The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

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Annual Report

December 31, 2018

Classes ADV, I, R6, S and S2

Voya Variable Products Trust

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Voya MidCap Opportunities Portfolio

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Voya SmallCap Opportunities Portfolio

		Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of each Portfolio’s annual and semi-annual shareholder reports, like this annual report, will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website and you will be notified by mail each time a report is posted and provided with a website link to access the report.
		If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from your insurance carrier electronically by contacting them directly.
		You may elect to receive all future reports in paper free of charge. If you received this document in the mail, please follow the instructions provided to elect to continue receiving paper copies of your shareholder reports. You can inform us that you wish to continue receiving paper copies by calling 1-800-283-3427. Your election to receive reports in paper will apply to all the funds in which you invest.

This report is submitted for general information to shareholders of the Voya mutual funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds’ investment objectives, risks, charges, expenses and other information. This information should be read carefully.

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	President’s Letter					1
	Market Perspective					2
	Portfolio Managers’ Reports					4
	Shareholder Expense Examples					8
	Report of Independent Registered Public Accounting Firm					9
	Statements of Assets and Liabilities					10
	Statements of Operations					12
	Statements of Changes in Net Assets					13
	Financial Highlights					14
	Notes to Financial Statements					16
	Summary Portfolio of Investments (“Portfolio of Investments”)					26
	Tax Information					32
	Trustee and Officer Information					33
	Advisory and Sub-Advisory Contract Approval Discussion					38

PROXY VOTING INFORMATION

A description of the policies and procedures that the Portfolios use to determine how to vote proxies related to portfolio securities is available: (1) without charge, upon request, by calling Shareholder Services toll-free at (800) 992-0180; (2) on the Portfolios’ website at www.voyainvestments.com; and (3) on the U.S. Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov. Information regarding how the Portfolios voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Portfolios’ website at www.voyainvestments.com and on the SEC’s website at www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

The Portfolios file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. This report contains a summary portfolio of investments for the Portfolios. The Portfolios’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Portfolios’ Forms N-Q, as well as a complete portfolio of investments, are available: on www.voyainvestments.com and without charge upon request from the Portfolios by calling Shareholder Services toll-free at (800) 992-0180.

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PRESIDENT’S LETTER

Setting Sail for the New Year

Dear Shareholder,

The markets closed out 2018 with a month of tumult — we believe investors became more risk-averse as they assessed the anticipated effects of higher interest rates and slowing corporate earnings, as well as potential economic deceleration in the U.S. and China and trade tensions between the two. There continues to be intense movement in the equity and bond markets, causing a lot of day-to-day volatility for investors to digest.

As we look ahead to 2019, we believe that economic and earnings growth will slow but not stall. The U.S. Federal Reserve Board (“Fed”) has signaled that it will be patient about raising interest rates further, which we believe may help ease pressures on the economy and the financial markets. Economic momentum in the U.S. is still above trend growth and the Fed’s gradual approach means a slowdown is likely to unfold over a multi-year period, which should give markets enough time to adjust expectations, in our opinion.

We do not think investors should view current conditions as a reason to alter their long-term investment strategies. In our view, it is not advisable to abandon diversified positions seeking to sidestep impending risks, or to crowd into areas of strong returns to seek to avoid losses. Instead, we believe investors should continue to spread their exposure across multiple asset classes, sectors and regions, to mitigate concentration risk. In our view, the best response remains to have a plan, diversify and carefully discuss any contemplated portfolio changes with your investment advisor.

Voya seeks to remain a reliable partner committed to reliable investing, helping you and your investment advisor achieve your goals. We appreciate your continued confidence in us, and we look forward to serving your investment needs in the future.

Sincerely,

Dina Santoro
President
Voya Family of Funds
December 31, 2018

The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and the Voya mutual funds disclaim any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for a Voya mutual fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any Voya mutual fund. Reference to specific company securities should not be construed as recommendations or investment advice.

International investing poses special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.

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Market Perspective: Year Ended December 31, 2018

In our semi-annual report we described the market turmoil in early 2018. Global equities, in the form of the MSCI World IndexSM (the “Index”) measured in local currencies, including net reinvested dividends, suffered its first monthly loss in February after 15 consecutive monthly gains. Another loss followed in March and by the end of June the Index was up a slim 1.29% in 2018. The next four months saw the Index gain 5.6%, led by the U.S., with sentiment resilient in the face of the worries that had set them back. However, in October the clouds gathered again, markets retreated, and after a small reprieve in November, losses accelerated to leave the Index down 7.38% for the fiscal year. (The Index returned -8.71% for the year ended December 31, 2018, measured in U.S. dollars.)

It had been the prospect of an imminent rise in U.S. interest rates that had roiled markets in February. Then, in March, the White House announced tariffs of 25% on imported steel and 10% on aluminum, which would take effect at the beginning of June.

Concerns about a trade war and rising U.S. interest rates continued throughout the period. After months of threats, the trade war risk was ratcheted up on September 17th when the President announced tariffs of 10% on Chinese imports, including day-to-day consumer goods, valued at some $200 billion. The rate would increase to 25% at the beginning of 2019. The next day, China replied with 5% to 10% tariffs of its own on $60 billion of U.S. exports. In early December, after a face-to-face meeting between President Trump and his Chinese counterpart Xi Jinping, new tariffs were postponed for 90 days while the sides, evidently far apart, held negotiations.

Interest rate concerns were rooted in the ever-strengthening labor market. The Federal Open Market Committee (“FOMC”) was already committed to policy “normalization”, i.e. a retreat from historically low short-term rates. There was nothing in successive employment reports likely to divert them. The December report announced an unemployment rate of 3.67%, the lowest since 1969.

The latest wage growth figure of 3.1% year-over-year was the highest since 2009, but it did not seem like an inflationary threat. The measure preferred by the U.S. Federal Reserve Board (“Fed”): core Personal Consumption Expenditures inflation, hovered around the target level of 2.0% without breaking through. But as September ended, the 10-year Treasury yield, unable earlier in 2018 to hold a level above 3%, had done so for nine straight days.

Perhaps it was the speed of rising Treasury yields: 2.88% to 3.23% in 22 days to October 5, which shook investors’ confidence, and Fed Chairman Powell’s remark on October 4 that the federal funds rate was “a long way from neutral”. In December, the FOMC raised rates for the fourth time this year, from 2.25% to 2.50%. Markets had hoped that Powell might then signal a pause, to evaluate further data. Instead, he signaled two more increases in 2019.

As 2018 ended, the 10-year Treasury yield was back down to 2.69%. But it provided little comfort. Commentators increasingly fretted that the best days of global growth and corporate profits were over, and a full-blown trade war would only weaken both. Growth in Europe and China was declining. The price of oil was

down about 40% since early October. In the U.S., the boost from tax cuts and increased government spending that had helped propel annualized GDP growth to 4.2% in the second quarter and 3.4% in the third, would fade. The housing market had been weakening for months. For corporations, costs were rising and the strong dollar was depressing overseas earnings. With part of the government shut down through Congressional gridlock, the White House, within a final barrage of tweets, declared, “The only problem our economy has is the Fed.” Happy New Year.

In U.S. fixed income markets, the Treasury yield curve rose and flattened over the fiscal year. The Bloomberg Barclays U.S. Aggregate Bond Index (“Barclays Aggregate”) gained just 0.01%; the Bloomberg Barclays U.S. Corporate Investment Grade Bond sub-index lost 2.51%, amid heavy issuance of BBB paper, while the Bloomberg Barclays High Yield Bond — 2% Issuer Constrained Composite Index (not a part of the Barclays Aggregate) fell 2.08%. The Bloomberg Barclays Short Treasury Index was among the best performers, gaining 1.88%.

U.S. equities, represented by the S&P 500® Index including dividends, fell 4.38% after the worst December since 1931. The earnings per share of constituent companies grew by about 25% year-over-year in the first three quarters of 2018, the most since 2010, but estimates for 2019 were sharply lower. Health care was the top performer, up 6.47%. Energy was the weakest sector, down 18.10%, as oil prices tumbled.

In currencies, the dollar rose 5.47% against the euro and 5.52% against the pound but lost 2.67% against the yen. From mid-April, after sustained weakness, the dollar powered ahead, as strong U.S. economic data increasingly left the rest of the world behind, only to drift lower in the fraught final days.

International markets were also shaken by the concerns described above. MSCI Japan® Index slumped 15.15% for the year. This market is sensitive to slowing global growth, particularly in China and its own vulnerability to a trade war. MSCI Europe ex UK® Index dropped 11.31%. To add to the dampening effects of faltering economic indicators and threats to global trade, the election of a high-spending populist government in Italy posed a new challenge to the euro itself. MSCI UK® Index fell 8.82%. Pessimism about an increasingly likely no-deal Brexit and global growth hit financials, while weakness in one heavily-weighted consumer staples constituent contributed about 30% of the over-all loss.

All indices are unmanaged and investors cannot invest directly in an index. Past performance does not guarantee future results. The performance quoted represents past performance.

Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. Each Portfolio’s performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.voyainvestments.com to obtain performance data current to the most recent month end.

Market Perspective reflects the views of Voya Investment Management’s Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

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Benchmark Descriptions

		Index				Description
		Bloomberg Barclays High Yield Bond — 2% Issuer Constrained Composite Index				An index that includes all fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million, and at least one year to maturity.
		Bloomberg Barclays U.S. Aggregate Bond Index				An index of publicly issued investment grade U.S. government, mortgage-backed, asset-backed and corporate debt securities.
		Bloomberg Barclays U.S. Corporate Investment Grade Bond Index				An index consisting of publicly issued, fixed rate, nonconvertible, investment grade debt securities.
		Bloomberg Barclays Short Treasury Index				The index measures the performance of U.S. Treasury securities that have a remaining maturity between one and twelve months.
		MSCI Europe ex UK® Index				A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.
		MSCI Japan® Index				A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.
		MSCI UK® Index				A free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK.
		MSCI World IndexSM				An index that measures the performance of over 1,600 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East.
		Russell 2000® Growth Index				An index that measures the performance of securities of smaller U.S. companies with greater than average growth orientation.
		Russell 2000® Index				An index that measures the performance of securities of small U.S. companies.
		Russell Midcap® Growth Index				An index that measures the performance of those companies included in the Russell Midcap® Index with relatively higher price-to-book ratios and higher forecasted growth values.
		Russell Midcap® Index				An index that measures the performance of the 800 smallest companies in the Russell 1000® Index, which represents approximately 26% of the total market capitalization of the Russell 1000® Index.
		S&P 500® Index				An index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

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Voya MidCap Opportunities Portfolio

Portfolio Managers’ Report

	Sector Diversification as of December 31, 2018 (as a percentage of net assets)

	Information Technology			29.6%
	Consumer Discretionary			16.5%
	Industrials			15.2%
	Health Care			14.6%
	Financials			6.6%
	Communication Services			4.3%
	Consumer Staples			3.3%
	Materials			2.8%
	Real Estate			2.4%
	Energy			1.4%
	Assets in Excess of Other Liabilities*			3.3%
	Net Assets			100.0%
	* Includes short-term investments.
	Portfolio holdings are subject to change daily.

Voya MidCap Opportunities Portfolio (the “Portfolio”) seeks long-term capital appreciation. The Portfolio is managed by Jeffery Bianchi, CFA, and Michael Pytosh, Portfolio Managers of Voya Investment Management Co. LLC — the Sub-Adviser.

Performance: For the year ended December 31, 2018, the Portfolio’s Class I shares provided a total return of -7.48% compared to the Russell Midcap® Growth Index and the Russell Midcap® Index, which returned -4.75% and -9.06%, respectively, for the same period.

Portfolio Specifics: For the reporting period ended December 31, 2018, the Portfolio underperformed the Russell Midcap® Growth Index due to unfavorable stock selection. On the sector level, stock selection within the industrials and materials sectors had the largest negative impact on relative performance. Key detractors included overweight positions in Exelixis, Inc., Masco Corporation and American Airlines Group, Inc. By contrast, stock selection within the consumer discretionary sector, and to a lesser extent, the healthcare sector, had the largest positive impact on performance. The Portfolio’s allocation to cash, although within typical range, also contributed favorably to relative performance in a period of declining stock prices. At the individual stock level, key contributors included overweight positions in Fortinet, Inc., Burlington Stores, Inc. and Motorola Solutions, Inc.

Current Strategy and Outlook: We believe the U.S. economy is currently in the later stages of the economic cycle. With macro-related concerns on the rise (i.e., trade wars, rising rates and fears of a slowing economy), we believe market sentiment is mixed and uncertain as the U.S. Federal Reserve Board has cautiously taken steps toward a normalized interest rate environment. While we believe the health of U.S. corporations remains intact, as evidenced by significant

	Top Ten Holdings as of December 31, 2018* (as a percentage of net assets)

	O’Reilly Automotive, Inc.			2.9%
	Fiserv, Inc.			2.9%
	Fidelity National Information Services, Inc.			2.6%
	Moody’s Corp.			2.4%
	Ingersoll-Rand PLC - Class A			2.4%
	Hilton Worldwide Holdings, Inc.			2.4%
	Fortinet, Inc.			2.3%
	GoDaddy, Inc.			2.3%
	Centene Corp.			2.2%
	Edwards Lifesciences Corp.			2.2%
	* Excludes short-term investments.
	Portfolio holdings are subject to change daily.

amounts of free cash flow, active dividend increases and share buybacks, we believe record high incremental margins are at peak. As a disciplined manager, we remain true to our investment process regardless of the unpredictable market environment, investing in companies that we believe have strong fundamentals and attractive relative valuations.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. Portfolio holdings are subject to change daily. The outlook for this Portfolio may differ from that presented for other Voya mutual funds. The Portfolio’s performance returns shown reflect applicable fee waivers and/or expense limits in effect during this period. Absent such fee waivers/expense limitations, if any, performance would have been lower. Performance for the different classes of shares will vary based on differences in fees associated with each class.

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Portfolio Managers’ Report

Voya MidCap Opportunities Portfolio

[MISSING IMAGE: tv510819_chrt-midcap.jpg]

Average Annual Total Returns for the Periods Ended December 31, 2018
	1 Year		5 Year		10 Year		Since Inception of Class S2 February 27, 2009
Class ADV		-7.98%		5.78%		13.55%		—
Class I		-7.48%		6.32%		14.15%		—
Class R6(1)		-7.48%		6.32%		14.15%		—
Class S		-7.70%		6.05%		13.85%		—
Class S2		-7.92%		5.87%		—		15.43%
Russell Midcap® Growth Index		-4.75%		7.42%		15.12%		16.87%
Russell Midcap® Index		-9.06%		6.26%		14.03%		16.41%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of Voya MidCap Opportunities Portfolio against the indices indicated. An index is unmanaged and has no cash in its portfolio and imposes no sales charges. An investor cannot invest directly in an index.

The Portfolio’s performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your variable annuity contract or variable life insurance policy. Total returns would have been lower if such expenses or charges were included.

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

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

The performance update illustrates performance for a variable investment option available through a variable annuity contract or a variable life insurance policy. The

performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please log on to www.voyainvestments.com or call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may 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 as stated on the cover. The portfolio managers’ views are subject to change at any time based on market and other conditions.

Portfolio holdings are subject to change daily.

(1)

Class R6 incepted on November 24, 2015. The Class R6 shares performance shown for the period prior to their inception date is the performance of Class I shares without adjustment for any differences in the expenses between the two classes. If adjusted for such differences, returns would be different.

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Voya SmallCap Opportunities Portfolio

Portfolio Managers’ Report

	Sector Diversification as of December 31, 2018 (as a percentage of net assets)

	Health Care			22.7%
	Industrials			18.8%
	Consumer Discretionary			17.3%
	Information Technology			16.3%
	Financials			10.0%
	Materials			4.2%
	Real Estate			3.4%
	Communication Services			2.0%
	Exchange-Traded Funds			1.7%
	Energy			1.3%
	Consumer Staples			1.2%
	Assets in Excess of Other Liabilities*			1.1%
	Net Assets			100.0%
	* Includes short-term investments.
	Portfolio holdings are subject to change daily.

Voya SmallCap Opportunities Portfolio (the “Portfolio”) seeks long-term capital appreciation. The Portfolio is managed by, James Hasso and Joseph Basset, CFA, Portfolio Managers of Voya Investment Management Co. LLC — the Sub-Adviser.

Performance: For the year ended December 31, 2018, the Portfolio’s Class I shares provided a total return of -15.87%, compared to the Russell 2000® Growth Index and the Russell 2000® Index, which returned -9.31% and -11.01%, respectively, for the same period.

Portfolio Specifics: For the reporting period ended December 31, 2018, the Portfolio underperformed the Russell 2000® Growth Index due to unfavorable stock selection. On the sector level, while an underweight allocation to the pharmaceutical and biotechnology sector had a positive impact, stock selection within the sector detracted the most from performance. Stock selection within the retail and consumer services sectors was also a headwind. Key detractors included overweight positions in Camping World Holdings, Inc., Dana Incorporated and Beacon Roofing Supply, Inc. By contrast, stock selection within the real estate and healthcare equipment and services sectors had the largest positive impact on performance. An allocation to cash, while within the typical range, also added value in a period of declining stock prices. At the individual stock level, key contributors included overweight positions in Amedisys, Inc., Americold Realty Trust and Q2 Holdings, Inc.

Current Strategy and Outlook: We continue to monitor changes occurring globally, actions at central banks and overall

	Top Ten Holdings as of December 31, 2018* (as a percentage of net assets)

	iShares Russell 2000 Growth ETF			1.7%
	j2 Global, Inc.			1.5%
	Woodward, Inc.			1.5%
	Green Dot Corp.			1.5%
	Merit Medical Systems, Inc.			1.3%
	Medidata Solutions, Inc.			1.3%
	Entegris, Inc.			1.3%
	EastGroup Properties, Inc.			1.3%
	ASGN, Inc.			1.3%
	Wright Medical Group NV			1.3%
	* Excludes short-term investments.
	Portfolio holdings are subject to change daily.

economic data. Our Portfolio positioning has not changed significantly. We seek to remain nimble and continue to focus on quality companies, such as those that, in our opinion, have strong managements, solid balance sheets and good cash flow generation capabilities. Going forward, we believe the Portfolio is well positioned, as we believe that investors will continue to focus on companies’ fundamentals due to ongoing economic uncertainty.

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Portfolio Managers’ Report

Voya SmallCap Opportunities Portfolio

[MISSING IMAGE: tv510819_chrt-smallcap.jpg]

Average Annual Total Returns for the Periods Ended December 31, 2018
	1 Year		5 Year		10 Year		Since Inception of Class S2 February 27, 2009
Class ADV		-16.29%		2.94%		12.18%		—
Class I		-15.87%		3.46%		12.75%		—
Class R6(1)		-15.87%		3.46%		12.75%		—
Class S		-16.09%		3.21%		12.47%		—
Class S2		-16.18%		3.05%		—		14.80%
Russell 2000® Growth Index		-9.31%		5.13%		13.52%		15.97%
Russell 2000® Index		-11.01%		4.41%		11.97%		15.05%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of Voya SmallCap Opportunities Portfolio against the indices indicated. An index is unmanaged and has no cash in its portfolio and imposes no sales charges. An investor cannot invest directly in an index.

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

The performance update illustrates performance for a variable investment option available through a variable annuity contract or a variable life insurance policy. The

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

Portfolio holdings are subject to change daily.

(1)

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SHAREHOLDER EXPENSE EXAMPLES (Unaudited)

As a shareholder of a Portfolio, you incur two types of costs: (1) transaction costs, including redemption fees and exchange fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Portfolio expenses. These Examples are intended to help you understand your ongoing costs (in dollars) of investing in a Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2018 to December 31, 2018. The Portfolios’ expenses are shown without the imposition of any charges which are, or may be, imposed under your variable annuity contract, variable life insurance policy, qualified pension, or retirement plan. Expenses would have been higher if such charges were included.

Actual Expenses

The left section of the table shown below, “Actual Portfolio Return,” provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The right section of the table shown below, “Hypothetical (5% return before expenses),” provides information about hypothetical account values and hypothetical expenses based on a Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not a Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Portfolio and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the hypothetical section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds. In addition, if these transactional costs were included, your costs would have been higher.

	Actual Portfolio Return											Hypothetical (5% return before expenses)
	Beginning Account Value July 1, 2018			Ending Account Value December 31, 2018			Annualized Expense Ratio		Expenses Paid During the Period Ended December 31, 2018*			Beginning Account Value July 1, 2018			Ending Account Value December 31, 2018			Annualized Expense Ratio		Expenses Paid During the Period Ended December 31, 2018*
Voya MidCap Opportunities Portfolio
Class ADV		$	1,000.00		$	893.00		1.16%		$	5.53		$	1,000.00		$	1,019.36		1.16%		$	5.90
Class I			1,000.00			895.10		0.66			3.15			1,000.00			1,021.88		0.66			3.36
Class R6			1,000.00			895.10		0.66			3.15			1,000.00			1,021.88		0.66			3.36
Class S			1,000.00			893.80		0.91			4.34			1,000.00			1,020.62		0.91			4.63
Class S2			1,000.00			892.70		1.06			5.06			1,000.00			1,019.86		1.06			5.40
Voya SmallCap Opportunities Portfolio
Class ADV		$	1,000.00		$	790.60		1.37%		$	6.18		$	1,000.00		$	1,018.30		1.37%		$	6.97
Class I			1,000.00			792.70		0.87			3.93			1,000.00			1,020.82		0.87			4.43
Class R6			1,000.00			793.00		0.87			3.93			1,000.00			1,020.82		0.87			4.43
Class S			1,000.00			791.90		1.12			5.06			1,000.00			1,019.56		1.12			5.70
Class S2			1,000.00			791.40		1.27			5.73			1,000.00			1,018.80		1.27			6.46

Expenses are equal to each Portfolio’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half-year.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees
Voya Variable Products Trust:

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Voya MidCap Opportunities Portfolio and Voya SmallCap Opportunities Portfolio (the Funds), each a series of Voya Variable Products Trust, including the summary portfolios of investments, as of December 31, 2018, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements), and the financial highlights for each of the years or periods in the five-year period then ended. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Funds as of December 31, 2018, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and brokers or by other appropriate auditing procedures when replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more Voya investment companies since 1975.

Boston, Massachusetts
February 14, 2019

TABLE OF CONTENTS

STATEMENTS OF ASSETS AND LIABILITIES as of December 31, 2018

	Voya MidCap Opportunities Portfolio			Voya SmallCap Opportunities Portfolio
ASSETS:
Investments in securities at fair value+*		$	1,715,785,988		$	313,486,821
Short-term investments at fair value**			56,585,049			20,338,923
Cash			630,186			46,860
Receivables:
Fund shares sold			9,305,074			2,353,428
Dividends			1,156,365			170,657
Foreign tax reclaims			3,412			—
Prepaid expenses			10,476			1,936
Reimbursement due from manager			207,085			—
Other assets			83,394			11,759
Total assets			1,783,767,029			336,410,384
LIABILITIES:
Payable for investment securities purchased			—			1,594,775
Payable for fund shares redeemed			176,945			3,904,070
Payable upon receipt of securities loaned			7,809,049			13,644,923
Payable for investment management fees			1,169,517			237,570
Payable for distribution and shareholder service fees			259,545			38,161
Payable to trustees under the deferred compensation plan (Note 6)			83,394			11,759
Payable for trustee fees			10,574			2,041
Other accrued expenses and liabilities			110,867			57,613
Total liabilities			9,619,891			19,490,912
NET ASSETS		$	1,774,147,138		$	316,919,472
NET ASSETS WERE COMPRISED OF:
Paid-in capital		$	1,630,322,925		$	328,572,717
Total distributable earnings (loss)			143,824,213			(11,653,245)
NET ASSETS		$	1,774,147,138		$	316,919,472
+ Including securities loaned at value		$	7,625,360		$	13,284,465
* Cost of investments in securities		$	1,793,160,880		$	364,886,507
** Cost of short-term investments		$	56,585,049		$	20,338,923

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

STATEMENTS OF OPERATIONS for the year ended December 31, 2018

	Voya MidCap Opportunities Portfolio			Voya SmallCap Opportunities Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*		$	18,103,337		$	3,265,044
Interest			2,304			1,371
Securities lending income, net			102,991			269,265
Settlement income (Note 12)			100,100			—
Other			—			18,798
Total investment income			18,308,732			3,554,478
EXPENSES:
Investment management fees			15,803,836			3,392,028
Distribution and shareholder service fees:
Class ADV			828,238			398,123
Class S			2,515,128			140,272
Class S2			201,323			19,119
Transfer agent fees			3,890			1,122
Shareholder reporting expense			182,110			37,065
Professional fees			120,645			28,445
Custody and accounting expense			193,530			50,978
Trustee fees			84,593			16,335
Miscellaneous expense			78,063			26,012
Interest expense			6,889			608
Total expenses			20,018,245			4,110,107
Waived and reimbursed fees			(2,467,012)			—
Net expenses			17,551,233			4,110,107
Net investment income (loss)			757,499			(555,629)
REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments			228,919,888			41,412,595
Foreign currency related transactions			13,044			—
Net realized gain			228,932,932			41,412,595
Net change in unrealized appreciation (depreciation) on:
Investments			(369,210,112)			(101,470,032)
Foreign currency related transactions			(24)			—
Net change in unrealized appreciation (depreciation)			(369,210,136)			(101,470,032)
Net realized and unrealized loss			(140,277,204)			(60,057,437)
Decrease in net assets resulting from operations		$	(139,519,705)		$	(60,613,066)
* Foreign taxes withheld		$	37,776		$	—

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

STATEMENTS OF CHANGES IN NET ASSETS

	Voya MidCap Opportunities Portfolio						Voya SmallCap Opportunities Portfolio
	Year Ended December 31, 2018			Year Ended December 31, 2017			Year Ended December 31, 2018			Year Ended December 31, 2017
FROM OPERATIONS:
Net investment income (loss)		$	757,499		$	(639,682)		$	(555,629)		$	(237,963)
Net realized gain			228,932,932			205,325,316			41,412,595			66,218,665
Net change in unrealized appreciation (depreciation)			(369,210,136)			151,509,980			(101,470,032)			4,067,778
Increase (decrease) in net assets resulting from operations			(139,519,705)			356,195,614			(60,613,066)			70,048,480
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions (excluding return of capital):(1)
Class ADV			(17,402,459)			(7,681,471)			(13,717,553)			(4,748,122)
Class I			(82,330,301)			(34,348,825)			(37,475,144)			(15,503,476)
Class R6			(2,360,779)			(280,564)			(4,878,536)			(1,002,211)
Class S			(103,014,216)			(28,581,136)			(9,040,597)			(3,898,981)
Class S2			(5,185,374)			(727,936)			(776,349)			(324,819)
Total distributions			(210,293,129)			(71,619,932)			(65,888,179)			(25,477,609)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares			139,091,558			264,539,879			53,706,088			76,316,464
Proceeds from shares issued in merger (Note 11)			—			856,555,815			—			—
Reinvestment of distributions			210,292,795			71,619,752			65,888,179			25,477,609
			349,384,353			1,192,715,446			119,594,267			101,794,073
Cost of shares redeemed			(423,404,871)			(465,173,079)			(87,140,975)			(138,061,600)
Net increase (decrease) in net assets resulting from capital share transactions			(74,020,518)			727,542,367			32,453,292			(36,267,527)
Net increase (decrease) in net assets			(423,833,352)			1,012,118,049			(94,047,953)			8,303,344
NET ASSETS:
Beginning of year or period			2,197,980,490			1,185,862,441			410,967,425			402,664,081
End of year or period		$	1,774,147,138		$	2,197,980,490		$	316,919,472		$	410,967,425

(1)

Certain prior period amounts have been reclassified to conform to the current year presentation (Note 13).

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

Financial Highlights

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

			Income (loss) from investment operations						Less Distributions														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)		Total from investment operations		From net investment income		From net realized gains		From return of capital		Total distributions		Payment by affiliate		Net asset value, end of year or period		Total Return(1)		Expenses before reductions/additions(2)(3)(4)		Expenses net of fee waivers and/or recoupments if any(2)(3)(4)		Expenses net of all reductions/additions(2)(3)(4)		Net investment income (loss)(2)(3)		Net assets, end of year or period		Portfolio turnover rate
Year or period ended	($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		(%)		(%)		(%)		(%)		(%)		($000’s)		(%)
Voya MidCap Opportunities Portfolio
Class ADV
12-31-18		13.44		(0.04)		(0.87)		(0.91)		—		1.46		—		1.46		—		11.07		(7.98)		1.28		1.16		1.16		(0.30)		141,404		102
12-31-17		11.48		(0.04)		2.77		2.73		—		0.77		—		0.77		—		13.44		24.49		1.29		1.23		1.23		(0.37)		169,714		105
12-31-16		12.14		(0.03)		0.81		0.78		—		1.44		—		1.44		—		11.48		6.78		1.31		1.31		1.31		(0.27)		122,629		91
12-31-15		14.50		(0.06)		(0.04)		(0.10)		—		2.26		—		2.26		—		12.14		(0.04)		1.31		1.31		1.31		(0.47)		133,648		94
12-31-14		16.02		(0.00)*•		1.11		1.11		0.04		2.59		—		2.63		—		14.50		8.29		1.30		1.30		1.30		(0.03)		143,532		98
Class I
12-31-18		14.56		0.03		(0.96)		(0.93)		—		1.46		—		1.46		—		12.17		(7.48)		0.78		0.66		0.66		0.20		721,478		102
12-31-17		12.34		0.02		2.99		3.01		0.02		0.77		—		0.79		—		14.56		25.09		0.79		0.73		0.73		0.13		913,054		105
12-31-16		12.89		0.03		0.86		0.89		—		1.44		—		1.44		—		12.34		7.27		0.81		0.81		0.81		0.24		577,101		91
12-31-15		15.17		0.00*		(0.02)		(0.02)		—		2.26		—		2.26		—		12.89		0.52		0.81		0.81		0.81		0.02		538,645		94
12-31-14		16.58		0.08		1.16		1.24		0.06		2.59		—		2.65		—		15.17		8.85		0.80		0.80		0.80		0.49		733,894		98
Class R6
12-31-18		14.56		0.02		(0.95)		(0.93)		—		1.46		—		1.46		—		12.17		(7.48)		0.78		0.66		0.66		0.22		32,929		102
12-31-17		12.34		0.01		3.00		3.01		0.02		0.77		—		0.79		—		14.56		25.09		0.79		0.73		0.73		0.10		10,197		105
12-31-16		12.89		0.04•		0.85		0.89		—		1.44		—		1.44		—		12.34		7.27		0.81		0.81		0.81		0.33		1,129		91
11-24-15(5) - 12-31-15		13.14		0.00*•		(0.25)		(0.25)		—		—		—		—		—		12.89		(1.90)		0.81		0.81		0.81		0.29		3		94
Class S
12-31-18		13.77		(0.01)		(0.89)		(0.90)		—		1.46		—		1.46		—		11.41		(7.70)		1.03		0.91		0.91		(0.05)		836,518		102
12-31-17		11.72		(0.02)		2.84		2.82		—		0.77		—		0.77		—		13.77		24.77		1.04		0.96		0.96		(0.12)		1,053,376		105
12-31-16		12.34		(0.00)*		0.82		0.82		—		1.44		—		1.44		—		11.72		7.01		1.06		1.06		1.06		(0.02)		473,516		91
12-31-15		14.66		(0.03)		(0.03)		(0.06)		—		2.26		—		2.26		—		12.34		0.25		1.06		1.06		1.06		(0.22)		526,751		94
12-31-14		16.14		0.04		1.12		1.16		0.05		2.59		—		2.64		—		14.66		8.56		1.05		1.05		1.05		0.24		605,241		98
Class S2
12-31-18		13.66		(0.03)		(0.89)		(0.92)		—		1.46		—		1.46		—		11.28		(7.92)		1.18		1.06		1.06		(0.20)		41,818		102
12-31-17		11.65		(0.03)		2.81		2.78		—		0.77		—		0.77		—		13.66		24.57		1.19		1.13		1.13		(0.31)		51,640		105
12-31-16		12.29		(0.02)		0.82		0.80		—		1.44		—		1.44		—		11.65		6.87		1.24		1.21		1.21		(0.17)		11,488		91
12-31-15		14.63		(0.05)		(0.03)		(0.08)		—		2.26		—		2.26		—		12.29		0.12		1.31		1.21		1.21		(0.37)		13,291		94
12-31-14		16.13		0.01		1.13		1.14		0.05		2.59		—		2.64		—		14.63		8.39		1.30		1.20		1.20		0.06		14,052		98
Voya SmallCap Opportunities Portfolio
Class ADV
12-31-18		26.04		(0.12)		(3.11)		(3.23)		—		4.60		—		4.60		—		18.21		(16.29)		1.37		1.37		1.37		(0.50)		61,957		108
12-31-17		23.49		(0.10)		4.24		4.14		—		1.59		—		1.59		—		26.04		18.12		1.37		1.37		1.37		(0.42)		81,104		85
12-31-16		23.00		(0.06)		2.75		2.69		—		2.20		—		2.20		—		23.49		12.80		1.37		1.37		1.37		(0.30)		70,076		73
12-31-15		26.26		(0.15)•		(0.36)		(0.51)		—		2.75		—		2.75		—		23.00		(1.36)		1.38		1.38		1.38		(0.58)		59,615		55
12-31-14		27.68		(0.14)•		1.29		1.15		—		2.57		—		2.57		—		26.26		5.07		1.38		1.38		1.38		(0.53)		48,982		33

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

Financial Highlights (continued)

			Income (loss) from investment operations						Less Distributions														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)		Total from investment operations		From net investment income		From net realized gains		From return of capital		Total distributions		Payment by affiliate		Net asset value, end of year or period		Total Return(1)		Expenses before reductions/additions(2)(3)(4)		Expenses net of fee waivers and/or recoupments if any(2)(3)(4)		Expenses net of all reductions/additions(2)(3)(4)		Net investment income (loss)(2)(3)		Net assets, end of year or period		Portfolio turnover rate
Year or period ended	($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		(%)		(%)		(%)		(%)		(%)		($000’s)		(%)
Voya SmallCap Opportunities Portfolio (continued)
Class I
12-31-18		28.72		0.00*		(3.55)		(3.55)		—		4.60		—		4.60		—		20.57		(15.87)		0.87		0.87		0.87		0.00*		182,621		108
12-31-17		25.65		0.02		4.66		4.68		0.02		1.59		—		1.61		—		28.72		18.73		0.87		0.87		0.87		0.08		238,478		85
12-31-16		24.79		0.05		3.01		3.06		—		2.20		—		2.20		—		25.65		13.40		0.87		0.87		0.87		0.20		256,039		73
12-31-15		27.95		(0.02)		(0.39)		(0.41)		—		2.75		—		2.75		—		24.79		(0.91)		0.88		0.88		0.88		(0.08)		217,750		55
12-31-14		29.14		(0.01)		1.39		1.38		—		2.57		—		2.57		—		27.95		5.62		0.88		0.88		0.88		(0.03)		195,608		33
Class R6
12-31-18		28.72		0.00*		(3.55)		(3.55)		—		4.60		—		4.60		—		20.57		(15.87)		0.87		0.87		0.87		0.00*		23,066		108
12-31-17		25.65		0.02		4.66		4.68		0.02		1.59		—		1.61		—		28.72		18.73		0.87		0.87		0.87		0.12		27,180		85
12-31-16		24.80		0.12•		2.93		3.05		—		2.20		—		2.20		—		25.65		13.35		0.87		0.87		0.87		0.48		4,270		73
11-24-15(5) - 12-31-15		25.87		0.01•		(1.08)		(1.07)		—		—		—		—		—		24.80		(4.14)		0.88		0.88		0.88		0.53		3		55
Class S
12-31-18		26.98		(0.06)		(3.27)		(3.33)		—		4.60		—		4.60		—		19.05		(16.09)		1.12		1.12		1.12		(0.25)		45,898		108
12-31-17		24.22		(0.05)		4.40		4.35		—		1.59		—		1.59		—		26.98		18.45		1.12		1.12		1.12		(0.18)		58,929		85
12-31-16		23.59		(0.01)		2.84		2.83		—		2.20		—		2.20		—		24.22		13.09		1.12		1.12		1.12		(0.06)		67,086		73
12-31-15		26.80		(0.09)		(0.37)		(0.46)		—		2.75		—		2.75		—		23.59		(1.13)		1.13		1.13		1.13		(0.34)		69,745		55
12-31-14		28.12		(0.08)		1.33		1.25		—		2.57		—		2.57		—		26.80		5.35		1.13		1.13		1.13		(0.29)		77,319		33
Class S2
12-31-18		26.39		(0.11)		(3.15)		(3.26)		—		4.60		—		4.60		—		18.53		(16.18)		1.27		1.27		1.27		(0.41)		3,377		108
12-31-17		23.76		(0.09)		4.31		4.22		—		1.59		—		1.59		—		26.39		18.25		1.27		1.27		1.27		(0.33)		5,277		85
12-31-16		23.21		(0.04)		2.79		2.75		—		2.20		—		2.20		—		23.76		12.95		1.30		1.27		1.27		(0.20)		5,192		73
12-31-15		26.46		(0.12)		(0.38)		(0.50)		—		2.75		—		2.75		—		23.21		(1.31)		1.38		1.28		1.28		(0.49)		4,454		55
12-31-14		27.84		(0.11)		1.30		1.19		—		2.57		—		2.57		—		26.46		5.19		1.38		1.28		1.28		(0.43)		4,649		33

(1)

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

(2)

Annualized for periods less than one year.

(3)

Ratios reflect operating expenses of a Portfolio. Expenses before reductions/additions do not reflect amounts reimbursed or recouped by the Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor or recoupment of previously reimbursed fees by the Investment Adviser, but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.

(4)

Ratios do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

(5)

Commencement of operations.

•

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

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

See Accompanying Notes to Financial Statements

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NOTES TO FINANCIAL STATEMENTS as of December 31, 2018

NOTE 1 — ORGANIZATION

Voya Variable Products Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and was organized as a Massachusetts business trust on December 17, 1933. There are two active separate investment series (each a “Portfolio” and collectively the “Portfolios”) that comprise the Trust: Voya MidCap Opportunities Portfolio (“MidCap Opportunities”) and Voya SmallCap Opportunities Portfolio (“SmallCap Opportunities”), each a diversified series of the Trust. The investment objective of the Portfolios is described in the respective Portfolio’s Prospectus.

The classes of shares included in this report are: Adviser Class (“Class ADV”), Class I, Class R6, Class S, and Service 2 Class (“Class S2”). With the exception of class specific matters, each class has equal voting rights as to voting privileges. For class specific proposals, only the applicable class would have voting privileges. The classes differ principally in the applicable distribution and shareholder service fees. Generally, shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders are allocated the common expenses of a portfolio and earn income and realized gains/losses from a portfolio pro rata based on the daily ending net assets of each class, without distinction between share classes. Expenses that are specific to a portfolio or a class are charged directly to that portfolio or class. Other operating expenses shared by several portfolios are generally allocated among those portfolios based on average net assets. Distributions are determined separately for each class based on income and expenses allocated to each class. Realized gain distributions are allocated to each class pro rata based on the shares outstanding of each class on the date of distribution. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution and shareholder service fees, if applicable.

Voya Investments, LLC (“Voya Investments” or the “Investment Adviser”), an Arizona limited liability company, serves as the Investment Adviser to the Portfolios. Voya Investment Management Co. LLC (“Voya IM” or the “Sub-Adviser”), a Delaware limited liability company, serves as the Sub-Adviser to the Portfolios. Voya Investments Distributor, LLC (“VID” or the “Distributor”), a Delaware limited liability company, serves as the principal underwriter to the Portfolios.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are consistently followed by the Portfolios in the preparation of their financial statements. Each Portfolio is considered an

investment company under U.S. generally accepted accounting principles (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies.

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

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

When a market quotation is not readily available or is deemed unreliable, each Portfolio will determine a fair

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NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

value for the relevant asset in accordance with procedures adopted by the Portfolios’ Board of Trustees (“Board”). Such procedures provide, for example, that: (a) Exchange-traded securities are valued at the mean of the closing bid and ask; (b) Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data; (c) Securities traded in the over-the-counter (“OTC”) market are valued based on prices provided by independent pricing services or market makers; (d) Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes; (e) Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse; (f) OTC swap agreements are valued using a price provided by an independent pricing service; (g) Forward foreign currency exchange contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and each Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service; and (h) Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers.

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

Foreign securities’ (including forward foreign currency exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of Market Close. If market quotations are available and believed to be reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before Market Close, closing market quotations may become unreliable. An independent pricing service determines the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of Market Close. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current

value will be valued by the independent pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed and Market Close. Multiple factors may be considered by the independent pricing service in determining the value of such securities and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures.

All other assets for which market quotations are not readily available or became unreliable (or if the above fair valuation methods are unavailable or determined to be unreliable) are valued at fair value as determined in good faith by or under the supervision of the Board following procedures approved by the Board. The Board has delegated to the Investment Adviser responsibility for overseeing the implementation of the Portfolios’ valuation procedures; a “Pricing Committee” comprised of employees of the Investment Adviser or its affiliates has responsibility for applying the fair valuation methods set forth in the procedures and, if a fair valuation cannot be determined pursuant to the fair valuation methods, determining the fair value of assets held by the Portfolios. Issuer specific events, transaction price, position size, nature and duration of restrictions on disposition of the security, market trends, bid/ask quotes of brokers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value. Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. Because of the inherent uncertainties of fair valuation, the values used to determine each Portfolio’s NAV may materially differ from the value received upon actual sale of those investments. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in each Portfolio.

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

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NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Portfolios’ investments under these levels of classification is included following the Portfolio of Investments.

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

B. Securities Transactions and Revenue Recognition. Securities transactions are accounted for on the trade date. Realized gains and losses are reported on the basis of identified cost of securities sold. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date, or for certain foreign securities, when the information becomes available to the Portfolios. Premium amortization and discount accretion are determined by the effective yield method.

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

(1)

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

(2)

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

Although the net assets and the market values are presented at the foreign exchange rates at Market Close, the Portfolios do 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 Statements 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 tax reclaims recorded on the Portfolios’ books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities. The foregoing risks are even greater with respect to securities of issuers in emerging markets.

D. Distributions to Shareholders. The Portfolios record distributions to their shareholders on the ex-dividend date. Dividends from net investment income are declared and paid quarterly by each Portfolio. Each Portfolio distributes capital gains, if any, annually. The Portfolios may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. The characteristics of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from GAAP for investment companies.

E. Federal Income Taxes. It is the policy of each Portfolio 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 Portfolios’ 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.

The Portfolios may utilize equalization accounting for tax purposes, whereby a portion of redemption payments are treated as distributions of income or gain.

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

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NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

G. Repurchase Agreements. Each Portfolio may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. Each Portfolio will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invested by a Portfolio. The underlying collateral is valued daily on a mark-to-market basis to assure that the value, including accrued interest, is at least equal to the repurchase price. If the seller defaults, a Portfolio might incur a loss or delay in the realization of proceeds if the value of the security collateralizing the repurchase agreement declines, and may incur disposition costs in liquidating the collateral.

H. Securities Lending. Each Portfolio may temporarily loan up to 33% of its total assets to brokers, dealers or other financial institutions in exchange for a negotiated lender’s fee. Securities lending involves two primary risks: “investment risk” and “borrower default risk.” When lending securities, the Portfolios will receive cash or U.S. government securities as collateral. Investment risk is the risk that the Portfolios will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that the Portfolios will lose money due to the failure of a borrower to return a borrowed security. Loans are subject to termination at the option of the borrower or the Portfolios. Securities lending may result in leverage. The use of leverage may exaggerate any increase or decrease in the NAV, causing the Portfolios to be more volatile. The use of leverage may increase expenses and increase the impact of the Portfolios’ other risks.

I. Illiquid and Restricted Securities. Each Portfolio may not invest more than 15% of its net assets in illiquid securities. Illiquid securities are not readily marketable. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for a Portfolio to sell them promptly at an acceptable price. Restricted securities are those sold under Rule 144A of the Securities Act of 1933, as amended (“1933 Act”) or are securities offered pursuant to Section 4(a)(2) of the 1933 Act, and are subject to legal or contractual restrictions on resale and may not be

publicly sold without registration under the 1933 Act. Certain restricted securities may be considered liquid pursuant to guidelines approved by the Board or may be deemed to be illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the securities are valued based upon their fair value determined in good faith under procedures approved by the Board.

Securities that are not registered for sale to the public under the 1933 Act are referred to as “restricted securities.” These securities may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. Many times these securities are subject to legal or contractual restrictions on resale. As a result of the absence of a public trading market, the prices of these securities may be more volatile, less liquid and more difficult to value than publicly traded securities. The price realized from the sale of these securities could be less than the amount originally paid or less than their fair value if they are resold in privately negotiated transactions. In addition, these securities may not be subject to disclosure and other investment protection requirements that are afforded to publicly traded securities. Certain investments may include investment in smaller, less seasoned issuers, which may involve greater risk.

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

NOTE 3 — INVESTMENT TRANSACTIONS

For the year ended December 31, 2018, the cost of purchases and the proceeds from the sales of securities, excluding short-term securities, were as follows:

	Purchases			Sales
MidCap Opportunities		$	2,115,183,278		$	2,417,699,430
SmallCap Opportunities			428,520,459			458,443,980

NOTE 4 — INVESTMENT MANAGEMENT FEES

The Portfolios have entered into an investment management agreement (“Management Agreement”) with the Investment Adviser. The Investment Adviser has overall responsibility for the management of the Portfolios. The Investment Adviser oversees all investment management and portfolio management services for the Portfolios and assists in managing and supervising all aspects of the

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NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 4 — INVESTMENT MANAGEMENT FEES (continued)

general day-to-day business activities and operations of the Portfolios, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services. This Management Agreement compensates the Investment Adviser with a management fee, computed daily and payable monthly, based on the average daily net assets of each Portfolio, at the following annual rates:

	MidCap Opportunities			0.85% on the first $250 million; 0.80% on the next $400 million; 0.75% on the next $450 million; and 0.70% in excess of $1.1 billion
	SmallCap Opportunities			0.85% on the first $250 million; 0.80% on the next $250 million; 0.75% on the next $250 million; 0.70% on the next $250 million; and 0.65% in excess of $1 billion

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

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Class ADV and Class S2 shares of the respective Portfolios are subject to a shareholder service and distribution plan (the “Plan”). Under the Plan, the Distributor is paid an annual shareholder service fee at the rate of 0.25% of the average daily net assets attributable to its Class ADV and Class S2 shares. The Distributor is paid an annual distribution fee at the rate of 0.25% of the average daily net assets attributable to its Class ADV shares and the Distributor is paid an annual distribution fee at the rate of 0.15% of the average daily net assets attributable to its Class S2 shares.

Class S shares of the Portfolios are subject to a shareholder services plan (the “Shareholder Services Plan”). Under the Shareholder Services Plan, each Portfolio pays the Distributor a fee calculated at an annual rate of 0.25% of average daily net assets attributable to its Class S shares as compensation for services the Distributor provides and expenses it bears in connection with shareholder services rendered to Portfolio shareholders and the maintenance of shareholders’ accounts.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2018, the following direct or indirect, wholly-owned subsidiaries of Voya Financial, Inc. or other related/affiliated party owned more than 5% of the following Portfolios:

Entity	Portfolio	Percentage
ReliaStar Life Insurance Company	SmallCap Opportunities		10.09%
Voya Institutional Trust Company	MidCap Opportunities		12.60
Voya Institutional Trust Company	SmallCap Opportunities		35.07
Voya Insurance and Annuity Company	MidCap Opportunities		41.11
Voya Insurance and Annuity Company	SmallCap Opportunities		9.45
Voya Retirement Insurance and Annuity Company	MidCap Opportunities		31.63
Voya Retirement Insurance and Annuity Company	SmallCap Opportunities		43.36

Under the 1940 Act, the direct or indirect beneficial owner of more than 25% of the voting securities of a company (including a fund) is presumed to control such company. Companies under common control (e.g., companies with a common owner of greater than 25% of their respective voting securities) are affiliates under the 1940 Act.

The Investment Adviser may direct the Portfolios’ Sub-Adviser to use its best efforts (subject to obtaining best execution of each transaction) to allocate a Portfolio’s equity security transactions through certain designated broker-dealers. The designated broker-dealer, in turn, will reimburse a portion of the brokerage commissions to pay certain expenses of that Portfolio. Any amounts credited to the Portfolios are reflected as brokerage commission recapture on the accompanying Statements of Operations.

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

NOTE 7 — EXPENSE LIMITATION AGREEMENTS

The Investment Adviser has entered into a written expense limitation agreement (“Expense Limitation Agreement”)

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NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 7 — EXPENSE LIMITATION AGREEMENTS (continued)

with each Portfolio whereby the Investment Adviser has agreed to limit the expenses excluding interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and acquired fund fees and expenses to the levels listed below:

Portfolio	Class ADV		Class I		Class R6		Class S		Class S2
MidCap Opportunities(1)		1.40%		0.90%		0.90%		1.10%		1.30%
SmallCap Opportunities		1.42%		0.92%		0.92%		1.17%		1.32%

(1)

Pursuant to a side letter agreement, through May 1, 2019, the Investment Adviser has further lowered the expense limits for MidCap Opportunities to 1.16%, 0.66%, 0.66%, 0.91%, and 1.06% for Class ADV, Class I, Class R6, Class S, and Class S2, respectively. Any fees waived pursuant to the side letter agreement shall not be eligible for recoupment. Termination or modification of this obligation requires approval by the Board.

Unless otherwise specified above, the Investment Adviser may at a later date recoup from a Portfolio for fees waived and/or other expenses reimbursed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, a Portfolio’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 Statements of Operations. Amounts payable by the Investment Adviser are reflected on the accompanying Statements of Assets and Liabilities.

As of December 31, 2018, the Portfolios did not have any amount of waived and/or reimbursed fees that would be subject to possible recoupment by the Investment Adviser.

The Expense Limitation Agreement is contractual through May 1, 2019 and shall renew automatically for one-year terms. Termination or modification of this obligation requires approval by the Board.

NOTE 8 — LINE OF CREDIT

Effective May 18, 2018, each Portfolio, in addition to certain other funds managed by the Investment Adviser, has entered into a 364-day unsecured committed revolving line of credit agreement (the “Credit Agreement”) with The Bank of New York Mellon (“BNY”) for an aggregate amount of $400,000,000 through May 17, 2019. The proceeds may be used only to finance temporarily: (1) the purchase or sale of investment securities; or (2) the repurchase or redemption of shares of a Portfolio or certain other funds managed by the Investment Adviser. The funds to which the line of credit is available pay a commitment fee equal to 0.15% per annum on the daily unused portion of the committed line amount payable quarterly in arrears. Prior to May 18, 2018, the predecessor line of credit was for an aggregate amount of $400,000,000 and paid a commitment fee equal to 0.15% per annum on the daily unused portion of the committed line amount through May 18, 2018.

Borrowings under the Credit Agreement accrue interest at the federal funds rate plus a specified margin. Repayments generally must be made within 60 days after the date of a revolving credit advance.

The following Portfolios utilized the line of credit during the year ended December 31, 2018:

Portfolio	Days Utilized		Approximate Average Daily Balance For Days Utilized			Approximate Weighted Average Interest Rate For Days Utilized
MidCap Opportunities		6		$	14,144,000		2.70%
SmallCap Opportunities		8			625,625		2.92

NOTE 9 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Shares sold		Shares issued in merger		Reinvestment of distributions		Shares redeemed		Net increase (decrease) in shares outstanding		Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed		Net increase (decrease)
Year or period ended	#		#		#		#		#		($)		($)		($)		($)		($)
MidCap Opportunities
Class ADV
12/31/2018		715,488		—		1,394,853		(1,965,039)		145,302		9,237,334		—		17,402,459		(25,706,390)		933,403
12/31/2017		484,679		2,740,952		633,259		(1,910,416)		1,948,474		6,088,686		33,713,482		7,681,471		(23,886,979)		23,596,660
Class I
12/31/2018		5,122,193		—		6,019,748		(14,545,251)		(3,403,310)		73,426,441		—		82,330,301		(210,383,019)		(54,626,277)
12/31/2017		15,479,447		7,443,207		2,619,029		(9,597,558)		15,944,125		208,288,620		98,961,549		34,348,824		(130,609,352)		210,989,641

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NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 9 — CAPITAL SHARES (continued)

	Shares sold		Shares issued in merger		Reinvestment of distributions		Shares redeemed		Net increase (decrease) in shares outstanding		Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed		Net increase (decrease)
Year or period ended	#		#		#		#		#		($)		($)		($)		($)		($)
MidCap Opportunities (continued)
Class R6
12/31/2018		2,111,222		—		172,567		(277,275)		2,006,514		30,338,327		—		2,360,445		(3,958,719)		28,740,053
12/31/2017		636,714		—		21,383		(49,282)		608,815		8,711,755		—		280,384		(670,595)		8,321,544
Class S
12/31/2018		1,720,216		—		8,025,222		(12,892,086)		(3,146,648)		22,855,393		—		103,014,216		(173,795,518)		(47,925,909)
12/31/2017		3,144,704		52,628,516		2,303,050		(21,991,721)		36,084,549		39,758,801		662,725,790		28,581,137		(281,284,612)		449,781,116
Class S2
12/31/2018		241,942		—		408,095		(724,579)		(74,542)		3,234,063		—		5,185,374		(9,561,225)		(1,141,788)
12/31/2017		133,101		4,894,316		59,085		(2,291,844)		2,794,658		1,692,017		61,154,994		727,936		(28,721,541)		34,853,406
SmallCap Opportunities
Class ADV
12/31/2018		289,958		—		578,757		(580,953)		287,762		6,612,074		—		13,717,553		(14,066,775)		6,262,852
12/31/2017		319,335		—		195,961		(384,478)		130,818		7,930,305		—		4,748,122		(9,544,779)		3,133,648
Class I
12/31/2018		861,956		—		1,403,552		(1,692,287)		573,221		24,985,149		—		37,475,144		(45,763,227)		16,697,066
12/31/2017		1,472,502		—		581,437		(3,732,627)		(1,678,688)		40,078,837		—		15,503,476		(100,613,600)		(45,031,287)
Class R6
12/31/2018		351,736		—		182,726		(359,549)		174,913		10,161,885		—		4,878,536		(9,841,868)		5,198,553
12/31/2017		850,750		—		37,603		(108,346)		780,007		23,245,072		—		1,002,211		(2,988,088)		21,259,195
Class S
12/31/2018		455,235		—		365,061		(595,212)		225,084		11,242,207		—		9,040,597		(15,534,406)		4,748,398
12/31/2017		173,564		—		155,524		(914,555)		(585,467)		4,472,866		—		3,898,981		(23,513,780)		(15,141,933)
Class S2
12/31/2018		26,414		—		32,223		(76,278)		(17,641)		704,773		—		776,349		(1,934,699)		(453,577)
12/31/2017		23,526		—		13,231		(55,344)		(18,587)		589,384		—		324,819		(1,401,353)		(487,150)

NOTE 10 — SECURITIES LENDING

Under a Master Securities Lending Agreement (the “Agreement”) with BNY, the Portfolios can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. government securities. The collateral must be equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The market value of the loaned securities is determined at Market Close of the Portfolios at their last sale price or official closing price on the principal exchange or system on which they are traded and any additional collateral is delivered to the Portfolios on the next business day. The cash collateral received is invested in approved investments as defined in the Agreement with BNY. The Portfolios bear the risk of loss with respect to the investment of collateral with the following exception: BNY provides the Portfolios indemnification from loss with respect to the investment of collateral provided that the cash collateral is invested solely in overnight repurchase agreements.

The cash collateral is invested in overnight repurchase agreements that are collateralized at 102% with securities issued or fully guaranteed by the U.S. Treasury; U.S. government or any agency, instrumentality or authority of the U.S. government. The securities purchased with cash collateral received are reflected in the Portfolio of Investments under Securities Lending Collateral.

Generally, in the event of counterparty default, the Portfolios have the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower’s failure to return a loaned security; however, there would be a potential loss to the Portfolios in the event the Portfolios are delayed or prevented from exercising their right to dispose of the collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in the Portfolios.

TABLE OF CONTENTS

NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 10 — SECURITIES LENDING (continued)

The following tables represent a summary of the Portfolios’ securities lending agreements by counterparty which are subject to offset under the Agreement as of December 31, 2018:

MidCap Opportunities

Counterparty	Securities Loaned at Value			Cash Collateral Received(1)			Net Amount
Citadel Securities LLC		$	241,427		$	(241,427)		$	—
HSBC Bank PLC			7,243,305			(7,243,305)			—
Natixis Securities America LLC			7,306			(7,306)			—
Nomura Securities International, Inc.			133,322			(133,322)			—
Total		$	7,625,360		$	(7,625,360)		$	—

(1)

Collateral with a fair value of $7,809,049 has been received in connection with the above securities lending transactions. Excess collateral received from the individual counterparty is not shown for financial reporting purposes.

SmallCap Opportunities

Counterparty	Securities Loaned at Value			Cash Collateral Received(1)			Net Amount
BMO Capital Markets Corp		$	531,404		$	(531,404)		$	—
Citadel Securities LLC			461,546			(461,546)			—
Citadel Clearing LLC			735,112			(735,112)			—
Citigroup Global Markets Inc.			85,298			(85,298)			—
Credit Suisse Securities (USA) LLC			236,900			(236,900)			—
Goldman, Sachs & Co. LLC			2,576,580			(2,576,580)			—
HSBC Bank PLC			924,700			(924,700)			—
J.P. Morgan Securities LLC			66,883			(66,883)			—
Janney Montgomery Scott LLC			91,377			(91,377)			—
Mizuho Securities USA LLC.			104,783			(104,783)			—
Morgan Stanley & Co. LLC			391,369			(391,369)			—
National Financial Services LLC			175,640			(175,640)			—
Natixis Securities America LLC			4,312			(4,312)			—
Nomura Securities International, Inc.			1,186,250			(1,186,250)			—
RBC Dominion Securities Inc			581,711			(581,711)			—
Scotia Capital (USA) INC			3,265,230			(3,265,230)			—
Wells Fargo Bank NA			1,865,370			(1,865,370)			—
Total		$	13,284,465		$	(13,284,465)		$	—

(1)

Collateral with a fair value of $13,644,923 has been received in connection with the above securities lending transactions. Excess collateral received from the individual counterparty is not shown for financial reporting purposes.

NOTE 11 — REORGANIZATIONS

On July 14, 2017, MidCap Opportunities (“Acquiring Portfolio”) acquired all of the assets and assumed all liabilities of VY® FMR® Diversified Mid Cap Portfolio (“Acquired Portfolio”), an open-end investment company that is not included in this report, in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan of reorganization approved by the shareholders of the Acquired Portfolio on June 22, 2017. For financial reporting purposes, assets received and shares issued by the Acquiring Portfolio were recorded at fair value; however, the cost basis of the investments received from the Acquired Portfolio were carried forward to align ongoing reporting of the Acquiring Portfolio’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

Assuming the acquisition had been completed on January 1, 2017, the beginning of the annual reporting period of the Acquiring Portfolio, the Acquiring Portfolio’s pro forma results of operations for the year ended December 31, 2017, are as follows:

Net investment income	$	2,013,417
Net realized and unrealized gain on investments	$	439,655,012
Net increase in net assets resulting from operations	$	441,668,429

Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the Acquired Portfolio that have been included in the Acquiring Portfolio’s statement of operations since July 14, 2017. Net assets and unrealized appreciation or depreciation as of the reorganization date were as follows:

	Total Net Assets of Acquired Portfolio (000s)			Total Net Assets of Acquiring Portfolio (000s)						Acquired Portfolio’s Capital Loss Carryforwards (000s)						Acquired Portfolio’s Unrealized Appreciation (000s)						Portfolios’ Conversion Ratio
	$856,556				$	1,247,553					$	0					$	36,383						1.0371

The net assets of the Acquiring Portfolio after the acquisition of the Acquired Portfolio were $2,104,108,860.

NOTE 12 — SECURITIES LENDING SETTLEMENT

In February 2018, Voya Investments and Directed Services LLC (collectively, the “Respondent”) entered into a settlement agreement (the “Settlement”) with the Securities and Exchange Commission related to certain securities lending practices employed within various insurance-dedicated Voya mutual funds. The Respondent paid disgorgement, prejudgment interest and a civil money

TABLE OF CONTENTS

NOTES TO FINANCIAL STATEMENTS as of December 31, 2018 (continued)

NOTE 12 — SECURITIES LENDING SETTLEMENT (continued)

penalty of $3,647,469, including payments to the impacted mutual funds totaling $2,024,355. During the year ended December 31, 2018, MidCap Opportunities received a payment of $100,100 related to the Settlement and such amount is recorded in Settlement Income in the accompanying Statements of Operations.

NOTE 13 — 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 GAAP for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.

Dividends paid by the Portfolios 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:

	Year Ended December 31, 2018						Year Ended December 31, 2017
	Ordinary Income			Long-term Capital Gains			Ordinary Income			Long-term Capital Gains
MidCap Opportunities		$	69,329,269		$	140,963,860		$	876,914		$	70,743,018
SmallCap Opportunities			19,548,264			46,339,915			222,405			25,255,204

The tax-basis components of distributable earnings as of December 31, 2018 were:

	Undistributed Ordinary Income			Undistributed Long-term Capital Gains			Unrealized Appreciation/ (Depreciation)
MidCap Opportunities		$	111,506,428		$	122,333,311		$	(89,940,230)
SmallCap Opportunities			12,310,029			33,537,120			(57,490,169)

At December 31, 2018, the Portfolios did not have any capital loss carryovers for U.S. federal income tax purposes.

The Portfolios’ major tax jurisdictions are U.S. federal, Arizona state, and Massachusetts state.

As of December 31, 2018, no provision for income tax is required in the Portfolios’ financial statements as a result of

tax positions taken on federal and state income tax returns for open tax years. The Portfolios’ 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. The earliest tax year that remains subject to examination by these jurisdictions is 2014.

Prior to the reclassification of distributions on the Statement of Changes in Net Assets, the characteristics of distributions for the year ended December 31, 2017 were as follows:

	MidCap Opportunities			SmallCap Opportunities
Distributions from net investment income:
Class I		$	(873,424)		$	(213,618)
Class R6			(3,353)			(8,787)
		$	(876,777)		$	(222,405)
Distributions from net realized gains:
Class ADV		$	(7,681,471)		$	(4,748,122)
Class I			(33,475,401)			(15,289,858)
Class R6			(277,211)			(993,424)
Class S			(28,581,136)			(3,898,981)
Class S2			(727,936)			(324,819)
		$	(70,743,155)		$	(25,255,204)
Undistributed (distributions in excess of) net investment income or accumulated net investment loss at end of year		$	(75,928)		$	(8,686)

NOTE 14 — OTHER ACCOUNTING PRONOUNCEMENTS

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization On Purchased Callable Debt Securities (“ASU 2017-08”). The update shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. ASU 2017-08 will be effective for interim and annual periods beginning after December 15, 2018.

Also, in August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. ASU 2018-13 will be effective for annual periods beginning after December 15, 2019. As of December 31, 2018,

TABLE OF CONTENTS

SUMMARY PORTFOLIO OF INVESTMENTS

Voya MidCap Opportunities Portfolio

as of December 31, 2018

Shares				Value			Percentage of Net Assets
COMMON STOCK: 96.7%
			Communication Services: 4.3%
	328,060	(1)	Electronic Arts, Inc.		$	25,887,214		1.5
	660,475	(1)	Live Nation Entertainment, Inc.			32,528,394		1.8
	239,036	(2)	World Wrestling Entertainment, Inc.			17,860,770		1.0
						76,276,378		4.3
			Consumer Discretionary: 16.5%
	972,316		Aramark			28,167,995		1.6
	28,239	(1)	Autozone, Inc.			23,673,883		1.3
	504,124		Brunswick Corp.			23,416,560		1.3
	167,837	(1)	Burlington Stores, Inc.			27,302,045		1.5
	129,415		Domino’s Pizza, Inc.			32,093,626		1.8
	581,021		Hilton Worldwide Holdings, Inc.			41,717,308		2.4
	150,046	(1)	O’Reilly Automotive, Inc.			51,665,339		2.9
	453,167		Ross Stores, Inc.			37,703,494		2.1
	560,462		Other Securities			27,381,242		1.6
						293,121,492		16.5
			Consumer Staples: 3.3%
	205,813		Hershey Co.			22,059,037		1.2
	438,490	(1)	Monster Beverage Corp.			21,582,478		1.2
	235,577		Other Securities			15,491,544		0.9
						59,133,059		3.3
			Energy: 1.4%
	384,067	(3)	Other Securities			24,214,364		1.4
			Financials: 6.6%
	642,362		E*Trade Financial Corp.			28,186,845		1.6
	307,473		Moody’s Corp.			43,058,519		2.4
	188,398		MSCI, Inc. - Class A			27,775,517		1.6
	296,152		Progressive Corp.			17,866,850		1.0
	5,327		Other Securities			381,200		0.0
						117,268,931		6.6
			Health Care: 14.6%
	318,462	(1)	BioMarin Pharmaceutical, Inc.			27,117,039		1.5
	343,208	(1)	Centene Corp.			39,571,882		2.2
	172,526	(1)	Charles River Laboratories International, Inc.			19,526,493		1.1
	254,418	(1)	Edwards Lifesciences Corp.			38,969,205		2.2
	380,093	(1)(2)	Exact Sciences Corp.			23,983,868		1.4
	106,502	(1)	ICU Medical, Inc.			24,456,054		1.4
	117,292	(1)	Idexx Laboratories, Inc.			21,818,658		1.2
	209,675	(1)	Jazz Pharmaceuticals PLC			25,991,313		1.5
	194,489	(1)	PRA Health Sciences, Inc.			17,885,209		1.0
	203,265	(1)	Veeva Systems, Inc.			18,155,630		1.0
	54,534	(3)	Other Securities			2,244,333		0.1
						259,719,684		14.6

Shares				Value			Percentage of Net Assets
COMMON STOCK: (continued)
			Industrials: 15.2%
	493,824		Ametek, Inc.		$	33,431,885		1.9
	460,855		Ingersoll-Rand PLC - Class A			42,043,802		2.4
	453,278		KAR Auction Services, Inc.			21,630,426		1.2
	152,366		L3 Technologies, Inc.			26,459,880		1.5
	1,080,272		Quanta Services, Inc.			32,516,187		1.8
	308,080		Spirit Aerosystems Holdings, Inc.			22,209,487		1.3
	247,633		Waste Connections, Inc.			18,386,750		1.0
	220,009		Waste Management, Inc.			19,578,601		1.1
	133,317		WW Grainger, Inc.			37,643,388		2.1
	281,146	(3)	Other Securities			15,036,502		0.9
						268,936,908		15.2
			Information Technology: 29.6%
	220,298		Amphenol Corp.			17,848,544		1.0
	692,048	(1)	Black Knight, Inc.			31,183,683		1.8
	387,799		Broadridge Financial Solutions, Inc. ADR			37,325,654		2.1
	375,935		Citrix Systems, Inc.			38,518,300		2.2
	198,260	(1)	EPAM Systems, Inc.			23,000,143		1.3
	448,841		Fidelity National Information Services, Inc.			46,028,645		2.6
	691,647	(1)	Fiserv, Inc.			50,829,138		2.9
	414,931		Flir Systems, Inc.			18,066,096		1.0
	585,001	(1)	Fortinet, Inc.			41,201,620		2.3
	622,747	(1)	GoDaddy, Inc.			40,864,658		2.3
	136,714		Lam Research Corp.			18,616,345		1.0
	432,186		Maxim Integrated Products			21,976,658		1.2
	321,758		Motorola Solutions, Inc.			37,015,040		2.1
	207,840	(1)	Proofpoint, Inc.			17,419,071		1.0
	1,366,857	(1)	Pure Storage, Inc.			21,979,061		1.2
	202,579	(1)	Splunk, Inc.			21,240,408		1.2
	396,322	(1)	Synopsys, Inc.			33,386,165		1.9
	128,785	(4)	Other Securities			9,262,217		0.5
						525,761,446		29.6
			Materials: 2.8%
	252,303		Packaging Corp. of America			21,057,208		1.2
	1,051,813	(3)	Other Securities			27,578,553		1.6
						48,635,761		2.8
			Real Estate: 2.4%
	307,864		Equity Lifestyle Properties, Inc.			29,902,830		1.7
	141,635		Other Securities			12,815,135		0.7
						42,717,965		2.4
			Total Common Stock (Cost $1,793,160,880)			1,715,785,988		96.7

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

SUMMARY PORTFOLIO OF INVESTMENTS

Voya MidCap Opportunities Portfolio

as of December 31, 2018 (continued)

Principal Amount†			Value			Percentage of Net Assets
SHORT-TERM INVESTMENTS: 3.2%
		Securities Lending Collateral(5): 0.4%
	1,855,189	Cantor Fitzgerald Securities, Repurchase Agreement dated 12/31/18, 3.35%, due 01/02/19 (Repurchase Amount $1,855,530, collateralized by various U.S. Government/U.S. Government Agency Obligations, 0.000%-10.000%, Market Value plus accrued interest $1,892,293, due 01/25/19-10/20/68)		$	1,855,189		0.1
	1,855,189	Daiwa Capital Markets, Repurchase Agreement dated 12/31/18, 3.05%, due 01/02/19 (Repurchase Amount $1,855,499, collateralized by various U.S. Government Agency Obligations, 2.000%-6.500%, Market Value plus accrued interest $1,892,293, due 01/25/19-02/01/49)			1,855,189		0.1
	388,293	Mizuho Securities USA LLC, Repurchase Agreement dated 12/31/18, 2.92%, due 01/02/19 (Repurchase Amount $388,355, collateralized by various U.S. Government Securities, 1.875%-2.625%, Market Value plus accrued interest $396,059, due 02/29/24-09/09/49)			388,293		0.0
	1,855,189	Nomura Securities, Repurchase Agreement dated 12/31/18, 3.00%, due 01/02/19 (Repurchase Amount $1,855,494, collateralized by various U.S. Government/U.S. Government Agency Obligations, 0.000%-7.500%, Market Value plus accrued interest $1,892,293, due 01/03/19-11/20/68)			1,855,189		0.1

Principal Amount†			Value			Percentage of Net Assets
SHORT-TERM INVESTMENTS: (continued)
		Securities Lending Collateral(5) (continued)
	1,855,189	RBC Dominion Securities Inc., Repurchase Agreement dated 12/31/18, 3.02%, due 01/02/19 (Repurchase Amount $1,855,496, collateralized by various U.S. Government Agency Obligations, 3.000%- 7.000%, Market Value plus accrued interest $1,892,293, due 10/01/25-10/20/48)		$	1,855,189		0.1
					7,809,049		0.4

Shares				Value			Percentage of Net Assets
			Mutual Funds: 2.8%
	48,776,000	(6)	Goldman Sachs Financial Square Government Fund - Institutional Shares, 2.340% (Cost $48,776,000)			48,776,000		2.8
			Total Short-Term Investments (Cost $56,585,049)			56,585,049		3.2
			Total Investments in Securities (Cost $1,849,745,929)		$	1,772,371,037		99.9
			Assets in Excess of Other Liabilities			1,776,101		0.1
			Net Assets		$	1,774,147,138		100.0

“Other Securities” represents issues not identified as the top 50 holdings in terms of market value and issues or issuers not exceeding 1% of net assets individually or in aggregate respectively as of December 31, 2018.

The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.

†

Unless otherwise indicated, principal amount is shown in USD.

ADR

American Depositary Receipt

(1)

Non-income producing security.

(2)

Security, or a portion of the security, is on loan.

(3)

The grouping contains non-income producing securities.

(4)

The grouping contains securities on loan.

(5)

Represents securities purchased with cash collateral received for securities on loan.

(6)

Rate shown is the 7-day yield as of December 31, 2018.

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

SUMMARY PORTFOLIO OF INVESTMENTS

Voya MidCap Opportunities Portfolio

as of December 31, 2018 (continued)

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of December 31, 2018 in valuing the assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Fair Value at December 31, 2018
Asset Table
Investments, at fair value
Common Stock*		$	1,715,785,988		$	—		$	—		$	1,715,785,988
Short-Term Investments			48,776,000			7,809,049			—			56,585,049
Total Investments, at fair value		$	1,764,561,988		$	7,809,049		$	—		$	1,772,371,037

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

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

At December 31, 2018, the aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments at year end were:

Cost for federal income tax purposes was $1,862,311,195.

Net unrealized depreciation consisted of:

Gross Unrealized Appreciation	$	103,692,742
Gross Unrealized Depreciation		(193,632,972)
Net Unrealized Depreciation	$	(89,940,230)

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

SUMMARY PORTFOLIO OF INVESTMENTS

Voya SmallCap Opportunities Portfolio

as of December 31, 2018

Shares				Value			Percentage of Net Assets
COMMON STOCK: 97.2%
			Communication Services: 2.0%
	353,380	(1)	Vonage Holdings Corp.		$	3,085,008		1.0
	189,487	(2)	Other Securities			3,195,240		1.0
						6,280,248		2.0
			Consumer Discretionary: 17.3%
	160,155		Bloomin Brands, Inc.			2,865,173		0.9
	33,158		Childrens Place, Inc./The			2,987,204		0.9
	206,194		Dana, Inc.			2,810,424		0.9
	82,849	(1)	Eldorado Resorts, Inc.			2,999,962		0.9
	64,381	(1)	Etsy, Inc.			3,062,604		1.0
	33,185	(1)	Five Below, Inc.			3,395,489		1.1
	33,831	(1)	iRobot Corp.			2,833,008		0.9
	52,082	(1)	Ollie’s Bargain Outlet Holdings, Inc.			3,463,974		1.1
	20,235	(1)	Stamps.com, Inc.			3,149,376		1.0
	1,013,701	(2)(3)	Other Securities			27,215,909		8.6
						54,783,123		17.3
			Consumer Staples: 1.2%
	114,883	(1)	Performance Food Group Co.			3,707,274		1.2
			Energy: 1.3%
	318,671	(2)(3)	Other Securities			4,280,029		1.3
			Financials: 10.0%
	50,090		FirstCash, Inc.			3,624,012		1.1
	58,005	(1)	Green Dot Corp.			4,612,558		1.5
	179,796		Home Bancshares, Inc./ Conway AR			2,937,867		0.9
	76,909		Houlihan Lokey, Inc.			2,830,251		0.9
	43,006		Kemper Corp.			2,854,738		0.9
	82,532		Moelis & Co.			2,837,450		0.9
	470,443	(2)	Other Securities			11,974,673		3.8
						31,671,549		10.0
			Health Care: 22.7%
	27,845	(1)	Amedisys, Inc.			3,260,928		1.0
	60,897	(1)	AMN Healthcare Services, Inc.			3,450,424		1.1
	32,482		Hill-Rom Holdings, Inc.			2,876,281		0.9
	62,246	(1)	Medidata Solutions, Inc.			4,196,625		1.3
	76,911	(1)	Merit Medical Systems, Inc.			4,292,403		1.3
	55,542	(1)	Omnicell, Inc.			3,401,392		1.1
	202,643	(1)	Select Medical Holdings Corp.			3,110,570		1.0
	66,905	(1)	Teladoc Health, Inc.			3,316,481		1.0
	147,550	(1)(4)	Wright Medical Group NV			4,016,311		1.3
	1,911,270	(2)(3)	Other Securities			40,151,006		12.7
						72,072,421		22.7
			Industrials: 18.8%
	74,933	(1)	ASGN, Inc.			4,083,848		1.3
	57,656		Brink’s Co.			3,727,460		1.2
	30,823		Curtiss-Wright Corp.			3,147,645		1.0

Shares				Value			Percentage of Net Assets
COMMON STOCK: (continued)
			Industrials (continued)
	59,216		EMCOR Group, Inc.		$	3,534,603		1.1
	77,433	(1)	Generac Holdings, Inc.			3,848,420		1.2
	87,858	(4)	Healthcare Services Group, Inc.			3,530,134		1.1
	43,100		John Bean Technologies Corp.			3,095,011		1.0
	61,706		Simpson Manufacturing Co., Inc.			3,340,146		1.0
	48,735		Watts Water Technologies, Inc.			3,144,870		1.0
	62,361		Woodward, Inc.			4,632,799		1.5
	548,447	(2)	Other Securities			23,669,034		7.4
						59,753,970		18.8
			Information Technology: 16.3%
	140,347	(1)	ACI Worldwide, Inc.			3,883,402		1.2
	20,148	(1)	CACI International, Inc.			2,901,916		0.9
	150,399		Entegris, Inc.			4,195,380		1.3
	79,905	(1)	Envestnet, Inc.			3,930,527		1.2
	122,955	(1)	Evo Payments, Inc.			3,033,300		1.0
	65,220	(1)	ExlService Holdings, Inc.			3,431,876		1.1
	67,260		j2 Global, Inc.			4,666,499		1.5
	74,201	(1)	Lumentum Holdings, Inc.			3,117,184		1.0
	49,900	(1)	Paylocity Holding Corp.			3,004,479		0.9
	61,102	(1)	Q2 Holdings, Inc.			3,027,604		1.0
	68,147	(1)	Semtech Corp.			3,125,903		1.0
	403,348	(2)	Other Securities			13,213,809		4.2
						51,531,879		16.3
			Materials: 4.2%
	453,159	(3)	Other Securities			13,378,660		4.2
			Real Estate: 3.4%
	121,717		Americold Realty Trust			3,108,652		1.0
	45,315		EastGroup Properties, Inc.			4,156,745		1.3
	161,293		Other Securities			3,377,367		1.1
						10,642,764		3.4
			Total Common Stock (Cost $359,253,195)			308,101,917		97.2
EXCHANGE-TRADED FUNDS: 1.7%
	32,053		iShares Russell 2000 Growth ETF			5,384,904		1.7
			Total Exchange-Traded Funds (Cost $5,633,312)			5,384,904		1.7
			Total Long-Term Investments (Cost $364,886,507)			313,486,821		98.9

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

SUMMARY PORTFOLIO OF INVESTMENTS

Voya SmallCap Opportunities Portfolio

as of December 31, 2018 (continued)

Principal Amount†			Value			Percentage of Net Assets
SHORT-TERM INVESTMENTS: 6.4%
		Securities Lending Collateral(5): 4.3%
	456,872	Bank of Nova Scotia, Repurchase Agreement dated 12/31/18, 2.95%, due 01/02/19 (Repurchase Amount $456,946, collateralized by various U.S. Government Securities, 0.000%-8.750%, Market Value plus accrued interest $466,086, due 01/08/19-09/09/49)		$	456,872		0.2
	3,241,357	Cantor Fitzgerald Securities, Repurchase Agreement dated 12/31/18, 3.35%, due 01/02/19 (Repurchase Amount $3,241,952, collateralized by various U.S. Government/U.S. Government Agency Obligations, 0.000%-10.000%, Market Value plus accrued interest $3,306,184, due 01/25/19-10/20/68)			3,241,357		1.0
	222,623	Citigroup, Inc., Repurchase Agreement dated 12/31/18, 3.00%, due 01/02/19 (Repurchase Amount $222,660, collateralized by various U.S. Government Securities, 0.000%-3.125%, Market Value plus accrued interest $227,076, due 01/31/19-09/09/49)			222,623		0.1
	3,241,357	Daiwa Capital Markets, Repurchase Agreement dated 12/31/18, 3.05%, due 01/02/19 (Repurchase Amount $3,241,899, collateralized by various U.S. Government Agency Obligations, 2.000%-6.500%, Market Value plus accrued interest $3,306,184, due 01/25/19-02/01/49)			3,241,357		1.0
	3,241,357	RBC Dominion Securities Inc., Repurchase Agreement dated 12/31/18, 3.02%, due 01/02/19 (Repurchase Amount $3,241,893, collateralized by various U.S. Government Agency Obligations, 3.000%-7.000%, Market Value plus accrued interest $3,306,184, due 10/01/25-10/20/48)			3,241,357		1.0

Principal Amount†			Value			Percentage of Net Assets
SHORT-TERM INVESTMENTS: (continued)
		Securities Lending Collateral(5) (continued)
	3,241,357	State of Wisconsin Investment Board, Repurchase Agreement dated 12/31/18, 3.37%, due 01/02/19 (Repurchase Amount $3,241,956, collateralized by various U.S. Government Securities, 0.125%-3.875%, Market Value plus accrued interest $3,306,236, due 07/15/20-02/15/47)		$	3,241,357		1.0
					13,644,923		4.3

Shares				Value			Percentage of Net Assets
			Mutual Funds: 2.1%
	6,694,000	(6)	Goldman Sachs Financial Square Government Fund - Institutional Shares, 2.340% (Cost $6,694,000)			6,694,000		2.1
			Total Short-Term Investments (Cost $20,338,923)			20,338,923		6.4
			Total Investments in Securities (Cost $385,225,430)		$	333,825,744		105.3
			Liabilities in Excess of Other Assets			(16,906,272)		(5.3)
			Net Assets		$	316,919,472		100.0

The following footnotes apply to either the individual securities noted or one or more of the securities aggregated and listed as a single line item.

†

Unless otherwise indicated, principal amount is shown in USD.

(1)

Non-income producing security.

(2)

The grouping contains non-income producing securities.

(3)

The grouping contains securities on loan.

(4)

Security, or a portion of the security, is on loan.

(5)

Represents securities purchased with cash collateral received for securities on loan.

(6)

Rate shown is the 7-day yield as of December 31, 2018.

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

SUMMARY PORTFOLIO OF INVESTMENTS

Voya SmallCap Opportunities Portfolio

as of December 31, 2018 (continued)

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of December 31, 2018 in valuing the assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Fair Value at December 31, 2018
Asset Table
Investments, at fair value
Common Stock*		$	308,101,917		$	—		$	—		$	308,101,917
Exchange-Traded Funds			5,384,904			—			—			5,384,904
Short-Term Investments			6,694,000			13,644,923			—			20,338,923
Total Investments, at fair value		$	320,180,821		$	13,644,923		$	—		$	333,825,744

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

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

At December 31, 2018, the aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments at year end were:

Cost for federal income tax purposes was $391,315,913.

Net unrealized depreciation consisted of:

Gross Unrealized Appreciation	$	9,433,945
Gross Unrealized Depreciation		(66,924,114)
Net Unrealized Depreciation	$	(57,490,169)

See Accompanying Notes to Financial Statements

TABLE OF CONTENTS

TAX INFORMATION (Unaudited)

Dividends and distributions paid during the year ended December 31, 2018 were as follows:

Portfolio Name	Type	Per Share Amount
Voya MidCap Opportunities Portfolio
Class ADV	NII		$	—
Class I	NII		$	—
Class R6	NII		$	—
Class S	NII		$	—
Class S2	NII		$	—
All Classes	STCG		$	0.4816
All Classes	LTCG		$	0.9792
Voya SmallCap Opportunities Portfolio
Class ADV	NII		$	—
Class I	NII		$	—
Class R6	NII		$	—
Class S	NII		$	—
Class S2	NII		$	—
All Classes	STCG		$	1.3645
All Classes	LTCG		$	3.2346

NII – Net investment income

STCG – Short-term capital gain

LTCG – Long-term capital gain

Of the ordinary distributions made during the year ended December 31, 2018, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:

	Voya MidCap Opportunities Portfolio					16.74%
	Voya SmallCap Opportunities Portfolio					13.31%

The Portfolios designate the following amounts of long-term capital gain distributions as 20% rate long-term capital gain dividends under Internal Revenue Code Section 852(b)(3)(C):

	Voya MidCap Opportunities Portfolio				$	140,963,860
	Voya SmallCap Opportunities Portfolio				$	46,339,915

Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Portfolios. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the federal tax status of the dividends and distributions they received in the calendar year.

TABLE OF CONTENTS

TRUSTEE AND OFFICER INFORMATION (Unaudited)

The business and affairs of the Trust are managed under the direction of the Board. A Trustee, who is not an interested person of the Trust, as defined in the 1940 Act, is an independent trustee (“Independent Trustee”). The Trustees and Officers of the Trust are listed below. The Statement of Additional Information includes additional information about Trustees of the Trust and is available, without charge, upon request at (800) 992-0180.

Name, Address and Age

Position(s)
Held with the
Trust

Term of Office and
Length of Time
Served(1)

Principal
Occupation(s) –
During the Past 5 Years

Number of
funds in
Fund Complex
Overseen by
Trustee(2)

Other Board Positions
Held by Trustee

Independent Trustees*:

Colleen D. Baldwin
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 58

Trustee

November 2007 –
Present

President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present).

150

Dentaquest, Boston, MA (February 2014 – Present); RSR Partners, Inc. (2016 – Present).

John V. Boyer
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 65

Chairperson

Trustee

January 2014 –
Present
January 2005 –
Present

President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – Present).

150

None.

Patricia W. Chadwick
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 70

Trustee

January 2006 –
Present

Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 –
Present).

150

Wisconsin Energy Corporation (June 2006 – Present); The Royce Fund (22 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present).

Martin J. Gavin
7337 East Doubletree Ranch Rd. Suite 100
Scottsdale, AZ 85258
Age: 68

Trustee

August 2015 –
Present

Retired. Formerly, President and Chief Executive Officer, Connecticut Children’s Medical Center (May 2006 – November 2015).

150

None.

Russell H. Jones
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 74

Trustee

May 2013 –
Present

Retired.

150

None.

Joseph E. Obermeyer
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 61

Trustee

May 2013 –
Present

President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present).

150

None.

Sheryl K. Pressler
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 68

Trustee

January 2006 –
Present

Consultant (May 2001 – Present).

150

None.

Christopher P. Sullivan
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 65

Trustee

October 2015 –
Present

Retired.

150

None.

Roger B. Vincent
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 73

Trustee

February 2002 –
Present

Retired.

150

None.

TABLE OF CONTENTS

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

Name, Address and Age

Position(s)
Held with the
Trust

Term of Office and
Length of Time
Served(1)

Principal
Occupation(s) –
During the Past 5 Years

Number of
funds in
Fund Complex
Overseen by
Trustee(2)

Other Board Positions
Held by Trustee

Trustee who is an “interested person”:

Dina Santoro(3)
230 Park Avenue
New York, New York 10169
Age: 45

Trustee

July 2018 – Present

President, Voya Investments, LLC and Voya Capital, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Managing Director, Head of Product and Marketing Strategy, Voya Investment Management (September 2017 – Present). Formerly, Managing Director, Quantitative Management Associates, LLC (January 2004 – August 2017).

150

Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Voya Investments Distributor, LLC (April 2018 – Present).

(1)

Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an “interested person” as defined in the 1940 Act, of each Portfolio (“Independent Trustee”) is subject to the Board’s retirement policy which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Trust under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise comply under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees).

(2)

For the purposes of this table, “Fund Complex” means the Voya family of funds including the following investment companies: Voya Asia Pacific High Dividend Equity Income Fund; Voya Balanced Portfolio, Inc.; Voya Emerging Markets High Dividend Equity Fund; Voya Equity Trust; Voya Funds Trust; Voya Global Advantage and Premium Opportunity Fund; Voya Global Equity Dividend and Premium Opportunity Fund; Voya Government Money Market Portfolio; Voya Infrastructure, Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya International High Dividend Equity Income Fund; Voya Investors Trust; Voya Mutual Funds; Voya Natural Resources Equity Income Fund; Voya Partners, Inc.; Voya Prime Rate Trust; Voya Senior Income Fund; Voya Separate Portfolios Trust; Voya Series Fund, Inc.; Voya Strategic Allocation Portfolios, Inc.; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust. The number of funds in the Fund Complex is as of January 31, 2019.

(3)

Effective July 10, 2018, Ms. Santoro was appointed to the Board of Trustees and is deemed to be an “interested person” of the Trust as defined in the 1940 Act, because of her current affiliation with the Voya funds, Voya Financial, Inc. or Voya Financial, Inc.’s affiliates.

Effective December 31, 2018, Patrick W. Kenny retired as Trustee of the Board.

TABLE OF CONTENTS

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

Name, Address and Age	Position(s) Held With the Trust	Term of Office and Length of Time Served(1)	Principal Occupation(s) – During the Past 5 Years
Michael Bell One Orange Way Windsor, Connecticut 06095 Age: 50	Chief Executive Officer	March 2018 – Present	Chief Executive Officer and Director, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Senior Vice President and Treasurer, Voya Investments Distributor, LLC (November 2015 – Present); Chief Financial Officer, Voya Investment Management (September 2014 – Present). Formerly, Senior Vice President, Chief Financial Officer and Treasurer, Voya Investments, LLC (November 2015 – March 2018); Chief Financial Officer and Chief Accounting Officer, Hartford Investment Management (September 2003 – September 2014).
Dina Santoro 230 Park Avenue New York, New York 10169 Age: 45	President	March 2018 – Present	President and Director, Voya Investments, LLC and Voya Capital, LLC (March 2018 – Present); Director, Voya Funds Services, LLC (March 2018 – Present); Director and Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Managing Director, Head of Product and Marketing Strategy, Voya Investment Management (September 2017 – Present). Formerly, Managing Director, Quantitative Management Associates, LLC (January 2004 – August 2017).
Stanley D. Vyner 230 Park Avenue New York, New York 10169 Age: 68	Executive Vice President Chief Investment Risk Officer	November 1999 – Present September 2009 – Present	Executive Vice President, Voya Investments, LLC (July 2000 – Present) and Chief Investment Risk Officer, Voya Investments, LLC (January 2003 – Present).
James M. Fink 5780 Powers Ferry Road NW Atlanta, Georgia 30327 Age: 60	Executive Vice President	March 2018 – Present	Managing Director, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Chief Administrative Officer, Voya Investment Management (September 2017 – Present). Formerly, Managing Director, Operations, Voya Investment Management (March 1999 – September 2017).
Kevin M. Gleason 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 52	Chief Compliance Officer	February 2012 – Present	Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (February 2012 – Present).
Todd Modic 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 51	Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary	March 2005 – Present	President, Voya Funds Services, LLC (March 2018 – Present) and Senior Vice President, Voya Investments, LLC (April 2005 – Present).
Kimberly A. Anderson 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 54	Senior Vice President	November 2003 – Present	Senior Vice President, Voya Investments, LLC (September 2003 – Present).
Robert Terris 5780 Powers Ferry Road NW Atlanta, Georgia 30327 Age: 48	Senior Vice President	May 2006 – Present	Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (March 2006 – Present).
Fred Bedoya 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 46	Vice President and Treasurer	September 2012 – Present	Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2012 – Present).

TABLE OF CONTENTS

TRUSTEE AND OFFICER INFORMATION (Unaudited) (continued)

Name, Address and Age	Position(s) Held With the Trust	Term of Office and Length of Time Served(1)	Principal Occupation(s) – During the Past 5 Years
Maria M. Anderson 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 60	Vice President	September 2004 – Present	Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (September 2004 – Present).
Sara M. Donaldson 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 59	Vice President	September 2014 – Present	Vice President, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President, Voya Funds Services, LLC (April 2014 – October 2015). Formerly, Director, Compliance, AXA Rosenberg Global Services, LLC (September 1997 – March 2014).
Micheline S. Faver 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 41	Vice President	September 2016 – Present	Vice President, Head of Fund Compliance and Chief Compliance Officer, Voya Investments, LLC (June 2016 – Present). Formerly, Vice President, Mutual Fund Compliance (March 2014 – June 2016); Assistant Vice President, Mutual Fund Compliance (May 2013 – March 2014).
Robyn L. Ichilov 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 51	Vice President	November 1999 – Present	Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC (August 1997 – Present).
Jason Kadavy 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 42	Vice President	September 2012 – Present	Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2007 – Present).
Andrew K. Schlueter 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 42	Vice President	March 2018 – Present	Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Vice President, Voya Investments, LLC and Voya Funds Services, LLC (March 2018 – Present); Vice President, Head of Mutual Fund Operations, Voya Investment Management (February 2018 – Present). Formerly, Vice President, Voya Investment Management (March 2014 – February 2018); Assistant Vice President, Voya Investment Management (March 2011 – March 2014).
Kimberly K. Springer 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 61	Vice President	March 2006 – Present	Vice President – Mutual Fund Product Development, Voya Investments, LLC (July 2012 – Present); Vice President, Voya Family of Funds (March 2010 – Present) and Vice President, Voya Funds Services, LLC (March 2006 – Present).
Craig Wheeler 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 49	Vice President	May 2013 – Present	Vice President – Director of Tax, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President – Director of Tax, Voya Funds Services, LLC (March 2013 – October 2015).
Monia Piacenti One Orange Way Windsor, Connecticut 06095 Age: 42	Anti-Money Laundering Officer	June 2018 – Present	Anti-Money Laundering Officer, Voya Investments Distributor, LLC, Voya Investment Management and Voya Investment Management Trust Co. (June 2018 – Present); Compliance Consultant, Voya Financial, Inc. (January 2019 – Present). Senior Compliance Officer, Voya Investment Management (December 2009 – December 2018).
Huey P. Falgout, Jr. 7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 55	Secretary	August 2003 – Present	Senior Vice President and Secretary of Voya Investments, LLC (December 2018 – Present) and Voya Funds Services, LLC (March 2010 – Present); Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present).

TABLE OF CONTENTS

ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)

BOARD CONSIDERATION AND APPROVAL OF INVESTMENT Management Contracts AND
SUB-ADVISORY CONTRACTS

At a meeting held on November 16, 2018, the Board of Trustees (“Board”) of Voya Variable Products Trust (the “Trust”), including a majority of the Independent Trustees, considered and approved the renewal of the investment management contracts (the “Management Contracts”) between Voya Investments, LLC (the “Manager”) and the Trust, on behalf of Voya MidCap Opportunities Portfolio and Voya SmallCap Opportunities Portfolio, each a series of the Trust (the “Portfolios”), and the sub-advisory contracts (the “Sub-Advisory Contracts”) with Voya Investment Management Co. LLC, the sub-adviser to each Portfolio (the “Sub-Adviser”) for an additional one year period ending November 30, 2019. In determining to renew such contracts, the Board considered information furnished to it throughout the year at meetings of the Board and its committees, including information regarding performance, expenses, and other matters.

In addition to the Board meeting on November 16, 2018, the Independent Trustees also held meetings outside the presence of personnel representing the Manager or Sub-Adviser (collectively, such persons are referred to herein as “management”) on October 11, 2018, and November 14, 2018, specifically to review and consider materials related to the proposed continuance of each Management Contract and each Sub-Advisory Contract that they believed to be relevant to the renewal of the Management Contracts and Sub-Advisory Contracts in light of the legal advice furnished to them by K&L Gates LLP, their independent legal counsel, and their own business judgment. Subsequent references herein to factors considered and determinations made by the Independent Trustees and/or the Board include, as applicable, factors considered and determinations made at those meetings by the Independent Trustees. While the Board considered the renewal of the management contracts and sub-advisory contracts for all of the applicable investment companies in the Voya family of funds at the same meetings, the Board considered each Voya fund’s investment management and sub-advisory relationships separately.

The Board follows a process pursuant to which it seeks and considers relevant information when it evaluates whether to renew existing investment management and sub-advisory contracts for the Voya funds. The Board has established a Contracts Committee and Investment Review Committees (the “IRCs”), each of which includes only Independent Trustees as members. The Contracts Committee provides oversight with respect to the management and sub-advisory contracts approval and renewal process, among other functions, and each IRC

provides oversight throughout the year regarding the investment performance of the sub-advisers, as well as the Manager’s role in monitoring the sub-advisers, with respect to each Voya fund that is assigned to that IRC.

The Contracts Committee oversees, and annually recommends Board approval of updates to, a methodology guide for the Voya funds (“Methodology Guide”). The Methodology Guide sets out a framework pursuant to which the Independent Trustees request, and management provides, certain information that the Independent Trustees deem to be important or potentially relevant. The Independent Trustees retain the services of an independent consultant with experience in the mutual fund industry to assist the Contracts Committee in developing and recommending to the Board: (1) a selected peer group of investment companies for each Portfolio (“Selected Peer Group”) based on that Portfolio’s particular attributes, such as fund type and size, fund category (as determined by Morningstar, Inc., an independent provider of mutual fund data (“Morningstar”)), sales channels and structure, and the Portfolio share class being compared to the Selected Peer Group; and (2) updates to the Methodology Guide with respect to the content and format of various data including, but not limited to, investment performance, fee structure, and expense information prepared in connection with the renewal process.

Provided below is an overview of certain material factors that the Board considered at its meetings regarding the renewal of the Management Contracts and Sub-Advisory Contracts and the compensation to be paid thereunder. Board members did not identify any particular information or factor that was overarching, and each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to each Portfolio’s investment management and sub-advisory arrangements.

Nature, Extent and Quality of Services

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

The Board considered the “manager-of-managers” platform of the Voya funds that has been developed by the Manager pursuant to which the Manager selects, subject to the Board’s approval, sub-advisers to provide day-to-day

TABLE OF CONTENTS

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

management services to all or a portion of each Voya fund. The Board recognized that the Manager is responsible for monitoring the investment program, performance, developments, ongoing operations, and regulatory compliance of the Sub-Adviser with respect to the Portfolios under this manager-of-managers arrangement. The Board also considered the techniques and resources that the Manager has developed to provide this ongoing oversight and due diligence with respect to the sub-advisers and to advocate or recommend, when it believes appropriate, changes in investment strategies or investment sub-advisers designed to assist in improving a Voya fund’s performance. The Board was advised that, in connection with the Manager’s performance of these duties, the Manager has developed an oversight process formulated by its Manager Research & Selection Group which reviews, among other matters, performance data, the Sub-Adviser’s management team, portfolio data and attribution analysis related to the Sub-Adviser through various means, including, but not limited to, in-person meetings, on-site visits, and telephonic meetings with the Sub-Adviser.

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

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

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

Portfolio Performance

In assessing the investment management and sub-advisory relationships, the Board placed emphasis on the investment returns of each Portfolio, including its investment performance over certain time periods compared to the Portfolio’s Morningstar category and primary benchmark, a broad-based securities market index that appears in the Portfolio’s prospectus. The Board also considered information from the Manager Research & Selection Group and received reports summarizing a

separate analysis of each Portfolio’s performance and risk, including risk-adjusted investment return information, from the Trust’s Chief Investment Risk Officer.

Economies of Scale

When evaluating the reasonableness of the management fee schedules, the Board considered whether economies of scale have been or likely will be realized by the Manager and the Sub-Adviser as a Portfolio grows larger and the extent to which any such economies are shared with the Portfolio. In this regard, the Board noted the breakpoints in management fee schedules that will result in a lower management fee rate when a Portfolio achieves sufficient asset levels to receive a breakpoint discount. The Board also considered that, in addition to the management fee breakpoints, they have fee waiver and expense reimbursement arrangements. The Board considered the extent to which economies of scale realized by the Manager and the Sub-Adviser could be shared with each Portfolio through such fee waivers, expense reimbursements or other expense reductions. In evaluating these matters, the Independent Trustees also considered periodic management reports, Selected Peer Group comparisons, and industry information regarding economies of scale. In the case of sub-advisory fees, the Board considered that breakpoints, if any, would inure to the benefit of the Manager.

Information Regarding Services to Other Clients

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

Fee Schedules, Profitability, and Fall-out Benefits

The Board reviewed and considered the contractual management fee schedule and net management fee rate payable by each Portfolio to the Manager compared to the Portfolio’s Selected Peer Group. The Board also considered the compensation payable by the Manager to the Sub-Adviser for sub-advisory services for each Portfolio, including the portion of the contractual and net management fee rates that are paid to the Sub-Adviser, as compared to the compensation paid to the Manager. In addition, the Board considered the fee waivers, expense limitations, and recoupment arrangements that apply to the fees payable by the Portfolios, including whether the

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

Manager intends to propose any changes thereto. For each Portfolio, the Board separately determined that the fees payable to the Manager and the fee schedule payable to the Sub-Adviser are reasonable for the services that each performs, which were considered in light of the nature, extent and quality of the services that each has performed and is expected to perform.

For each Portfolio, the Board considered information on revenues, costs and profits or losses realized by the Manager and the Voya-affiliated Sub-Adviser. In analyzing the profitability of the Manager and its affiliated service providers in connection with services they render to a Portfolio, the Board took into account the sub-advisory fee rate payable by the Manager to the Sub-Adviser. The Board also considered the profitability of the Manager and its affiliated Sub-Adviser attributable to servicing each Portfolio both with and without taking into account the profitability of the distributor of the Portfolios and any revenue sharing payments made by the Manager and both before and after giving effect to any expenses incurred by the Manager or the affiliated Sub-Adviser in making payments to affiliated insurance companies.

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

The Board also considered that the Manager is entitled to earn a reasonable level of profits for the services that it provides to the Portfolios. The Board also considered information regarding the potential fall-out benefits to the Manager and Sub-Adviser and their respective affiliates from their association with the Portfolios, including their ability to engage in soft-dollar transactions on behalf of the Portfolios. Following its reviews, the Board determined that the Manager’s and the Voya-affiliated Sub-Adviser’s profitability with respect to their services to the Portfolios

and the Manager and Sub-Adviser’s potential fall-out benefits were not unreasonable.

Portfolio-by-Portfolio Analysis

Set forth below are certain of the specific factors that the Board considered, and the conclusions reached, at its October 11, 2018, November 14, 2018, and/or November 16, 2018 meetings in relation to approving each Portfolio’s Management Contract and Sub-Advisory Contract. These specific factors are in addition to those considerations discussed above. In each case, the Portfolio’s performance was compared to its Morningstar category, as well as its primary benchmark. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest (worst) performance. The performance data provided to the Board primarily was for various periods ended March 31, 2018. In addition, the Board also considered at its October 11, 2018, November 14, 2018, and November 16, 2018, meetings certain additional data regarding each Portfolio’s most recent performance, asset levels and asset flows. Each Portfolio’s management fee rate and expense ratio were compared to the management fee rates and expense ratios of the funds in its Selected Peer Group.

Voya MidCap Opportunities Portfolio

In considering whether to approve the renewal of the Management and Sub-Advisory Contracts for Voya MidCap Opportunities Portfolio, the Board considered that, based on performance data for the periods ended March 31, 2018: (1) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the ten-year period, the second quintile for the three-year period, and the third quintile for the year-to-date, one-year and five-year periods; and (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the three-year and ten-year periods, during which it outperformed.

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

rate of the funds in its Selected Peer Group; and (c) the net expense ratio for the Portfolio is below the median net expense ratio of the funds in its Selected Peer Group.

After its deliberation, the Board reached the following conclusions: (1) the Portfolio’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Portfolio’s net expense ratio is reasonable in the context of all factors considered by the Board; (3) the Portfolio’s performance is reasonable in the context of all factors considered by the Board; and (4) the sub-advisory fee rate payable by the Manager to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Management and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2019. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

Voya SmallCap Opportunities Portfolio

In considering whether to approve the renewal of the Management and Sub-Advisory Contracts for Voya SmallCap Opportunities Portfolio, the Board considered that, based on performance data for the periods ended March 31, 2018: (1) the Portfolio is ranked in the second quintile of its Morningstar category for the ten-year period, the third quintile for the five-year period, the fourth quintile for the three-year period, and the fifth (lowest) quintile for the year-to-date and one-year periods; and (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the ten-year period, during which it outperformed. In analyzing this performance data, the Board took into account: (1) management’s presentations regarding the Portfolio’s favorable performance during certain periods; (2) management’s representations regarding the impact of security selection on performance; and (3) management’s confidence in the ability of the Sub-Adviser to execute the Portfolio’s investment strategy.

In considering the fees payable under the Management and Sub-Advisory Contracts for the Portfolio, the Board took into account the factors described above and also considered: (1) the economies of scale benefits to the Portfolio and its shareholders from breakpoint discounts applicable to the Portfolio’s management fee rate, which result in lower fees at higher asset levels; and (2) the pricing structure (including the net expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the net management fee rate for the Portfolio is above the median net management fee rate of the funds in its Selected Peer Group; (b) the contractual management fee rate for the Portfolio is above the median contractual management fee rate of the funds in its Selected Peer Group; and (c) the net expense ratio for the Portfolio is above the median net expense ratio of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account management’s representations regarding the competitiveness of the Portfolio’s management fee rate and net expense ratio.

As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code of ethics is filed herewith pursuant to Item 10(a)(1), Ex-99.CODE ETH.

The Board of Trustees has determined that Colleen D. Baldwin, Martin J. Gavin, Joseph E. Obermeyer, and Roger B. Vincent are audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Baldwin, Mr. Gavin, Mr. Obermeyer and Mr. Vincent are “independent” for purposes of Item 3 of Form N-CSR.

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the Voya funds (each a “Fund,” collectively, the “Funds”) set out on Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”) is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.

Under Securities and Exchange Commission (“SEC”) rules promulgated in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit services. The Committee may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’ independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s specific pre-approval.

For both types of approval, the Committee considers whether the subject services are consistent with the SEC’s rules on auditor independence and that such services are compatible with maintaining the auditors independence. The Committee also considers whether a particular audit firm is in the best position to provide effective and efficient services to the Funds. Reasons that the auditors are in the best position include the auditors’ familiarity with the Funds’ business, personnel, culture, accounting systems, risk profile, and other factors, and whether the services will enhance the Funds’ ability to manage and control risk or improve audit quality. Such factors will be considered as a whole, with no one factor being determinative.

The appendices attached to this Policy describe the audit, audit-related, tax-related, and other services that have the Committee’s general pre-approval. For any service that has been approved through general pre-approval, the general pre-approval will remain in place for a period 12 months from the date of pre-approval, unless the Committee determines that a different period is appropriate. The Committee will annually review and pre-approve the services that may be provided by the independent auditors without specific pre-approval. The Committee will revise the list of services subject to general pre-approval as appropriate. This Policy does not serve as a delegation to Fund management of the Committee’s duty to pre-approve services performed by the Funds’ independent auditors.

The annual audit services engagement terms and fees are subject to the Committee’s specific pre-approval. Audit services are those services that are normally provided by auditors in connection with statutory and regulatory filings or engagements or those that generally only independent auditors can reasonably provide. They include the Funds’ annual financial statement audit and procedures that the independent auditors must perform in order to form an opinion on the Funds’ financial statements (e.g., information systems and procedural reviews and testing). The Committee will monitor the audit services engagement and approve any changes in terms, conditions or fees deemed by the Committee to be necessary or appropriate.

The Committee may grant general pre-approval to other audit services, such as statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or issued in connection with securities offerings.

The Committee has pre-approved the audit services listed on Appendix A. The Committee must specifically approve all audit services not listed on Appendix A.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or the review of the Funds’ financial statements or are traditionally performed by the independent auditors. The Committee believes that the provision of audit-related services will not impair the independent auditors’ independence, and therefore may grant pre-approval to audit-related services. Audit-related services include accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Form N-SAR or Form N-CSR.

The Committee has pre-approved the audit-related services listed on Appendix B. The Committee must specifically approve all audit-related services not listed on Appendix B.

The Committee believes the independent auditors can provide tax services to the Funds, including tax compliance, tax planning, and tax advice, without compromising the auditors’ independence. Therefore, the Committee may grant general pre-approval with respect to tax services historically provided by the Funds’ independent auditors that do not, in the Committee’s view, impair auditor independence and that are consistent with the SEC’s rules on auditor independence.

The Committee will not grant pre-approval if the independent auditors initially recommends a transaction the sole business purpose of which is tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Committee may consult outside counsel to determine that tax planning and reporting positions are consistent with this Policy.

The Committee has pre-approved the tax-related services listed on Appendix C. The Committee must specifically approve all tax-related services not listed on Appendix C.

The Committee believes it may grant approval of non-audit services that are permissible services for independent auditors to a Fund. The Committee has determined to grant general pre-approval to other services that it believes are routine and recurring, do not impair auditor independence, and are consistent with SEC rules on auditor independence.

The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must specifically approve all non-audit services not listed on Appendix D.

A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these impermissible services and the applicability of exceptions to certain of the SEC’s prohibitions.

The Committee will annually establish pre-approval fee levels or budgeted amounts for audit, audit-related, tax and non-audit services to be provided to the Funds by the independent auditors. Any proposed services exceeding these levels or amounts require the Committee’s specific pre-approval. The Committee considers fees for audit and non-audit services when deciding whether to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the appropriate ratio between the total amount of fees for the Fund’s audit, audit-related, and tax services (including fees for services provided to Fund affiliates that are subject to pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund classified as other services (including any such services provided to Fund affiliates that are subject to pre-approval).

Requests or applications for services to be provided by the independent auditors will be submitted to management. If management determines that the services do not fall within those services generally pre-approved by the Committee and set out in the appendices to these procedures, management will submit the services to the Committee or its delagee. Any such submission will include a detailed description of the services to be rendered. Notwithstanding this paragraph, the Committee will, on a quarterly basis, receive from the independent auditors a list of services provided for the previous calendar quarter on a cumulative basis by the auditors during the Pre-Approval Period.

The Committee may delegate pre-approval authority to one or more of the Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions, including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee or at the option of the member.

The Committee will take any measures the Committee deems necessary or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring independence.

Part of KPMG’s performance of an audit in accordance with standards of the Public Company Accounting Oversight Board (US) includes their responsibility to maintain and monitor auditor independence with respect to the Voya funds. Using a proprietary system called Sentinel, the audit team is able to identify and manage potential conflicts of interest across the member firms of the KPMG International Network and prevent the provision of prohibited services to the Voya entities that would impair KPMG independence with the respect to the Voya funds. KPMG requests pre-approval from the Voya funds Audit Committee for services provided to the Voya funds and for services to affiliated entities that relate to the financial reporting or nature of operations of the Voya Funds. Additionally, KPMG provides an annual summary of the fees for services that have commenced for Voya funds and Affiliates.

Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2018 through December 31, 2018

Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2018 through December 31, 2018

Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2018 through December 31, 2018

7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ	85258
(Address of principal executive offices)	(Zip code)

	Voya MidCap Opportunities Portfolio			Voya SmallCap Opportunities Portfolio
Class ADV
Net assets		$	141,404,206		$	61,956,748
Shares authorized			unlimited			unlimited
Par value		$	0.010		$	0.010
Shares outstanding			12,774,247			3,401,771
Net asset value and redemption price per share		$	11.07		$	18.21
Class I
Net assets		$	721,478,180		$	182,620,913
Shares authorized			unlimited			unlimited
Par value		$	0.010		$	0.010
Shares outstanding			59,306,903			8,876,544
Net asset value and redemption price per share		$	12.17		$	20.57
Class R6
Net assets		$	32,928,826		$	23,065,937
Shares authorized			unlimited			unlimited
Par value		$	0.010		$	0.010
Shares outstanding			2,706,791			1,121,436
Net asset value and redemption price per share		$	12.17		$	20.57
Class S
Net assets		$	836,517,804		$	45,898,491
Shares authorized			unlimited			unlimited
Par value		$	0.010		$	0.010
Shares outstanding			73,330,020			2,409,638
Net asset value and redemption price per share		$	11.41		$	19.05
Class S2
Net assets		$	41,818,122		$	3,377,383
Shares authorized			unlimited			unlimited
Par value		$	0.010		$	0.010
Shares outstanding			3,706,427			182,300
Net asset value and redemption price per share		$	11.28		$	18.53

Service
	The Fund(s)	Fee Range
Statutory audits or financial audits (including tax services associated with audit services)	√	As presented to Audit Committee¹
Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., consents), and assistance in responding to SEC comment letters.	√	Not to exceed $9,750 per filing
Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies.	√	Not to exceed $8,000 during the Pre-Approval Period
Seed capital audit and related review and issuance of consent on the N-2 registration statement	√	Not to exceed $14,750 per audit
Audit of summary portfolio of investments	√	Not to exceed $565 per fund

Service
	The Fund(s)	Fund Affiliates	Fee Range
Services related to Fund mergers (Excludes tax services - See Appendix C for tax services associated with Fund mergers)	√	√	Not to exceed $10,000 per merger
Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies. [Note: Under SEC rules some consultations may be “audit” services and others may be “audit-related” services.]	√		Not to exceed $5,000 per occurrence during the Pre-Approval Period
Review of the Funds’ semi-annual and quarterly financial statements	√		Not to exceed $2,700 per set of financial statements per fund
Reports to regulatory or government agencies related to the annual engagement	√		Up to $5,000 per occurrence during the Pre-Approval Period
Regulatory compliance assistance	√	√	Not to exceed $5,000 per quarter
Training courses		√	Not to exceed $5,000 per course
For Prime Rate Trust, agreed upon procedures for quarterly reports to rating agencies	√		Not to exceed $9,450 per quarter

Registrant/Investment Adviser	2018		2017
Voya Variable Products Trust	$	19,613	$	18,071
Voya Investments, LLC ⁽¹⁾	$	38,950	$	122,200

	35,426	^(1),(2)	Zogenix, Inc.	1,291,632	0.4
				72,072,421	22.7

			Industrials: 18.8%
	48,447	⁽¹⁾	Air Transport Services Group, Inc.	1,105,076	0.3
	74,933	⁽¹⁾	ASGN, Inc.	4,083,848	1.3
	61,437	⁽¹⁾	Beacon Roofing Supply, Inc.	1,948,782	0.6
	57,656		Brink's Co.	3,727,460	1.2
	53,910		CIRCOR International, Inc.	1,148,283	0.4
	30,823		Curtiss-Wright Corp.	3,147,645	1.0
	59,216		EMCOR Group, Inc.	3,534,603	1.1
	44,959		EnPro Industries, Inc.	2,702,036	0.8
	77,433	⁽¹⁾	Generac Holdings, Inc.	3,848,420	1.2
	65,568		Granite Construction, Inc.	2,641,079	0.8
	87,858	⁽²⁾	Healthcare Services Group, Inc.	3,530,134	1.1
	74,164	⁽¹⁾	HUB Group, Inc.	2,749,259	0.9
	43,100		John Bean Technologies Corp.	3,095,011	1.0
	20,378		Korn/Ferry International	805,746	0.3
	20,269		Lindsay Corp.	1,950,891	0.6
	50,329		Matthews International Corp.	2,044,364	0.6
	39,815		Regal Beloit Corp.	2,789,041	0.9
	48,511	⁽¹⁾	Saia, Inc.	2,707,884	0.9
	61,706		Simpson Manufacturing Co., Inc.	3,340,146	1.0
	20,660		Tennant Co.	1,076,593	0.3
	48,735		Watts Water Technologies, Inc.	3,144,870	1.0
	62,361		Woodward, Inc.	4,632,799	1.5
				59,753,970	18.8

			Information Technology: 16.3%
	140,347	⁽¹⁾	ACI Worldwide, Inc.	3,883,402	1.2
	20,148	⁽¹⁾	CACI International, Inc.	2,901,916	0.9
	34,842	⁽¹⁾	Cornerstone OnDemand, Inc.	1,757,082	0.5
	89,753	⁽¹⁾	Cray, Inc.	1,937,767	0.6
	150,399		Entegris, Inc.	4,195,380	1.3
	79,905	⁽¹⁾	Envestnet, Inc.	3,930,527	1.2
	25,401	⁽¹⁾	Everbridge, Inc.	1,441,761	0.5
	122,955	⁽¹⁾	Evo Payments, Inc.	3,033,300	1.0
	65,220	⁽¹⁾	ExlService Holdings, Inc.	3,431,876	1.1
	19,263	⁽¹⁾	HubSpot, Inc.	2,421,937	0.8
	13,590	⁽¹⁾	Integrated Device Technology, Inc.	658,164	0.2
	67,260		j2 Global, Inc.	4,666,499	1.5
	74,201	⁽¹⁾	Lumentum Holdings, Inc.	3,117,184	1.0
	49,900	⁽¹⁾	Paylocity Holding Corp.	3,004,479	0.9
	61,102	⁽¹⁾	Q2 Holdings, Inc.	3,027,604	1.0
	39,688	⁽¹⁾	Rapid7, Inc.	1,236,678	0.4
	68,147	⁽¹⁾	Semtech Corp.	3,125,903	1.0
	18,331	⁽¹⁾	Trade Desk, Inc./The	2,127,496	0.7
	162,480	⁽¹⁾	Viavi Solutions, Inc.	1,632,924	0.5
				51,531,879	16.3

			Materials: 4.2%
	40,621		Boise Cascade Co.	968,811	0.3
	135,041		Commercial Metals Co.	2,163,357	0.7
	48,082	⁽²⁾	Compass Minerals International, Inc.	2,004,539	0.6
	27,843		Greif, Inc. - Class A	1,033,254	0.3
	46,666		Minerals Technologies, Inc.	2,395,832	0.8
	93,599		PolyOne Corp.	2,676,931	0.8
	61,307		Worthington Industries, Inc.	2,135,936	0.7
				13,378,660	4.2

			Real Estate: 3.4%
	121,717		Americold Realty Trust	3,108,652	1.0
	45,315		EastGroup Properties, Inc.	4,156,745	1.3
	56,003		Hudson Pacific Properties, Inc.	1,627,447	0.5
	105,290		Urban Edge Properties	1,749,920	0.6
				10,642,764	3.4

		Total Common Stock
		(Cost $359,253,195)		308,101,917	97.2

EXCHANGE-TRADED FUNDS: 1.7%
	32,053		iShares Russell 2000 Growth ETF	5,384,904	1.7

		Total Exchange-Traded Funds
		(Cost $5,633,312)		5,384,904	1.7

		Total Long-Term Investments
		(Cost $364,886,507)		313,486,821	98.9

Principal Amount†			Value		Percentage of Net Assets
SHORT-TERM INVESTMENTS: 6.4%
		Securities Lending Collateral⁽³⁾: 4.3%
	456,872	Bank of Nova Scotia, Repurchase Agreement dated 12/31/18, 2.95%, due 01/02/19 (Repurchase Amount $456,946, collateralized by various U.S. Government Securities, 0.000%-8.750%, Market Value plus accrued interest $466,086, due 01/08/19-09/09/49)		456,872		0.2
	3,241,357	Cantor Fitzgerald Securities, Repurchase Agreement dated 12/31/18, 3.35%, due 01/02/19 (Repurchase Amount $3,241,952, collateralized by various U.S. Government/U.S. Government Agency Obligations, 0.000%-10.000%, Market Value plus accrued interest $3,306,184, due 01/25/19-10/20/68)		3,241,357		1.0

222,623	Citigroup, Inc., Repurchase Agreement dated 12/31/18, 3.00%, due 01/02/19 (Repurchase Amount $222,660, collateralized by various U.S. Government Securities, 0.000%-3.125%, Market Value plus accrued interest $227,076, due 01/31/19-09/09/49)	222,623	0.1
3,241,357	Daiwa Capital Markets, Repurchase Agreement dated 12/31/18, 3.05%, due 01/02/19 (Repurchase Amount $3,241,899, collateralized by various U.S. Government Agency Obligations, 2.000%-6.500%, Market Value plus accrued interest $3,306,184, due 01/25/19-02/01/49)	3,241,357	1.0
3,241,357	RBC Dominion Securities Inc., Repurchase Agreement dated 12/31/18, 3.02%, due 01/02/19 (Repurchase Amount $3,241,893, collateralized by various U.S. Government Agency Obligations, 3.000%-7.000%, Market Value plus accrued interest $3,306,184, due 10/01/25-10/20/48)	3,241,357	1.0
3,241,357	State of Wisconsin Investment Board, Repurchase Agreement dated 12/31/18, 3.37%, due 01/02/19 (Repurchase Amount $3,241,956, collateralized by various U.S. Government Securities, 0.125%-3.875%, Market Value plus accrued interest $3,306,236, due 07/15/20-02/15/47)	3,241,357	1.0
		13,644,923	4.3

By	/s/ Todd Modic
	Todd Modic
	Senior Vice President and Chief Financial Officer