World Championship)
   

1.0

%

   

1.5

%

 

Jacobs Douwe Egberts

   

1.0

%

   

1.4

%

 

Burger King Corporation

   

0.9

%

   

1.4

%

 

Gates Global LLC

   

0.9

%

   

1.4

%

 

TOP TEN INDUSTRIES
AS OF NOVEMBER 30, 2014
AS A PERCENTAGE OF:

  TOTAL
ASSETS
  NET
ASSETS
 

Health Care

   

10.5

%

   

15.5

%

 

Retailers (Except Food & Drug)

   

10.0

%

   

14.8

%

 

Electronics/Electrical

   

9.8

%

   

14.6

%

 

Business Equipment & Services

   

9.3

%

   

13.7

%

 

Telecommunications

   

5.3

%

   

7.8

%

 

Lodging & Casinos

   

4.6

%

   

6.8

%

 

Industrial Equipment

   

4.4

%

   

6.5

%

 

Chemicals & Plastics

   

4.2

%

   

6.3

%

 

Automotive

   

4.1

%

   

6.0

%

 

Diversified Insurance

   

3.7

%

   

5.5

%

 


3



Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

to index performance: Albertson's LLC, Charter Communications Holding Co LLC and Community Health Systems Inc. The Trust did not hold positions in any of the five largest detractors. In our view, the Trust remains relatively well positioned with no exposure to traditional energy exploration and production companies, i.e., the drillers; and only minimal exposure to the other energy sub-sectors.

The Trust continues to be well diversified with 291 individual issuers and 35 different industry sectors represented. The average issuer exposure at period-end stood at 0.34% of assets under management, while the average industry exposure closed the period at 2.86%. Both measures were largely unchanged from the prior reporting period.

Outlook and Current Strategy: We do expect market conditions to remain a little more challenging than they have been in the recent past, at least over the near-term. Nonetheless, there are solid reasons why loans continue to look interesting, even in the face of these challenges. Among those front and center: attractive yields, regardless of any movement upward in short term rates; improved valuations and potential capital gain upside; and widening credit spreads. Not to mention the potential benefit of being a floating rate asset class. For those concerned about taking greater credit risk, historical data clearly proves secured loans clearly carry less risk of loss given default than a typical unsecured high yield bond. And, important when viewed through a lens of expected macro uncertainties, loans, by way of being secured by issuer assets and interest rate neutral, are inherently less volatile than most other high income producing asset classes.

Ratings Distribution
as of November 30, 2014
 

Ba

   

21.82

%

 

B

   

69.28

%

 

Caa and below

   

8.38

%

 

Not rated*

   

0.52

%

 

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. 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)

 

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

 

 

Voya Prime Rate Trust
December 22, 2014


5



Voya Prime Rate Trust

PORTFOLIO MANAGERS' REPORT (continued)

    Average Annual Total Returns for the
Years Ended November 30, 2014
 
   

1 Year

 

3 Years

 

5 Years

 

10 Years

 

Based on Net Asset Value (NAV)

   

4.68

%

   

9.24

%

   

8.41

%

   

4.93

%

 

Based on Market Value

   

-3.00

%

   

8.43

%

   

7.31

%

   

3.74

%

 

S&P/LSTA Leveraged Loan Index

   

3.37

%

   

6.09

%

   

6.45

%

   

5.08

%

 

The table above illustrates the total return of the Trust against the indices indicated. An index 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 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.


6



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) 
 

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

%

 

May 31, 2014

   

3.25

%

   

5.18

%

   

5.46

%

   

5.95

%

   

6.26

%

 

February 28, 2014

   

3.25

%

   

5.97

%

   

6.18

%

   

6.22

%

   

6.44

%

 

(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.


7



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.


8




Voya Prime Rate Trust

STATEMENT OF ASSETS AND LIABILITIES as of November 30, 2014 (Unaudited)

ASSETS:

 

Investments in securities at value (Cost $1,275,923,763)

 

$

1,258,641,882

   

Cash

   

243,562

   

Foreign currencies at value (Cost $44,432)

   

44,352

   

Receivables:

 

Investment securities sold

   

35,038,477

   

Interest

   

7,686,062

   

Other fees

   

337

   

Unrealized appreciation on forward foreign currency contracts

   

155,575

   

Unrealized appreciation on unfunded commitments

   

197,852

   

Prepaid arrangement fees on notes payable

   

25,534

   

Prepaid expenses

   

397

   

Reimbursement due from manager

   

3,789

   

Total assets

   

1,302,037,819

   

LIABILITIES:

 

Notes payable

   

384,200,000

   

Payable for investment securities purchased

   

35,808,717

   

Accrued interest payable

   

126,283

   

Payable for investment management fees

   

830,715

   

Payable for administrative fees

   

259,598

   

Accrued trustee fees

   

7,831

   

Unrealized depreciation on forward foreign currency contracts

   

6,723

   

Other accrued expenses

   

479,526

   

Total liabilities

   

421,719,393

   

NET ASSETS

 

$

880,318,426

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

$

5.96

   

NET ASSETS WERE COMPRISED OF:

 

Paid-in capital

 

$

1,097,464,804

   

Undistributed net investment income

   

144,320

   

Accumulated net realized loss

   

(200,302,861

)

 

Net unrealized depreciation

   

(16,987,837

)

 

NET ASSETS

 

$

880,318,426

   

See Accompanying Notes to Financial Statements
9



Voya Prime Rate Trust

STATEMENT OF OPERATIONS for the Nine Months Ended November 30, 2014 (Unaudited)

INVESTMENT INCOME:

 

Interest

 

$

49,742,833

   

Dividends

   

204,285

   

Amendment fees earned

   

333,017

   

Other fees

   

1,025,288

   

Total investment income

   

51,305,423

   

EXPENSES:

 

Investment management fees

   

7,553,807

   

Administration fees

   

2,360,565

   

Transfer agent fees

   

58,231

   

Interest expense

   

3,099,516

   

Custody and accounting expense

   

447,080

   

Professional fees

   

129,784

   

Shareholder reporting expense

   

218,446

   

Trustees fees

   

22,324

   

Miscellaneous expense

   

161,311

   

Total expenses

   

14,051,064

   

Net waived and reimbursed fees

   

(27,879

)

 

Net expenses

   

14,023,185

   

Net investment income

   

37,282,238

   

REALIZED AND UNREALIZED GAIN (LOSS):

 

Net realized gain (loss) on:

 

Investments

   

(556,891

)

 

Forward foreign currency contracts

   

4,575,800

   

Foreign currency related transactions

   

2,452,354

   

Net realized gain

   

6,471,263

   

Net change in unrealized appreciation (depreciation) on:

 

Investments

   

(24,621,886

)

 

Forward foreign currency contracts

   

1,447,785

   

Foreign currency related transactions

   

(69,914

)

 

Unfunded commitments

   

(20,264

)

 

Net change in unrealized appreciation (depreciation)

   

(23,264,279

)

 

Net realized and unrealized loss

   

(16,793,016

)

 

Increase in net assets resulting from operations

 

$

20,489,222

   

See Accompanying Notes to Financial Statements
10



Voya Prime Rate Trust

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

    Nine Months
Ended
November 30,
2014
  Year
Ended
February 28,
2014
 

FROM OPERATIONS:

 

Net investment income

 

$

37,282,238

   

$

57,726,630

   

Net realized gain

   

6,471,263

     

15,188,940

   

Net change in unrealized appreciation (depreciation)

   

(23,264,279

)

   

(2,921,704

)

 

Increase in net assets resulting from operations

   

20,489,222

     

69,993,866

   

FROM DISTRIBUTIONS TO COMMON SHAREHOLDERS:

 

From net investment income

   

(38,424,799

)

   

(59,356,037

)

 

From return of capital

   

     

(1,626,919

)

 
Decrease in net assets from distributions to
common shareholders
   

(38,424,799

)

   

(60,982,956

)

 

CAPITAL SHARE TRANSACTIONS:

 

Reinvestment of distributions from common shares

   

     

2,115,329

   

Proceeds from shares sold

   

     

80,548

   

Net increase from capital share transactions

   

     

2,195,877

   

Net increase (decrease) in net assets

   

(17,935,577

)

   

11,206,787

   

NET ASSETS:

 

Beginning of year or period

   

898,254,003

     

887,047,216

   
End of year or period (including undistributed net
investment income of $144,320 and $1,286,881
respectively)
 

$

880,318,426

   

$

898,254,003

   

See Accompanying Notes to Financial Statements
11



Voya Prime Rate Trust

STATEMENT OF CASH FLOWS for the Nine Months Ended November 30, 2014 (Unaudited)

INCREASE (DECREASE) IN CASH

 

Cash Flows From Operating Activities:

 

Interest received

 

$

47,204,182

   

Dividends received

   

333,017

   

Facility fees received

   

5,531

   

Arrangement fees paid

   

(9,863

)

 

Other income received

   

1,189,909

   

Interest paid

   

(3,104,359

)

 

Other operating expenses paid

   

(10,798,639

)

 

Purchases of securities

   

(704,623,830

)

 

Proceeds on sale of securities

   

721,523,928

   

Net cash provided by operating activities

   

51,719,876

   

Cash Flows From Financing Activities:

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

(38,424,799

)

 

Net decrease of notes payable

   

(22,800,000

)

 

Net cash flows used in financing activities

   

(61,224,799

)

 

Net decrease

   

(9,504,923

)

 

Cash Impact From Foreign Exchange Fluctuations:

 

Cash impact from foreign exchange fluctuations

   

(29,289

)

 

Cash and foreign currency balance

 

Net decrease in cash and foreign currency

   

(9,534,212

)

 

Cash and foreign currency at beginning of period

   

9,822,126

   

Cash and foreign currency at end of period

 

$

287,914

   
Reconciliation of Net Increase in Net Assets Resulting from
Operations To Net Cash Provided by Operating Activities:
 

Net increase in net assets resulting from operations

 

$

20,489,222

   
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities:
 

Change in unrealized appreciation or depreciation on investments

   

24,621,886

   
Change in unrealized appreciation or depreciation on forward
foreign currency contracts
   

(1,447,785

)

 
Change in unrealized appreciation or depreciation on unfunded
commitments
   

20,264

   
Change in unrealized appreciation or depreciation on foreign
currency related transactions
   

69,914

   

Accretion of discounts on investments

   

(2,662,420

)

 

Amortization of premiums on investments

   

599,530

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

(6,471,263

)

 

Purchases of investment securities

   

(704,623,830

)

 

Proceeds from disposition of investment securities

   

721,523,928

   

Decrease in other assets

   

961

   

Increase in interest and other receivable

   

(475,761

)

 

Increase in prepaid arrangement fees on notes payable

   

(9,863

)

 

Decrease in prepaid expenses

   

5,531

   

Increase in reimbursement due from manager

   

(3,789

)

 

Decrease in accrued interest payable

   

(4,843

)

 

Increase in payable for investment management fees

   

35,510

   

Increase in payable for administrative fees

   

11,097

   

Decrease in accrued trustees fees

   

(536

)

 

Increase in other accrued expenses

   

42,123

   

Total adjustments

   

31,230,654

   

Net cash provided by operating activities

 

$

51,719,876

   

See Accompanying Notes to Financial Statements
12




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

     
 

11-30-14

     

6.08

     

0.25

     

(0.11

)

   

     

     

0.14

     

(0.26

)

   

     

(0.26

)

   

5.96

     

5.35

     

2.67

     

(4.54

)

   

2.10

     

1.64

     

2.10

     

5.57

     

880,318

     

56

   
 

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

   
 

02-28-05

     

7.34

     

0.45

     

0.16

     

(0.05

)

   

     

0.56

     

(0.43

)

   

     

(0.48

)

   

7.47

     

7.56

     

7.70

     

2.04

     

3.18

     

2.29

     

3.17

     

6.04

     

1,082,748

     

93

   

(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
13



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

     
 

11-30-14

     

1.16

     

1.49

     

1.49

     

3.95

     

     

     

3

     

384,200

     

3,291

     

364,628

     

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

   
 

02-28-05

     

1.63

     

2.27

     

2.26

     

4.32

     

450,000

     

25,000

     

53,600

     

496,000

     

4,090

     

414,889

     

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
14




Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (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. All Senior loans and other securities are recorded at their estimated fair value, as described below. U.S. GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Senior loans held by the Trust are normally valued at the mean of the means of one or more bid and ask quotations obtained from dealers in loans by an independent pricing service or other sources determined by the Trust's Board of Trustees (the "Board") to be independent and believed to be reliable. Loans for which reliable market value quotations are not readily available may be valued with reference to another loan or a group of loans for which reliable quotations are readily available and whose characteristics are comparable to the loan being valued. Under this approach, the comparable loan or loans serve as a proxy for changes in value of the loan being valued.

The Trust has engaged independent pricing services to provide market value quotations from dealers in loans and, when such quotations are not readily available, to calculate values under the proxy procedure described above. As of November 30, 2014, 100.0% of total loans were valued based on these procedures. It is expected that most of the loans held by the Trust will continue to be valued with reference to quotations from the independent pricing service or with reference to the proxy procedure described above.

Prices from a pricing service may not be available for all loans and Voya Investments, LLC (the "Investment Adviser" or "Voya Investments"), an Arizona limited liability company, or Voya Investment Management Co. LLC ("Voya IM" or the "Sub-Adviser"), a Delaware limited liability company, may believe that the price for a loan derived from market quotations or the proxy procedure described above is not reliable or accurate. Among other reasons, this may be the result of information about a particular loan or borrower known to the Investment Adviser that the Investment Adviser believes may not be known to the pricing service or reflected in a price quote. In this event, the loan is valued at fair value, as defined by the 1940 Act, as determined in good faith under procedures established by the Board and in accordance with the provisions of the 1940 Act. Under these procedures, fair value is determined by the Investment Adviser and monitored by the Board.

In fair valuing a loan, consideration is given to several factors, which may include, among others, the following: (i) the characteristics of and fundamental analytical data relating to the loan, including the cost, size, current interest rate, period until the next interest rate reset, maturity and base lending rate of the loan, the terms and conditions of the loan and any related agreements, and the position of the loan in the borrower's debt structure; (ii) the nature, adequacy and value of the collateral, including the Trust's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the borrower and the cash flow coverage of outstanding principal and interest, based on an evaluation of its financial condition, financial statements and information about the borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the loan, including price quotations for, and trading in,


15



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

the loan and interests in similar loans; (v) the reputation and financial condition of the agent for the loan and any intermediate participants in the loan; (vi) the borrower's management; and (vii) the general economic and market conditions affecting the fair value of the loan. Securities for which the primary market is a national securities exchange are valued at the official closing price when available or, for certain markets, the last reported sale price on each valuation day. Securities traded in the over-the-counter market and listed securities for which no sale was reported on a valuation date are valued at the mean between the last reported bid and ask price on such exchange. Securities, other than senior loans, for which reliable market value quotations are not readily available, and all other assets, will be valued at their respective fair values as determined in good faith by, and under procedures established by, the Board. Investments in securities of sufficient credit quality, maturing in 60 days or less from the date of acquisition, are valued at amortized cost which approximates fair value. To the extent the Trust invests in other registered investment companies, the Trust's NAV is calculated based on the current NAV of the registered investment company in which the Trust invests. The prospectuses for those investment companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.

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 which are valued at amortized cost, which approximates fair value, 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 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-Adviser, when determining the fair value of the security. In the event that a security or asset cannot be valued pursuant to one of the valuation methods established by the Board, the fair value of the security or asset will be determined in good faith by the Pricing Committee. When the 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 valued in good faith at fair value 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 end of period timing recognition is used for the transfers between Levels of the


16



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 November 30, 2014, 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.

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


17



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

For the period ended November 30, 2014, the Trust had an average quarterly contract amount on forward foreign currency contracts to sell of $68,483,940.

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.

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%.


18



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 November 30, 2014, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term notes, totaled $709,740,496 and $737,869,144, respectively. At November 30, 2014, the Trust held senior loans valued at $1,253,810,898 representing 99.6% 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 November 30, 2014)

     

$

   

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS

The Trust has entered into an investment management agreement ("Management Agreement") with the Investment Adviser to provide advisory and management services. The Management Agreement compensates 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).

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.


19



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS (continued)

The Trust has entered into an administration 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 is compensated with a fee, computed daily and payable monthly, at an annual rate of 0.25% of the Trust's Managed Assets.

NOTE 5 — EXPENSE LIMITATION AGREEMENT

The Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage commissions, leverage expenses, other investment-related costs, 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 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, 2015 and shall renew automatically for one-year terms. Termination or modification of this obligation requires approval by the Board.

As of November 30, 2014, the amount of reimbursed fees that are subject to recoupment by the Investment Adviser, and the related expiration dates are as follows:

November 30,      
2015  

2016

 

2017

 

Total

 
$

   

$

   

$

27,879

   

$

27,879

   

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 November 30, 2014, was $384 million. Weighted average interest rate on outstanding borrowings during the year was 1.05%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 29.51% of total assets at November 30, 2014. Average borrowings for the period ended November 30, 2014 were $364,627,636 and the average annualized interest rate was 1.13% excluding other fees related to the unused portion of the facility, and other fees.


20



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 7 — COMMITMENTS (continued)

As of November 30, 2014, the Trust had unfunded loan commitments pursuant to the terms of the following loan agreements:

Longview Power, LLC, DIP Facility

 

$

272,899

   

The net unrealized appreciation on these commitments of $197,852 as of November 30, 2014 is reported as such on the Statement of Assets and Liabilities.

NOTE 8 — RIGHTS AND OTHER OFFERINGS

As of November 30, 2014, 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 November 30, 2014 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, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of November 30, 2014, the Trust held no subordinated loans or unsecured loans.

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

    Nine Months
Ended
November 30,
2014
  Year Ended
February 28,
2014
 

Number of Shares

 

Reinvestment of distributions from common shares

   

     

347,830

   

Proceeds from shares sold

   

     

12,944

   

Net increase in shares outstanding

   

     

360,774

   

Dollar Amount ($)

 

Reinvestment of distributions from common shares

 

$

   

$

2,115,329

   

Proceeds from shares sold

   

     

80,548

   

Net increase

 

$

   

$

2,195,877

   

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


21



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 11 — FEDERAL INCOME TAXES (continued)

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:

 

Nine Months Ended November 30, 2014

 

Year Ended February 28, 2014

 
   

Ordinary Income

 

Ordinary Income

 

Return of Capital

 
       

$

38,424,799

   

$

59,356,037

   

$

1,626,919

   

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, 2014 are detailed below. The Regulated Investment Company Modernization Act of 2010 (the "Act") provides an unlimited carryforward period for newly generated capital losses. Under the Act, there may be a greater likelihood that all or a portion of the 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.

Unrealized
Appreciation/
  Capital Loss Carryforwards  
(Depreciation)  

Amount

 

Character

 

Expiration

 
$

7,469,760

   

$

(41,585,301

)

 

Short-term

   

2017

   
       

(125,812,939

)

 

Short-term

   

2018

   
       

(24,760,715

)

 

Short-term

   

2019

   
       

(14,509,554

)

 

Long-term

   

None

   
     

$

(206,668,509

)

                 

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.

As of November 30, 2014, 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

In October 2009, ING Groep N.V. ("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 is 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%.


22



Voya Prime Rate Trust

NOTES TO FINANCIAL STATEMENTS as of November 30, 2014 (Unaudited) (continued)

NOTE 12 — RESTRUCTURING PLAN (continued)

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 affiliated sub-advisory agreements. At that meeting, the Investment Adviser represented that the 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 these new agreements with the Investment Adviser and affiliated sub-adviser.

NOTE 13 — SUBSEQUENT EVENTS

Subsequent to November 30, 2014, the Trust paid the following dividends from net investment income:

Per Share Amount  

Declaration Date

 

Record Date

 

Payable Date

 
$

0.029

   

11/28/14

 

12/10/14

 

12/22/14

 
$

0.029

   

12/19/14

 

12/31/14

 

1/13/15

 

Effective December 31, 2014, Mr. Earley retired as Trustee of the Board.

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 NOVEMBER 30, 2014 (UNAUDITED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 

SENIOR LOANS*: 142.4%

     
       

Aerospace & Defense: 0.6%

 
 

3,386,514

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

$

3,360,411

     

0.4

   
 

1,650,000

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

1,650,000

     

0.2

   
                 

5,010,411

     

0.6

   
       

Automotive: 6.0%

 
 

2,000,000

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

1,990,000

     

0.2

   
 

2,344,125

            Cooper-Standard
Automotive Inc.,
Term Loan B,
4.000%,
04/01/21
   

2,332,770

     

0.3

   
 

6,184,500

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

6,177,876

     

0.7

   
 

3,979,112

            Fram Group
Holdings Inc.,
First Lien
Term Loan,
6.500%,
07/31/17
   

3,996,520

     

0.5

   
 

1,758,589

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

1,745,400

     

0.2

   
 

12,000,000

            Gates Global LLC,
First Lien
Secured Term
Loan, 4.250%,
06/30/21
   

11,899,284

     

1.3

   
 

3,800,000

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

3,804,750

     

0.4

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

7,500,000

     

(1

)

  Metaldyne
Performance
Group, Term
Loan B,
4.500%,
10/08/21
 

$

7,539,847

     

0.9

   
 

268,354

            Service King,
Delayed Draw
TL, 4.750%,
08/18/21
   

269,361

     

0.0

   
 

2,381,646

            Service King,
Term Loan B,
4.750%,
08/18/21
   

2,390,577

     

0.3

   
 

6,199,151

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

6,183,653

     

0.7

   
 

4,589,728

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

4,593,551

     

0.5

   
                 

52,923,589

     

6.0

   
       

Beverage & Tobacco: 2.3%

 

EUR

3,075,000

            Iglo Foods,
Term loan B1
(EUR), 4.260%,
06/30/20
   

3,759,881

     

0.4

   

GBP

2,675,000

            Iglo Foods,
Term loan B2
(GBP), 5.250%,
06/30/20
   

4,063,445

     

0.5

   

EUR

10,000,000

            Jacobs Douwe
Egberts, TL
B-1 EUR,
3.500%,
06/30/21
   

12,395,643

     

1.4

   
                 

20,218,969

     

2.3

   
       

Building & Development: 1.6%

 
 

7,180,500

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

7,198,451

     

0.8

   
 

1,782,045

            Minimax Viking
GmbH, Facility
B1 Loan,
4.250%,
08/30/20
   

1,772,021

     

0.2

   

See Accompanying Notes to Financial Statements
24



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Building & Development (continued)

 
 

4,236,969

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

$

4,188,422

     

0.5

   
 

545,000

            Quikrete
Holdings,
Second Lien
Term Loan,
7.000%,
03/23/21
   

550,450

     

0.1

   
                 

13,709,344

     

1.6

   
       

Business Equipment & Services: 13.7%

 
 

6,400,000

            Acosta, Inc.,
Term Loan B,
5.000%,
09/26/21
   

6,439,002

     

0.7

   
 

395,968

            Advantage
Sales &
Marketing, Inc.,
Delayed Draw
Term Loan,
4.250%,
07/21/21
   

393,740

     

0.0

   
 

11,879,032

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

11,812,213

     

1.3

   
 

3,900,000

            Advantage
Sales &
Marketing, Inc.,
Second Lien
Term Loan,
7.500%,
07/21/22
   

3,888,160

     

0.4

   
 

2,000,000

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

2,040,626

     

0.2

   
 

3,888,248

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

3,868,807

     

0.4

   
 

1,980,000

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

1,972,575

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,300,000

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

$

1,306,500

     

0.2

   
 

2,209,463

            Catalina
Marketing
Corporation,
First Lien
Term Loan,
4.500%,
04/01/21
   

2,158,828

     

0.3

   
 

2,700,000

            Catalina
Marketing
Corporation,
Second Lien
Term Loan,
7.750%,
04/01/22
   

2,568,375

     

0.3

   
 

2,600,000

     

(1

)

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

2,580,500

     

0.3

   
 

6,489,716

            Coinmach
Service Corp.,
Upsized Term
Loan, 4.250%,
11/15/19
   

6,455,645

     

0.7

   
 

225,223

            CPA Global
Financing,
First Lien
Term Loan
USD, 4.500%,
11/30/20
   

225,358

     

0.0

   
 

3,297,248

            First American
Payment
Systems,
First Lien
Term Loan,
5.750%,
09/30/18
   

3,293,126

     

0.4

   
 

1,631,261

            First American
Payment
Systems,
Second Lien,
10.750%,
03/30/19
   

1,623,105

     

0.2

   
 

4,353,578

            GCA Services,
Replacement
Term Loan,
4.330%,
11/01/19
   

4,331,810

     

0.5

   
 

6,487,500

            Interactive Data
Corporation,
Term Loan B,
4.500%,
05/01/21
   

6,526,023

     

0.7

   

See Accompanying Notes to Financial Statements
25



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
        Business Equipment &
Services (continued)
 

EUR

3,391,500

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

$

4,225,781

     

0.5

   
 

520,817

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

518,864

     

0.1

   
 

1,000,000

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

985,000

     

0.1

   
 

5,809,524

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

5,533,571

     

0.6

   
 

2,500,000

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

2,306,250

     

0.3

   
 

2,985,000

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

3,026,044

     

0.3

   
 

2,967,563

            Learning Care
Group, Term
Loan, 5.500%,
05/01/21
   

2,978,691

     

0.3

   
 

3,870,968

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

3,880,645

     

0.4

   
 

2,000,000

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

2,015,000

     

0.2

   
 

2,118,436

            Miller Heiman,
Inc., Term
Loan B,
6.750%,
09/30/19
   

2,071,655

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,600,000

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

$

2,583,750

     

0.3

   
 

2,765,000

            RentPath, Inc.,
Term Loan B,
6.250%,
05/29/20
   

2,764,137

     

0.3

   
 

2,256,250

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

2,244,969

     

0.3

   
 

3,030,000

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

3,041,362

     

0.4

   

GBP

1,710,000

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

2,679,738

     

0.3

   
 

780,000

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

781,755

     

0.1

   

EUR

497,500

            Sophos, Term
Loan B EUR,
5.250%,
01/30/21
   

621,967

     

0.1

   
 

597,000

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

598,990

     

0.1

   
 

5,045,000

     

(1

)

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

4,915,722

     

0.6

   
 

2,300,000

     

(1

)

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

2,222,375

     

0.3

   
 

4,381,460

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

4,396,467

     

0.5

   
 

585,353

     

(1

)

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

588,280

     

0.1

   

See Accompanying Notes to Financial Statements
26



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
        Business Equipment &
Services (continued)
 
 

2,514,647

     

(1

)

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

$

2,527,220

     

0.3

   
 

1,483,028

     

(1

)

  Wash
Multi-Family
Services, USD
Term Loan,
4.500%,
02/21/19
   

1,467,271

     

0.2

   
                 

120,459,897

     

13.7

   
       

Cable & Satellite Television: 3.6%

 
 

6,250,000

            Charter
Communications
Operating, LLC,
TLG, 4.250%,
09/12/21
   

6,302,244

     

0.7

   
 

3,280,613

     

(1

)

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

3,273,779

     

0.4

   
 

250,000

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

249,375

     

0.0

   
 

4,478,827

            RCN Cable,
Term Loan B,
4.500%,
02/25/20
   

4,490,024

     

0.5

   

GBP

4,750,000

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

7,404,162

     

0.8

   
 

10,181,377

            Wideopenwest
Finance, LLC,
Term Loan B,
4.750%,
04/01/19
   

10,180,318

     

1.2

   
                 

31,899,902

     

3.6

   
       

Chemicals & Plastics: 6.3%

 
 

2,540,800

            Armacell, First
Lien Term
Loan, 5.500%,
06/30/20
   

2,553,504

     

0.3

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

5,554,680

            Arysta
LifeScience
Corporation,
First Lien
Term Loan,
4.500%,
05/29/20
 

$

5,550,309

     

0.6

   
 

1,867,192

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

1,869,526

     

0.2

   
 

1,200,000

     

(1

)

  Eco Services,
Term Loan,
10/08/21
   

1,203,000

     

0.1

   
 

2,250,000

            Emerald
Performance
Materials LLC,
First Lien
Term Loan,
4.500%,
08/15/21
   

2,239,218

     

0.3

   
 

1,000,000

            Emerald
Performance
Materials LLC,
Second Lien
Term Loan,
7.750%,
08/15/22
   

987,917

     

0.1

   
 

995,000

            Ennis Flint
(a.k.a Road
Infrastructure
Investment
LLC), First
Lien Term
Facility,
4.250%,
04/01/21
   

963,596

     

0.1

   
 

2,000,000

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

1,920,000

     

0.2

   
 

3,904,535

     

(1

)

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

3,894,774

     

0.5

   
 

645,465

     

(1

)

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

643,851

     

0.1

   
 

3,790,509

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

3,802,354

     

0.4

   

See Accompanying Notes to Financial Statements
27



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Chemicals & Plastics (continued)

 
 

650,000

            Houghton
International,
Inc., Second
Lien Term
Loan, 9.500%,
12/20/20
 

$

656,500

     

0.1

   
 

1,974,825

            Houghton
International,
Inc., USD
Second Lien
Term Loan,
4.000%,
12/20/19
   

1,967,419

     

0.2

   
 

895,500

            Kronos
Worldwide,
Inc., Term
Loan B Facility,
4.750%,
02/21/20
   

898,634

     

0.1

   
 

1,598,981

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

1,596,983

     

0.2

   
 

829,630

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

828,593

     

0.1

   

EUR

936,318

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

1,167,176

     

0.1

   
 

1,200,000

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

1,204,500

     

0.2

   
 

2,321,550

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

2,283,825

     

0.3

   
 

776,136

            Royal
Adhesives &
Sealants,
First Lien
Term Facility,
5.500%,
08/01/18
   

780,017

     

0.1

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

3,700,000

     

(1

)

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

$

3,652,207

     

0.4

   

EUR

400,000

     

(1

)

  Styrolution
Group GmbH,
TL B-1 Euro,
10/15/19
   

498,002

     

0.1

   
 

1,000,000

     

(1

)

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

1,001,875

     

0.1

   

EUR

800,000

     

(1

)

  Styrolution
Group GmbH,
TL B-2 Euro,
10/15/19
   

996,004

     

0.1

   
 

2,000,000

     

(1

)

  Styrolution
Group GmbH,
TL B-2 USD,
11/07/19
   

2,003,750

     

0.2

   
 

6,980,524

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

6,957,076

     

0.8

   
 

2,886,107

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

2,880,695

     

0.3

   
                 

55,001,305

     

6.3

   
       

Clothing/Textiles: 0.5%

 
 

3,157,265

            Herff Jones,
Inc., First Lien
Term Loan,
5.500%,
06/25/19
   

3,154,635

     

0.3

   
 

1,527,316

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

1,530,180

     

0.2

   
                 

4,684,815

     

0.5

   
       

Conglomerates: 1.6%

 
 

3,000,000

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

2,996,250

     

0.3

   

See Accompanying Notes to Financial Statements
28



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Conglomerates (continued)

 
 

600,000

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

$

588,000

     

0.1

   
 

2,700,000

            ServiceMaster
Company,
Term Loan,
4.250%,
06/30/21
   

2,689,200

     

0.3

   
 

2,564,100

            Waterpik, First
Lien, 5.750%,
07/01/20
   

2,554,485

     

0.3

   
 

5,043,913

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

5,061,254

     

0.6

   
                 

13,889,189

     

1.6

   
       

Containers & Glass Products: 1.8%

 
 

3,500,000

            Berlin Packaging,
LLC, First Lien
Term Loan,
4.500%,
09/24/21
   

3,497,084

     

0.4

   
 

630,000

            Berlin Packaging,
LLC, Second
Lien Term
Facility,
7.750%,
09/24/22
   

630,630

     

0.0

   
 

2,403,263

            EveryWare, Inc.,
Term Loan,
7.750%,
05/21/20
   

1,586,154

     

0.2

   
 

3,472,569

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

3,446,525

     

0.4

   
 

4,189,500

            Otter Products,
TLB, 5.750%,
06/03/20
   

4,155,460

     

0.5

   
 

1,682,576

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

1,680,473

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,224,787

            WNA Holdings
Inc (a.k.a
Waddington
Group), USD
Upsized Term
Loan (US
Borrower),
4.500%,
05/23/20
 

$

1,223,256

     

0.1

   
                 

16,219,582

     

1.8

   
       

Diversified Insurance: 5.5%

 
 

6,120,294

            AmWINS Group,
Inc., Term
Loan B,
5.000%,
09/06/19
   

6,141,336

     

0.7

   
 

2,878,250

            Applied
Systems Inc.,
First Lien
Term Loan,
4.250%,
01/15/21
   

2,867,097

     

0.3

   
 

1,950,000

     

(1

)

  Applied
Systems Inc.,
Second Lien
Term Loan,
7.500%,
01/15/22
   

1,957,312

     

0.2

   
 

3,209,375

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

2,992,742

     

0.3

   
 

1,400,000

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

1,235,500

     

0.2

   
 

11,885,275

            Hub
International
Limited, Term
Loan B,
4.250%,
10/02/20
   

11,781,279

     

1.3

   
 

5,058,310

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

5,035,128

     

0.6

   
 

6,368,000

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

6,245,282

     

0.7

   

See Accompanying Notes to Financial Statements
29



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Diversified Insurance (continued)

 
 

4,900,000

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

$

4,797,409

     

0.6

   
 

5,060,261

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

5,009,659

     

0.6

   
                 

48,062,744

     

5.5

   
       

Drugs: 0.6%

 
 

5,200,000

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

5,226,000

     

0.6

   
       

Ecological Services & Equipment: 1.2%

 
 

5,250,000

            4L Holdings Inc.,
Term loan B,
5.500%,
05/08/20
   

5,236,875

     

0.6

   
 

5,797,156

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

5,701,144

     

0.6

   
                 

10,938,019

     

1.2

   
       

Electronics/Electrical: 14.6%

 
 

2,927,881

            Active Network,
Inc., First Lien
Term Loan,
5.500%,
11/18/20
   

2,917,510

     

0.3

   
 

2,686,500

            Aptean Holdings,
Inc., First Lien
Term Loan,
5.250%,
02/26/20
   

2,639,486

     

0.3

   
 

700,000

            Aptean Holdings,
Inc., Second
Lien Term
Loan, 8.500%,
02/26/21
   

675,500

     

0.1

   
 

1,842,105

            Aspect Software,
Inc., Term
Loan, 7.250%,
05/09/16
   

1,835,197

     

0.2

   
 

2,329,776

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

2,336,571

     

0.3

   
 

7,862,226

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

7,872,054

     

0.9

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

3,792,010

            Blue Coat
Systems, Inc.,
First Lien
Term Loan,
4.000%,
05/31/19
 

$

3,742,239

     

0.4

   
 

3,100,000

            Blue Coat
Systems, Inc.,
Second Lien
Term Loan,
9.500%,
06/28/20
   

3,111,625

     

0.4

   

EUR

3,712,500

            Dell
International
LLC, Euro
Term Loans,
4.750%,
04/30/20
   

4,655,713

     

0.5

   
 

9,875,475

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

9,902,968

     

1.1

   
 

1,995,000

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

2,004,143

     

0.2

   
 

1,422,853

            Epicor Software
Corporation,
Term Loan B-2,
4.000%,
05/16/18
   

1,420,362

     

0.2

   
 

3,618,450

            Epiq Systems,
Inc., Term
Loan, 4.250%,
08/27/20
   

3,600,358

     

0.4

   
 

980,625

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

968,367

     

0.1

   
 

987,538

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

977,045

     

0.1

   
 

1,950,000

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

1,960,969

     

0.2

   
 

8,361,508

            Freescale
Semiconductor,
Inc., Tranche
B-4 Term Loan,
4.250%,
03/01/20
   

8,303,279

     

1.0

   

See Accompanying Notes to Financial Statements
30



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Electronics/Electrical (continued)

 
 

2,227,500

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

$

2,236,316

     

0.3

   
 

8,169,721

            Go Daddy
Operating
Company, LLC,
Term Loan,
4.750%,
05/13/21
   

8,155,866

     

0.9

   

EUR

2,462,500

            Greeneden U.S.
Holdings II,
LLC, Euro
Term Loan,
4.750%,
02/08/20
   

3,075,392

     

0.4

   
 

2,844,469

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

2,852,024

     

0.3

   
 

1,868,883

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

1,847,858

     

0.2

   
 

10,123,159

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

10,153,529

     

1.2

   
 

3,840,375

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

3,840,375

     

0.4

   

EUR

595,500

            Oberthur
Technologies,
Tranche B-1
Term Loans,
4.750%,
10/15/19
   

732,376

     

0.1

   
 

2,693,393

            Oberthur
Technologies,
Tranche B-2
Term Loans,
4.500%,
10/15/19
   

2,658,043

     

0.3

   
 

2,014,775

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

2,013,097

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

575,000

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

$

571,166

     

0.1

   
 

4,787,618

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

4,790,610

     

0.6

   
 

8,281,558

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

7,792,946

     

0.9

   
 

2,374,194

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

2,068,516

     

0.2

   
 

2,992,500

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

2,968,452

     

0.3

   
 

1,000,000

     

(1

)

  TIBCO Software,
Inc., First Lien
Term Loan,
12/05/20
   

982,917

     

0.1

   
 

1,105,263

            Websense, Inc.,
Second Lien
Term Loan,
8.250%,
12/24/20
   

1,096,974

     

0.1

   
 

2,272,334

            Websense, Inc.,
Term Loan B,
4.500%,
06/25/20
   

2,259,553

     

0.3

   
 

9,000,000

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

9,087,750

     

1.0

   
                 

128,107,146

     

14.6

   
       

Equity REITs and REOCs: 0.2%

 
 

2,150,000

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

2,166,125

     

0.2

   
 

2,726

            Capital
Automotive
L.P., Term
Loan, 4.000%,
04/10/19
   

2,726

     

0.0

   
                 

2,168,851

     

0.2

   

See Accompanying Notes to Financial Statements
31



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Financial Intermediaries: 2.1%

 
 

1,732,468

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

$

1,729,220

     

0.2

   
 

3,426,722

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

3,425,865

     

0.4

   
 

1,255,875

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

1,155,405

     

0.1

   
 

4,374,500

     

(1

)

  Santander Asset
Management,
Term Loan B-1
USD, 4.250%,
11/30/20
   

4,407,308

     

0.5

   

EUR

992,500

            Santander Asset
Management,
Term Loan B-2
EURO,
4.500%,
11/30/20
   

1,237,596

     

0.1

   
 

5,273,500

            Trans Union
LLC, Term
Loan B,
4.000%,
03/21/21
   

5,236,148

     

0.6

   
 

1,468,900

            Walker & Dunlop,
Term Loan,
5.250%,
12/15/20
   

1,468,900

     

0.2

   
                 

18,660,442

     

2.1

   
       

Food Products: 3.6%

 
 

6,396,174

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

6,406,568

     

0.7

   
 

4,500,000

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

4,466,250

     

0.5

   
 

2,040,904

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

2,035,802

     

0.2

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 

EUR

363,896

            Atrium
Innovations,
Inc., EUR First
Lien Term
Loan, 4.500%,
02/04/21
 

$

448,386

     

0.0

   
 

497,500

            Atrium
Innovations,
Inc., USD First
Lien Term
Loan, 4.250%,
02/04/21
   

485,684

     

0.1

   
 

5,523,994

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

5,448,039

     

0.6

   
 

3,081,725

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

2,868,571

     

0.3

   
 

3,700,000

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

3,228,250

     

0.4

   
 

6,002,231

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

5,792,153

     

0.7

   
 

985,000

            Reddy Ice
Corporation,
First Lien
Term Loan,
6.750%,
05/01/19
   

926,196

     

0.1

   
                 

32,105,899

     

3.6

   
       

Food Service: 2.7%

 
 

12,200,000

            Burger King
Corporation,
TL B, 4.500%,
10/27/21
   

12,246,799

     

1.4

   
 

7,810,750

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

7,699,689

     

0.9

   
 

4,071,988

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

3,972,733

     

0.4

   
                 

23,919,221

     

2.7

   

See Accompanying Notes to Financial Statements
32



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Food/Drug Retailers: 2.5%

 
 

2,100,000

            Albertsons LLC,
Term Loan B3,
4.000%,
08/11/19
 

$

2,100,876

     

0.2

   
 

4,900,000

            Albertsons LLC,
Term Loan B4,
4.500%,
08/11/21
   

4,921,820

     

0.6

   
 

2,565,903

            Del Taco, Term
Loan, 5.540%,
10/01/18
   

2,553,073

     

0.3

   
 

3,000,000

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

2,997,501

     

0.3

   
 

1,025,000

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

1,026,281

     

0.1

   
 

1,940,250

            Roundys
Supermarkets,
Inc., Term
Loan B,
5.750%,
02/20/21
   

1,820,804

     

0.2

   
 

4,996,114

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

4,981,840

     

0.6

   
 

1,667,932

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

1,674,187

     

0.2

   
                 

22,076,382

     

2.5

   
       

Forest Products: 0.1%

 
 

738,753

            Xerium
Technologies,
Inc., Term
Loan B,
6.250%,
05/01/19
   

739,215

     

0.1

   
       

Health Care: 15.5%

 
 

3,422,750

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

3,392,267

     

0.4

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,870,313

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

$

1,877,326

     

0.2

   
 

1,252,688

            ATI Physical
Therapy,
Term Loan B,
5.000%,
12/20/19
   

1,255,036

     

0.1

   
 

3,000,000

            Biomet Inc., B-2,
3.660%,
07/25/17
   

3,000,468

     

0.3

   
 

2,594,000

     

(1

)

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

2,603,728

     

0.3

   
 

8,729,223

            Catalent Pharma
Solutions, Inc.,
USD Term
Loan, 4.250%,
05/08/21
   

8,745,590

     

1.0

   
 

3,048,540

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

3,045,205

     

0.3

   
 

1,717,989

            CHG Medical
Staffing, Inc.,
Upsized
Second Lien
Term Loan,
9.000%,
11/19/20
   

1,739,464

     

0.2

   
 

5,679,750

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

5,700,163

     

0.7

   
 

6,371,500

            Connolly/iHealth
Technologies,
First Lien,
5.000%,
05/12/21
   

6,411,322

     

0.7

   
 

2,000,000

            Connolly/iHealth
Technologies,
Second Lien,
8.000%,
05/12/22
   

2,012,500

     

0.2

   
 

3,738,243

            DJO Finance
LLC, First Lien
Term Loan,
4.250%,
09/05/17
   

3,738,711

     

0.4

   

See Accompanying Notes to Financial Statements
33



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Health Care (continued)

 
 

4,214,981

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

$

4,225,519

     

0.5

   
 

1,407,188

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

1,408,946

     

0.2

   
 

2,825,000

            Healogics, Inc.,
First Lien
Term Loan,
5.250%,
06/30/21
   

2,811,723

     

0.3

   
 

2,500,000

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

2,384,375

     

0.3

   
 

6,139,372

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

6,158,557

     

0.7

   
 

4,900,672

     

(1

)

  Ikaria Acquisition
Inc., First Lien
Term Loan,
5.000%,
02/05/21
   

4,927,013

     

0.6

   
 

1,350,000

            Ikaria Acquisition
Inc., Second
Lien Term
Loan, 8.750%,
02/05/22
   

1,366,875

     

0.2

   
 

4,851,278

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

4,872,502

     

0.6

   
 

5,725,314

            Kinetic Concepts,
Inc., E-1,
4.000%,
05/04/18
   

5,707,869

     

0.7

   
 

2,143,868

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

2,136,722

     

0.2

   
 

5,367,188

            MedSolutions
Holdings, Inc.,
Term Loan B,
7.500%,
07/08/19
   

5,333,643

     

0.6

   
 

8,478,750

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

8,510,444

     

1.0

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,292,029

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

$

2,260,037

     

0.3

   
 

2,625,000

     

(1

)

  NVA Holdings,
Inc., First Lien
Term Loan,
4.750%,
08/15/21
   

2,628,281

     

0.3

   
 

2,944,328

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

2,952,425

     

0.3

   
 

2,942,245

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

2,930,294

     

0.3

   
 

5,000,160

            Par
Pharmaceutical
Companies,
B-2, 4.000%,
09/28/19
   

4,930,368

     

0.6

   
 

4,254,983

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

4,250,549

     

0.5

   
 

2,992,500

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

2,983,148

     

0.3

   
 

750,000

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

746,719

     

0.1

   
 

2,060,629

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

2,058,054

     

0.2

   
 

2,749,445

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

2,746,008

     

0.3

   
 

2,556,693

            Sterigenics
International
LLC, Term
Loan, 4.500%,
08/05/21
   

2,555,626

     

0.3

   

See Accompanying Notes to Financial Statements
34



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Health Care (continued)

 
 

3,863,095

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

$

3,868,728

     

0.4

   
 

1,833,713

            Surgical Care
Affiliates LLC,
Class C Term
Loan, 4.000%,
06/29/18
   

1,816,522

     

0.2

   
 

541,750

            Truven Health,
Inc., Term
Loan B,
4.500%,
05/23/19
   

532,947

     

0.1

   
 

5,589,998

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

5,603,973

     

0.6

   
                 

136,229,647

     

15.5

   
       

Home Furnishings: 1.7%

 
 

8,481,556

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

8,480,037

     

1.0

   
 

3,366,563

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

3,374,979

     

0.4

   
 

1,327,571

            Hunter Fan
Company,
First Lien
Term Loan,
6.550%,
12/31/17
   

1,328,401

     

0.1

   
 

1,974,874

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

1,973,640

     

0.2

   
                 

15,157,057

     

1.7

   
       

Industrial Equipment: 6.5%

 
 

5,467,799

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

5,357,305

     

0.6

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

4,395,552

     

(1

)

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

$

4,388,225

     

0.5

   
 

1,326,510

            Ameriforge
Group Inc.,
Upsized First
Lien Term
Loan, 5.000%,
12/19/19
   

1,312,416

     

0.2

   
 

3,521,687

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

3,454,187

     

0.4

   
 

1,050,872

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

1,050,215

     

0.1

   
 

104,249

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

104,183

     

0.0

   
 

314,129

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

313,933

     

0.0

   
 

4,550,939

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

4,523,920

     

0.5

   
 

684,825

            Filtration Group
Corporation,
First Lien
Term Loan,
4.500%,
11/30/20
   

684,539

     

0.1

   

EUR

2,140,884

            Gardner Denver,
Inc., Term
Loan B Euro,
4.750%,
07/30/20
   

2,673,423

     

0.3

   
 

7,197,500

     

(1

)

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

7,032,555

     

0.8

   
 

6,712,200

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

6,164,035

     

0.7

   

See Accompanying Notes to Financial Statements
35



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Industrial Equipment (continued)

 
 

2,662,727

            International
Equipment
Solutions, LLC,
Term Loan,
6.750%,
08/31/19
 

$

2,669,384

     

0.3

   
 

7,165,119

            Rexnord
Corporation/
RBS Global,
Inc., First Lien
Term Loan,
4.000%,
08/30/20
   

7,129,293

     

0.8

   
 

2,400,000

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

2,343,000

     

0.3

   
 

408,701

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

401,549

     

0.1

   
 

4,222,222

            Signode
Industrial
Group, US
Dollar Tranche
Term Loan,
3.890%,
05/01/21
   

4,176,044

     

0.5

   
 

895,500

            SunSource,
First Lien
Term Loan,
4.750%,
02/15/21
   

894,007

     

0.1

   
 

1,094,500

            VAT Holding,
Term Loan B,
4.750%,
02/28/21
   

1,093,816

     

0.1

   
 

913,100

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

909,676

     

0.1

   
 

325,000

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

321,344

     

0.0

   
                 

56,997,049

     

6.5

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Leisure Goods/Activities/Movies: 5.4%

 
 

7,481,250

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

$

7,467,223

     

0.9

   
 

9,865,898

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

9,802,697

     

1.1

   
 

3,000,000

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

2,988,750

     

0.3

   
 

2,955,003

            Equinox
Holdings, Inc.,
First Lien
Term Loan,
4.500%,
02/01/20
   

2,949,462

     

0.3

   
 

6,480,802

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

6,452,448

     

0.7

   
 

7,581,000

            Fitness
International,
LLC., Term
Loan B,
5.500%,
06/20/20
   

7,505,190

     

0.9

   
 

1,035,714

            NEP/NCP
Holdco, Inc.,
Second Lien,
9.500%,
07/23/20
   

1,037,009

     

0.1

   
 

5,371,554

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

5,313,364

     

0.6

   
 

2,950,000

            TWCC Holding
Corporation,
Second Lien
Term Loan,
7.000%,
06/26/20
   

2,895,918

     

0.3

   

See Accompanying Notes to Financial Statements
36



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

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

1,480,688

            Wilton Brands,
Inc., Term
Loan, 7.500%,
08/31/18
 

$

1,399,250

     

0.2

   
                 

47,811,311

     

5.4

   
       

Lodging & Casinos: 6.8%

 

EUR

1,500,000

            Amaya Gaming
Group Inc.,
First Lien Euro
TL, 5.250%,
07/31/21
   

1,866,535

     

0.2

   
 

11,990,049

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

11,998,790

     

1.4

   
 

6,000,000

            Amaya Gaming
Group Inc.,
Second Lien
Term Loan,
8.000%,
07/31/22
   

6,110,628

     

0.7

   
 

1,323,250

            American
Casino and
Entertainment
Properties
LLC, First Lien
Term Loan,
4.500%,
07/02/19
   

1,329,866

     

0.1

   
 

1,837,230

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

1,823,451

     

0.2

   
 

500,000

            Centaur
Acquisition,
LLC, Second
Lien Term
Loan, 8.750%,
02/21/20
   

506,250

     

0.1

   
 

7,046,324

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

7,048,966

     

0.8

   
 

535,170

     

^,(2),(3)

    Fontainebleau
Las Vegas,
LLC, Delayed
Draw Term
Loan, 06/06/15
   

153,861

     

0.0

   
 

1,070,339

     

^,(2),(3)

    Fontainebleau
Las Vegas,
LLC, Term
Loan, 06/06/15
   

307,723

     

0.0

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,525,969

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

$

1,542,182

     

0.2

   
 

3,560,594

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

3,598,425

     

0.4

   
 

800,000

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

808,000

     

0.1

   
 

2,735,036

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

2,727,856

     

0.3

   
 

2,947,394

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

2,973,184

     

0.3

   
 

6,927,754

            Scientific
Games
International,
Inc., Term
Loan B,
6.000%,
09/30/20
   

6,834,354

     

0.8

   
 

6,915,176

            Station Casinos
LLC, Term
Loan, 4.250%,
02/28/20
   

6,874,840

     

0.8

   
 

3,491,250

            Twin River
Management
Group, Inc.,
Term Loan B,
5.250%,
06/30/20
   

3,505,798

     

0.4

   
                 

60,010,709

     

6.8

   
       

Mortgage REITs: 0.6%

 
 

2,600,000

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

2,600,000

     

0.3

   
 

3,000,000

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

2,985,000

     

0.3

   
                 

5,585,000

     

0.6

   

See Accompanying Notes to Financial Statements
37



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Nonferrous Metals/Minerals: 0.8%

 
 

6,249,902

            Fairmount
Minerals, Ltd.,
Tranche B-2
Term Loans,
4.500%,
09/01/19
 

$

6,245,346

     

0.7

   
 

496,250

            TMS
International,
Term B Loan,
4.500%,
11/01/20
   

495,423

     

0.1

   
                 

6,740,769

     

0.8

   
       

Oil & Gas: 1.2%

 
 

4,053,659

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

4,063,793

     

0.5

   
 

463,432

            Crestwood
Holdings LLC,
Term Loan,
7.000%,
05/30/19
   

463,625

     

0.1

   
 

3,158,935

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

3,019,414

     

0.3

   
 

349,125

            Southcross
Energy
Partners, L.P.,
Term Loan,
5.250%,
08/01/21
   

349,998

     

0.0

   
 

2,748,125

     

(1

)

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

2,696,598

     

0.3

   
                 

10,593,428

     

1.2

   
       

Publishing: 3.0%

 
 

5,074,500

     

(2

)

  Cengage
Learning
Acquisition,
Inc., First Lien
Term Loan,
7.000%,
03/31/20
   

5,090,358

     

0.6

   
 

720,773

            Dex Media East,
LLC, Term
Loan, 6.000%,
12/30/16
   

585,028

     

0.1

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,457,846

            Dex Media
West, LLC,
Term Loan,
8.000%,
12/30/16
 

$

2,216,159

     

0.3

   
 

301,890

     

(2

)

  HIBU PLC (fka
Yell Group
PLC), Facility
A2, 5.230%,
03/18/19
   

329,249

     

0.0

   

EUR

26,291

     

(2

)

  HIBU PLC (fka
Yell Group
PLC), Spanish
facility,
1.500%,
03/18/19
   

     

0.0

   
 

1,685,841

            McGraw Hill
Global
Education,
TLB, 5.750%,
03/22/19
   

1,692,866

     

0.2

   
 

1,654,115

     

^,(3)

    Nelson Canada,
First Lien-C$
330 mm,
2.810%,
07/03/14
   

1,368,780

     

0.2

   
 

3,069,000

            Penton Media,
Inc., First Lien,
5.500%,
09/30/19
   

3,057,491

     

0.3

   
 

1,250,000

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

1,243,750

     

0.1

   
 

2,486,522

            R.H. Donnelley
Corporation,
Term Loan,
9.750%,
12/31/16
   

1,813,090

     

0.2

   
 

4,457,752

            SuperMedia,
Inc., Term
Loan, 11.600%,
12/30/16
   

3,651,643

     

0.4

   
 

5,281,343

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

5,268,139

     

0.6

   
                 

26,316,553

     

3.0

   
       

Radio & Television: 4.3%

 
 

5,257,143

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

5,194,714

     

0.6

   

See Accompanying Notes to Financial Statements
38



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Radio & Television (continued)

 
 

438,316

            Hubbard Radio
LLC, Tranche 1
Term Loan,
4.500%,
04/29/19
 

$

435,576

     

0.1

   
 

13,921,330

            Clear Channel
Communications,
Inc., TLE,
7.660%,
07/30/19
   

13,388,839

     

1.5

   
 

1,265,453

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

1,267,035

     

0.1

   
 

812,500

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

810,469

     

0.1

   
 

3,245,120

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

3,252,220

     

0.4

   
 

1,633,333

            Salem
Communications
Corporation,
Term Loan B,
4.500%,
03/31/20
   

1,615,979

     

0.2

   
 

4,617,188

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

4,579,673

     

0.5

   
 

7,315,903

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

7,254,750

     

0.8

   
                 

37,799,255

     

4.3

   
       

Retailers (Except Food & Drug): 14.8%

 
 

4,856,649

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

4,859,685

     

0.6

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,450,000

            Abercrombie &
Fitch
Management
Co., Term
Loan B,
4.750%,
07/31/21
 

$

1,439,579

     

0.2

   
 

5,835,900

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

5,836,420

     

0.7

   

EUR

2,285,000

            Action Holding
B.V., Facility C,
4.580%,
03/08/19
   

2,857,266

     

0.3

   
 

17,752,694

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

17,684,737

     

2.0

   
 

4,000,000

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

4,018,500

     

0.5

   
 

5,729,387

            Burlington Coat
Factory, Term
Loan B,
4.250%,
08/13/21
   

5,708,589

     

0.6

   
 

5,341,511

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

5,360,847

     

0.6

   
 

6,955,921

            Hudson's Bay
Company,
Term Loan,
5.560%,
11/04/20
   

6,986,353

     

0.8

   
 

1,990,000

            J. Crew, TLB,
4.000%,
03/01/21
   

1,896,719

     

0.2

   
 

1,791,000

            Lands' End, Inc.,
TLB, 4.250%,
04/04/21
   

1,761,337

     

0.2

   
 

4,822,400

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

4,750,064

     

0.5

   
 

2,200,000

            Mattress Firm
Holding Corp.,
TL-B, 5.250%,
10/20/21
   

2,209,625

     

0.3

   
 

5,486,250

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

5,498,254

     

0.6

   

See Accompanying Notes to Financial Statements
39



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

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

1,980,000

            National Vision,
Inc., First Lien
Term Loan,
4.000%,
03/13/21
 

$

1,946,588

     

0.2

   
 

1,300,000

            National Vision,
Inc., Second
Lien Term
Loan, 6.750%,
03/13/22
   

1,220,375

     

0.1

   
 

12,867,775

            Neiman Marcus
Group, Inc,
Term Loan,
4.250%,
10/31/20
   

12,807,013

     

1.5

   
 

5,923,503

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

5,871,672

     

0.7

   
 

5,551,545

            OneStopPlus,
First Lien
Term Loan,
4.500%,
03/15/21
   

5,513,378

     

0.6

   
 

5,858,325

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

5,811,640

     

0.7

   
 

3,168,170

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

3,049,364

     

0.3

   
 

2,709,798

            Pep Boys, Term
Loan B,
4.250%,
10/11/18
   

2,704,718

     

0.3

   
 

3,400,000

            Pilot Travel
Centers LLC,
TL-B, 4.250%,
10/03/21
   

3,417,000

     

0.4

   
 

1,994,962

            rue21 inc.,
Term Loan B,
5.630%,
10/10/20
   

1,725,642

     

0.2

   
 

6,256,320

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

6,251,108

     

0.7

   
 

2,645,614

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

2,625,772

     

0.3

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

2,164,575

            Stuart Weitzman
Holdings, LLC,
Term Loan,
4.500%,
04/08/20
 

$

2,122,636

     

0.2

   
 

1,741,250

            Talbots Inc.
(The), First
Lien Term
Loan, 4.750%,
03/20/20
   

1,697,719

     

0.2

   
 

4,000,000

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

2,463,332

     

0.3

   
                 

130,095,932

     

14.8

   
       

Steel: 0.0%

 
 

855

            FMG Resources
(August 2006)
Pty Ltd., Term
Loan, 3.750%,
06/30/19
   

804

     

0.0

   
       

Surface Transport: 1.0%

 
 

2,700,000

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

2,693,812

     

0.3

   
 

1,000,000

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

1,002,500

     

0.1

   
 

1,997,500

            OSG Bulk
Ships, Inc.,
First Lien
Term Loan,
5.250%,
07/30/19
   

1,997,500

     

0.2

   
 

448,875

            V.Group, TL B,
5.000%,
06/30/21
   

450,558

     

0.1

   
 

2,701,441

            Wabash
National
Corporation,
Term Loan B,
4.500%,
05/15/19
   

2,703,129

     

0.3

   
                 

8,847,499

     

1.0

   
       

Telecommunications: 7.8%

 
 

9,445,001

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

9,420,547

     

1.1

   

See Accompanying Notes to Financial Statements
40



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (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
 

$

1,766,954

     

0.2

   
 

5,779,916

            Avaya Inc.,
Term B-3 Loan,
4.650%,
10/26/17
   

5,628,193

     

0.6

   
 

4,116,307

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

4,107,486

     

0.5

   
 

3,940,225

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

3,960,746

     

0.4

   
 

571,429

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

574,286

     

0.1

   
 

4,165,086

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

4,143,740

     

0.5

   
 

1,700,000

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

1,685,125

     

0.2

   
 

2,665,872

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

2,675,037

     

0.3

   
 

8,500,000

            Level 3
Financing, Inc,
Tranche B 2022
Term Loan,
4.500%,
01/31/22
   

8,545,534

     

1.0

   
 

2,300,000

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

2,301,916

     

0.3

   
 

3,801,875

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

3,766,187

     

0.4

   
Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
 

1,994,852

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

$

1,979,268

     

0.2

   
 

3,052,127

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

3,005,072

     

0.3

   
 

5,932,612

            U.S. Telepacific
Corp, First
Lien Term
Loan, 5.750%,
02/23/17
   

5,936,320

     

0.7

   
 

1,915,375

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

1,903,404

     

0.2

   
 

7,106,673

            Zayo Group,
LLC, Term
Loan B,
4.000%,
07/02/19
   

7,105,934

     

0.8

   
                 

68,505,749

     

7.8

   
       

Utilities: 1.9%

 
 

2,385,586

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

2,406,460

     

0.3

   
 

1,030,000

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

1,031,416

     

0.1

   
 

338,069

     

(2

)

  Longview Power,
LLC, DIP
Facility,
4.980%,
11/19/16
   

583,170

     

0.1

   
 

3,736,640

     

^,(2),(3)

    Longview Power,
LLC, Extended
Term Loan,
10/31/17
   

2,428,816

     

0.3

   
 

1,800,000

     

(1

)

  Pike
Corporation,
First Lien
Term Loan,
09/17/21
   

1,806,750

     

0.2

   

See Accompanying Notes to Financial Statements
41



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Principal
Amount†
 

  Borrower/
Tranche
Description
 

Fair Value

  Percentage
of Net
Assets
 
       

Utilities (continued)

 
 

2,100,000

     

(1

)

  Southeast
PowerGen,
LLC, Term
Loan B,
11/05/21
 

$

2,110,500

     

0.2

   
 

2,000,000

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

1,925,000

     

0.2

   
 

2,550,000

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

2,572,313

     

0.3

   
 

2,236,187

            Utility Services
Associates,
Term Loan,
6.750%,
10/18/19
   

2,234,789

     

0.2

   
                 

17,099,214

     

1.9

   
            Total Senior
Loans
(Cost
$1,268,483,143)
   

1,253,810,898

     

142.4

   

OTHER CORPORATE DEBT: — %

     
       

Publishing: —%

 
 

639,053

     

(2

)

  HIBU PLC (fka
Yell Group
PLC), Facility
B2, 03/18/24
   

     

0.0

   
            Total Other
Corporate
Debt
(Cost $249,384)
   

     

0.0

   

Shares

 

  Borrower/
Tranche
Description
 

Value

  Percentage
of Net
Assets
 

EQUITIES AND OTHER ASSETS: 0.6%

     
 

154

     

@

    AR
Broadcasting
(Warrants)
 

$

     

0.0

   
 

888,534

     

@,R

    Ascend Media
(Residual
Interest)
   

     

0.0

   
 

3,160

     

@

    Caribe Media
Inc.
   

     

0.0

   
 

178,416

     

@

    Cengage
Learning
   

4,638,816

     

0.6

   
 

14,294

     

@

   

Dex Media Inc.

   

122,357

     

0.0

   
 

246,734

     

@

    Eagle Topco
2013 LTD
   

     

0.0

   
 

28,660

     

@

    Everyware
Global Inc.
Warrants
   

     

0.0

   
 

8

     

@

    Faith Media
Holdings, Inc.
(Residual
Interest)
   

65,466

     

0.0

   
 

92,471

     

@

    Glodyne
Techoserve,
Ltd.
   

4,345

     

0.0

   
 

498,762

     

@

   

GTS Corp.

   

     

0.0

   
 

291

     

R

    Lincoln Paper &
Tissue, LLC
   

     

0.0

   
 

5,933,579

     

@,R

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

     

0.0

   
 

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
$7,191,236)
   

4,830,984

     

0.6

   

See Accompanying Notes to Financial Statements
42



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Shares

 

  Borrower/
Tranche
Description
 

Value

  Percentage
of Net
Assets
 
        Total
Investments
(Cost
$1,275,923,763)
 

$

1,258,641,882

     

143.0

   
        Liabilities in
Excess of
Other Assets
   

(378,323,456

)

   

(43.0

)

 
       

Net Assets

 

$

880,318,426

     

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

R  Restricted Security

^  This Senior Loan Interest is non-income producing.

(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 $1,276,034,023.

Net unrealized depreciation consists of:

 

Gross Unrealized Appreciation

 

$

4,627,331

   

Gross Unrealized Depreciation

   

(22,019,472

)

 

Net Unrealized Depreciation

 

$

(17,392,141

)

 

See Accompanying Notes to Financial Statements
43



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

Fair Value Measurements

The following is a summary of the fair valuations according to the inputs used as of November 30, 2014 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
November 30, 2014
 

Asset Table

 

Investments, at fair value

 

Equities and Other Assets

 

$

4,761,173

   

$

4,345

   

$

65,466

   

$

4,830,984

   

Other Corporate Debt

   

     

     

     

   

Senior Loans

   

     

1,253,810,898

     

     

1,253,810,898

   

Total Investments, at fair value

 

$

4,761,173

   

$

1,253,815,243

   

$

65,466

   

$

1,258,641,882

   

Other Financial Instruments+

 

Unfunded commitments

   

     

197,852

     

     

197,852

   

Forward Foreign Currency Contracts

   

     

155,575

     

     

155,575

   

Total Assets

 

$

4,761,173

   

$

1,254,168,670

   

$

65,466

   

$

1,258,995,309

   

Liabilities Table

 

Other Financial Instruments+

 

Forward Foreign Currency Contracts

 

$

   

$

(6,723

)

 

$

   

$

(6,723

)

 

Total Liabilities

 

$

   

$

(6,723

)

 

$

   

$

(6,723

)

 

+  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 November 30, 2014, 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

   

36,685,000

   

Sell

 

12/23/14

 

$

45,614,215

   

$

45,620,938

   

$

(6,723

)

 

State Street Bank

 

British Pound

   

9,086,000

   

Sell

 

12/24/14

   

14,346,304

     

14,190,729

     

155,575

   
                           

$

148,852

   

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

The fair value of derivative instruments as of November 30, 2014 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

 

$

155,575

   

Total Asset Derivatives

     

$

155,575

   

Liability Derivatives

 

Foreign exchange contracts

 

Unrealized depreciation on forward foreign currency contracts

 

$

6,723

   

Total Liability Derivatives

     

$

6,723

   

The effect of derivative instruments on the Trust's Statement of Operations for the period ended November 30, 2014 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

 

$

4,575,800

   

Total

 

$

4,575,800

   

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

 

$

1,447,785

   

Total

 

$

1,447,785

   

*  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.

See Accompanying Notes to Financial Statements
44



  PORTFOLIO OF INVESTMENTS
VOYA PRIME RATE TRUST  
AS OF NOVEMBER 30, 2014 (UNAUDITED) (CONTINUED)

The following is a summary by counterparty of the fair value of OTC derivative instruments subject to Master Netting Agreements and collateral pledged (received), if any, at November 30, 2014:

   

State Street Bank

 

Assets:

 

Forward foreign currrency contracts

 

$

155,575

   

Total Assets

 

$

155,575

   

Liabilities:

 

Forward foreign currency contracts

 

$

6,723

   

Total Liabilities

 

$

6,723

   

Net OTC derivative instruments by counterparty, at fair value

 

$

148,852

   

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

 

$

   
Net Exposure(1)   

$

148,852

   

(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
45




Voya Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited)

SHAREHOLDER REINVESTMENT PROGRAM

The Trust offers a Shareholder Reinvestment Program (the "Program") which allows holders of the Trust's common shares a simple way to reinvest dividends and capital gains distributions, if any, in additional common shares of the Trust. The Program also offers holders of the Trust's common shares the ability to make optional cash investments in any amount from $100 to $100,000 on a monthly basis.

For dividend and capital gains distribution reinvestment purposes, BNY will purchase shares of the Trust on the open market when the market price plus estimated fees is less than the NAV on the valuation date. The Trust will issue new common shares for dividend and capital gains distribution reinvestment purchases when the market price plus estimated fees is equal to or exceeds the net asset value on the valuation date. New common shares may be issued at the greater of: (i) NAV; or (ii) the market price of the common shares during the pricing period, minus a discount of 5%.

For optional cash investments, common shares will be purchased on the open market by BNY when the market price plus estimated fees is less than the NAV on the valuation date. New common shares will be issued by the Trust for optional cash investments when the market price plus estimated fees is equal to or exceeds the net asset value on the valuation date. Such common shares will be issued at a discount to market, determined by the Trust, between 0% and 5%.

There is no charge to participate in the Program. Participants may elect to discontinue participation in the Program at any time. Participants will share, on a pro rata basis, in the fees or expenses of any common shares acquired in the open market.

Participation in the Program is not automatic. If you would like to receive more information about the Program or if you desire to participate, please contact your broker or the Trust's Shareholder Services Department at (800) 336-3436.

KEY FINANCIAL DATES — CALENDAR 2014 DIVIDENDS:

DECLARATION DATE  

EX-DIVIDEND DATE

 

PAYABLE DATE

 
January 31, 2014  

February 6, 2014

 

February 25, 2014

 
February 28, 2014  

March 6, 2014

 

March 24, 2014

 
March 31, 2014  

April 8, 2014

 

April 22, 2014

 
April 30, 2014  

May 8, 2014

 

May 22, 2014

 
May 30, 2014  

June 6, 2014

 

June 23, 2014

 
June 30, 2014  

July 8, 2014

 

July 22, 2014

 
July 31, 2014  

August 7, 2014

 

August 22, 2014

 
August 29, 2014  

September 8, 2014

 

September 22, 2014

 
September 30, 2014  

October 8, 2014

 

October 22, 2014

 
October 31, 2014  

November 6, 2014

 

November 24, 2014

 
November 28, 2014  

December 8, 2014

 

December 22, 2014

 
December 19, 2014  

December 29, 2014

 

January 13, 2015

 

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.


46



Voya Prime Rate Trust

ADDITIONAL INFORMATION (Unaudited) (continued)

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.

NUMBER OF SHAREHOLDERS

The number of record holders of Common Stock as of November 30, 2014 was 2,981 which does not include approximately 45,226 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.


47




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

Administrator

Voya Funds Services, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
1-800-992-0180

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

Dechert LLP
1900 K Street, N.W.
Washington, D.C. 20006

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 Investment Professional 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.

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