SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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VOYA PRIME RATE TRUST
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Scottsdale, AZ 85258-2034
1-800-992-0180
President
Scottsdale, AZ 85258-2034
1-800-992-0180
1. | To elect eight nominees, each of which is a current Trustee of the Fund (the “Board’s Nominees”) to the Board of Trustees (the “Board”) of the Fund; and |
2. | If properly presented at the Annual Meeting, to vote on the Saba Hedge Fund’s precatory proposal relating to a tender offer. |
Secretary
Scottsdale, AZ 85258-2034
1-800-992-0180
Scheduled for [ ]
for the Shareholder Meeting to be Held on [ ]
available at: www.proxy-direct.com/voy-31357
1. | To elect eight individuals, Colleen D. Baldwin, John V. Boyer, Patricia W. Chadwick, Martin J. Gavin, Joseph E. Obermeyer, Sheryl K. Pressler, Dina Santoro, and Christopher P. Sullivan, as Trustees of the Fund, each to serve until his or her death, resignation or removal or until his or her successor is duly elected and qualified; and |
2. | If properly presented at the Annual Meeting, to vote on the Saba Hedge Fund’s precatory proposal relating to a tender offer. |
• | By Internet. The web address and instructions for voting can be found on the enclosed WHITE Proxy Ballot. You will be required to provide your control number located on the WHITE Proxy Ballot. |
• | By Telephone. The toll-free number for telephone voting can be found on the enclosed WHITE Proxy Ballot. You will be required to provide your control number located on the WHITE Proxy Ballot. |
• | By Mail. Mark the enclosed WHITE Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided. Joint owners must each sign the WHITE Proxy Ballot. |
• | At the Annual Meeting. You can vote your shares at the Annual Meeting. If you expect to attend the Annual Meeting, please call Shareholder Services toll-free at 1-800-992-0180. |
Scottsdale, AZ 85258-2034
1-800-992-0180
• | The Fund continues to meet its goal of providing shareholders with as high a level of current income as is consistent with the preservation of capital while investing in a portfolio of senior loans. The Fund has paid a dividend every month since its inception in May 1988, and, for the last decade, over 99% of the Fund’s distributions have been paid from a combination of income and capital gains earned by the Fund. |
• | The Fund is designed for long-term shareholders seeking current income from senior loans, not for hedge funds seeking short-term profits by influencing the price of the Fund’s shares. The Fund’s shares trade on the New York Stock Exchange and shareholders like the Saba Hedge Fund that do not desire to invest in the Fund for its intended purpose are able to sell their shares freely without the necessity of a tender offer. |
• | The Fund is managed to outperform in periods of increased risk. For example, in the last three major market drawdowns (Q4 2018, Energy Crisis 2016, Financial Crisis 2008), the Fund’s performance has ranked in the top third of its Morningstar category peers. |
• | Tender offers have not historically resulted in long-term reductions in market-price discounts and can result in lasting loss of value for long-term shareholders. In fact, notably absent from the Saba Hedge Fund’s statement is any data or rationale demonstrating how a large tender offer at or near net asset value would improve the Fund’s long-term investment performance or reduce the discount between the market price of the Fund’s shares and the shares’ net asset value over the long term. |
• | The tender offer would benefit the Saba Hedge Fund, the other accounts managed by Saba and other tendering shareholders at the risk of harming remaining shareholders, including the Fund’s long-term shareholders. The Saba Hedge Fund’s proposal does not discuss or acknowledge any of the direct or indirect negative consequences of its tender offer proposal on non-tendering shareholders or on the Fund’s continuing operations. |
• | It is critical that the Board and the Adviser retain the flexibility to design a strategy or combination of strategies to improve shareholder value, in the best interests of the Fund and all shareholders, not just a subset of the Fund’s shareholders. |
Joseph E. Obermeyer
Scottsdale, AZ 85258-2034
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
Independent Nominees | |||||
Colleen D. Baldwin Age: 59 | Chairperson Trustee | January 2020-Present October 2007 – Present | President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | 140 | Dentaquest, (February 2014 – Present); RSR Partners, Inc., (2016 – Present). |
John V. Boyer Age: 66 | Trustee | January 2005 – Present | Retired. Formerly, President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – December 2019). | 140 | None. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
Patricia W. Chadwick Age: 71 | 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). | 140 | Wisconsin Energy Corporation (June 2006 – Present); The Royce Funds (22 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present). |
Martin J. Gavin Age: 70 | Trustee | August 2015 – Present | Retired. Formerly, President and Chief Executive Officer, Connecticut Children’s Medical Center (May 2006 – November 2015). | 140 | None. |
Joseph E. Obermeyer Age: 62 | Trustee | May 2013 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | 140 | None. |
Sheryl K. Pressler Age: 69 | Trustee | January 2006 – Present | Consultant (May 2001 – Present). | 140 | None. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
Christopher P. Sullivan Age: 66 | Trustee | October 2015 – Present | Retired. | 140 | None. |
Nominee who is an “Interested Person” | |||||
Dina Santoro3 Age: 47 | 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); Senior 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). | 140 | 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 the Fund (as defined below, “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 Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise complying 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 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 February 29, 2020. |
3. | Ms. Santoro is deemed to be an Interested Trustee because of her current affiliation with the Voya funds, Voya Financial, Inc., and Voya Financial, Inc.’s affiliates. |
Aggregate Compensation from the Fund (fiscal year ended February 29, 2020) | Total Compensation from the Fund and Complex Paid to Trustees1 | ||
Name of Trustee | |||
Colleen D. Baldwin | $ | 2,940.73 | $360,000.00 |
John V. Boyer2 | $ | 3,513.12 | $430,000.00 |
Patricia W. Chadwick3 | $ | 2,940.73 | $360,000.00 |
Martin J. Gavin | $ | 2,940.73 | $360,000.00 |
Russell H. Jones4 | $ | 2,940.73 | $360,000.00 |
Joseph E. Obermeyer | $ | 2,940.73 | $360,000.00 |
Sheryl K. Pressler5 | $ | 3,226.93 | $395,000.00 |
Christopher P. Sullivan | $ | 2,940.73 | $360,000.00 |
Roger B. Vincent4,6 | $ | 2,695.41 | $330,000.00 |
1. | During the fiscal year ended February 29, 2020, Ms. Pressler and Messrs. Boyer, Gavin, and Obermeyer deferred $120,000, $20,000, $119,880, and $160,000, respectively, of their compensation from the Voya family of funds. |
2. | Mr. Boyer may elect to receive a future compensation payment of $400,000 upon retirement in a lump sum or in three substantially equal payments. This $400,000 is the total payment allocated pro rata to all Voya funds and is accrued in the same year that the Trustee retires. |
3. | Ms. Chadwick may elect to receive a future compensation payment of $133,333 upon retirement in a lump sum or in three substantially equal payments. This $133,333 is the total payment allocated pro rata to all Voya funds and is accrued in the same year that the Trustee retires. |
4. | Mr. Jones and Mr. Vincent retired from the Fund’s Board effective December 31, 2019. |
5. | Ms. Pressler may elect to receive a future compensation payment of $133,333 upon retirement in a lump sum or in three substantially equal payments. This $133,333 is the total payment allocated pro rata to all Voya funds and is accrued in the same year that the Trustee retires. |
6. | Mr. Vincent had $400,000 in future compensation payment accrued as a fund expense pro rata to all Funds in 2019, the year he retired. |
Name of Trustee | PPR | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
Independent Trustees | ||
Colleen D. Baldwin | None | Over $100,0001 |
John V. Boyer | None | Over $100,000 Over $100,0001 |
Patricia W. Chadwick | None | Over $100,000 |
Martin J. Gavin | None | Over $100,0001 |
Joseph E. Obermeyer | None | Over $100,0001 |
Sheryl K. Pressler | None | Over $100,0001 |
Christopher P. Sullivan | None | Over $100,000 |
Trustee who is an “Interested Person” | ||
Dina Santoro | None | Over $100,0001 |
1. | Includes the value of shares in which a Trustee has an indirect interest through a deferred compensation plan and/or a 401(k) Plan. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Michael Bell One Orange Way Windsor, Connecticut 06095 Age: 51 | 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 Chief Financial Officer, Voya Investments Distributor, LLC (September 2019 – 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). |
Dina Santoro 230 Park Avenue New York, New York 10169 Age: 47 | 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); Senior 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). |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Jonathan Nash 230 Park Avenue New York, New York 10169 Age: 52 | Executive Vice President Chief Investment Risk Officer | March 2020 - Present | Senior Vice President, Investment Risk Management, Voya Investment Management (March 2017 – Present). Formerly, Consultant, DA Capital LLC (January 2016 – March 2017); Managing Director, Enterprise Risk, AIG (September 2014 – March 2015). |
James M. Fink 5780 Powers Ferry Road NW Atlanta, Georgia 30327 Age: 62 | 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 Age: 53 | Chief Compliance Officer | February 2012 - Present | Senior Vice President Voya Investment Management, LLC and Chief Compliance Officer, Voya Family of Funds (February 2012 – Present). |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Todd Modic Age: 52 | 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). |
Daniel A. Norman Age: 62 | Senior Vice President and Treasurer | April 1995 - Present | Senior Managing Director and Group Head, Voya Investment Management Co. LLC (March 2019 – Present). Formerly, Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – February 2019). |
Kimberly A. Anderson Age: 55 | Senior Vice President | November 2003 - Present | Senior Vice President, Voya Investments, LLC (September 2003 – Present). |
Jeffrey A. Bakalar Age: 60 | Senior Vice President | November 1999 - Present | Senior Managing Director and Group Head, Voya Investment Management Co. LLC (March 2019 – Present). Formerly, Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – February 2019). |
Elliot A. Rosen Age: 67 | Senior Vice President | May 2002 - Present | Senior Vice President, Voya Investment Management Co. LLC (February 1999 – Present) |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Robert Terris 5780 Powers Ferry Road NW, Atlanta, GA 30327 Age: 49 | 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 Age: 47 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2012 – Present). |
Maria M. Anderson Age: 62 | Vice President | September 2004 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (September 2004 – Present). |
Sara M. Donaldson Age: 60 | Vice President | September 2014 - Present | Vice President, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President, Voya Funds Services, LLC (April 2014 – October 2015). |
Micheline S. Faver Age: 42 | Vice President | September 2016 - Present | Senior Vice President, Head of Fund Compliance, Chief Compliance Officer for Voya Investments, LLC (March 2020 – Present). Formerly, Vice President, Head of Fund Compliance, Chief Compliance Officer for Voya Investments, LLC (June 2016 – March 2020); and Vice President, Mutual Fund Compliance (March 2014 – June 2016). |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Robyn L. Ichilov Age: 52 | Vice President | November 1997 - Present | Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC (August 1997 – Present). |
Jason Kadavy Age: 44 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2007 – Present). |
Andrew K. Schlueter Age: 44 | 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). |
Craig Wheeler Age: 51 | 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). |
Freddee McGough Age: 54 | Assistant Vice President | November 2019 - Present | Assistant Vice President, Voya Investments, LLC (September 2001 – Present). |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
Monia Piacenti One Orange Way Windsor, Connecticut 06095 Age: 43 | 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). Formerly, Senior Compliance Officer, Voya Investment Management (December 2009 – December 2018). |
Huey P. Falgout, Jr. Age: 56 | Secretary | August 2003 - Present | Senior Vice President and Secretary of Voya Investments, LLC (December 2018 – Present) and Voya Funds Services, LLC (March 2010 – Present); Managing Director and Head of Voya Investment Management – Mutual Fund Legal Department (October 2019 – Present). Formerly, Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – February 2019). |
Paul A. Caldarelli Age: 68 | Assistant Secretary | June 2010 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Theresa K. Kelety Age: 57 | Assistant Secretary | August 2003 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Joanne F. Osberg Age: 38 | Assistant Secretary | January 2020 - Present | Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (January 2013 – Present). |
1. | The officers hold office until their successors are chosen and qualified, or until they sooner resign, are removed, or are otherwise disqualified to serve. |
Fund | Number of Shares Outstanding |
Voya Prime Rate Trust (“PPR”) | [ ] |
Name and Address of Shareholder | Number of Shares Owned | Percentage Owned |
Saba Capital Management, L.P. Mr. Boaz R. Weinstein 405 Lexington Avenue. 58th Floor New York, NY 10174 | 36,006,3811 | 24.4%2 |
1. | Based on a Form 4 filed by Saba Capital Management, L.P. and Mr. Boaz R. Weinstein on April 13, 2020. |
2. | Based on 147,787,691 shares outstanding, as set forth in the Fund’s Form N-30B-2 filed on February 7, 2020. |
Fund | Audit Fees1 | Audit-Related Fees2 | Tax Fees3 | All Other Fees4 | ||||
20205 | 20196 | 20205 | 20196 | 20205 | 20196 | 20205 | 20196 | |
PPR | $62,300 | $73,000 | $0 | $8,100 | $0 | $8,665 | $0 | $0 |
1. | Audit fees consist of fees billed for professional services rendered for the audit of the year-end financial statements and services that are normally provided by E&Y or KPMG in connection with statutory and regulatory filings. |
2. | Audit-related fees consist principally of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s consolidated financial statements and are not reported under “Audit Fees.” These services include attestation services that are not required by statute or regulations and consultations concerning financial accounting and reporting standards. |
3. | Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. |
4. | All other fees would include fees for products and services other than the services reported above. |
5. | Fees paid for the fiscal year ended February 29, 2020 were paid to E&Y. Total fees paid to KPMG for the Fund listed in the table for the fiscal year ended February 29, 2020 are $2,532, $0, $8,125 and $291 for Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees, respectively. |
6. | Fees paid for the fiscal year ended February 28, 2019, were paid to KPMG. |
Aggregate Non-Audit Fees | ||
Registrant/Investment Adviser | 20201 | 20192 |
Voya Prime Rate Trust | $0 | $16,765 |
Voya Investments, LLC3 | $10,639,517 | $82,050 |
1. | Fees paid for the fiscal year ended February 29, 2020 were paid to E&Y. Total fees paid to KPMG for the Fund listed in the table for the fiscal year ended February 29, 2020 is $8,416 for Aggregate Non-Audit Fees. |
2. | Fees paid for the fiscal year ended February 28, 2019, were paid to KPMG. |
3. | Includes fees paid by the Adviser and any affiliates of the Adviser that are subsidiaries of Voya Financial, Inc. |
Name | Principal Occupation | |
Huey Falgout, Jr. | * | |
Kimberly A. Anderson | * | |
Jeffrey A. Bakalar | * | |
Bill Golden | Managing Director, Head of Product Management & Development, Product Development, Voya Investment Management | |
Daniel A. Norman | * | |
Charles LeMieux | Senior Vice President and Senior Portfolio Manager, Voya Investment Management | |
Meg Sullivan | Vice President, Equity Product Manager, Investment Solutions, Voya Investment Management |
Name of Beneficial Owner | Number | ||
Huey Falgout, Jr. | None | ||
Kimberly A. Anderson | 800 |
Jeffrey A. Bakalar | 8,565 | ||
Daniel A. Norman | 105,144 | ||
Charles LeMieux | 55,865 |
Name | Transaction Date | # of Shares | Description | Security | ||||
Anderson, Kimberly A | 09/12/2019 | 400 | Acquisition | Shares | ||||
LeMieux, Charles | 12/24/2018 | 1,100 | Acquisition | Shares |
1 | These include the Boards of Directors or Trustees of each of the Funds listed under Paragraph I on Exhibit A. |
2 | Reference in this Charter to one or more Funds shall, as applicable, mean those Funds that are under the jurisdiction of the particular Committee at issue. No provision in this Charter is intended to impose any duty upon a particular Fund’s Committee with respect to any other Funds. |
1. | Members. The members of the Committee are identified on Exhibit B to this Charter, as such Exhibit may be amended from time to time to reflect changes in Committee membership. At least annually, those Board members of the Funds who are not “interested persons” of the Funds (the “Non-Interested Directors/Trustees”), as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), shall |
3 | In determining agendas for in-person versus telephonic meetings, the Committee may consider any factors it deems appropriate, which shall normally include (1) whether there is a legal requirement for approval at an in-person meeting, such as approval of auditors, (2) whether the subject matter involves a report by outside presenters that would be more effective if considered in person, (3) the need or desire for the Committee to approve a matter or take action within a certain time, and (4) whether it would be beneficial to consider a subject at a meeting that is the earliest to occur to allow the Committee an opportunity to request additional information at the following meeting. |
designate, by majority vote, three or more Board members to serve as members of the Committee, and shall designate one member of the Committee to serve as Chairperson of the Committee. No “interested person” of the Funds as defined in Section 2(a)(19) of the 1940 Act, may be a member of the Committee. | |
2. | Audit Committee Financial Expert. Unless the Board determines that no member of the Committee qualifies as an audit committee financial expert, the Board will identify one (or in the Board’s discretion, more than one) member of the Committee as an audit committee financial expert in accordance with the criteria set out below. The Committee is not required to have an audit committee financial expert. |
• | To be identified as an audit committee financial expert, the Committee member must have the following attributes: (a) an understanding of generally accepted accounting principles (“GAAP”) and financial statements; (b) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Funds’ financial statements, or experience actively supervising one or more persons engaged in such activities; (d) an understanding of internal controls and procedures for financial reporting; and (e) an understanding of audit committee functions. |
• | A Committee member may acquire the attributes required of an audit committee financial expert through any combination of the following: (a) education and experience as a public accountant or auditor, or a principal financial officer, controller, principal accounting officer of a company, or experience in one or more positions that involve the performance of similar functions; (b) experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions, (c) experience overseeing or assessing the performance of companies or public accountants in the preparation, audit or evaluation of financial statements; or (d) other experience determined by the Board as relevant to the inquiry of whether the Committee member qualifies as an audit committee financial expert. |
1. | Pre-Approval of Audit Services. The Committee must approve prior to retention all audit, review or attest engagements required under the securities laws that are provided to a Fund by its independent auditors. The Committee will not grant such approval to any auditors that are proposed to perform an audit for a Fund if a chief executive officer, controller, chief financial officer, chief accounting officer or any person serving in an equivalent position for the Fund or any other entity within the Voya investment company complex that is responsible for the financial reporting or operations of the Fund was employed by those auditors and participated in any capacity in an audit of the Fund during the 1-year period (or such other period acceptable under the SEC rules) preceding the date of initiation of such audit. |
2. | Pre-Approval of Non-Audit Services. The Committee must pre-approve any non-audit services to be provided to a Fund by its independent auditors (except those within applicable de minimis statutory or regulatory exceptions4) provided that a Fund’s auditors will not provide the following non-audit services to a Fund: (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker-dealer, investment adviser, or investment banking services; (h) legal services; (i) expert services unrelated to the audit; and (j) any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.5 |
3. | Pre-approval with respect to Non-Fund Entities. The Committee must pre-approve any non-audit services that relate directly to the operations and financial reporting of a Fund (except those within applicable de minimis statutory or regulatory exceptions6) to be provided by the Fund’s auditors to (a) the Fund’s |
4 | No pre-approval is required as to non-audit services provided to a Fund if: (a) the aggregate amount of all non-audit services provided to the Fund constitute not more than 5% of the total amount of revenues paid by the Fund to the independent auditors during the fiscal year in which the services are provided; (b) these services were not recognized by the Fund at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Committee and approved by the Committee prior to the completion of the audit. |
5 | With respect to the prohibitions on (a) bookkeeping; (b) financial information systems design and implementation; (c) appraisal, valuation, fairness opinions, or contribution-in-kind reports; (d) actuarial; and (e) internal audit outsourcing, such services are permitted to be provided if it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client’s financial statements. |
4 | No pre-approval is required as to non-audit services provided to a Fund if: (a) the aggregate amount of all non-audit services provided to the Fund constitute not more than 5% of the total amount of revenues paid by the Fund to the independent auditors during the fiscal year in which the services are provided; (b) these services were not recognized by the Fund at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Committee and approved by the Committee prior to the completion of the audit. |
6 | For non-audit services provided to the adviser and entities in a control relationship with the adviser, no pre-approval is required if: (a) the aggregate amount of all non-audit services provided constitute not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the services are provided to the Fund, the Fund’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to a Fund; (b) these services were not recognized by the Fund at the time of the engagement to be non-audit services; and (c) the services are promptly brought to the attention of the Committee and approved by the Committee prior to the completion of the audit. |
investment adviser; and (b) any entity controlling, controlled by, or under common control with the investment adviser if that entity provides ongoing services to a Fund.7 The Committee may approve audit and non-audit services on a case-by-case basis or adopt pre-approval policies and procedures that are detailed as to a particular service, provided that the Committee is informed promptly of each service, or use a combination of these approaches. | |
4. | Delegation. 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 to the Committee at its next scheduled meeting. |
1. | Auditor Qualifications. The Committee will, at least annually, review the qualifications of the Funds’ independent auditors. |
• | The Committee will inquire as to whether the auditors are independent. This inquiry will take into consideration whether the auditors provide any consulting or other non-audit services to the Fund, its adviser and other entities in the Voya investment company complex and their potential effect on the issue of independence. The Committee will secure from Fund auditors an annual representation of the auditors’ independence under applicable standards of independence established from time to time by the SEC and other regulatory and professional authorities. |
• | The Committee will review the fees charged by the auditors for audit and non-audit services and may make recommendations to the Board or the independent members of the Board with respect to the approval of audit and non-audit service fee estimates. As part of its review, the Committee will annually obtain from the independent auditors a summary of any non-audit services provided to the Fund and the Voya investment company complex and the fees billed for non-audit services to the Fund and other entities in the Voya investment company complex. |
2. | Rotation of Audit Partners. The Committee will seek assurances that any of the auditors’ personnel who serve as lead and concurring audit partners8 to a Fund are rotated every five years, followed by a five-year “time out” period, and that those who serve as audit partners (other than lead |
7 | No pre-approval is required by the Committee as to non-audit services provided to: (a) the Fund’s sub-adviser that primarily provides portfolio management services and is under the direction of another investment adviser and is not affiliated with the Fund’s primary investment adviser; (b) another Fund in the Voya investment company complex (unless otherwise required to pre-approve services to such other Fund in accordance with this Charter), or (c) other entities within the Voya investment company complex that do not provide services to that Fund. |
8 | “Audit Partner” means a member of a Fund’s audit engagement team who has decision-making responsibility for significant auditing, accounting and reporting matters that affect the Fund’s financial statements or who maintains regular contact with the Fund’s management and the Committee. The term includes lead and concurring partners and partners who provide more than 10 hours of audit, review or attest services in connection with the Fund’s financial statements. |
or concurring audit partners) are subject to a seven-year rotation period, with a two-year “time out” period. Audit partners may not serve other Funds in the Voya investment company complex during their “time out” periods. | |
3. | Meetings with Auditors. The Committee will meet with the Funds’ independent auditors for the purposes set out below. The Committee may determine to conduct these meetings outside the presence of Fund management. |
• | Prior to an audit, the Committee will review with auditors the arrangements for and scope of the annual audit and any special audits |
• | At the conclusion of each audit, the Committee will review the audit with the independent auditors, including the auditors’ comments or recommendations and the form of opinion the auditors propose to render or have rendered to the Board and Fund shareholders. The Committee also will discuss with the auditors any matters of concern relating to the Funds’ financial statements, including adjustments to such statements recommended by the auditors or other results of the audit. |
• | The Committee will receive from the auditors, at least annually and prior to filing each Fund’s annual report, the auditors’ report as to: (a) all critical accounting policies and practices to be used in preparing the annual report; (b) all alternative treatments within GAAP for policies and practices that have been discussed with Fund management, including ramifications of the use of such alternative disclosures and treatments and the treatments preferred by the independent auditors; (c) written communications between the auditors and Fund management that are material to the financial statements, such as any management letter or schedule of unadjusted differences; (d) a description of all non-audit services provided, including fees associated with the services, to the Voya investment company complex since the last annual report or update that were not subject to the pre-approval requirements as discussed above; and (e) any other matters of concern relating to a Fund’s financial statements, including any uncorrected misstatements (or audit differences) whose effects management believes are immaterial, both individually and in aggregate, to the financial statements taken as a whole. If these communications are not made within 90 days prior to the Funds’ annual filing, the Committee will receive from the independent auditors any reported updates to the information within 90 days prior to the Funds’ annual filing. The Committee may discuss these matters with management. |
• | The Committee from time to time will discuss with auditors the adequacy and effectiveness of internal controls and procedures for each Fund and the quality of staff implementing those controls and procedures. The Committee will consider the auditors’ comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s compliance with these policies and controls and will make recommendations to the Board with respect to any further actions necessary or desirable in response to such auditor comments. |
• | The Committee will meet with Fund auditors for such other purposes as the Committee may deem necessary or appropriate. |
4. | Discussions with Management. The Committee may, as deemed necessary or appropriate by the Committee, discuss with management the following: (1) unusual accounting issues; (2) the nature of any unusual or significant commitments or contingent liabilities; (3) any significant difference in format or disclosure from that adopted by other investment companies; (4) the procedures and controls of management, including the adequacy and effectiveness of internal controls and procedures and the quality of staff implementing those controls and procedures; (5) if the Fund’s investment adviser has internal audit staff, the staff’s objectives and resources; and (6) such other matters as the Committee deems appropriate. |
5. | Changes in Accounting Principles or Practices. The Committee will consider the effect upon the Funds of any changes in accounting principles or practices proposed by management or the independent auditors. The Committee may consider whether proposed changes will have a significant effect on the amounts reported for a current year or may have an effect in the future, management’s and the independent auditors’ concurrence with the change and management’s or the auditors’ underlying rationale for the change. The Committee will discuss with management and the independent auditors the significance and potential effect of any changes in accounting policies proposed by the independent auditors or by management. |
6. | Illegal Acts and Other Matters. As necessary the Committee will review with the independent auditors and management any “illegal act,” as defined in Section 10A of the Securities Exchange Act of 1934 and required by that statute to be reported to the Committee and any other significant issues reported to the Committee that could have a material effect on a Fund’s financial statements. The Committee will seek assurances from management that appropriate remedial actions are taken with respect to any such illegal act identified by the independent auditors. The Committee also may review with management and the independent auditors any compliance matter and any comments or criticisms that the staff of the SEC brought to the attention of the Committee or management, and may develop a recommendation to management.9 The Committee will report all such matters to the full Board no later than the next regular meeting of the Board. The Committee shall have the authority to retain special counsel and other experts or consultants at the expense of the appropriate Funds. |
7. | Receive Certifying Officers’ Reports. The Committee will receive, in accordance with regulations adopted by the SEC, reports from each Fund’s principal executive officer and principal financial officer, based on their periodic evaluations, regarding: (a) significant deficiencies in the design or operation of internal controls that could adversely affect the Fund’s ability to record, |
9 | The Committee may make recommendations to management with respect to any illegal act, significant matter or compliance matter, and its recommendations are not limited to matters related only to accounting and financial reporting. |
process, summarize, and report financial data; (b) material weaknesses in internal controls; and (c) fraud, whether or not material, that involves management or other employees who have a significant role in the Fund’s internal controls. |
1. | Review Pricing Committee Actions. The Committee will review actions taken by the Pricing Committee of the Funds in accordance with the Valuation Procedures. |
2. | Review Primary Methodologies. The Committee will review periodically the primary methodologies used to value the Funds’ portfolio securities and the quality of prices obtained through those procedures and, as appropriate, recommend any adjustments to such methods. |
1. | Review Charter. The Committee will review this Charter (including any addendum to the Charter, if applicable) at least annually and will make recommendations with respect to any amendment or supplement to the Charter it determines to be necessary or desirable. |
2. | Periodic Review. The Committee will receive and review periodic reports under the Funds’ whistleblower procedures and regarding the services provided by any custodian, transfer agent, securities lending agent, and pricing vendor. |
3. | Oversee Certain Service Provide Agreements. The Committee will perform oversight functions pertaining to new agreements, and modifications to existing agreements for securities lending, transfer agency, sub-accounting, and custodian services. |
4. | Counsel Reports. If the Board has not established a qualified legal compliance committee, the Committee will receive and investigate reports of counsel required to be submitted to it by the rules of the SEC that establish standards of professional conduct for attorneys practicing before the SEC. |
5. | Amendments. If the Audit Committee is composed of all of the members of the Board who are not “interested persons” of the Funds as defined in Section 2(a)(19) of the 1940 Act, the Committee may amend this Charter by vote of a majority of Committee members. If the Audit Committee is composed of fewer than all of the members of the Board who are not “interested persons,” the Committee will recommend any amendment to the full Board, and the Board may amend this Charter by a vote of a majority of its members who are not “interested persons.” |
6. | Board Communications. At least annually, the Committee will report to the Board a summary of its activities, conclusions and recommendations, unless the Committee is comprised of all of the Non-Interested Directors/Trustees. |
7. | Records. A copy of this Charter will be maintained by the Funds in an easily accessible place. |
1. | Independence. The Committee will have at least three members. Each such member shall not be an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”) and shall satisfy applicable independence standards established by the NYSE, except |
for any such independence standards which the NYSE has indicated need not apply with respect to closed-end investment companies that are registered under the 1940 Act. | |
2. | Compensation. The only compensation a Committee member may receive from the Fund is directors’ or trustees’ fees, provided that a Committee member who is a former employee of the Fund or its investment adviser may receive deferred compensation if the deferred compensation is not contingent on continued service. |
3. | Financial Literacy. Each Committee member will be financially literate, as such qualification is determined by the Board in its business judgment (or shall become financially literate within a reasonable period of time after his or her appointment to the Committee). At least one Committee member shall have accounting or related financial management expertise, as such qualification is determined by the Board in its business judgment. |
1. | Selection and Termination of Independent Auditors. The Committee will be responsible for the oversight of the work of the independent auditors (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and each independent auditor will report directly to the Committee. The Committee has the ultimate authority and responsibility to appoint and, when appropriate, replace the independent auditors, and, if applicable, to nominate the independent auditors to be proposed for shareholder ratification in any proxy statement. The Committee will set clear hiring policies for employees or former employees of the independent auditors. The Committee will also be responsible for determining auditor compensation. The Committee will recommend the selection of the independent auditors for ratification by the vote of a majority of all of the Fund’s independent trustees in accordance with Section 32(a) of the 1940 Act. |
2. | Significant Non-Audit Relationships. The Committee will have sole authority to approve any significant non-audit relationships with the Fund’s independent auditors. |
3. | Rotation of Auditors. In addition to assuring that the lead, concurring and other audit partners are rotated in accordance with paragraph F(2) of the Charter and as required by law, the Committee will consider whether there should be a regular rotation of the Fund’s independent auditing firm. |
4. | Annual Auditors’ Report. At least annually, the Committee will obtain and review a report by the independent auditors describing: (a) the auditors’ internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent |
audits of any issuer carried out by the auditors, and any steps taken to deal with any such issues; and (c) all relationships between the independent auditors and the Funds, for purposes of assessing the auditors’ independence. The Committee also will consider any reports or communications (and management’s responses to such reports or communications) submitted by the independent auditors required by or referred to in PCAOB Auditing Standard No. 16 as may be modified or supplemented. |
1. | Financial Statements. The Committee will discuss the annual audited financial statements with management and the independent auditors, including the Funds’ disclosures under “Management’s Discussion of Fund Performance.” The Committee will discuss the semiannual unaudited financial statements with management, including, if applicable, disclosures under “Management’s Discussion of Fund Performance” in such semiannual reports. |
2. | Press Releases and Other Information. The Committee will discuss with management earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. |
3. | Risk Management. The Committee will discuss with management and the independent auditors’ policies with respect to risk assessment and risk management. The Committee will report any material risks of a type not previously reviewed by the Board identified during such discussions to the Board. |
4. | Ongoing Dialogue. The Committee periodically will meet with management, with any internal audit staff of the Fund and with the independent auditors. The Committee will review with the independent auditor any audit problems or difficulties and management’s response. |
1. | Establishment of Procedures. The Committee will establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Funds’ adviser and its affiliated entities that provide services to the Funds of concerns regarding questionable accounting, internal control or auditing matters that relate to the Funds. |
2. | Self-Evaluation. The Committee, on an annual basis, must evaluate its performance with respect to its duties and responsibilities. |
3. | Written Affirmation. The Board shall establish procedures for each Fund providing a “Written Affirmation” to the NYSE at the time of any changes in the composition of the Committee and any other changes for which NYSE rules require an Interim Written Affirmation, and on an annual basis within one month of the Fund’s annual shareholder meeting regarding any matters |
required by NYSE rules, including: (a) any determination that the Board has made regarding the independence of directors/trustees; (b) the financial literacy of Committee members; (c) the determination that at least one Committee member has accounting or related financial management expertise; and (d) the adequacy of the Charter and this Addendum. | |
4. | Reporting. The Committee will approve the content of any report the substance of which is required by the rules of the SEC to be included in the proxy statement for the Fund. |
5. | Board Communications. The Committee will periodically report to the Board. |
Non-Interested Director/Trustee
Non-Interested Director/Trustee and Chairperson
Non-Interested Director/Trustee
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| Please detach at perforation before mailing. |
WHITE PROXY BALLOT | VOYA PRIME RATE TRUST (the "Fund") |
| ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON [•], 2020 |
| PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES |
The undersigned hereby appoints [•], [•], or [•], in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of Voya Prime Rate Trust (the "Fund") which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held [•], 2020 at [•] (local time), at [•], and any adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any Proxy Ballot heretofore given with respect to such Annual Meeting.
THIS PROXY BALLOT, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY BALLOT IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO THE PROPOSALS, THIS PROXY BALLOT WILL BE VOTED "FOR" THE ELECTION OF EACH OF THE BOARD'S NOMINEES AND "AGAINST" PROPOSAL 2, IF PROPERLY PRESENTED AT THE MEETING.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1 - 80 0 - 33 7 - 350 3
VPR_31357_042020
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders to be Held on [•], 2020.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/voy-31357
NOTICE REGARDING POTENTIAL IMPACT OF COVID-19 ON ANNUAL MEETING: As part of our effort to maintain a safe and heathy environment at the Annual Meeting, Voya Prime Rate Trust and the Board of Trustees are actively monitoring the health, transportation and other logistical issues raised by the spread of coronavirus disease 2019 ("COVID-19") and its potential impact on our Annual Meeting. IN LIGHT OF THE POTENTIAL DISRUPTIONS, YOU ARE URGED TO DATE, SIGN AND RETURN THE WHITE PROXY BALLOT IN THE ENVELOPE PROVIDED TO YOU, OR TO VOTE BY INTERNET OR TELEPHONE AS DESCRIBED ON THIS PROXY BALLOT, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, SO THAT YOUR SHARES CAN BE VOTED REGARDLESS OF WHETHER OR NOT YOU ATTEND THE MEETING IN PERSON. As a result of the COVID-19 pandemic, governmental restrictions may limit our ability, or we may determine it is imprudent, to permit shareholders to attend our meeting in person.
Please detach at perforation before mailing.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
AProposals THE BOARD OF TRUSTEES RECOMMENDS VOTING "FOR" EACH OF THE BOARD'S NOMINEES:
1.To elect eight nominees, each of whom is a current Trustee of the Fund, to the Board of Trustees (the "Board") of the Fund:
01. | Colleen D. Baldwin | 02. | John V. Boyer | 03. | Patricia W. Chadwick | 04. | Martin J. Gavin |
05. | Joseph E. Obermeyer | 06. | Sheryl K. Pressler | 07. | Dina Santoro | 08. | Christopher P. Sullivan |
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box "FOR ALL EXCEPT" and write the nominee's number on the line provided below.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "AGAINST" PROPOSAL 2:
2.If properly presented at the Annual Meeting, to vote on a shareholder's precatory proposal relating to a tender offer.
FOR | WITHHOLD | FOR ALL |
ALL | ALL | EXCEPT |
| | |
FOR AGAINST ABSTAIN
BAuthorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this White Proxy Ballot, and date it. When shares are held jointly, each shareholder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of a corporation or other entity or in another representative capacity, please give your full title under your signature.
| Date (mm/dd/yyyy) ─ Please print date below | Signature 1 ─ Please keep signature within the box |
| Signature 2 ─ Please keep signature within the box |
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