As filed with the Securities and Exchange Commission on June 22, 2018
Securities Act File No. 333-224419
Investment Company Act File No. 811-05410
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check Appropriate box or boxes)
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Registration Statement Under The Securities Act Of 1933 |
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Pre-Effective Amendment No. 1 |
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Post-Effective Amendment No. |
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and/or |
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Registration Statement Under The Investment Company Act Of 1940 |
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Amendment No. 118 |
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(Check appropriate box or boxes) |
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VOYA PRIME RATE TRUST
(Exact Name of Registrant Specified in Charter)
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
(Address of Principal Executive Offices)
Registrants Telephone Number, Including Area Code: (800) 992-0180
Huey P. Falgout, Jr. |
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With copies to: |
Voya Investments, LLC |
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Elizabeth J. Reza |
7337 East Doubletree Ranch Road, Suite 100 |
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Ropes & Gray LLP |
Scottsdale, AZ 85258 |
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Prudential Tower |
(Name and Address of Agent for Service) |
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800 Boylston Street |
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Boston, MA 02199-3600 |
Approximate Date of Proposed Offering:
As soon as practical after the effective date of this Registration Statement .
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. x
It is proposed that this filing will become effective:
x When declared effective pursuant to Section 8(c) of the Securities Act of 1933.
Calculation of Registration Fee Under the Securities Act of 1933
Title of Securities Being
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Amount Being
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Proposed Maximum
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Proposed Maximum
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Amount of
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Shares of Beneficial Interest, without par value |
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25,000,000 |
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$5.90 |
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$1 |
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$0 |
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(1) This Registration Statement carries forward (a) 24,328,692 shares of common stock (the 2012 Shares) that were previously registered pursuant to Registrants Registration Statement on Form N-2 (File No. 333-180985) filed on June 27, 2012 (the 2012 Registration Statement) and carried forward on the Registrants Registration Statement on Form N-2 (File No. 333-203653) filed on June 26, 2015 (the Prior Registration Statement) and (b) 671,308 shares of common stock (the 2015 Shares) that were previously registered pursuant to the Prior Registration Statement, and which remain unsold as of the filing date of this Registration Statement (the 2012 Shares, together with the 2015 Shares, the Unsold Securities).
(2) Estimated solely for the purpose of calculating the registration fee applicable to the 2015 Shares pursuant to Rule 457(d) under the Securities Act of 1933, as amended (the Securities Act) in connection with the 2015 Registration Statement, based on net asset value per share as of June 19, 2015.
(3) Pursuant to Rule 415(a)(6) of the Securities Act, the Unsold Securities are included in this Registration Statement. A registration fee of $16,059.27 was paid with respect to the 2012 Shares and a registration fee of $1,080.23 was paid with respect to the 2015 Shares (together, the Prior Fees). The Prior Fees are being applied to offset the registration fee that would otherwise be due on the Unsold Securities pursuant to Rule 415(a)(6) under the Securities Act.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.
VOYA PRIME RATE TRUST
(the Registrant)
25,000,000 Common Shares
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of the following papers and documents:
* Cover Sheet
* Contents of Registration Statement
* Voya Prime Rate Trust 25,000,000 Common Shares Prospectus dated June 29, 2018
* Voya Prime Rate Trust 5,000,000 and 25,000,000 Common Shares Statement of Additional Information dated June 29, 2018
* Part C
* Signature Page
• | Voya Prime Rate Trust |
• | 25,000,000 Common Shares |
• | elect at least two trustees at all times; and |
• | elect a majority of the trustees at any time when dividends on any series of Preferred Shares are unpaid for two full years. |
Shareholder Transaction Expenses: | |
Shareholder Reinvestment Program Fees | None |
Privately Negotiated Transactions: | |
Sales Load (as a percentage of offering price) | 3.00% |
Annual Expenses (as a percentage of average net assets attributable to Common Shares): | |
Management Fees 1 | 1.50% |
Interest Expense on Borrowed Funds | 0.96% |
Other Operating Expenses 2 | 0.16% |
Total Annual Expenses | 2.62% |
Fee Waivers/Reimbursements/Recoupment 3 | None |
Net Annual Expenses | 2.62% |
1 | Pursuant to the investment management agreement with the Trust, the Adviser is paid a fee of 1.05% of the Trust's Managed Assets. For the description of “Managed Assets,” please see “Description of the Trust – Adviser/Sub-Adviser” earlier in this Prospectus. |
2 | Other Operating Expenses are estimated amounts for the current fiscal year and do not include the expenses of borrowing. |
3 | The Adviser is contractually obligated to limit expenses of the Trust at a rate of 1.05% of average daily Managed Assets plus 0.15% of average daily net assets through July 1, 2019. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. The limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement and the amount of the recoupment is limited to the lesser of the amounts that would be recoupable under: (i) the expense cap in effect at the time of the waiver or reimbursement; or (ii) the expense cap in effect at the time of recoupment. Termination or modification of this obligation requires approval by the Trust’s Board. |
1 Year | 3 Years | 5 Years | 10 Years | |||
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return and borrowings by the Trust in an aggregate amount equal to 30% of its Managed Assets. | $ | 56 | 111 | 172 | 346 |
Per Share Operating Performance |
Total Investment
Return (1) |
Ratios to average
net assets |
Supplemental
data |
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Net asset value, beginning of
year or period |
Net investment income (loss) | Net realized and unrealized gain (loss) | Distribution to Preferred Shareholders |
Change in net asset value from
Share offerings |
Total from investment operations |
Distributions to Common Shareholders
from net investment income |
Distributions from return of capital | Total distributions | Net asset value, end of year or period |
Closing market price, end of
year or period |
Total Investment Return at
net asset value (2) |
Total Investment Return at closing
market price (3) |
Expenses, prior to fee waivers and/or
recoupments, if any (4) |
Expenses (before interest and other fees
related to revolving credit facility) (4) |
Expenses, net of fee waivers and/or
recoupments, if any (4) |
Net investment income (loss) (4) | Net assets, end of year or period | Portfolio Turnover | ||||||||||||||||||||
Year or period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | (%) | ($000's) | % | |||||||||||||||||||
02-28-18 | 5.80 | 0.30 | (0.12) | — | — | 0.18 | (0.25) | (0.04) | (0.29) | 5.69 | 5.17 | 3.62 | (2.31) | 2.55 | 1.64 | 2.54 | 4.58 | 840,774 | 89 | |||||||||||||||||||
02-28-17 | 5.36 | 0.31 | 0.45 | — | — | 0.76 | (0.32) | — | (0.32) | 5.80 | 5.59 | 14.93 | 28.24 | 2.24 | 1.62 | 2.24 | 5.44 | 857,138 | 67 | |||||||||||||||||||
02-29-16 | 5.93 | 0.32 | (0.56) | — | — | (0.24) | (0.33) | — | (0.33) | 5.36 | 4.63 | (3.72) | (10.17) | 2.08 | 1.61 | 2.08 | 5.54 | 792,177 | 44 | |||||||||||||||||||
02-28-15 | 6.08 | 0.33 | (0.13) | — | — | 0.20 | (0.35) | — | (0.35) | 5.93 | 5.49 | 3.83 | (0.44) | 2.10 | 1.64 | 2.09 | 5.58 | 876,412 | 68 | |||||||||||||||||||
02-28-14 | 6.02 | 0.40 | 0.07 | — | — | 0.47 | (0.40) | (0.01) | (0.41) | 6.08 | 5.87 | 8.15 | (4.04) | 2.15 | 1.65 | 2.15 | 6.47 | 898,254 | 96 | |||||||||||||||||||
02-28-13 | 5.79 | 0.46 | 0.19 | — | — | 0.65 | (0.42) | — | (0.42) | 6.02 | 6.55 | 11.72 | 27.73 | 2.14 | 1.63 | 2.14 | 7.76 | 887,047 | 93 | |||||||||||||||||||
02-29-12 | 6.08 | 0.35 | (0.32) | (0.00) * | — | 0.03 | (0.32) | — | (0.32) | 5.79 | 5.51 | 0.81 | (3.11) | 2.20 | 1.67 | 2.20 | 6.07 | 851,278 | 81 | |||||||||||||||||||
02-28-11 | 5.72 | 0.30 | 0.38 | (0.00) * | — | 0.68 | (0.30) | (0.02) | (0.32) | 6.08 | 6.02 | 12.32 | 7.09 | 1.93 | 1.59 | 1.93 | 4.87 | 893,661 | 60 | |||||||||||||||||||
02-28-10 | 3.81 | 0.28 | 1.95 | (0.00) * | — | 2.23 | (0.32) | — | (0.32) | 5.72 | 5.94 | 60.70 | 81.66 | 1.99 (6) | 1.77 (6) | 1.93 | 5.56 | 830,785 | 38 | |||||||||||||||||||
02-28-09 | 6.11 | 0.46 | (2.29) | (0.06) | — | (1.89) | (0.41) | — | (0.47) | 3.81 | 3.50 | (31.93) (5) | (32.03) (5) | 3.01 | 1.95 | 3.01 | 7.86 | 552,840 | 10 |
(1) | Total investment return calculations are attributable to common shares. |
(2) | Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the dividend reinvestment plan. |
(3) | Total investment return at market value has been calculated assuming a purchase at market value at the beginning of each period and a sale at market value at the end of each period and assumes reinvestment of dividends, capital gain distributions, and return of capital/allocations, if any, in accordance with the provisions of the dividend reinvestment plan. |
(4) | The Adviser has agreed to limit expenses excluding interest, taxes, brokerage commission, leverage expenses, other investment related costs and extraordinary expenses, subject to possible recoupment by the Adviser within three years to 1.05% of Managed Assets plus 0.15% of average daily net assets. |
(5) | There was no impact on total return due to payments by affiliates. |
(6) | Includes excise tax fully reimbursed by the Adviser. |
* | Amount is less than $0.005 or more than $(0.005). |
Ratios to average to average net assets
plus borrowings |
Supplemental data | |||||||||||||||||||||
Expenses (before interest and other fees
related to revolving credit facility) |
Expenses, prior to fee waivers and/or
recoupments, if any |
Expenses, net of fee waivers and/or
recoupments, if any |
Net investment income (loss) |
Preferred Shares - Aggregate amount
outstanding |
Liquidation and market value per share
of Preferred Shares |
Asset coverage inclusive of Preferred
Shares and debt per share (a) |
Borrowings at end of period | Asset coverage per $1,000 of debt (a) | Average borrowings |
Common shares outstanding at end of
year or period |
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Year or period ended | (%) | (%) | (%) | (%) | ($000's) | ($) | ($) | ($000's) | ($) | ($000's) | ($000's) | |||||||||||
02-28-18 | 1.16 | 1.81 | 1.80 | 3.25 | — | — | 4 | 322,100 | 3,610 | 343,074 | 147,788 | |||||||||||
02-28-17 | 1.16 | 1.60 | 1.60 | 3.88 | — | — | 4 | 331,100 | 3,589 | 337,209 | 147,788 | |||||||||||
02-29-16 | 1.15 | 1.50 | 1.50 | 3.98 | — | — | 3 | 324,300 | 3,443 | 331,738 | 147,788 | |||||||||||
02-28-15 | 1.16 | 1.49 | 1.48 | 3.95 | — | — | 4 | 323,500 | 3,709 | 362,490 | 147,788 | |||||||||||
02-28-14 | 1.15 | 1.50 | 1.50 | 4.51 | — | — | 3 | 407,000 | 3,207 | 387,979 | 147,788 | |||||||||||
02-28-13 | 1.17 | 1.53 | 1.53 | 5.55 | — | — | 3 | 370,600 | 3,394 | 345,145 | 147,427 | |||||||||||
02-29-12 | 1.24 | 1.64 | 1.64 | 4.51 | — | — | 3 | 364,000 | 3,339 | 293,444 | 147,116 | |||||||||||
02-28-11 | 1.39 | 1.68 | 1.68 | 4.26 | 100,000 | 25,000 | 102,850 | 187,000 | 6,314 | 122,641 | 146,954 | |||||||||||
02-28-10 | 1.67 (1) | 1.87 (1) | 1.81 | 5.23 | 200,000 | 25,000 | 98,400 | 83,000 | 13,419 | 46,416 | 145,210 | |||||||||||
02-28-09 | 1.54 | 2.37 | 2.37 | 6.21 | 225,000 | 25,000 | 70,175 | 81,000 | 10,603 | 227,891 | 145,178 |
(a) | Asset coverage ratios, for fiscal year periods beginning after 2011, is presented to represent the coverage availability to each $1,000 of borrowings. Asset coverage ratios, for periods prior to fiscal 2009, represented the coverage available for both the borrowings and Preferred Shares expressed in relation to each $1,000 of borrowings and Preferred Shares liquidation value outstanding. The Asset coverage ratio per $1,000 of debt for periods subsequent to fiscal 2008, is presented to represent the coverage available |
to each $1,000 of borrowings before consideration of any Preferred Shares liquidation price, while the Asset coverage inclusive of Preferred Shares, presents the coverage available to both borrowings and Preferred Shares, expressed in relation to the per share liquidation price of the Preferred Shares. | |
(1) | Includes excise tax fully reimbursed by the Investment Adviser. |
Price($) | NAV($) |
Premium/(Discount)
To NAV(%) |
Reported
NYSE Volume |
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Calendar Quarter Ended | High | Low | High | Low | High | Low | |
March 31, 2015 | 5.60 | 5.22 | 5.95 | 5.82 | (5.88) | (10.43) | 28,446,500 |
June 30, 2015 | 5.68 | 5.25 | 5.99 | 5.90 | (4.86) | (11.02) | 22,422,000 |
September 30, 2015 | 5.43 | 5.06 | 5.91 | 5.74 | (7.97) | (12.89) | 23,624,300 |
December 31, 2015 | 5.14 | 4.75 | 5.74 | 5.47 | (7.66) | (13.95) | 27,161,400 |
March 31, 2016 | 5.07 | 4.58 | 5.54 | 5.34 | (7.65) | (14.23) | 27,825,700 |
June 30, 2016 | 5.22 | 4.96 | 5.68 | 5.53 | (7.77) | (11.59) | 24,032,900 |
September 30, 2016 | 5.28 | 5.09 | 5.74 | 5.61 | (7.54) | (9.56) | 22,464,600 |
December 31, 2016 | 5.57 | 5.20 | 5.80 | 5.72 | (3.80) | (9.41) | 28,654,800 |
March 31, 2017 | 5.61 | 5.41 | 5.81 | 5.76 | (3.28) | (6.24) | 27,074,900 |
June 30, 2017 | 5.47 | 5.27 | 5.77 | 5.70 | (4.87) | (7.54) | 23,390,800 |
September 30, 2017 | 5.38 | 5.14 | 5.72 | 5.65 | (5.78) | (9.33) | 21,891,800 |
December 31, 2017 | 5.25 | 5.01 | 5.68 | 5.63 | (7.24) | (11.33) | 33,105,200 |
March 31, 2018 | 5.21 | 5.06 | 5.71 | 5.63 | (8.27) | (11.03) | 23,146,200 |
1. | Senior Loans. Under normal market conditions, at least 80% of the Trust's net assets (plus borrowings for investment purposes) will be invested in Senior Loans. This investment policy may be changed without shareholder approval so long as the Trust provides its shareholders with at least 60 days' prior notice of any changes in this investment policy. Under normal market conditions, the Trust invests at least 80% of its assets in Senior Loans made to corporations or other business entities organized under U.S. or Canadian law and that are domiciled in the United States and in U.S. territories and possessions or Canada. |
The Senior Loans in which the Trust invests either hold the most senior position in the capital structure of the borrower, hold an equal ranking with other senior debt, or have characteristics (such as a senior position secured by liens on a borrower's assets) that the Adviser or Sub-Adviser believes justify treatment as senior debt. These Senior Loans are typically rated below investment-grade credit quality. Investments rated below investment-grade (or of similar quality if unrated) are commonly known as high-yielding, high risk investments or as “junk” investments. | |
The Trust typically makes its investments in Senior Loans by purchasing a portion of the overall loan, i.e. , the Trust becomes one of a number of lenders investing in the loan. The Trust may also make its investments in Senior Loans through the use of derivative instruments such as participations, credit-linked notes, credit default swaps, and total return swaps as long as the reference obligation for any such instrument is a Senior Loan. Investments through the use of such derivative instruments involve counterparty risk, i.e. , the risk that the party from which such instrument is purchased will not perform as agreed. The Trust seeks to minimize such counterparty risk by purchasing such investments only from large, well established and highly rated counterparties. | |
2. | Other Investments. Under normal market conditions, the Trust may invest up to 20% of its total assets, measured at the time of investment, in a combination of one or more of the following types of investments (“Other Investments”): |
• | loans to borrowers organized or located in countries outside the United States and outside U.S. territories and possessions or Canada; |
• | unsecured floating rate loans, notes, and other debt instruments; |
• | floating rate subordinated loans; |
• | tranches of floating rate asset-backed securities, including structured notes; |
• | corporate debt securities; |
• | executing repurchase and reverse repurchase agreements; and |
• | equity securities incidental to investments in loans. |
3. | Cash and Short-Term Instruments. Under normal market conditions, the Trust may invest in cash and/or short-term instruments. During periods when, in the opinion of the Adviser or Sub-Adviser, a temporary defensive posture in the market is appropriate, the Trust may hold up to 100% of its assets in cash and/or short-term instruments. |
4. | Other Investment Strategies. The Trust may lend its portfolio securities, on a short-term or long-term basis, in an amount up to 33 1 ⁄ 3 % of its total assets. |
1. | Industry Concentration. The Trust may invest in any industry. The Trust may not invest more than 25% of its total assets, measured at the time of investment, in any single industry. |
2. | Borrower Diversification. The Trust is diversified, as such term is defined in the 1940 Act. A diversified fund may not, as to 75% of its total assets, invest more than 5% of its total assets in any one issuer and may not purchase more than 10% of the outstanding voting securities of any one issuer (other than securities issues or guaranteed |
by the U.S. government or any of its agencies or instrumentalities, or other investment companies). The Trust will consider the borrower on a loan, including a loan participation, to be the issuer of such loan. With respect to no more than 25% of its total assets, the Trust may make investments that are not subject to the foregoing restrictions. |
1. | Limitations on currencies. The Trust's investments must be denominated in U.S. dollars, provided that the Trust may invest up to 15% of its total assets in investments denominated in the OECD currencies (including the euro), other than the U.S. dollar. The Trust will engage in currency exchange transactions to seek to hedge, as closely as practicable, 100% of the economic impact to the Trust arising from foreign currency fluctuations. |
2. | Maturity. Although the Trust has no restrictions on portfolio maturity, under normal market conditions, at least 80% of the Trust's total assets will be invested in assets with remaining maturities of one to ten years. The maximum maturity on any loan in which the Trust can invest is ten years. |
3. | Limitations on Other Investments. The Trust may also invest up to 20% of its total assets, measured at the time of investment, in Other Investments. The following additional limitations apply to Other Investments: |
• | Unsecured Debt Instruments. The Trust may not invest in unsecured floating rate loans, notes, and other debt instruments, in an aggregate amount that exceeds 20% of the Trust's total assets, measured at the time of investment. |
• | Equities. The Trust may acquire equity securities only as an incident to the purchase or ownership of a loan or in connection with a reorganization of a borrower or its debt. |
• | Subordinated Loans. The Trust may not invest in floating rate subordinated loans, whether or not secured, in an aggregated amount that exceeds 5% of its total assets, measured at the time of investment. |
4. | Investment Quality; Credit Analysis. Loans in which the Trust invests generally are rated below investment-grade credit quality or are unrated. In acquiring a loan, the Adviser or Sub-Adviser will consider some or all of the following factors concerning the borrower: ability to service debt from internally generated funds; adequacy of liquidity and working capital; appropriateness of capital structure; leverage consistent with industry norms; historical experience of achieving business and financial projections; the quality and experience of management; and adequacy of collateral coverage. The Adviser or Sub-Adviser performs its own independent credit analysis of each borrower. In so doing, the Adviser or Sub-Adviser may utilize information and credit analyses from agents that originate or administer loans, other lenders investing in a loan, and other sources. The Adviser or Sub-Adviser also may communicate directly with management of the borrowers. These analyses continue on a periodic basis for any Senior Loan held by the Trust. See “Risk Factors and Special Considerations - Credit for Loans.” |
5. | Use of Leverage. The Trust may borrow money and issue Preferred Shares to the fullest extent permitted by the 1940 Act. See “Investment Objective and Policies - Policy on Borrowing” and “Investment Objective and Policies - Policy on Issuance of Preferred Shares.” |
6. | Short-term Instruments. Short-term instruments in which the Trust invests may include: (i) commercial paper rated A-1 by S&P Global Ratings (“S&P”) or P-1 by Moody's Investors Service, Inc. (“Moody's”), or of comparable quality as determined by the Adviser or Sub-Adviser; (ii) certificates of deposit, bankers' acceptances, and other bank deposits and obligations; and (iii) securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities. |
Annual Expenses Without Borrowings
(as a percentage of net assets attributable to Common Shares) |
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Management Fees (as a percentage of Managed Assets) 1 | 1.05% |
Other Operating Expenses 2 | 0.16% |
Total Annual Expenses | 1.21% |
Fee Waivers/Reimbursements/Recoupment 3 | None |
Net Annual Expenses | 1.21% |
1 | Pursuant to the investment management agreement with the Trust, the Adviser is paid a fee of 1.05% of the Trust’s Managed Assets. For the description of “Managed Assets,” please see “Description of the Trust – Adviser/Sub-Adviser” earlier in this Prospectus. |
2 | Other Operating Expenses are estimated amounts for the current fiscal year and do not include the expenses of borrowing. |
3 | The Adviser is contractually obligated to limit expenses of the Trust at a rate of 1.05% of average daily Managed Assets plus 0.15% of average daily net assets through July 1, 2019. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. The limitation is subject to possible recoupment by the adviser within 36 months of the waiver or reimbursement and the amount of the recoupment is limited to the lesser of the amounts that would be recoupable under: (i) the expense cap in effect at the time of the waiver or reimbursement; or (ii) the expense cap in effect at the time of recoupment. Termination or modification of this obligation requires approval by the Trust’s Board. |
Assumed Portfolio Return, net of expenses 1 | -10% | -5% | 0% | 5% | 10% |
Corresponding Return to Common Shareholders 2 | -15.24% | -8.10% | -0.96% | 6.19% | 13.33% |
1 | The Assumed Portfolio Return is required by regulation of the SEC and is not a prediction of, and does not represent, the projected or actual performance of the Trust. |
2 | In order to compute the Corresponding Return to Common Shareholders, the Assumed Portfolio Return is multiplied by the total value of the Trust's assets at the beginning of the Trust's fiscal year to obtain an assumed return to the Trust. From this amount, all interest accrued during the year is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of the Trust's net assets attributable to Common Shares as of the beginning of the fiscal year to determine the Corresponding Return to Common Shareholders. |
• | Exchange-traded securities are valued at the mean of the closing bid and ask. |
• | 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. |
• | Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers. |
• | Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes. |
• | Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse. |
• | Over-the-counter swap agreements are valued using a price provided by an independent pricing service. |
• | 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 the Trust’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. |
• | Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers. |
Title of Class |
Number
Authorized |
Number Held By
the Trust for its Own Account |
Number
Outstanding |
Common Shares | Unlimited | 0 | 147,787,566.329 |
TABLE OF CONTENTS | |
Page | |
Introduction and Glossary
|
1 |
History of the Trust
|
3 |
Supplemental Description of Fund Investments and Risks
|
3 |
Portfolio Turnover
|
9 |
Fundamental and Non-Fundamental Investment Restrictions
|
9 |
Management of the Trust
|
11 |
Code of Ethics
|
23 |
Principal Shareholders and Control Persons
|
24 |
Proxy Voting Procedures and Guidelines
|
24 |
Adviser
|
24 |
Expenses
|
25 |
Expense Limitations
|
26 |
Sub-Adviser
|
26 |
Principal Underwriter
|
28 |
Other Service Providers
|
28 |
Portfolio Transactions
|
29 |
Shareholder Reinvestment Program
|
31 |
Tax Considerations
|
32 |
Financial Statements
|
42 |
Appendix A – Proxy Voting Procedures and Guidelines
|
A-1 |
1940 Act File No. | 811-05410 |
163279 | (0618-062918) |
1. | issue senior securities, except insofar as the Fund may be deemed to have issued a senior security by reason of: (i) entering into certain interest rate hedging transactions; (ii) entering into reverse repurchase agreements; (iii) borrowing money in an amount permitted under the 1940 Act, including the rules, regulations, interpretations thereunder, and any exemptive relief provided by the SEC; or (iv) issuing a class or classes of preferred shares in an amount not exceeding 50%, or such other percentage permitted by law, of the Fund’s total assets less all liabilities and indebtedness not represented by senior securities; |
2. | invest more than 25% of its total assets in any industry; |
3. | invest in marketable warrants other than those acquired in conjunction with Senior Loans and such warrants will not constitute more than 5% of its assets; |
4. | make investments in any one issuer other than U.S. government securities if, immediately after such purchase or acquisition, more than 5% of the value of the Fund’s total assets would be invested in such issuer, or the Fund would own more than 25% of any outstanding issue, except that up to 25% of the Fund’s total assets may be invested without regard to the foregoing restrictions. For the purpose of the foregoing restriction, the Fund will consider the borrower of a Senior Loan to be the issuer of such Senior Loan. In addition, with respect to a Senior Loan under which the Fund does not have privity with the borrower or would not have a direct cause of action against the borrower in the event of the failure of the borrower to pay scheduled principal or interest, the Fund will also separately meet the foregoing requirements and consider each interpositioned bank (a lender from which the Fund acquires a Senior Loan) to be an issuer of the Senior Loan; |
5. | act as an underwriter of securities, except to the extent that it may be deemed to act as an underwriter in certain cases when disposing of its portfolio investments or acting as an agent or one of a group of co-agents in originating Senior Loans; |
6. | purchase or sell equity securities (except that the Fund may, incidental to the purchase or ownership of an interest in a Senior Loan, or as part of a borrower reorganization, acquire, sell and exercise warrants and/or acquire or sell other equity securities), real estate, real estate mortgage loans, commodities, commodity futures contracts, or oil or gas exploration or development programs; or sell short, purchase or sell straddles, spreads, or combinations thereof, or write put or call options; |
7. | make loans of money or property to any person, except that the Fund: (i) may make loans to corporations or other business entities, or enter into leases or other arrangements that have the characteristics of a loan; (ii) may lend portfolio instruments; and (iii) may acquire securities subject to repurchase agreements; |
8. | purchase shares of other investment companies, except in connection with a merger, consolidation, acquisition or reorganization; or |
9. | make investments on margin or hypothecate, mortgage, or pledge any of its assets except for the purpose of securing borrowings as described above in connection with the issuance of senior securities and then only in an amount up to 33 1 ⁄ 3 % (50% in the case of the issuance of a preferred class of shares), or such other percentage permitted by law, of the value of the Fund’s total assets (including, with respect to borrowings, the amount borrowed) less all liabilities other than borrowings (or, in the case of the issuance of senior securities, less all liabilities and indebtedness not represented by senior securities). |
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 the Fund Complex Overseen by Trustees 2 | Other Board Positions Held by Trustees |
Independent Trustees | |||||
Colleen D. Baldwin
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 58 |
Trustee | October 2007 – Present | President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | 151 | DSM/Dentaquest, Boston MA (February 2014 – Present). |
John V. Boyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 64 |
Chairperson
Trustee |
January 2014 – Present
January 2005 – Present |
President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – Present). | 151 | None. |
Patricia W. Chadwick
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 69 |
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). | 151 | Wisconsin Energy Corporation (June 2006 – Present); The Royce Funds (23 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present). |
Martin J. Gavin
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 68 |
Trustee | August 2015 – Present | Retired. Formerly, President and Chief Executive Officer, Connecticut Children’s Medical Center (May 2006 – November 2015). | 151 | None. |
Russell H. Jones
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 74 |
Trustee | May 2013 – Present | Retired. | 151 | None. |
Patrick W. Kenny
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 75 |
Trustee | January 2005 – Present | Retired. | 151 | Assured Guaranty Ltd. (April 2004 – Present). |
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 the Fund Complex Overseen by Trustees 2 | Other Board Positions Held by Trustees |
Joseph E. Obermeyer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 60 |
Trustee | May 2013 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | 151 | None. |
Sheryl K. Pressler
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 67 |
Trustee | January 2006 – Present | Consultant (May 2001 – Present). | 151 | None. |
Christopher P. Sullivan
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 64 |
Trustee | October 2015 – Present | Retired. | 151 | None. |
Roger B. Vincent
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 72 |
Trustee | February 2002 – Present | Retired. | 151 | None. |
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 Trust 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 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 May 31, 2018. |
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, CT 06095 Age: 49 |
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, NY 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 20014 – August 2017). |
Stanley D. Vyner
230 Park Avenue New York, New York 10169 Age: 68 |
Executive Vice President
Chief Investment Risk Officer |
August 2003 - Present
September 2009 - Present |
Executive Vice President, Voya Investments, LLC (July 2000 – Present) and Chief Investment Risk Officer, Voya Investments, LLC (January 2003 – Present). |
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 |
James M. Fink
5780 Powers Ferry Rd. NW Atlanta, GA 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 Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 51 |
Chief Compliance Officer | February 2012 - Present | Senior Vice President Voya Investment Management, LLC and Chief Compliance Officer, Voya Family of Funds (February 2012- Present). |
Todd Modic
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 50 |
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
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 60 |
Senior Vice President and
Treasurer |
April 1995 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – Present) |
Kimberly A. Anderson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 53 |
Senior Vice President | November 2003 - Present | Senior Vice President, Voya Investments, LLC (September 2003 – Present). |
Jeffrey A. Bakalar
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 58 |
Senior Vice President | November 1999 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – Present) |
Elliot A. Rosen
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 65 |
Senior Vice President | May 2002 - Present | Senior Vice President, Voya Investment Management Co. LLC (February 1999 – Present) |
Robert Terris
5780 Powers Ferry Rd. NW Atlanta, GA 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). |
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 |
Fred Bedoya
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 45 |
Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2012 – Present). |
Maria M. Anderson
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 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 Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 58 |
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 Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 41 |
Vice President | September 2016 - Present | Vice President, Head of Fund Compliance, Chief Compliance Officer for 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); Assistant Vice President, Senior Project Manager (May 2008 – May 2013). |
Robyn L. Ichilov
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 50 |
Vice President | November 1997 - Present | Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC (August 1997 – Present). |
Jason Kadavy
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 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 Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 42 |
Vice President | March 2018 - Present | Vice President, Voya Investments, LLC and Voya Funds Services, LLC (March 2018 – Present); Vice President, Voya Investments Distributor, LLC (April 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). |
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 |
Kimberly K. Springer
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 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 Road, Suite 100 Scottsdale, AZ 85258-2034 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). Formerly, Assistant Vice President – Director of Tax, Voya Funds Services, LLC (March 2008 – February 2013). |
Monia Piacenti
One Orange Way Windsor, CT 06095 Age: 41 |
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); Senior Compliance Officer, Voya Investment Management (December 2009 – Present). |
Huey P. Falgout, Jr.
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 54 |
Secretary | August 2003 - Present | Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Paul A. Caldarelli
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 66 |
Assistant Secretary | June 2010 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
Theresa K. Kelety
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 Age: 55 |
Assistant Secretary | August 2003 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
1 | The Officers hold office until the next annual meeting of the Board of Trustees and until their successors shall have been elected and qualified. |
Joint IRC | IRC E | IRC F | |
Voya Prime Rate Trust | X |
Fund | Dollar Range of Equity Securities in the Fund as of December 31, 2017 | ||||
Colleen D. Baldwin | John V. Boyer | Patricia W. Chadwick | Martin J. Gavin | Russell H. Jones | |
Voya Prime Rate Trust | None | None | None | None | None |
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 of Trustee | Name of Owners and Relationship to Trustee | Company | Title of Class | Value of Securities | Percentage of Class |
Colleen D. Baldwin | N/A | N/A | N/A | N/A | N/A |
John V. Boyer | N/A | N/A | N/A | N/A | N/A |
Patricia W. Chadwick | N/A | N/A | N/A | N/A | N/A |
Martin J. Gavin | N/A | N/A | N/A | N/A | N/A |
Russell H. Jones | N/A | N/A | N/A | N/A | N/A |
Patrick W. Kenny | N/A | N/A | N/A | N/A | N/A |
Joseph Obermeyer | N/A | N/A | N/A | N/A | N/A |
Sheryl K. Pressler | N/A | N/A | N/A | N/A | N/A |
Christopher P. Sullivan | N/A | N/A | N/A | N/A | N/A |
Roger B. Vincent | N/A | N/A | N/A | N/A | N/A |
1 | Mr. Drotch retired as a Trustee effective December 31, 2017. |
2 | During the fiscal year ended February 28, 2018, Ms. Baldwin, Mr. Boyer, Mr. Gavin, Mr. Jones, Mr. Kenny, Mr. Obermeyer, and Ms. Pressler deferred $50,000.00, $20,000.00, $165,000.00, $160,000.00, $90,000.00, $36,000.00, and $48,000.00, respectively, of their compensation from the Voya family of funds. |
Name of Fund | Class | Name and Address |
Percentage
of Class |
Percentage
of Fund |
Voya Prime Rate Trust | Beneficial Owner |
Cede & Co
PO Box 20 Bowling Green Station New York, NY 10274-0020 |
81.37% | 81.37% |
Voya Prime Rate Trust | Beneficial Owner |
Voya Prime Rate Trust
Treasury Account Attn: Voya Control Dept 4400 Computer Dr Westborough, MA 01581-1755 |
15.63% | 15.63% |
Fund | February 28 or 29, as applicable | ||
2018 | 2017 | 2016 | |
Voya Prime Rate Trust | |||
Management Fee (Prior to May 1, 2015) | None | None | $ 1,634,695.75 |
Administrative Services Fee (Prior to May 1, 2015) | None | None | $ 510,842.00 |
Management Fee including Administrative Services (effective May 1, 2015) | $12,443,442.00 | $12,361,772.00 | $10,264,450.25 |
Fund | February 28 or 29, as applicable | ||
2018 | 2017 | 2016 | |
Voya Prime Rate Trust | ($75,154.00) | ($3,385.00) | $ 0.00 |
Sub-Adviser | Annual Sub-Advisory Fee |
Voya Investment Management Co. LLC (“Voya IM”) | 0.3600% |
Fund | February 28 or 29, as applicable | ||
2018 | 2017 | 2016 | |
Voya Prime Rate Trust | $4,266,341.77 | $4,238,321.94 | $4,255,204.57 |
Portfolio Manager | Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | |||
Number of Accounts | Total Assets | Number of Accounts | Total Assets | Number of Accounts | Total Assets | |
Jeffrey A. Bakalar | 3 | $3,815,914,709 | 56 | $8,431,753,322 | 8 | $2,051,217,508 |
Daniel A. Norman | 3 | $3,815,914,709 | 56 | $8,431,753,322 | 8 | $2,051,217,508 |
Portfolio Manager | Dollar Range of Fund Shares Owned |
Jeffrey A. Bakalar | $ 50,001-$100,000 |
Daniel A. Norman | $500,001-$1,000,000 |
PROXY VOTING PROCEDURES AND GUIDELINES
VOYA FUNDS
VOYA INVESTMENTS, LLC
Date Last Revised: March 15, 2018
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Introduction
The purpose of these Proxy Voting Procedures and Guidelines (the Procedures, the Guidelines) is to set forth the Board of Directors/Trustees of the Voya funds (the Board) instructions to Voya Investments, LLC (referred to as the Advisor) for the voting of proxies for each fund the Board serves as Director/Trustee (the Funds).
The Board may elect to delegate proxy voting to a sub-advisor of the Funds and also approve the sub-advisors proxy policies and procedures for implementation on behalf of such Voya fund (a Sub-Advisor-Voted Fund). A Sub-Advisor-Voted Fund is not covered under these Procedures and Guidelines, except as described in the Reporting and Record Retention section below with respect to vote reporting requirements. However, they are covered by those sub-advisors proxy policies, provided that the Board has approved them.
These Procedures and Guidelines incorporate principles and guidance set forth in relevant pronouncements of the Securities and Exchange Commission (SEC) and its staff on the fiduciary duty of the Board to ensure that proxies are voted in a timely manner and that voting decisions are in the Funds beneficial owners best interest.
The Board, through these instructions, delegates to the Advisors Proxy Coordinator the responsibility to vote the Funds proxies in accordance with these Procedures and Guidelines on behalf of the Board. The Board further delegates to the Compliance Committee of the Board certain oversight duties regarding the Advisors functions as it pertains to the voting of the Funds proxies.
The Board directs the engagement of a Proxy Advisory Firm to be initially appointed and annually reviewed and approved by the Board. The Proxy Coordinator is responsible for overseeing the Proxy Advisory Firm and shall direct the Proxy Advisory Firm to vote proxies in accordance with the Guidelines.
These Procedures and Guidelines will be reviewed by the Boards Compliance Committee annually, and will be updated when appropriate. No change to these Procedures and Guidelines will be made except pursuant to Board direction. Non-material amendments, however, may be approved for immediate implementation by the Boards Compliance Committee, subject to ratification by the full board at its next regularly scheduled meeting.
Advisors Roles and Responsibilities
Proxy Coordinator
The Voya Proxy Coordinator shall direct the Proxy Advisory Firm to vote proxies on behalf of the Funds and the Advisor in connection with annual and special meetings of shareholders (except those regarding bankruptcy matters and/or related plans of reorganization).
The Proxy Coordinator is responsible for overseeing the Proxy Advisory Firm (as defined in the Proxy Advisory Firm section below) and voting the Funds proxies in accordance with the Procedures and Guidelines on behalf of the Funds and the Advisor. The Proxy Coordinator is authorized to direct the Proxy Advisory Firm to vote a Funds proxy in accordance with the Procedures and Guidelines. Responsibilities assigned to the Proxy Coordinator, or activities that support it, may be performed by such members of the Proxy Group (as defined in the Proxy Group section below) or employees of the Advisors affiliates as the Proxy Group deems appropriate.
The Proxy Coordinator is also responsible for identifying and informing Counsel (as defined in the Counsel section below) of potential conflicts between the proxy issuer and the Proxy Advisory Firm, the Advisor, the Funds principal underwriters, or an affiliated person of the Funds. The Proxy Coordinator will identify such potential conflicts of interest based on information the Proxy Advisory Firm periodically provides; client analyses, distributor, broker-dealer, and vendor lists; and information derived from other sources, including public filings.
Proxy Advisory Firm
The Proxy Advisory Firm is responsible for coordinating with the Funds custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely manner. To the extent applicable, the Proxy Advisory Firm is required to provide research, analysis, and vote
Revision Date: March 15, 2018
recommendations under its Proxy Voting guidelines. Additionally, the Proxy Advisory Firm is required to produce custom vote recommendations in accordance with the Guidelines and their vote recommendations.
Proxy Group
The members of the Proxy Group, which may include employees of the Advisors affiliates, are identified in Exhibit 1 , and may be amended from time to time at the Advisors discretion except that the Funds Chief Investment Risk Officer, the Funds Chief Compliance Officer, and the Funds Proxy Coordinator shall be members unless the Board determines otherwise.
Investment Professionals
The Funds sub-advisors and/or portfolio managers are each referred to herein as an Investment Professional and collectively, Investment Professionals. The Board encourages the Funds Investment Professionals to submit a recommendation to the Proxy Group regarding any proxy-voting-related proposal pertaining to the portfolio securities over which they have day-to-day portfolio management responsibility. Additionally, when requested, Investment Professionals are responsible for submitting a recommendation to the Proxy Group regarding proxy voting related proxy contests, proposals related to companies with dual class shares with superior voting rights, or mergers and acquisitions involving to the portfolio securities over which they have day-to-day portfolio management responsibility.
Counsel
A member of the mutual funds legal practice group of the Advisor (Counsel) is responsible for determining if a potential conflict of interest involving a proxy issuer is in fact a conflict of interest. If Counsel deems a proxy issuer to be a conflict of interest, the Counsel must notify the Proxy Coordinator, who will in turn notify the Chair of the Compliance Committee of such conflict of interest.
Proxy Voting Procedures
Proxy Group Oversight
A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum is either the Funds Chief Investment Risk Officer or the Funds Chief Compliance Officer) will constitute a quorum for purposes of taking action at any meeting of the Group.
The Proxy Group may meet in person or by telephone. The Proxy Group also may take action via email in lieu of a meeting, provided that the Proxy Coordinator follows the directions of a majority of a quorum responding via e-mail.
A Proxy Group meeting will be held whenever:
· The Proxy Coordinator receives a recommendation from an Investment Professional to vote a Funds proxy contrary to the Guidelines.
· The Proxy Advisory Firm has made no recommendation on a matter and the Procedures do not provide instruction.
· A matter requires case-by-case consideration, including those in which the Proxy Advisory Firms recommendation is deemed to be materially conflicted.
· The Proxy Coordinator requests the Proxy Groups input and vote recommendation on a matter.
At its discretion, the Proxy Group may provide the Proxy Coordinator with standing instructions to perform responsibilities and related activities assigned to the Proxy Group, on its behalf, provided that such instructions do not violate any requirements of these Procedures or the Guidelines.
If the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Proxy Advisory Firms recommendation, these recommendations do not violate any requirements of these Procedures or the Guidelines, and no conflict of interest exists, the Proxy Coordinator may implement the instructions without calling a Proxy Group meeting.
For each proposal referred to the Proxy Group, it will review:
· The relevant Procedures and Guidelines,
· The recommendation of the Proxy Advisory Firm, if any,
· The recommendation of the Investment Professional(s), if any,
· Other resources that any Proxy Group member deems appropriate to aid in a determination of a recommendation.
Vote Instruction
While the vote of a simple majority of the voting members present will determine any matter submitted to a vote, tie votes will be resolved by securing the vote of members not present at the meeting. The Proxy Coordinator will ensure compliance with all applicable voting and conflict of interest procedures, and will use best efforts to secure votes from as many absent members as may reasonably be accomplished, providing such members with a substantially similar level of relevant information as that provided at the in-person meeting.
In the event a tie vote cannot be resolved, or in the event that the vote remains a tie, the Proxy Coordinator will refer the vote to the Compliance Committee Chair for vote determination.
In the event a tie vote cannot be timely resolved in connection with a voting deadline, the Proxy Coordinator will vote in accordance with the Proxy Advisory Firms recommendation.
A member of the Proxy Group may abstain from voting on any given matter, provided that the member does not participate in the Proxy Group discussion(s) in connection with the vote determination. If abstention results in the loss of quorum, the process for resolving tie votes will be observed.
If the Proxy Group recommends that a Fund vote contrary to the Guidelines, as might be the case upon review of a recommendation from an Investment Professional, the Proxy Coordinator will follow the procedures in the Out-of-Guidelines section below.
Vote Classification
These Procedures and Guidelines specify how the Funds generally will vote with respect to the proposals indicated. Unless otherwise noted, the Proxy Group instructs the Proxy Coordinator, on behalf of the Advisor, to vote in accordance with these Procedures and Guidelines.
Within-Guidelines Votes: Votes in Accordance with the Guidelines
In the event the Proxy Group and, where applicable, an Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Proxy Advisory Firm, through the Proxy Coordinator, to vote in this manner.
Out-of-Guidelines Votes: Votes Contrary to the Guidelines
A vote would be considered Out-of-Guidelines if the:
· Vote is contrary to the Guidelines based on the Compliance Committee or Proxy Group determination that the application of the Guidelines is inapplicable or inappropriate under the circumstances. Such votes include, but are not limited to votes cast based on the recommendation of an Investment Professional.
· Vote is contrary to the Guidelines unless the Guidelines stipulate Case-by-Case consideration or that primary consideration will be given to input from an Investment Professional, notwithstanding that the vote appears contrary to these Procedures and Guidelines and/or the Proxy Advisory Firms recommendation.
Routine Matters
Upon instruction from the Proxy Coordinator, the Proxy Advisory Firm will submit a vote as described in these Procedures and Guidelines where there is a clear policy ( e.g. , For, Against, Withhold, or Abstain) on a proposal.
Matters Requiring Case-by-Case Consideration
The Proxy Advisory Firm will refer proxy proposals to the Proxy Coordinator when these Procedures and Guidelines indicate Case-by-Case. Additionally, the Proxy Advisory Firm will refer any proxy proposal under circumstances where the application of these Procedures and Guidelines is unclear, appears to involve unusual or controversial issues, or is silent regarding the proposal.
Upon receipt of a referral from the Proxy Advisory Firm, the Proxy Coordinator may solicit additional research or clarification from the Proxy Advisory Firm, Investment Professional(s), or other sources.
The Proxy Coordinator will review matters requiring Case-by-Case consideration to determine if the Proxy Group had previously provided the Proxy Coordinator with standing vote instructions, or a provision within
the Guidelines is applicable based on prior voting history.
If a matter requires input and a vote determination from the Proxy Group, the Proxy Coordinator will forward the Proxy Advisory Firms analysis and recommendation, the Proxy Coordinators recommendation and/or any research obtained from the Investment Professional(s), the Proxy Advisory Firm, or any other source to the Proxy Group. The Proxy Group may consult with the Proxy Advisory Firm and/or Investment Professional(s) as appropriate.
The Proxy Coordinator will use best efforts to convene a Proxy Group meeting with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with a voting deadline, it is the policy of the Funds and Advisor to vote in accordance with the Proxy Advisory Firms recommendation.
Non-Votes: Votes in which No Action is Taken
The Proxy Coordinator will make reasonable efforts to secure and vote all proxies for the Funds, including markets where shareholders rights are limited. Nevertheless, the Proxy Group may recommend that a Fund refrain from voting under certain circumstances including:
· The economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant, e.g. , proxies in connection with fractional shares, securities no longer held in the portfolio of a Voya fund or proxies being considered on behalf of a Fund that is no longer in existence.
· The cost of voting a proxy outweighs the benefits, e.g. , certain international proxies, particularly in cases when share blocking practices may impose trading restrictions on the relevant portfolio security.
In such cases, the Proxy Group may instruct the Proxy Advisory Firm, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Groups review of a specific proxy.
Further, Counsel may require the Proxy Coordinator to abstain from voting any proposal that is subject to a material conflict of interest provided that abstaining has no effect on the vote outcome.
Matters Requiring Further Consideration
Referrals to the Compliance Committee
If a vote is deemed Out-of-Guidelines and Counsel has determined that a material conflict of interest appears to exist with respect to the party or parties ( i.e . Proxy Advisory Firm, the Advisor, underwriters, affiliates, any participating Proxy Group member, or any Investment Professional(s)) participating in the voting process, the Proxy Coordinator will refer the vote to the Compliance Committee Chair.
Further, if an Investment Professional discloses a potential conflict of interest, and Counsel determines that the conflict of interest appears to exist, the proposal will also be referred to the Compliance Committee for review, regardless of whether the vote is Within- or Out-of-Guidelines.
The Compliance Committee will be provided all recommendations (including Investment Professional(s)), analyses, research, and Conflicts Reports and any other written materials used to establish whether a conflict of interest exists, and will instruct the Proxy Coordinator how such referred proposals should be voted.
The Proxy Coordinator will use best efforts to refer matters to the Compliance Committee for its consideration in a timely manner. In the event any such matter cannot be referred to or considered by the Compliance Committee in a timely manner, the Compliance Committees standing instruction is to vote Within Guidelines.
The Compliance Committee will receive a report detailing proposals that were voted Out-of-Guidelines, if the Investment Professionals recommendation was not acted on, or was referred to the Compliance Committee.
Consultation with Compliance Committee
The Proxy Coordinator may consult the Compliance Committee Chair for guidance on behalf of the Committee if application of these Procedures and Guidelines is unclear, or a recommendation is received from an Investment Professional in connection with any unusual or controversial issue.
Conflicts of Interest
The Advisor shall act in the Funds beneficial owners best interests and strive to avoid conflicts of interest.
Conflicts of interest can arise, for example, in situations where:
· The issuer is a vendor whose products or services are material to the Voya Funds, the Advisor or their affiliates;
· The issuer is an entity participating to a material extent in the distribution of the Voya Funds;
· The issuer is a significant executing broker dealer;
· Any individual that participates in the voting process for the Funds including an Investment Professional, a member of the Proxy Group, an employee of the Advisor, or Director/Trustee of the Board serves as a director or officer of the issuer; or
· The issuer is Voya Financial.
Potential Conflicts with a Proxy Issuer
The Proxy Coordinator is responsible for identifying and informing Counsel of potential conflicts with the proxy issuer. In addition to obtaining potential conflict of interest information described in the Roles and Responsibilities section above, members of the Proxy Group are required to disclose to the Proxy Coordinator any potential conflicts of interests prior to discussing the Proxy Advisory Firms recommendation.
The Proxy Group member will advise the Proxy Coordinator in the event he/she believes that a potential or perceived conflict of interest exists that may preclude him/her from making a vote determination in the best interests of the Funds beneficial owners. The Proxy Group member may elect to recuse himself/herself from consideration of the relevant proxy or have Counsel consider the matter, recusing him/herself only in the event Counsel determines that a material conflict of interest exists. If recusal, whether voluntary or pursuant to Counsels findings, does not occur prior to the members participation in any Proxy Group discussion of the relevant proxy, any Out-of-Guidelines Vote determination is subject to the Compliance Committee referral process. Should members of the Proxy Group verbally disclose a potential conflict of interest, they are required to complete a Conflict of Interest Report, which will be reviewed by Counsel.
Investment Professionals are also required to complete a Conflict of Interest Report or confirm that they do not have any potential conflicts of interests when submitting a vote recommendation to the Proxy Coordinator.
The Proxy Coordinator gathers and analyzes the information provided by the Proxy Advisory Firm, the Advisor, the Funds principal underwriters, affiliates of the Funds, Proxy Group members, Investment Professionals, and the Directors and Officers of the Funds. Counsel will document such potential material conflicts of interest on a consolidated basis as appropriate.
The Proxy Coordinator will instruct the Proxy Advisory Firm to vote the proxy as recommended by the Proxy Group if Counsel determines that a material conflict of interest does not appear to exist with respect to a proxy issuer, any participating Proxy Group member, or any participating Investment Professional(s).
Compliance Committee Oversight
The Proxy Coordinator will refer a proposal to the Funds Compliance Committee if the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has determined that a material conflict of interest appears to exist in order that the conflicted party(ies) have no opportunity to exercise voting discretion over a Funds proxy.
The Proxy Coordinator will refer the proposal to the Compliance Committee Chair, forwarding all information relevant to the Compliance Committees review, including the following or a summary of its contents:
· The applicable Procedures and Guidelines
· The Proxy Advisory Firm recommendation
· The Investment Professional(s)s recommendation, if available
· Any resources used by the Proxy Group in arriving at its recommendation
· Counsels findings
· Conflicts Report(s) and/or any other written materials establishing whether a conflict of interest exists.
In the event a member of the Funds Compliance Committee believes he/she has a conflict of interest that would preclude him/her from making a vote determination in the best interests of the applicable Funds
beneficial owners, the Compliance Committee member will advise the Compliance Committee Chair and recuse himself/herself with respect to the relevant proxy determinations.
Conflicts Reports
Investment Professionals, the Proxy Advisory Firm, and members of the Compliance Committee, the Proxy Group, and the Proxy Coordinator are required to disclose any potential conflicts of interest and/or confirm they do not have a conflict of interest in connection with their participation in the voting process for portfolio securities. The Conflicts Report should describe any known relationships of either a business or personal nature that Counsel has not previously assessed, which may include communications with respect to the referral item, but excluding routine communications with or submitted to the Proxy Coordinator or Investment Professional(s) on behalf of the subject company or a proponent of a shareholder proposal.
The Conflicts Report should also include written confirmation that the Investment Professional based the recommendation in connection with an Out-of-Guidelines Vote or under circumstances where a conflict of interest exists solely on the investment merits of the proposal and without regard to any other consideration.
Completed Conflicts Reports should be provided to the Proxy Coordinator as soon as possible and may be submitted to the Proxy Coordinator verbally, provided the Proxy Coordinator completes the Conflicts Report, and the submitter reviews and approves the Conflict Report in writing.
The Proxy Coordinator will forward all Conflicts Reports to Counsel for review. Upon review, Counsel will provide the Proxy Coordinator with a brief statement indicating if a material conflict of interest is present.
Counsel will document such potential conflicts of interest on a consolidated basis as appropriate rather than maintain individual Conflicts Reports.
Assessment of the Proxy Advisory Firm
The Proxy Coordinator, on behalf of the Board and the Advisor, will assess if the Proxy Advisory Firm:
· Is independent from the Advisor
· Has resources that indicate it can competently provide analysis of proxy issues
· Can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners
· Has adequate compliance policies and procedures to:
· Ensure that its proxy voting recommendations are based on current and accurate information
· Identify and address conflicts of interest.
The Proxy Coordinator will utilize, and the Proxy Advisory Firm will comply with, such methods for completing the assessment as the Proxy Coordinator may deem reasonably appropriate. The Proxy Advisory Firm will also promptly notify the Proxy Coordinator in writing of any material change to information previously provided to the Proxy Coordinator in connection with establishing the Proxy Advisory Firms independence, competence, or impartiality.
Information provided in connection with the Proxy Advisory Firms potential conflict of interest will be forwarded to Counsel for review. Counsel will review such information and advise the Proxy Coordinator as to whether a material concern exists and if so, determine the most appropriate course of action to eliminate such concern.
Voting Funds of Funds, Investing Funds and Feeder Funds
Funds that are Funds-of-Funds will echo vote their interests in underlying mutual funds, which may include mutual funds other than the Voya funds indicated on Voyas website (www.voyainvestments.com). Meaning that, if the Fund-of-Funds must vote on a proposal with respect to an underlying investment company, the Fund-of-Funds will vote its interest in that underlying fund in the same proportion all other shareholders in the underlying investment company voted their interests.
However, if the underlying fund has no other shareholders, the Fund-of-Funds will vote as follows:
· If the Fund-of-Funds and the underlying fund are being solicited to vote on the same proposal ( e.g. , the election of fund directors/trustees), the Fund-of-Funds will vote the shares it holds in the underlying fund in the same proportion as all votes received from the holders of the Fund-of-Funds shares with respect to that proposal.
· If the Fund-of-Funds is being solicited to vote on a proposal for an underlying fund ( e.g. , a new Sub-Advisor to the underlying fund), and there is no corresponding proposal at the Fund-of-Funds level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal.
An Investing Fund ( e.g ., any Voya fund), while not a Fund-of-Funds will have the foregoing Fund-of-Funds procedure applied to any Investing Fund that invests in one or more underlying funds. Accordingly:
· Each Investing Fund will echo vote its interests in an underlying fund, if the underlying fund has shareholders other than the Investing Fund.
· In the event an underlying fund has no other shareholders, and the Investing Fund and the underlying fund are being solicited to vote on the same proposal, the Investing Fund will vote its interests in the underlying fund in the same proportion as all votes received from the holders of its own shares on that proposal.
· In the event an underlying fund has no other shareholders, and there is no corresponding proposal at the Investing Fund level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal.
A fund that is a Feeder Fund in a master-feeder structure passes votes requested by the underlying master fund to its shareholders. Meaning that, if the master fund solicits the Feeder Fund, the Feeder Fund will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to how it should vote its interest in an underlying master fund.
When a Voya fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master funds proxy voting policies and procedures. As such, except as described in the Reporting and Record Retention section below, Feeder Funds will not be subject to these Procedures and Guidelines.
Securities Lending
Many of the Funds participate in securities lending arrangements to generate additional revenue for the Fund. Accordingly, the Fund will not be able to vote securities that are on loan under these arrangements. However, under certain circumstances, for voting issues that may have a significant impact on the investment, the Proxy Group or Proxy Coordinator may request to recall securities that are on loan if they determine that the benefit of voting outweighs the costs and lost revenue to the Fund and the administrative burden of retrieving the securities.
Investment Professionals may also deem a vote is material in the context of the portfolio(s) they manage. Therefore, they may request that lending activity on behalf of their portfolio(s) with respect to the relevant security be reviewed by the Proxy Group and considered for recall and/or restriction. The Proxy Group will give primary consideration to relevant Investment Professional input in its determination of whether a given proxy vote is material and the associated security accordingly restricted from lending. The determination that a vote is material in the context of a Funds portfolio will not mean that such vote is considered material across all Funds voting at that meeting. In order to recall or restrict shares on a timely basis for material voting purposes, the Proxy Coordinator, on behalf of the Proxy Group, will use best efforts to consider, and when appropriate, to act upon, such requests on a timely basis. Requests to review lending activity in connection with a potentially material vote may be initiated by any relevant Investment Professional and submitted for the Proxy Groups consideration at any time.
Reporting and Record Retention
Reporting by the Funds
Annually, as required, each Fund and each Sub-Advisor-Voted Fund will post its proxy voting record, or a link to the prior one-year period ending on June 30 th on the Voya Funds website. The proxy voting record for each Fund and each Sub-Advisor-Voted Fund will also be available on Form N-PX in the EDGAR database on the website of the Securities and Exchange Commission (SEC). For any Voya fund that is a feeder in a master/feeder structure, no proxy voting record related to the portfolio securities owned by the master fund will be posted on the Voya funds website or included in the Funds Form N-PX; however, a cross-reference to the master funds proxy voting record as filed in the SECs EDGAR database will be
included in the Funds Form N-PX and posted on the Voya funds website. If an underlying master fund solicited any Feeder Fund for a vote during the reporting period, a record of the votes cast by means of the pass-through process described above will be included on the Voya funds website and in the Feeder Funds Form N-PX.
Reporting to the Compliance Committee
At each regularly scheduled quarterly Compliance Committee meeting, the Compliance Committee will receive a report from the Proxy Coordinator indicating each proxy proposal, or a summary of such proposals, that was:
1. Voted Out-of-Guidelines, including any proposals voted Out-of-Guidelines as a result of special circumstances raised by an Investment Professional;
2. Voted Within-Guidelines in cases when the Proxy Group did not agree with an Investment Professionals recommendation;
3. Referred to the Compliance Committee for determination.
The report will indicate the name of the company, the substance of the proposal, a summary of the Investment Professionals recommendation, where applicable, and the reasons for voting, or recommending, an Out-of-Guidelines Vote or, in the case of (2) above, a Within-Guidelines Vote.
Reporting by the Proxy Coordinator on behalf of the Advisor
The Advisor will maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following:
· A copy of each proxy statement received regarding a Funds portfolio securities. Such proxy statements the issuers send are available either in the SECs EDGAR database or upon request from the Proxy Advisory Firm.
· A record of each vote cast on behalf of a Fund.
· A copy of any Advisor-created document that was material to making a proxy vote decision, or that memorializes the basis for that decision.
· A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Advisor voted proxies on behalf of a Fund.
· A record of all recommendations from Investment Professionals to vote contrary to the Guidelines.
· All proxy questions/recommendations that have been referred to the Compliance Committee, and all applicable recommendations, analyses, research, Conflict Reports, and vote determinations.
All proxy voting materials and supporting documentation will be retained for a minimum of six years, the first two years in the Advisors office.
Records Maintained by the Proxy Advisory Firm
The Proxy Advisory Firm will retain a record of all proxy votes handled by the Proxy Advisory Firm. Such record must reflect all the information required to be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Proxy Advisory Firm is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Advisor upon request.
PROXY VOTING GUIDELINES
Introduction
Proxies must be voted in the best interest of the Funds beneficial owners. The Guidelines summarize the Funds positions on various issues of concern to investors, and give an indication of how Fund securities will be voted on proposals dealing with particular issues. Nevertheless, the Guidelines are not exhaustive, do not include all potential voting issues, and proposals may be addressed, as necessary, on a CASE-BY-CASE basis rather than according to the Guidelines, factoring in the merits of the rationale and disclosure provided.
These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available will be considered CASE-BY-CASE .
The Board encourages Investment Professionals to submit a recommendation to the Proxy Group regarding proxy voting related to the portfolio securities over which they have day-to-day portfolio management responsibility. Recommendations from the Investment Professionals may be submitted or requested in connection with any proposal and are likely to be requested with respect to proxies for private equity or fixed income securities and/or proposals related to merger transactions/corporate restructurings, proxy contests, or unusual or controversial issues.
These policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.
Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement, or other legal requirement to which an issuer may be or become subject. No proposal will be supported whose implementation would contravene such requirements.
General Policies
The Funds policy is generally to support the recommendation of the relevant companys management when the Proxy Advisory Firms recommendation also aligns with such recommendation and to vote in accordance with the Proxy Advisory Firms recommendation when management has made no recommendation. However, this policy will not apply to CASE-BY-CASE proposals for which a contrary recommendation from the relevant Investment Professional(s) is being utilized.
Input from Investment Professionals will be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund if they involve merger transactions/corporate restructurings, proxy contests, fixed income or private equity securities, or unusual or controversial issues.
The Funds policy is to not support proposals that would impose a negative impact on existing rights of the Funds beneficial owners to the extent that any positive impact would not be determined sufficient to outweigh removal or diminution of such rights. Depending on the relevant market, appropriate opposition may be expressed as an ABSTAIN, AGAINST, or WITHHOLD vote.
International Policies
Companies incorporated outside the U.S. are subject to the foregoing U.S. Guidelines if they are listed on a U.S. exchange and treated as a U.S. domestic issuer by the SEC. Where applicable, certain U.S. Guidelines may also be applied to companies incorporated outside the U.S., e.g. , companies with a significant base of U.S. operations and employees. However, the following provide for differing regulatory and legal requirements, market practices, and political and economic systems existing in various international markets.
Funds will vote AGAINST international proxy proposals when the Proxy Advisory Firm recommends voting AGAINST such proposal because relevant disclosure by the company, or the time provided for consideration of such disclosure, is inadequate.
The Funds will consider proposals that are associated with a firm AGAINST vote on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends their support when:
· The company or market transitions to better practices ( e.g ., having committed to new regulations or governance codes);
· The market standard is stricter than the Funds guidelines; or
· It is the more favorable choice when shareholders must choose between alternate proposals.
Proposal Specific Policies
As mentioned above, these policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.
Proxy Contests:
Consider votes in contested elections on a CASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).
Uncontested Proxies:
1- The Board of Directors
Overview
The Funds will lodge disagreement with a companys policies or practices by withholding support from the relevant proposal rather than from the director nominee(s) to which the Proxy Advisory Firm assigns a correlation. Support will be withheld from directors deemed responsible for governance shortfalls. If the director(s) are not standing for election ( e.g ., the board is classified), support will not be withheld from others in their stead. When a determination is made to withhold support due to concerns other than those related to an individual directors independence or actions, responsibility may be attributed to the entire board, a committee, or an individual, taking into consideration whether the desired effect is to send a message or to remove the director from service. The Funds approach is to apply the following vote accountability guideline (Vote Accountability Guideline):
· Board chair or relevant committee chair
· Lead director or committee member(s)
· All incumbent board members.
The Funds will vote FOR directors in connection with issues raised by the Proxy Advisory Firm if the director did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Proxy Advisory Firm.
Vote with the Proxy Advisory Firms recommendation when more candidates are presented than available seats and no other provisions under these Guidelines apply.
In cases where a director holds more than one board seat and corresponding votes, manifested as one seat as a physical person plus an additional seat as a representative of a legal entity, generally vote with the Proxy Advisory Firms recommendation to withhold support from the legal entity and vote on the physical person.
Bundled Director Slates
WITHHOLD support from directors or slates of directors when they are presented in a manner not aligned with market best practice and/or regulation, irrespective of complying with independence requirements, such as:
· Bundled slates of directors ( e.g. , Canada , France , Hong Kong , or Spain );
· In markets with term lengths capped by regulation or market practice, directors whose terms exceed the caps or are not disclosed; or
· Directors whose names are not disclosed in advance of the meeting or far enough in advance relative to voting deadlines to make an informed voting decision.
For companies with multiple slates in Italy , follow the Proxy Advisory Firms standards for assessing which slate is best suited to represent shareholder interests.
Independence
Director and Board/Committee Independence
The Fund will consider the relevant country or market listing exchange and the Proxy Advisory Firms standards with respect to determining director independence and Board/Committee independence levels. Note: Non-voting directors ( e.g. , director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence.
The Funds will consider non-independent directors standing for election on a CASE-BY-CASE basis when the full board or committee does not meet the market independence requirements.
· WITHHOLD support from the fewest non-independent directors including the Founder, Chairman or CEO if their removal would achieve the independence requirements across the remaining board, except that support may be withheld from additional directors whose relative level of independence cannot be differentiated, or the number required to achieve the independence requirements is equal to or greater than the number of non-independent directors standing for election.
· WITHHOLD support from slates of directors if the boards independence cannot be ascertained due to inadequate disclosure or when the boards independence does not meet the applicable independence requirements of the relevant exchange.
· WITHHOLD support from key committee slates if they contain non-independent directors in the election.
· WITHHOLD support from non-independent directors if the full board serves or the board has not established such a committee, and relevant country or market listing exchange requires the establishment of such committee.
Self-Nominated/Shareholder-Nominated Director Candidates
Consider self-nominated or shareholder-nominated director candidates on a CASE-BY-CASE basis. WITHHOLD support from the candidate when:
· Adequate disclosure has not been provided ( e.g. , rationale for candidacy and candidates qualifications relative to the company);
· A candidate will not be supported if the candidates agenda is not in line with the long-term best interests of the company; or
· Cases of multiple self-nominated candidates may be considered as a proxy contest if similar issues are raised ( e.g. , potential change in control).
Management Proposals Seeking Non-Board Member Service on Key Committees
Vote AGAINST proposals that permit non-board members to serve on the audit, remuneration (compensation), nominating and/or governance committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s) except where best market practice otherwise dictates.
Consider other concerns regarding committee members on a CASE-BY-CASE basis.
Shareholder Proposals Regarding Board/Key Committee Independence
· Vote AGAINST shareholder proposals asking that the independence be greater than that required by the country or market listing exchange, or asking to redefine director independence.
Board Member Roles and Responsibilities
The Funds generally will review issues of the corresponding proposal ( e.g ., advisory vote on executive compensation or auditor ratification) rather than on the board or relevant committee members.
Attendance
WITHHOLD support from a director who, during both of the most recent two years, has served on the board during the two-year period but attended less than 75 percent of the board and committee meetings without a valid reason for the absences or if the two-year attendance record cannot be ascertained from available disclosure ( e.g ., the company did not disclose which director(s) attended less than 75 percent of the board and committee meetings during the directors period of service without a valid reason for the absences).
The two-year attendance policy shall be applied to attendance of statutory auditors at Japanese companies.
Over-boarding
Vote FOR directors without regard to over-boarding issues, unless when in conjunction with attendance issues during the most recent year. Consider such circumstances on a CASE-BY-CASE basis.
Vote AGAINST shareholder proposals limiting the number of public company boards on which a director may serve.
Combined Chairman / CEO Role
Vote FOR directors without regard to recommendations that the position of chairman should be separate from that of CEO, or should otherwise require to be independent, unless other concerns requiring CASE-BY-CASE consideration are raised ( e.g ., former CEOs proposed as board chairmen in markets, such as the United Kingdom , for which best practice recommends against such practice).
Vote AGAINST shareholder proposals requiring that the positions of chairman and CEO be held separately, unless significant corporate governance concerns have been cited. Consider such circumstances on a CASE-BY-CASE basis.
Cumulative/Net Voting Markets ( e.g., Russia )
When cumulative or net voting applies, generally follow the Proxy Advisory Firms approach to vote FOR nominees, such as when asserted by the issuer to be independent, irrespective of key committee membership, even if independence disclosure or criteria fall short of the Proxy Advisory Firms standards.
Board Accountability
Diversity
Consider directors on a CASE-BY-CASE basis according to the Vote Accountability Guideline if there is an absence of diversity on the board and the company fails to disclose a formal written diversity policy.
Consider shareholder proposals on a CASE-BY-CASE basis that request the company to adopt a policy to improve / promote diversity if there is an absence of diversity on the board and the company fails to disclose a formal written diversity policy.
Return On Equity
Vote FOR the top executive at companies in Japan if the only reason the Proxy Advisory Firms Withhold recommendation is due to the company underperforming in terms of capital efficiency or company performance; e.g . net losses or low return on equity (ROE).
Compensation Practices ( U.S. and Canada )
It is the Funds policy that matters of compensation are best determined by an independent board and compensation committee. Therefore, support may be withheld from compensation committee members whose actions or disclosure do not appear to support compensation practices aligned with the best interests of the company and its shareholders.
Where applicable, votes on compensation committee members in connection with compensation practices should be considered on a CASE-BY-CASE basis:
· Say on pay responsiveness . Compensation committee members opposed by the Proxy Advisory Firm for failure to sufficiently address compensation concerns prompting significant opposition to the most recent say on pay vote or continuing to maintain problematic pay practices will be considered on a CASE-BY-CASE basis, factoring in considerations such as level of shareholder opposition, subsequent actions taken by the compensation committee, and level of responsiveness disclosure.
· Say on pay frequency . WITHHOLD support according to the Vote Accountability Guideline if the Proxy Advisory Firm opposes directors because the company has failed to include a Say on Pay proposal
and/or a Frequency of Say on Pay proposal when required under SEC or market regulatory provisions; or implemented a say on pay schedule that is less frequent than the frequency most recently preferred by at least a plurality of shareholders.
· Commitments . Vote FOR compensation committee members receiving an adverse recommendation due to problematic pay practices or thresholds (e.g. burn rate) if the company makes a public commitment ( e.g. , via a Form 8-K filing) to rectify the practice on a going-forward basis. However, consider on a CASE-BY-CASE basis if the company does not rectify the practice by the following years annual general meeting.
For all other markets in which the issuer has not followed market practice by submitting a resolution on executive compensation, consider remuneration committee members on a CASE-BY-CASE basis.
Accounting Practices
Consider audit committee members and the companys CEO and CFO, if nominated as directors, on a CASE-BY-CASE basis if poor accounting practice concerns are raised, factoring in considerations such as:
· If the audit committee failed to remediate known on-going material weaknesses in the companys internal controls for more than a year.
· If the company has not yet had a full year to remediate the concerns since the time they were identified.
· If the company has taken adequate steps to remediate the concerns cited, which would typically include removing or replacing the responsible executives, and if the concerns are not re-occurring.
Vote FOR audit committee members, or the companys CEO or CFO if nominated as directors, who did not serve on the committee or did not have responsibility over the relevant financial function, during the majority of the time period relevant to the concerns cited.
WITHHOLD support on audit committee members according to the Vote Accountability Guideline if the company has failed to disclose auditors fees and has not provided an auditor ratification or remuneration proposal for shareholder vote.
Problematic Actions
Consider on a CASE-BY-CASE basis when the Proxy Advisory Firm recommends withholding support due to assessment that a director acted in bad faith or against shareholder interests in connection with a major transaction, such as a merger or acquisition, or due to other material failures or problematic actions, factoring in the merits of the directors performance, rationale, and disclosure provided.
WITHHOLD support from all members of the nominating / governance committee if the company is controlled by means of dual class stock with superior voting rights and does not have a reasonable sunset provision; i.e., fewer than five years.
Consider on a CASE-BY-CASE basis all directors if no nominating / governance committee directors are under consideration or if the company does not have nominating or governance committees. Investment Professionals that have day-to-day portfolio management responsibility for such companies will be requested to submit a recommendation to the Proxy Coordinator.
WITHHOLD support from directors when the Proxy Advisory Firm recommends withholding support due to the board unilaterally adopting by-law amendments that have a negative impact on existing shareholder rights or functions as a diminution of shareholder rights. Consider on a CASE-BY-CASE basis if all directors are under consideration.
Consider directors on a CASE-BY-CASE basis for concerns related to scandals, malfeasance, or negligent internal controls at the company, or that of an affiliate, when:
· Culpability can be attributed to the director ( e.g. , director manages or is responsible for the relevant function); or
· The director has been directly implicated, resulting in arrest, criminal charge, or regulatory sanction.
Vote FOR directors when the above factors have not been triggered.
Vote FOR a director if the Proxy Advisory Firm cites concerns regarding actions in connection with a directors service on an unaffiliated board and the company has provided adequate rationale regarding the appropriateness of the director to serve on the board under consideration.
Consider on a CASE-BY-CASE basis when the Proxy Advisory Firm recommends withholding support from any director due to share pledging concerns, factoring in the pledged amount, unwind time, and any historical concerns being raised. Responsibility will be assigned to the pledgor, where the pledged amount and unwind time are deemed significant and, therefore, an unnecessary risk to the company.
Anti-Takeover Measures
WITHHOLD support according to the Vote Accountability Guideline if the company implements excessive anti-takeover measures, including failure to remove restrictive poison pill features or to ensure a pills expiration or timely submission to shareholders for vote, unless a company has implemented a policy that should reasonably prevent abusive use of its poison pill.
Board Responsiveness
Vote FOR if the majority-supported shareholder proposal has been reasonably addressed or the Funds Guidelines or voting record did not support the relevant proposal or issue.
· In the U.S. , proposals seeking shareholder ratification of a poison pill may be deemed reasonably addressed if the company has implemented a policy that should reasonably prevent abusive use of the pill.
WITHHOLD support according to the Vote Accountability Guideline if the majority-supported shareholder proposal at issue is supported under these Guidelines and the board has not disclosed a credible rationale for not implementing the proposal.
If the board has not acted upon a director who did not receive shareholder support representing a majority of the votes cast at the previous annual meeting, consider directors on a CASE-BY-CASE basis.
Vote FOR when:
· The issue relevant to the majority negative vote has been adequately addressed or cured, which may include disclosure of the boards rationale; or
· The Funds Guidelines or voting record do not support the relevant proposal or issue causing the majority negative vote.
WITHHOLD support according to the Vote Accountability Guideline if the above provisions have not been satisfied.
BoardRelated Proposals
Classified/Declassified Board Structure
Vote AGAINST proposals to classify the board unless the proposal represents an increased frequency of a directors election in the staggered cycle (e.g., seeking to move from a three-year cycle to a two-year cycle).
Vote FOR proposals to repeal classified boards and to elect all directors annually.
Board Structure
Vote FOR management proposals to adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent, corporate governance concerns have been identified, or the proposal may result in a material reduction in shareholders rights.
For companies in Japan , generally follow the Proxy Advisory Firms approach to proposals seeking a board structure that would provide greater independence oversight of management and the board.
Board Size
Vote FOR proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations; however, vote AGAINST if seeking to remove shareholder approval rights.
Director and Officer Indemnification and Liability Protection
Consider on a CASE-BY-CASE basis, proposals on director and officer indemnification and liability protection, using Delaware law as the standard.
Vote AGAINST proposals to limit or eliminate entirely directors and officers liability in connection with monetary damages for violating the duty of care.
Vote AGAINST indemnification proposals that would expand coverage beyond legal expenses to acts that are more serious violations of fiduciary obligation, such as negligence.
Director and Officer Indemnification and Liability Protection (International)
Vote in accordance with the Proxy Advisory Firms standards (e.g. overly broad provisions).
Discharge of Management/Supervisory Board Members (International)
Vote FOR management proposals seeking the discharge of management and supervisory board members (including when the proposal is bundled), unless concerns are raised about the past actions of the companys auditors or directors, or legal or regulatory action is being taken against the board by other shareholders.
Vote FOR such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the company or its board.
Establish Board Committee
Vote FOR shareholder proposals that seek creation of a key committee of the board, unless the company claims an exemption of the listing exchange or the committee is not required under the listing exchange.
Vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.
Filling Board Vacancies / Removal of Directors
Vote AGAINST proposals that allow directors to be removed only for cause.
Vote FOR proposals to restore shareholder ability to remove directors with or without cause.
Vote AGAINST proposals that allow only continuing directors to elect replacements to fill board vacancies.
Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Stock Ownership Requirements
Vote AGAINST such shareholder proposals.
Term Limits / Retirement Age
Vote FOR management proposals and AGAINST shareholder proposals limiting the tenure of outside directors or imposing a mandatory retirement age for outside directors, unless the proposal seeks to relax existing standards.
2- Compensation
Frequency of Advisory Votes on Executive Compensation
Vote FOR proposals seeking an annual say on pay, and AGAINST those seeking less frequent.
Proposals to Provide an Advisory Vote on Executive Compensation ( Canada )
Vote FOR if it is an ANNUAL vote.
Executive Pay Evaluation
Advisory Votes on Executive Compensation (Say on Pay) and Remuneration Reports or Committee Members in Absence of Such Proposals
Vote FOR management proposals seeking ratification of the companys executive compensation structure unless the program includes practices or features not supported under these Guidelines, and the proposal receives a negative recommendation from the Proxy Advisory Firm.
Listed below are examples of compensation practices and provisions, and respective consideration treatment under the Guidelines, factoring in whether the company has provided reasonable rationale/disclosure for such factors or the proposal as a whole.
Consider on a CASE-BY-CASE basis:
· Single Trigger Equity Provisions
· Short-Term Investment Plans where the board has exercised discretion to exclude extraordinary items.
· Retesting in connection with achievement of performance hurdles
· Long-Term Incentive Plans where executives already hold significant equity positions.
· Long-Term Incentive Plans where the vesting or performance period is too short or stringency of the performance criteria is called into question.
· Pay Practices (or combination of practices) that appear to have created a misalignment between CEO pay and performance with regard to shareholder value.
· Long-Term Incentive Plans that lack an appropriate equity component ( e.g. , cash-based only).
· Excessive levels of discretionary bonuses, recruitment awards, retention awards, non-compete payments, severance/termination payments, perquisites (unreasonable levels in context of total compensation or purpose of the incentive awards or payouts).
Vote AGAINST :
· Provisions that permit or give the Board sole discretion for repricing, replacement, buy back, exchange, or any other form of alternative options. (Note: cancellation of options would not be considered an exchange unless the cancelled options were re-granted or expressly returned to the plan reserve for reissuance.)
· Single Trigger Cash Severance Provisions in new or materially amended plans, contracts, or payments that do not require an actual change in control in order to be triggered, or such provisions that are maintained in agreements previously opposed by a Fund.
· Plans that allow named executives officers to have material input into setting their pay.
· Short-Term Incentive Plans where treatment of payout factors has been inconsistent ( e.g. , exclusion of losses but not gains).
· Company in international markets that plans provide for contract or notice periods or severance/termination payments that exceed market practices, e.g ., relative to multiple of annual compensation.
· Compensation structures at externally-managed issuers (EMI) or externally-managed REITs (EMR) that lack adequate disclosure, based on the Proxy Advisory Firms assessment.
Golden Parachutes
Vote to ABSTAIN on golden parachutes if it is determined that the Funds would not have an economic interest, such as the case in an all-cash transaction, regardless of payout terms, amounts, thresholds, etc.
However, if an economic interest exists, vote AGAINST due to single or modified-single trigger cash severance provisions; otherwise consider on a CASE-BY-CASE basis taking into account if any of the following factors exist:
· Total NEO payout as a percentage of the total equity value.
· Aggregate of all single-triggered components (cash and equity) as a percentage of the total NEO payout.
· Excessive payout.
· Recent material amendments or new agreements that incorporate problematic features.
· CEO/NEO remains employed by merged/acquired company.
Equity-Based and Other Incentive Plans Including OBRA
Equity Compensation
Consider on a CASE-BY-CASE basis compensation and employee benefit plans, including those in connection with OBRA, or the issuance of shares in connection with such plans. Vote the plan or issuance based on factors and related vote treatment under the Executive Pay Evaluation section above or based on circumstances specific to such equity plans as follows:
Vote FOR the plan, if:
· Board independence is the only concern
· Amendment places a cap on annual grants
· Amendment adopts or changes administrative features to comply with Section 162(m) of OBRA
· Amendment adds performance-based goals to comply with Section 162(m) of OBRA
· Cash or cash-and-stock bonus components are being approved for exemption from taxes under Section 162(m) of OBRA
· Give primary consideration to managements assessment that such plan meets the requirements for exemption of performance-based compensation.
Vote AGAINST if the plan:
· Exceeds recommended costs ( U.S. or Canada ).
· Incorporates share allocation disclosure methods that prevent a cost or dilution assessment.
· Exceeds recommended burn rates and/or dilution limits, including cases in which dilution cannot be fully assessed ( e.g. , due to inadequate disclosure).
· Allows deep or near-term discounts (or the equivalent, such as dividend equivalents on unexercised options) to executives or directors.
· Provides for retirement benefits or equity incentive awards to outside directors if not in line with market practice.
· Allows financial assistance to executives, directors, subsidiaries, affiliates, or related parties that is not in line with market practice.
· Allows plan administrators to benefit from the plan as potential recipients.
· Allows for an overly liberal change in control definition. (This refers to plans that would reward recipients even if the event does not result in an actual change in control or results in a change in control but does not terminate the employment relationship.)
· Allows for post-employment vesting or exercise of options if deemed inappropriate.
· Allows plan administrators to make material amendments without shareholder approval.
· Allows procedure amendments that do not preserve shareholder approval rights.
Amendment Procedures for Equity Compensation Plans and Employee Stock Purchase Plans (ESPPs) (Toronto Stock Exchange Issuers)
Vote AGAINST if the amendment procedures do not preserve shareholder approval rights.
Stock Option Plans for Independent Internal Statutory Auditors ( Japan )
Vote AGAINST .
Matching Share Plans
Vote AGAINST if the matching share plan does not meet recommended standards, considering holding period, discounts, dilution, participation, purchase price, or performance criteria.
Employee Stock Purchase Plans or Capital Issuance in Support Thereof
Voting decisions are generally based on the Proxy Advisory Firms approach to evaluating such proposals.
Director Compensation
Non-Executive Director Compensation
Vote FOR cash-based proposals.
Consider on a CASE-BY-CASE basis equity-based proposals and patterns of excessive pay.
Bonus Payments ( Japan )
Vote FOR if all payments are for directors or auditors who have served as executives of the company, and AGAINST if any payments are for outsiders.
Bonus Payments Scandals
Vote AGAINST bonus proposals for a retiring director or continuing director or auditor when culpability can be attributed to the nominee.
Consider on a CASE-BY-CASE basis bundled bonus proposals for retiring directors or continuing directors or auditors when culpability cannot be attributed to all nominees.
Severance Agreements
Vesting of Equity Awards upon Change in Control
Vote FOR management proposals seeking a specific treatment ( e.g. , double trigger or pro-rata) of equity
that vests upon change in control, unless evidence exists of abuse in historical compensation practices.
Vote AGAINST shareholder proposals regarding the treatment of equity if:
· The change in control cash severance provisions are double-triggered; and
· The company has provided a reasonable rationale regarding the treatment of equity.
Executive Severance or Termination Arrangements, including those Related to Executive Recruitment or Retention
Vote FOR such compensation arrangements if:
· The primary concerns raised would not result in a negative vote, under these Guidelines, on a management say on pay proposal, the relevant board or committee member(s);
· The company has provided adequate rationale and/or disclosure; or
· Support is recommended as a condition to a major transaction such as a merger.
Treatment of Cash Severance Provisions
Vote AGAINST new or materially amended plans, contracts, or payments that include single trigger change in control cash severance provisions or do not require an actual change in control in order to be triggered.
Vote FOR shareholder proposals seeking double triggers on change in control cash severance provisions.
Compensation-Related Shareholder Proposals
Executive and Director Compensation
Vote AGAINST shareholder proposals that seek to impose new compensation structures or policies; however, consider on a CASE-BY-CASE basis if evidence exists of abuse in historical compensation practices.
Holding Periods
Vote AGAINST shareholder proposals requiring mandatory periods for officers and directors to hold company stock.
Submit Severance and Termination Payments for Shareholder Ratification
Vote FOR shareholder proposals to submit executive severance agreements for shareholder ratification, if such proposals specify change in control events, supplemental executive retirement plans, or deferred executive compensation plans, or if ratification is required by the listing exchange.
3- Audit-Related
Auditor Ratification and/or Remuneration
Vote FOR management proposals except in such cases as indicated below.
Consider on a CASE-BY-CASE basis if:
· The Proxy Advisory Firm raises questions of disclosure or auditor independence; or
· Total fees for non-audit services exceed 50 percent of the total auditor fees (including audit-related fees, and tax compliance and preparation fees if applicable) and the company has not provided adequate rationale regarding the non-audit fees. (For purposes of this review, fees deemed to be reasonable, non-recurring exceptions to the non-audit fee category ( e.g ., significant, one-time events such as those related to an IPO) will be excluded).
· There is evidence of excessive compensation relative to the size and nature of the company.
Vote AGAINST if the company has failed to disclose auditors fees.
Vote FOR shareholder proposals asking the company to present its auditor annually for ratification.
Auditor Independence
Consider on a CASE-BY-CASE basis shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).
Audit Firm Rotation
Vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
Indemnification of Auditors
Vote AGAINST the indemnification of auditors.
Independent Statutory Auditors ( Japan )
Vote AGAINST if the candidate is or was affiliated with the company, its main bank, or one of its top shareholders.
Vote AGAINST incumbent directors at companies implicated in scandals or exhibiting poor internal controls.
Vote FOR remuneration as long as the amount is not excessive ( e.g ., significant increases should be supported by adequate rationale and disclosure), there is no evidence of abuse, the recipients overall compensation appears reasonable, and the board and/or responsible committee meet exchange or market standards for independence.
4- Shareholder Rights and Defenses
Advance Notice for Shareholder Proposals
Vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the company.
Corporate Documents / Article and Bylaw Amendments or Related Director Actions
Vote FOR if the change or policy is editorial in nature or if shareholder rights are protected.
Vote AGAINST if it seeks to impose a negative impact on shareholder rights or diminishes accountability to shareholders, including where the company failed to opt out of a law that effects shareholder rights ( e.g. staggered board).
With respect to article amendments for Japanese companies:
· Vote FOR management proposals to amend a companys articles to expand its business lines in line with its current industry.
· Vote FOR management proposals to amend a companys articles to provide for an expansion or reduction in the size of the board, unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns.
· If anti-takeover concerns exist, vote AGAINST management proposals, including bundled proposals, to amend a companys articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense.
· Follow the Proxy Advisory Firms guidelines with respect to management proposals regarding amendments to authorize share repurchases at the boards discretion, voting AGAINST proposals unless there is little to no likelihood of a creeping takeover or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders interest.
Majority Voting Standard
Vote FOR proposals seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, provided they contain a plurality carve-out for contested elections, and provided such standard does not conflict with applicable law in the country in which the company is incorporated.
Vote FOR amendments to corporate documents or other actions promoting a majority standard.
Cumulative Voting
Vote FOR shareholder proposals to restore or permit cumulative voting.
Vote AGAINST management proposals to eliminate cumulative voting if the company:
· Is controlled;
· Maintains a classified board of directors; or
· Maintains a dual class voting structure.
Proposals may be supported irrespective of classified board status if a company plans to declassify its board or adopt a majority voting standard.
Confidential Voting
Vote FOR management proposals to adopt confidential voting.
Vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:
· In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.
· If the dissidents agree, the policy remains in place.
· If the dissidents do not agree, the confidential voting policy is waived.
Fair Price Provisions
Consider proposals to adopt fair price provisions on a CASE-BY-CASE basis.
Vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Poison Pills
Votes will be cast in a manner that seeks to preserve shareholder value and the right to consider a valid offer, voting AGAINST management proposals in connection with poison pills or anti-takeover activities ( e.g ., disclosure requirements or issuances, transfers, or repurchases) that can reasonably be construed as an anti-takeover measure, based on the Proxy Advisory Firms approach to evaluating such proposals.
DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations.
Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification, or to redeem its pill in lieu thereof, unless:
· Shareholders have approved adoption of the plan;
· A policy has already been implemented by the company that should reasonably prevent abusive use of the pill; or
· The board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate.
Consider on a CASE-BY-CASE basis shareholder proposals to redeem a companys poison pill.
Proxy Access
Vote FOR proposals to allow shareholders to nominate directors and have those nominees listed in the companys proxy statement and on the companys proxy card, provided that the criteria meet the Funds internal thresholds , provided such standard does not conflict with applicable law in the country in which the company is incorporated. However, consider on a CASE-BY-CASE basis shareholder and management proposals that appear on the same agenda.
Vote FOR management proposals also supported by the Proxy Advisory Firm.
Quorum Requirements
Consider on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.
Exclusive Forum
Vote FOR management proposals to designate Delaware or New York as the exclusive forum for certain legal actions as defined by the company (Exclusive Forum) if the companys state of incorporation is the same as its proposed Exclusive Forum, otherwise consider on a CASE-BY-CASE basis.
Reincorporation Proposals
Consider proposals to change a companys state of incorporation on a CASE-BY-CASE basis.
Vote FOR management proposals not assessed as:
· A potential takeover defense; or
· A significant reduction of minority shareholder rights that outweigh the aggregate positive impact, but if so assessed, weighing managements rationale for the change.
Vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported.
Vote AGAINST shareholder reincorporation proposals not also supported by the company.
Shareholder Advisory Committees
Consider on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.
Right to Call Special Meetings
Consider management proposals to permit shareholders to call special meetings on a CASE-BY-CASE basis.
Vote FOR shareholder proposals that provide shareholders with the ability to call special meetings when either of the following applies:
· Company does not currently permit shareholders to do so;
· Existing ownership threshold is greater than 25 percent; or
· Sole concern relates to a net-long position requirement.
Written Consent
Vote AGAINST shareholder proposals seeking the right to act by written consent if the company:
· Permits shareholders to call special meetings;
· Does not impose supermajority vote requirements on business combinations/actions ( e.g ., a merger or acquisition) and on bylaw or charter amendments; and
· Has otherwise demonstrated its accountability to shareholders ( e.g. , the company has reasonably addressed majority-supported shareholder proposals).
Consider management proposals to eliminate the right to act by written consent on a CASE-BY-CASE basis, voting FOR if the above conditions are present.
Vote FOR shareholder proposals seeking the right to act by written consent if the above conditions are not present.
State Takeover Statutes
Consider on a CASE-BY-CASE basis proposals to opt-in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
Supermajority Shareholder Vote Requirement
Vote AGAINST proposals to require a supermajority shareholder vote and FOR proposals to lower supermajority shareholder vote requirements; except,
Consider on a CASE-BY-CASE basis if the company has shareholder(s) with significant ownership levels and the retention of existing supermajority requirements would protect minority shareholder interests.
Time-Phased Voting
Vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.
5- Capital and Restructuring
Consider management proposals to make changes to the capital structure not otherwise addressed under these Guidelines on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendation unless a contrary recommendation from the relevant Investment Professional(s) is utilized.
Vote AGAINST proposals authorizing excessive discretion to a board.
Capital
Common Stock Authorization
Consider proposals to increase the number of shares of common stock authorized for issuance on a CASE-BY-CASE basis. The Proxy Advisory Firms proprietary approach of determining appropriate thresholds will be utilized in evaluating such proposals. In cases where the requests are above the allowable threshold, a company-specific qualitative review ( e.g. , considering rationale and prudent historical usage) will be utilized.
Vote FOR proposals within the Proxy Advisory Firms allowable thresholds, or those in excess but meeting Proxy Advisory Firms qualitative standards, to authorize capital increases, unless the company states that the stock may be used as a takeover defense.
Vote FOR proposals to authorize capital increases exceeding the Proxy Advisory Firms thresholds when a companys shares are in danger of being delisted.
Notwithstanding the above, vote AGAINST :
· Proposals to increase the number of authorized shares of a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines ( e.g. , merger or acquisition proposals).
Dual Class Capital Structures
Vote AGAINST :
· Proposals to create or perpetuate dual class capital structures ( e.g. , exchange offers, conversions, and recapitalizations) unless supported by the Proxy Advisory Firm ( e.g. , utilize a one share, one vote standard, contains a sunset provision of five years or fewer, to avert bankruptcy or generate non-dilutive financing, or not designed to increase the voting power of an insider or significant shareholder).
· Proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual class capital structures.
Vote FOR proposals to eliminate dual class capital structures.
General Share Issuances / Increases in Authorized Capital ( International )
Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the companys rationale.
Voting decisions to determine support for requests for general issuances (with or without preemptive rights), authorized capital increases, convertible bonds issuances, warrants issuances, or related requests to repurchase and reissue shares, will be based on the Proxy Advisory Firms assessment.
Preemptive Rights
Consider on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the size of a company and the characteristics of its shareholder base.
Adjustments to Par Value of Common Stock
Vote FOR management proposals to reduce the par value of common stock, unless doing so raises other concerns not otherwise supported under these Guidelines.
Preferred Stock
Utilize the Proxy Advisory Firms approach for evaluating issuances or authorizations of preferred stock, taking into account the Proxy Advisory Firms support of special circumstances, such as mergers or acquisitions, as well as the following criteria:
Consider on a CASE-BY-CASE basis proposals to increase the number of shares of blank check preferred shares or preferred stock authorized for issuance. This approach incorporates both qualitative and quantitative measures, including a review of:
· Past performance ( e.g. , board governance, shareholder returns and historical share usage); and
· The current request ( e.g. , rationale, whether shares are blank check and declawed, and dilutive impact as determined through the Proxy Advisory Firms model for assessing appropriate thresholds).
Vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of
preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock).
Vote FOR proposals to issue or create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or not utilize a disparate voting rights structure.
Vote AGAINST where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense.
Vote FOR proposals to authorize or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
Preferred Stock ( International )
Voting decisions should generally be based on the Proxy Advisory Firms approach, including:
· Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.
· Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets the Proxy Advisory Firms guidelines on equity issuance requests.
· Vote AGAINST the creation of:
(1) a new class of preference shares that would carry superior voting rights to the common shares, or
(2) blank check preferred stock, unless the board states that the authorization will not be used to thwart a takeover bid.
Shareholder Proposals Regarding Blank Check Preferred Stock
Vote FOR shareholder proposals requesting to have shareholder ratification of blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business.
Share Repurchase Programs
Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring selected parties.
Vote FOR management proposals to cancel repurchased shares.
Vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate volume or duration parameters for the market.
Consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis, giving primary consideration to input from the relevant Investment Professional(s).
Stock Distributions: Splits and Dividends
Vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the Proxy Advisory Firms allowable thresholds.
Reverse Stock Splits
Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.
Vote FOR such proposals based on managements rationale and/or disclosure if the split constitutes a capital increase effectively exceeding the Proxy Advisory Firms allowable threshold due to the lack of a proportionate reduction in the number of shares authorized.
Allocation of Income and Dividends ( International )
With respect to Japanese and South Korean companies, consider management proposals concerning allocation of income and the distribution of dividends, including adjustments to reserves to make capital available for such purposes, on a CASE-BY-CASE basis, voting with the Proxy Advisory Firms recommendations to oppose such proposals when:
· The dividend payout ratio has been consistently below 30 percent without adequate explanation; or
· The payout is excessive given the companys financial position.
Vote FOR such management proposals by companies in other markets .
Vote AGAINST proposals where companies are seeking to establish or maintain disparate dividend distributions between stockholders of the same share class ( e.g ., long-term stockholders receiving a higher dividend ratio (Loyalty Dividends)).
In any market , in the event multiple proposals regarding dividends are on the same agenda, consider on a CASE-BY-CASE basis.
Stock (Scrip) Dividend Alternatives ( International )
Vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.
Tracking Stock
Consider the creation of tracking stock on a CASE-BY-CASE basis , giving primary consideration to the input from the relevant Investment Professional(s).
Capitalization of Reserves ( International )
Vote FOR proposals to capitalize the companys reserves for bonus issues of shares or to increase the par value of shares, unless concerns not otherwise supported under these Guidelines are raised by the Proxy Advisory Firm.
Debt Instruments and Issuance Requests ( International )
Vote AGAINST proposals authorizing excessive discretion to a board to issue or set terms for debt instruments ( e.g. , commercial paper).
Vote FOR debt issuances for companies when the gearing level (current debt-to-equity ratio) is not excessive as defined by the Proxy Advisory Firms thresholds.
Vote AGAINST proposals where the issuance of debt will result in an excessive gearing level as defined by the Proxy Advisory Firms thresholds, or for which inadequate disclosure precludes calculation of the gearing level, unless the Proxy Advisory Firms approach to evaluating such requests results in support of the proposal.
Acceptance of Deposits ( India )
Voting decisions generally are based on the Proxy Advisory Firms approach to evaluating such proposals.
Debt Restructurings
Consider on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.
Financing Plans ( International )
Vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.
Investment of Company Reserves ( International )
Consider proposals on a CASE-BY-CASE basis.
Restructuring
Mergers and Acquisitions, Special Purpose Acquisition Corporations (SPACs) and Corporate Restructurings
Vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is recommended by the Proxy Advisory Firm or relevant Investment Professional(s).
Votes will be reviewed on a CASE-BY-CASE basis with voting decisions based on the Proxy Advisory Firms approach to evaluating such proposals if no input is provided by the relevant Investment Professional(s).
Waiver on Tender-Bid Requirement ( International )
Consider proposals on a CASE-BY-CASE basis if seeking a waiver for a major shareholder or concert party from the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the request.
Related Party Transactions ( International )
Vote FOR approval of such transactions unless the agreement requests a strategic move outside the companys charter, contains unfavorable or high-risk terms ( e.g. , deposits without security interest or guaranty), or is deemed likely to have a negative impact on director or related party independence.
6- Environmental and Social Issues
Environmental and Social Proposals
Boards of directors and company management are responsible for guiding the corporation in connection with matters that are most often the subject of shareholder proposals on environmental and social issues. Such matters may include:
· Ensuring that the companies they oversee comply with applicable legal, regulatory and ethical standards;
· Effectively managing risk, and
· Assessing and addressing matters that may have a financial impact on shareholder value.
The Funds will vote in accordance with the boards recommendation on such proposals based on the guidelines, except that the Funds will vote AGAINST shareholder proposals seeking to:
· Dictate corporate conduct;
· Impose excessive costs or restrictions; or
· Duplicate policies already substantially in place.
Certain instances will be considered CASE-BY-CASE . If it appears that both:
· The stewardship has fallen short as evidenced by the companys failure to align its actions and disclosure with market practice and that of its peers; or
· The companys having been subject to significant controversies, litigation, fines, or penalties in connection with the relevant issue; and
· The issue is material to the company.
Approval of Donations ( International )
Vote FOR proposals if they are for single- or multi-year authorities and prior disclosure of amounts is provided. Otherwise, vote AGAINST such proposals.
7- Routine/Miscellaneous
Routine Management Proposals
Consider proposals on a CASE-BY-CASE basis when the Proxy Advisory Firm recommends voting AGAINST.
Authority to Call Shareholder Meetings on Less than 21 Days Notice
For companies in the United Kingdom , consider on a CASE-BY-CASE basis, factoring in whether the company has provided clear disclosure of its compliance with any hurdle conditions for the authority imposed by applicable law and has historically limited its use of such authority to time-sensitive matters.
Approval of Financial Statements and Director and Auditor Reports ( International )
Vote AGAINST if there are concerns regarding inadequate disclosure, remuneration arrangements (including severance/termination payments exceeding local standards for multiples of annual compensation), or consulting agreements with non-executive directors.
Consider on a CASE-BY-CASE basis if there are other concerns regarding severance/termination payments.
Vote AGAINST if there is concern about the companys financial accounts and reporting, including related party transactions.
Vote AGAINST board-issued reports receiving a negative recommendation from the Proxy Advisory Firm due to concerns regarding independence of the board or the presence of non-independent directors on the audit committee.
Vote FOR if the only reason for a negative recommendation by the Proxy Advisory Firm is to express disapproval of broader practices of the company or its board.
Other Business
Vote AGAINST proposals for Other Business.
Adjournment
· Vote FOR when presented with a primary proposal such as a merger or corporate restructuring that is also supported.
· Consider other circumstances on a CASE-BY-CASE basis.
Changing Corporate Name
Vote FOR management proposals requesting a change in corporate name.
Multiple Proposals
Multiple proposals of a similar nature presented as options to the course of action favored by management may all be voted FOR , provided that:
· Support for a single proposal is not operationally required;
· No one proposal is deemed superior in the interest of the Fund(s); and
· Each proposal would otherwise be supported under these Guidelines.
Vote AGAINST any proposals that would otherwise be opposed under these Guidelines.
Bundled Proposals
Vote FOR if all of the bundled items are supported by these Guidelines.
Consider on a CASE-BY-CASE basis, if one or more items are not supported by these Guidelines and/or the Proxy Advisory Firm deems the negative impact, on balance, to outweigh any positive impact.
Moot Proposals
This instruction is in regard to items for which support has become moot ( e.g ., a director for whom support has become moot since the time the individual was nominated ( e.g. , due to death, disqualification, or determination not to accept appointment)); WITHHOLD support if recommended by the Proxy Advisory Firm.
8- Mutual Fund Proxies
Approving New Classes or Series of Shares
Vote FOR the establishment of new classes or series of shares.
Hire and Terminate Sub-Advisors
Vote FOR management proposals that authorize the board to hire and terminate sub-advisors.
Master-Feeder Structure
Vote FOR the establishment of a master-feeder structure.
Establish Director Ownership Requirement
Vote AGAINST shareholder proposals for the establishment of a director ownership requirement. All other matters should be examined on a CASE-BY-CASE basis
Exhibit 1 Voting Members of the Proxy Group
Name |
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Title or Affiliation |
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Stanley D. Vyner |
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Chief Investment Risk Officer and Executive Vice President, Voya Investments, LLC |
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Kevin M. Gleason |
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Senior Vice President and Chief Compliance Officer of the Voya Family of Funds |
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Jason Kadavy |
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Vice President, Reporting, Fund Accounting, Voya Investments, LLC |
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Todd Modic |
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Senior Vice President, Voya Funds Services, LLC and Voya Investments, LLC; and Chief Financial Officer of the Voya Family of Funds |
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Maria Anderson |
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Vice President, Fund Compliance, Voya Funds Services, LLC |
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Sara Donaldson |
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Proxy Coordinator for the Voya Family of Funds and Vice President, Proxy Voting, Voya Funds Services, LLC |
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Harley Eisner |
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Vice President, Financial Analysis, Voya Funds Services, LLC |
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Evan Posner, Esq. |
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Vice President and Counsel, Voya Family of Funds |
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Andrew Schlueter |
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Vice President, Mutual Funds Operations, Voya Funds Services LLC |
Effective as of August 09, 2016
PART C
OTHER INFORMATION
Voya Prime Rate Trust
(25,000,000 Common Shares)
Item 25. Financial Statements and Exhibits
1. Financial Statements
Contained in Part A:
Financial Highlights for the years ended February 28, 2018, February 28, 2017, February 29, 2016, February 28, 2015, February 28 2014, and 2013, February 29, 2012, February 28, 2011, 2010, and 2009.
Financial Statements are incorporated in Part B by reference to Registrants February 28, 2018 annual shareholder report (audited).
2. Exhibits
(a) 1. Agreement and Declaration of Trust dated December 2, 1987 Incorporated herein by reference to Amendment No. 20 to Registrants Registration Statement under the Investment Company Act of 1940 (the 1940 Act) on Form N-2 (File No. 811-5410), filed on September 16, 1996.
(i) Amendment to the Agreement and Declaration of Trust dated March 26, 1996 and effective April 12, 1996 Incorporated herein by reference to Amendment No. 20 to Registrants Registration Statement under the Investment Company Act of 1940 (the 1940 Act) on Form N-2 (File No. 811-5410), filed on September 16, 1996.
(ii) Amendment to the Agreement and Declaration of Trust dated October 23, 1998 and effective November 16, 1998 Incorporated herein by reference to Amendment No. 29 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on December 2, 1998.
(iii) Amendment to the Agreement and Declaration of Trust dated October 20, 2000 and effective October 20, 2000 Incorporated herein by reference to Amendment No. 38 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on October 23, 2000.
(iv) Amendment to the Agreement and Declaration of Trust dated February 20, 2002 and effective March 1, 2002 Incorporated herein by reference to Amendment No. 45 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on April 30, 2002.
(v) Amendment to the Agreement and Declaration of Trust dated June 11, 2010 Incorporated herein by reference to Amendment No. 85 to the
Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on April 27, 2011.
(vi) Amendment to the Agreement and Declaration of Trust dated January 23, 2014 Incorporated herein by reference to Amendment No. 100 to the Registrants Registration Statement under the 1940 Act on Form N-2 (filed No. 811-5410), filed on June 24, 2014.
(b) 1. Amended and Restated By-Laws of Voya Prime Rate Trust as adopted at a meeting of the Board of Trustees on March 18, 2018 Filed herein.
(c) Not Applicable
(d) Not Applicable
(e) Shareholder Reinvestment Program effective November, 2009 Incorporated herein by reference to Amendment No. 102 to the Registrants Registration Statement under the 1940 Act on Form N-2 (filed No. 811-5410), filed on April 24, 2015.
(f) Not Applicable
(g) 1. Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Prime Rate Trust dated November 28, 2014, as amended and restated May 1, 2015 Incorporated herein by reference to Amendment No. 104 to Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on June 26, 2015.
2. Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 28, 2014 Incorporated herein by reference to Amendment No. 102 to the Registrants Registration Statement under the 1940 Act on Form N-2 (filed No. 811-5410), filed on April 24, 2015.
(h) 1. Distribution Agreement between Voya Prime Rate Trust and Voya Investments Distributor, LLC (25 Million Shares) dated November 18, 2014 Incorporated herein by reference to Amendment No. 102 to the Registrants Registration Statement under the 1940 Act on Form N-2 (filed No. 811-5410), filed on April 24, 2015.
(i) Not Applicable
(j) 1. Custodian and Investment Accounting Agreement between Registrant and State Street Bank and Trust Company effective November 1, 2001 Incorporated herein by reference to Amendment No. 58 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 28, 2004.
(i) First Amendment dated March 1, 2002 to the Custodian and Investment Accounting Agreement Incorporated herein by reference to Amendment No. 58 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 28, 2004.
(ii) Second Amendment dated October 1, 2007 to the Custodian and Investment Accounting Agreement Incorporated herein by reference to Amendment No. 73 to Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on June 27, 2008.
(iii) Third Amendment dated August 2, 2010 to the Custodian and Investment Accounting Agreement Incorporated herein by reference to Amendment No. 85 to the Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on April 27, 2011.
2. Fee Allocation Agreement (FT Interactive) dated August 21, 2003 Incorporated herein by reference to Amendment No. 58 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 28, 2004.
(i) Amended Schedule A dated November 2013 to the FT Fee Allocation Agreement Incorporated herein by reference to Amendment No. 114 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 26, 2017.
3. Amended and Restated Proxy Agent Fee Allocation Agreement dated January 1, 2008 amends and restates the Proxy Agent Allocation Agreement dated August 21, 2003 Incorporated herein by reference to Amendment No. 92 to the Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on June 27, 2012.
(i) Amended Schedule A dated November 2013 to the Amended and Restated ISS Proxy Agent Fee Allocation Agreement Incorporated herein by reference to Amendment No. 114 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 26, 2017.
(ii) Schedule B dated June 30, 2003 to Amended and Restated ISS Proxy Agent Fee Allocation Agreement Incorporated herein by reference to Amendment No. 69 to Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on June 29, 2007.
4. Allocation Agreement Fidelity Bond made May 24, 2002 Incorporated herein by reference to Amendment No. 58 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 28, 2004.
(i) Amended Schedule A dated April 2018 with respect to the Allocation Agreement (Fidelity Bond) dated January 2005 Filed herein.
5. Allocation Agreement Directors & Officers Liability made May 24, 2002 Incorporated herein by reference to Amendment No. 58 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 28, 2004.
(i) Amended Schedule A dated September 12, 2013 with respect to the Allocation Agreement Directors & Officers Liability Incorporated herein by reference to Amendment No. 100 to the Registrants
Registration Statement under the 1940 Act on Form N-2 (filed No. 811-5410), filed on June 24, 2014.
6. Transfer Agency Services Agreement dated February 25, 2009 BNY Mellon Investment Servicing (US) Inc., and Voya Prime Rate Trust Incorporated herein by reference to Amendment No. 79 to Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on August 13, 2009.
(i) Amended Exhibit A dated May 15, 2017 to the Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. and Voya Prime Rate Trust Incorporated herein by reference to Amendment No. 114 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 26, 2017.
(ii) Amendment dated February 8, 2011 to Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. (formerly, PNC) and Voya Prime Rate Trust Incorporated herein by reference to Amendment No. 87 to the Registrants Registration Statement under the 1940 Act on Form N-2 (file No. 811-5410), filed on June 28, 2011.
7. Service Agreement effective February 12, 2018 between State Street Bank and Trust Company and Voya Prime Rate Trust Filed herein.
(k) 1. Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company, and The Bank of Nova Scotia dated July 18, 2016 Incorporated herein by reference to Amendment No. 114 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 26, 2017.
(i) First Amendment dated July 17, 2017 to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company, and The Bank of Nova Scotia dated July 18, 2016 Filed herein.
2. Expense Limitation Agreement effective January 1, 2016 between Voya Investments, LLC and Voya Prime Rate Trust Incorporated herein by reference to Amendment No. 114 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 26, 2017.
(l) 1. Opinion of Ropes & Gray LLP Filed herein.
(m) Not Applicable
(n) 1. Consent of Ropes & Gray LLP Filed herein.
2. Consent of KPMG LLP Filed herein.
(o) Not Applicable
(p) Certificate of Initial Capital Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrants initial registration statement on form N-2 (File No. 33-18886), filed on January 22, 1988.
(q) Not Applicable
(r) Voya Funds and Advisers Code of Ethics Amended May 1, 2017 Incorporated herein by reference to Amendment No. 114 to Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410), filed on June 26, 2017.
Item 26. Marketing Agreements
Not Applicable.
Item 27. Other Expenses of Issuance and Distribution
Not Applicable.
Item 28. Persons Controlled by or Under Common Control
Not Applicable.
Item 29. Number of Holders of Securities
(1) Title of Class |
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(2) Number of Record Holders
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Common Shares of beneficial interest, par value $0.01 per share |
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2,333 |
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Item 30. Indemnification
Registrants Agreement and Declaration of Trust generally provides that the Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trusts request as directors, officers, or trustees of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise) (Covered Persons) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated: (a) not to have acted in good faith in the reasonable belief that such Covered Persons action was in the best interest of the Trust; or (b) to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties involved in the conduct of such Covered Persons office.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Trustees, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of the Registrant of expenses incurred or paid by a Trustee, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such Trustee, officer, or controlling person in connection with the securities being registered, the Registrant will submit, unless in the opinion of its counsel the matter has
been settled by controlling precedent, to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
Information as to the Trustees and officers of the Adviser, together with information as to any other business, profession, vocation, or employment of a substantial nature engaged in by the directors and officers of the Adviser in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-48282) filed under the Investment Advisers Act of 1940, as amended (Advisers Act), and is incorporated herein by reference thereto.
Information as to the directors and officers of the sub-adviser, together with information as to any other business, profession, vocation, or employment of a substantial nature engaged in by the directors and officers of the sub-adviser in the last two years, is included in its application for registration as an investment adviser on Form ADV for Voya Investment Management Co. LLC (File No. 801-9046) filed under the Investment Adviser Act of 1940, as amended, and is incorporated by reference thereto.
Item 32. Location of Accounts and Records
The amounts and records of the Registrant will be maintained at its office at 7337 E. Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258, at the office of its sub-adviser, Voya Investment Management Co. LLC, 230 Park Avenue, New York, NY 10169, and at the office of its custodian, State Street Bank & Trust, 801 Pennsylvania, Kansas City, Missouri 64105.
Item 33. Management Services
Not Applicable.
Item 34. Undertakings
1. The Registrant undertakes to suspend the Offer until the prospectus is amended if: (a) subsequent to the effective date of this registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of this registration statement; or (b) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus included in this registration statement.
2. Not Applicable.
3. Not Applicable.
4. The Registrant undertakes:
a. to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the registration statement.
b. that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and
c. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
d. Not Applicable
e. that, for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; (ii) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (iii) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
5. a. The Registrant undertakes that for the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 497(h) under the 1933 Act (17 CFR 230.497(h)) shall be deemed to be part of this Registration Statement as of the time it was declared effective; and
b. that for the purpose of determining any liability under the 1933 Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.
SIGNATURES
Pursuant to requirements of the Securities Act of 1933, as amended, (the 1933 Act) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and State of Arizona on the 22 nd day of June, 2018.
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VOYA PRIME RATE TRUST |
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By: |
/s/ Huey P. Falgout, Jr. |
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Huey P. Falgout, Jr. |
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Secretary |
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature |
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Title |
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Date |
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Chief Executive Officer |
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June 22, 2018 |
Michael Bell* |
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Senior Vice President, Chief/Principal Financial Officer |
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June 22, 2018 |
Todd Modic* |
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Trustee |
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June 22, 2018 |
Colleen D. Baldwin* |
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Trustee |
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June 22, 2018 |
John V. Boyer* |
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Trustee |
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June 22, 2018 |
Patricia W. Chadwick* |
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Trustee |
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June 22, 2018 |
Martin J. Gavin* |
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Trustee |
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June 22, 2018 |
Russell H. Jones* |
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Trustee |
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June 22, 2018 |
Patrick W. Kenny* |
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Trustee |
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June 22, 2018 |
Joseph E. Obermeyer* |
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Trustee |
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June 22, 2018 |
Sheryl K. Pressler* |
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Trustee |
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June 22, 2018 |
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Christopher P. Sullivan* |
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Trustee |
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June 22, 2018 |
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Roger B. Vincent* |
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* By: |
/s/ Huey P. Falgout, Jr. |
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Huey P. Falgout, Jr. |
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Attorney-in-Fact** |
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** Powers of Attorney for Michael Bell, Todd Modic and each Trustee were filed as attachments to Amendment No. 116 to the Registrants Registration Statement under the 1940 Act on Form N-2 (File No. 811-5410) on April 24, 2018.
EXHIBIT INDEX
Voya Prime Rate Trust
(25,000,000 Common Shares)
EXHIBIT NUMBER |
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EXHIBIT NAME |
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(b)(1) |
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Amended and Restated By-Laws of Voya Prime Rate Trust as adopted at a meeting of the Board of Trustees on March 18, 2018 |
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(j)(4)(i) |
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Amended Schedule A dated April 2018 with respect to the Allocation Agreement (Fidelity Bond) |
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(j)(7) |
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Service Agreement effective February 12, 2018 between State Street Bank and Trust Company and Voya Prime Rate Trust |
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(k)(1)(i) |
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First Amendment dated July 17, 2017 to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company, and The Bank of Nova Scotia dated July 18, 2016 |
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(l)(1) |
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Opinion of Ropes & Gray LLP |
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(n)(1) |
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Consent of Ropes & Gray LLP |
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(n)(2) |
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Consent of KPMG LLP |
AMENDED AND RESTATED BY-LAWS OF
VOYA PRIME RATE TRUST
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust . These By-Laws shall be subject to the Agreement and Declaration of Trust as from time to time in effect (the Declaration of Trust), of Voya Prime Rate Trust, the Massachusetts business trust established by the Declaration of Trust (the Trust).
1.2 Principal Office of the Trust . The principal office of the Trust shall be located within or without Massachusetts as the Trustees may determine or as they may authorize.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings . Regular meetings of the Trustees may be held without call or notice at such places and at such time as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. A regular meeting of the Trustees may be held without call or notice immediately after and at the same place as the annual meeting of the shareholders.
2.2 Special Meetings . Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the Chairman of the Trustees, the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.
2.3 Notice . It shall be sufficient notice to the Trustee of a special meeting to send notice by mail at least forty-eight hours or by telegram, telex or telecopy or other electronic facsimile transmission method at least twenty four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before the meeting, is filed with the records of the meeting , or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4 Quorum . At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
ARTICLE 3
Officers
3.1 Enumeration; Qualification . The officers of the Trust shall be a President , a Treasurer, a Secretary, and such other officers including a Chairman of the Trustees, if any, as the Trustees from time to time may in their discretion elect. The Trustee may also have such agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Trustees, if one is elected , shall be a Trustee and may but need not be a shareholder; and any other officer may but need not be a Trustee or a shareholder. Any two or more offices may be held by the same person.
3.2 Election . The President, the Treasurer , and the Secretary shall be elected annually by the Trustees. Other officers, if any, may be elected or appointed by the Trustees at said meeting or at any other time. Vacancies in any office may be filled at any time.
3.3 Tenure . The Chairman of the Trustees, if one is elected, the President, the Treasurer and the Secretary shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Trustees.
3.4 Powers . Subject to the other provisions of these By-laws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.
3.5 Chairman; President; Chief Executive Officer . Unless the Trustees otherwise provide, the Chairman of the Trustees or, if there is none or in the absence of the Chairman, the President shall preside at all meetings of the shareholders and of the Trustees. The President shall be the Chief Executive Officer of the Trust, except at any time when another person has been appointed by the Trustees and is serving as the Chief Executive Officer of the Trust. Subject to the direction of the Trustees, the President shall have responsibility for the general administration of the business and policies of the Trust. Except as the Trustees may otherwise order, the President shall have the power to grant, issue, execute or sign such powers of attorney, proxies, agreements or other documents as may be deemed advisable or necessary in the furtherance of the interests of the Trust or any Series thereof. The President shall also have the power to employ attorneys, accountants and other advisers and agents and counsel for the Trust. The President shall perform such duties additional to all of the foregoing as the Trustees may from time to time designate. At any time when a person other than the President has been appointed by the Trustees and is serving as Chief Executive Officer, then (i) the Chief Executive Officer, and not the President,
shall without further action by the Trustees (unless the Trustees shall decide otherwise) have the obligations and the authorities specified above in this paragraph, and (ii) the President shall instead perform such other supervisory or executive functions as the Trustees or the Chief Executive Officer shall specify from time to time. The person serving at any time as the Chief Executive Officer of the Trust shall be the principal executive officer of the Trust as such term is used in the Securities Act of 1933, as amended. Notwithstanding the foregoing, at any such time, any person dealing with the Trust or the President or Chief Executive Officer shall be entitled to assume that each of the President and Chief Executive Officer of the Trust has the full authority to perform all of the powers and duties of the Chief Executive Officer of the Trust.
3.6 Treasurer . The Treasurer shall be the chief financial and accounting officer of the Trust, and shall , subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment advisor or manager , or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President.
3.7 Secretary . The Secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of the shareholders or Trustees, an assistant secretary, or if there be none or if he or she is absent, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books.
3.8 Resignations . Any officer may resign at any time by written instrument signed by him or her and delivered to the Chairman, the President or the Secretary or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for any period fol1owing his or her resignation or removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting . A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
ARTICLE 5
Reports
5.1 General . The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General . The initial fiscal year of the Trust shall be established by the Board of Trustees and any changes thereto shall be made by the Trustees.
ARTICLE 7
Seal
7.1 General . The seal of the Trust shall consist of a flat-faced die with the word Massachusetts, together with the name of the Trust and the year of its organization cut or engraved thereon but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General . Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1 Share Certificates . In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts thereof or may keep accounts upon the books of the Trust for the record holders of such shares who shall in either case be deemed, for all purposes hereunder, to
be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share certificates.· In that event, each shareholder shall be entitled to a certificate stating the number of shares owned by him, in such form as shall be prescribed from time to time by the Trustees. Such certificates shall be signed by the President or Vice-President and by the Treasurer or Assistant Treasurer, or by the Secretary or any Assistant Secretary. Such signatures may be facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he were such officer at the time of its issue.
9.2 Loss of Certificates . In case of the alleged loss or destruction or the mutilation of a share certificate a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe.
9.3 Issuance of New Certificates to Pledgee . A pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon; who alone shall be liable as a shareholder and entitled to vote thereon.
9.4 Discontinuance of Issuance of Certificates . The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder , require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust.
ARTICLE 10
Provisions Relating to the Conduct of the Trusts Business
10.l Certain Definitions . When used herein the following words shall have the following meaning: Distributor shall mean any one or more corporations, firms or associations which have distributors or principal underwriters contracts in effect with the Trust. Advisor shall mean any corporation, firm or association which may at the time have an advisory or management contract with the Trust and any corporation, firm or association which may at any time have a sub-advisory contract relating to the Trust with any such Advisor.
10.2 Limitation on Holdings by the Trust of Certain Securities and on Dealings with Officers or Trustees . The Trust may not purchase or retain shares or securities issued by an issuer if one or more of the holders of the shares or securities issued by an issuer or one or more of the officers or directors of such issuer is an officer or Trustee of the Trust or officer or director of the
Advisor and if one or more of such officers, Trustees or directors owns beneficially more than 1/2 of 1% of the shares or securities, or both, of such issuer and such officers, Trustees and directors owning more than 1/2 of 1% of such shares or securities together own beneficially more than 5% of such shares or securities. Each officer and Trustee of the Trust shall keep the Treasurer of the Trust informed of the names of all issuers shares or securities of which are held in the portfolio of the Trust in which such officer or Trustee owns as much as 1/2 of 1% of the outstanding shares or securities.
The Trust will not lend any of its assets to the Distributor or Advisor or to any officer or director of the Distributor or Advisor or any officer or Trustee of the Trust, and shall nor permit any officer or Trustee or any officer or director of the Distributor or Advisor to deal for or on behalf of the Trust with himself or herself as principal or agent, or with any partnership, association or corporation in which he or she has a financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust or officers and directors of the Distributor or Advisor from buying, holding or selling shares in the Trust or from being partners, officers or directors of or otherwise financially interested in the Distributor or the Advisor; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940 or any Rule or Regulation thereunder; (c) employment of legal counsel, registrar , transfer agent, shareholder servicing agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust or an officer or director of the Distributor or Advisor; (d) sharing statistical, research, legal and management expenses and office expenses with any other investment company in which an officer or Trustee of the Trust or an officer or director of the Distributor or Advisor is an officer or director or otherwise financially interested.
10.3 Limitation on Dealing in Securities of the Trust by Certain Officers, Trustees, Distributor or Advisor . Neither the Distributor nor Advisor, nor any officer or Trustee of the Trust or officer or director of the Distributor or Advisor shall take long or short positions in securities issued by the Trust; provided, however , that:
a) the Distributor may purchase from the Trust and otherwise deal in shares issued by the Trust pursuant to the terms of its contract with the Trust;
b) any officer or Trustee of the Trust or officer or director of the Distributor or Advisor or any trustee or fiduciary for the benefit of any of them may at any time, or from time to time, purchase from the Trust or from the Distributor shares issued by the Trust at the price available to the public or to such officer, Trustee, director, trustee or fiduciary, no such purchase to be in contravention or any applicable state or federal requirement; and
c) the Distributor or the Advisor may at any time, or from time to time, purchase for investment shares issued by the Trust.
10.4 Securities and Cash of the Trust to be held by Custodian subject to certain Terms and Conditions .
a) All securities and cash owned by this Trust shall be held by or deposited with a company which is a member of a national securities exchange as defined in the Securities Exchange Act of 1934, or one or more banks or trust companies having (according to its last published report) not less than $5,000,000 aggregate capital, surplus and undivided profits (any such member of a national securities exchange or bank or trust company being hereby designated as Custodian), provided such a Custodian can be found ready and willing to act; subject to such rules, regulations and orders, if any, as the Securities and Exchange Commission may adopt, this Trust may, or may permit any Custodian to, deposit all or any part of the securities owned by this Trust in a system for the central handling of securities pursuant to which all securities of any particular class or series of any issue deposited within the system may be transferred or pledged by bookkeeping entry, without physical delivery. The Custodian may appoint, subject to the approval of the Trustees, one or more sub-custodians.
b) The Trust shall enter into a written contract with each Custodian regarding the powers, duties and compensation of such Custodian with respect to the cash and securities of the Trust held by such Custodian. Said contract and all amendments thereto shall be approved by the Trustees.
c) The Trust shall upon the resignation or inability to serve of any Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by the Trust be delivered directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be found, submit to the shareholders, before permitting delivery of the cash and securities owned by the Trust otherwise than to a successor Custodian, the question whether the Trust shall be liquidated or shall function without a Custodian.
10.5 Requirement and Restrictions Regarding the Management Contract . Every advisory or management contract entered into by the Trust shall provide that in that in the event that the total expenses of the Trust for any fiscal year should exceed the limits imposed on investment company expenses by any statute or regulatory authority of any jurisdiction in which shares of the Trust are offered for sale, the compensation due the Advisor for such fiscal year shall be reduced by the amount of such excess by a reduction or refund thereof.
10.6 Reports to Shareholders; Distributions from Realized Gains . The Trust shall send to each shareholder of record at least semi-annually a statement of the condition of the Trust and of the results of its operations, containing all information required by applicable laws or regulations.
10.7 Determination of Net Asset Value Per Share . The Fund will determine the net asset value of its shares once daily as of the close of trading on The New York Stock Exchange on each day that the Exchange is open for business. It is expected that the Exchange will be closed on Saturdays and Sundays and on New Years Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value is determined by dividing the market value of the Funds investments as of the close of trading plus any cash or other assets (including dividends receivable and accrued interest) less all liabilities (including accrued expenses) by the number of fund shares outstanding.
In valuing the portfolio investments of any series for determination of net asset value per share of such series, securities for which market quotations are readily available shall be valued at prices which, in the opinion of the Trustees or the person designated by the Trustees to make the determination, most nearly represent the market value of such securities, and other securities and assets shall be valued at their fair value as determined by or pursuant to the direction of the Trustees, which in the case of short-term debt obligations, commercial paper and repurchase agreements may, but need not, be on the basis of quoted yields for securities of comparable maturity, quality and type, or on the basis of amortized cost. Expenses and liabilities of the Trust shall be accrued each day. Liabilities may include such reserves for taxes, estimated accrued expenses and contingencies as the Trustees or their designates may in their sole discretion deem fair and reasonable under the circumstances. No accruals shall be made in respect of taxes on unrealized appreciation of securities owned unless the Trustees shall otherwise determine. Dividends payable by the Trust shall be deducted as at the time of but immediately prior to the determination of net asset value per share on the record date therefor.
ARTICLE 11
Shareholders Voting Powers and Meetings
11.l Voting Powers . The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section l of the Declaration of Trust , provided, however, that no meeting of Shareholders is required to be called for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees have been elected by the shareholders, (ii) with respect to any Manager or Sub-Manager as provided in Article IV, Section 6 of the Declaration of Trust to the extent required by the Investment Company Act of 1940 and the rules and regulations thereunder, (iii) with respect to a termination of this Trust to the extent and as provided in Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi ) with respect to such additional matters relating to the Trust as may be required by laws the Declaration of Trusts these By-Laws or any registration of the Trust with the Commission (or any successor agency) or any State, or as the Trustee may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders all Shares of the Trust then entitled to vote shall be voted by individual series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series and (ii) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or those By-Laws to be taken by Shareholders.
11.2 Voting Power and Meetings . Meetings of the Shareholders may be called by the Trustees for the purpose of electing Trustees as provided in Article IV, Section 1 of the Declaration of Trust and for such other purposes as may be prescribed by law, by the Declaration of Trust or by these By-Laws. Meetings of the Shareholders may also be called by the Trustees from time to time for the purpose of taking action upon any other matter deemed by the Trustees to be necessary or desirable. A meeting of Shareholders may be held at any place designated by the Trustees. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time and place of the meeting, to each Shareholder at the Shareholder s address as it appears on the records of the Trust. Whenever notice of a meeting is required to be given to a Shareholder under the Declaration of Trust or these By-Laws, a written waiver thereof, executed before or after the meeting by such Shareholder or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
11.3 Quorum and Required Vote . A majority of Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders meeting, except that where any provision of law or of the Declaration of Trust or these By-Laws permits or requires that holders of any series shall vote as a series, then a majority of the aggregate number of Shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by any provision of law or the Declaration of Trust or these By-Laws, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of the Declaration of Trust or these By-Laws permits or requires that the holders of any series shall vote as a series, then a majority of the Shares of that series voted on the matter (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that series is concerned.
11.4 Action by Written Consent . Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of law or the Declaration of Trust or these By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.
11.5 Record Dates . For the purpose of determining the Shareholders who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a time, which shall be not more than 90 days before the date of any meeting of Shareholders or the date for the payment of any dividend or of any other distribution, as the record date for determining the Shareholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only Shareholders of record on such record date shall have such right notwithstanding any transfer of shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any of such purposes close the register or transfer books for all or any part of such period.
ARTICLE 12
Amendments to the By-Laws
12.1 General . These By-Laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority.
As adopted at a meeting of the Board of Trustees on March 18, 2018.
Exhibit (j)(4)(i)
AMENDED SCHEDULE A
with respect to the
ALLOCATION AGREEMENT FIDELITY BOND
VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND
VOYA BALANCED PORTFOLIO, INC. Voya Balanced Portfolio
VOYA CORPORATE LEADERS ® TRUST FUND Voya Corporate Leaders ® Trust Fund Series B
VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
VOYA EQUITY TRUST Voya Large-Cap Growth Fund Voya Large Cap Value Fund Voya MidCap Opportunities Fund Voya Multi-Manager Mid Cap Value Fund Voya Real Estate Fund Voya SmallCap Opportunities Fund Voya SMID Cap Growth Fund Voya U.S. High Dividend Low Volatility Fund
VOYA FUNDS TRUST Voya Floating Rate Fund Voya GNMA Income Fund Voya High Yield Bond Fund Voya Intermediate Bond Fund Voya Short Term Bond Fund Voya Strategic Income Opportunities Fund
VOYA GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND |
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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 Global Perspectives ® Portfolio Voya Government Liquid Assets Portfolio(1) Voya High Yield Portfolio(1) Voya Large Cap Growth Portfolio Voya Large Cap Value Portfolio Voya Limited Maturity Bond Portfolio(1) Voya Multi-Manager Large Cap Core Portfolio(1) Voya Retirement Conservative Portfolio Voya Retirement Growth Portfolio Voya Retirement Moderate Growth Portfolio Voya Retirement Moderate Portfolio Voya U.S. Stock Index Portfolio(1) VY ® BlackRock Inflation Protected Bond Portfolio VY ® Clarion Global Real Estate Portfolio VY ® Clarion Real Estate Portfolio
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(1) Under the terms of the Management Agreement between Voya Investors Trust and Voya Investments, LLC, the Fund is subject to a unified fee arrangement. Accordingly, the portion of Fees allocated to the Fund under this Allocation Agreement will be borne directly by Voya Investments, LLC as provided in the Management Agreement.
VOYA INVESTORS TRUST (continued) VY ® Franklin Income Portfolio VY ® Invesco Growth and Income Portfolio(1) VY ® JPMorgan Emerging Markets Equity Portfolio(1) VY ® JPMorgan Small Cap Core Equity Portfolio(1) VY Morgan Stanley Global Franchise Portfolio(1) VY ® T. Rowe Price Capital Appreciation Portfolio(1) VY ® T. Rowe Price Equity Income Portfolio(1) VY ® T. Rowe Price International Stock Portfolio VY ® Templeton Global Growth Portfolio(1)
VOYA MUTUAL FUNDS Voya CBRE Global Infrastructure Fund Voya CBRE Long/Short Fund Voya Diversified Emerging Markets Debt Fund Voya Global Bond Fund Voya Global Corporate Leaders ® 100 Fund Voya Global Equity Dividend Fund Voya Global Equity Fund Voya Global High Dividend Low Volatility Fund Voya Global Perspectives ® Fund Voya Global Real Estate Fund Voya International Real Estate Fund Voya Multi-Manager Emerging Markets Equity Fund Voya Multi-Manager International Equity Fund Voya Multi-Manager International Factors Fund Voya Multi-Manager International Small Cap Fund Voya Russia Fund
VOYA NATURAL RESOURCES EQUITY INCOME FUND
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VOYA PARTNERS, INC. Voya Global Bond Portfolio Voya Index Solution 2020 Portfolio Voya Index Solution 2025 Portfolio Voya Index Solution 2030 Portfolio Voya Index Solution 2035 Portfolio Voya Index Solution 2040 Portfolio Voya Index Solution 2045 Portfolio Voya Index Solution 2050 Portfolio Voya Index Solution 2055 Portfolio Voya Index Solution 2060 Portfolio Voya Index Solution Income Portfolio Voya Solution 2020 Portfolio Voya Solution 2025 Portfolio Voya Solution 2030 Portfolio Voya Solution 2035 Portfolio Voya Solution 2040 Portfolio Voya Solution 2045 Portfolio Voya Solution 2050 Portfolio Voya Solution 2055 Portfolio Voya Solution 2060 Portfolio Voya Solution Aggressive Portfolio Voya Solution Balanced Portfolio Voya Solution Conservative Portfolio Voya Solution Income Portfolio Voya Solution Moderately Aggressive Portfolio Voya Solution Moderately Conservative Portfolio VY ® American Century Small-Mid Cap Value Portfolio VY ® Baron Growth Portfolio VY ® Columbia Contrarian Core Portfolio VY ® Columbia Small Cap Value II Portfolio VY ® Invesco Comstock Portfolio VY ® Invesco Equity and Income Portfolio VY ® JPMorgan Mid Cap Value Portfolio VY ® Oppenheimer Global Portfolio VY ® Pioneer High Yield Portfolio VY ® T. Rowe Price Diversified Mid Cap Growth Portfolio VY ® T. Rowe Price Growth Equity Portfolio VY ® Templeton Foreign Equity Portfolio
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(1) Under the terms of the Management Agreement between Voya Investors Trust and Voya Investments, LLC, the Fund is subject to a unified fee arrangement. Accordingly, the portion of Fees allocated to the Fund under this Allocation Agreement will be borne directly by Voya Investments, LLC as provided in the Management Agreement.
Exhibit (j)(7)
EXECUTION COPY
SERVICE AGREEMENT
This Service Agreement (Agreement) dated and effective as of February 12, 2018, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the Service Provider), and each Voya entity set forth on Schedule A hereto, for itself and on behalf of its underlying series (each individually, a Fund and collectively, the Funds).
WHEREAS, each of the Funds is either an open- or closed-end management investment company currently comprised of a single series or multiple series and is registered with the U.S. Securities and Exchange Commission (SEC) by means of a registration statement (Registration Statement) under the Securities Act of 1933, as amended (1933 Act), and the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Funds desire to retain the Service Provider to furnish certain services to the Funds, and the Service Provider is willing to furnish such services, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF SERVICE PROVIDER
The Funds hereby retain the Service Provider for purposes of providing certain services for the period and on the terms set forth in this Agreement. The Service Provider accepts such appointment and agrees to render the services stated herein.
In the event that one or more additional funds desire to be added to this Agreement with respect to which Service Provider shall perform the services hereunder, such fund(s) shall notify the Service Provider in writing. Upon written acceptance by the Service Provider, such additional fund(s) shall become Fund(s) subject to the provisions of this Agreement to the same extent as the existing Funds, except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Fund(s) in writing by the Funds and the Service Provider at the time of the addition of such additional Fund(s).
2. DELIVERY OF DOCUMENTS
The Funds will promptly deliver to the Service Provider copies of each of the following documents and all future amendments and supplements, if any:
a. Each Funds governing documents (Governing Documents);
b. Each Funds currently effective Registration Statement under the 1933 Act and the 1940 Act and each Prospectus and Statement of Additional Information (SAI) relating to the Fund(s) and all amendments and supplements thereto as in effect from time to time;
c. Copies of the resolutions of the Board of Trustees of each Fund (the Board) certified by each Funds Secretary authorizing (1) such Fund to enter into this Agreement and (2) certain individuals on behalf of such Fund to execute and cause to be delivered any and all instructions, orders, and directions required or permitted to be given in the name of each of the Funds and on their behalf pursuant to this Agreement;
d. A copy of the investment advisory agreement between each Fund and its investment adviser; and
e. Such other certificates, documents or opinions which the Service Provider may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE SERVICE PROVIDER
The Service Provider represents and warrants to the Funds that:
a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b. It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or threatened which would materially impair the Service Providers ability to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Service Provider or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUNDS
Each Fund represents and warrants to the Service Provider that:
a. It is either a Massachusetts Business Trust or Delaware Statutory Trust, duly organized, existing and in good standing under the laws of its state of formation;
Information Classification: Limited Access
b. It has the requisite power and authority under applicable laws and by its Governing Documents to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It is an investment company properly registered with the SEC under the 1940 Act;
e. The Registration Statement been filed and will be effective and remain effective during the term of this Agreement. Each Fund also warrants to the Service Provider that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Funds offers or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or threatened which would impair its ability to perform its duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of it or any law or regulation applicable to it; and
i. Where information provided by it or each its Investors includes information about an identifiable individual (Personal Information), it represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the Service Provider, and as required for the Service Provider to use and disclose such Personal Information in connection with the performance of the services hereunder. The Funds acknowledge that the Service Provider may, in connection with the performance of its obligations under this Agreement, perform any of the services, and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Funds, including the United States and that information relating to the Funds, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Service Provider shall be kept indemnified by and be without liability to the Funds for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information.
5. ADMINISTRATION SERVICES
The Service Provider shall provide the services as listed on Schedule B, subject to the authorization and direction of the Funds and, in each case where appropriate, the review and comment by each Funds independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Funds and the Service Provider.
The Service Provider shall perform such other services for the Funds that are mutually agreed to by the parties from time to time, for which the Funds will pay such fees as may be mutually agreed upon, including the Service Providers reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.
The Service Provider shall provide the office facilities and the personnel determined by it to perform the services contemplated herein.
6. COMPENSATION OF SERVICE PROVIDER; EXPENSE REIMBURSEMENT; TRUST EXPENSES
The Service Provider shall be entitled to reasonable compensation for its services and expenses, as agreed upon from time to time in writing between the Funds on behalf of each applicable Fund and the Service Provider.
The Funds agree promptly to reimburse the Service Provider for any equipment and supplies specially ordered by or for the Funds through the Service Provider and for any other expenses not contemplated by this Agreement that the Service Provider may incur on the Funds behalf at any Funds request or with any Funds consent.
The Funds will bear all expenses that are incurred in their operation and not specifically assumed by the Service Provider. For the avoidance of doubt, Fund expenses not assumed by the Service Provider include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsels review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT, (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN, (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Service Provider under this Agreement); cost of any services contracted for by the Funds directly from parties other than the Service Provider; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Funds; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as Preparation), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Funds; costs of Preparation, printing, distribution and mailing, as applicable, of the Funds Registration Statements and any amendments and supplements thereto and shareholder reports; cost of
Preparation and filing of the Funds tax returns, Form N-1A, Form N-CSR, Form N-Q or Form N-PORT, (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN, (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Fund(s) net asset value.
7. INSTRUCTIONS AND ADVICE
At any time, the Service Provider may apply to any officer of any of the Funds or his or her designee for instructions or the independent accountants for the Funds, with respect to any matter arising in connection with the services to be performed by the Service Provider under this Agreement. The Service Provider shall be entitled to rely on and may act upon advice of counsel for the Funds on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.
Pursuant to other agreements now or any time in effect between the Funds (or any of their investment managers or investment advisors, on its behalf) and State Street Bank and Trust Company or its affiliates (the Other State Street Agreements) in any capacity other than as Service Provider hereunder (in such other capacities, State Street), State Street may be in possession of certain information and data relating to the Funds that is necessary to provide the Services, including Form N-PORT and Form N-CEN Support Services. Each Fund hereby acknowledges and agrees that this Section 7 of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, for itself and on behalf of each Fund under and pursuant to such Other State Street Agreements for State Street to provide or otherwise make available (including via platforms such as my.statestreet.com) to the Service Provider, Trust and Funds information such as Net Asset Values and information relating to the Net Assets of the Funds, holdings and liquidity reports, registration titles, market value and other information and data related to the Funds.
The Service Provider shall not be liable, and shall be indemnified by the Funds, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Service Provider shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Fund(s). Nothing in this section shall be construed as imposing upon the Service Provider any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Service Provider shall be responsible for the performance only of such duties as are set forth in this Agreement, including such other services for the Funds that are mutually agreed to by the parties from time to time pursuant to Section 5 and, except as otherwise provided under Section 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Service Provider shall have no liability in respect of any loss, damage
or expense suffered by the Funds insofar as such loss, damage or expense arises from the performance of the Service Providers duties hereunder in reliance upon records that were maintained for the Funds by entities other than the Service Provider prior to the Service Providers appointment as Service Provider for the Funds. The Service Provider shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Service Provider, its officers or employees. The Service Provider shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Service Providers cumulative liability for each calendar year (a Liability Period) with respect to a Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by such Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Funds compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. Compensation Period shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Service Providers liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Service Provider for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2018 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2019 and terminating on December 31, 2019 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis.
The Service Provider shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption.
The Funds shall indemnify and hold the Service Provider and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Service Provider resulting from any claim, demand, action or suit in connection with the Service Providers acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Funds or upon reasonable reliance on information or records given or made by the Funds or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Service Provider, its officers or employees in cases of its or their own negligence or willful misconduct.
The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.
9. CONFIDENTIALITY
All information provided under this Agreement by a party (the Disclosing Party) to the other party (the Receiving Party) regarding the Disclosing Partys business and operations shall be treated as confidential. Subject to Section 10 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Partys other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates (as defined in Section 10 below), including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Service Provider or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
10. USE OF DATA
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Service Provider (which term for purposes of this Section 10 includes each of its parent company, branches and affiliates (Affiliates)) may collect and store information regarding the Funds and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Funds and the Service Provider or any of its Affiliates and (ii) subject to (b), below, to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Subject to paragraph (c) below, the Service Provider and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (Data) obtained by such entities in the performance of their services under this Agreement, including Data regarding transactions and portfolio holdings relating to the Funds, and publish, sell, distribute or otherwise commercialize the Data; provided that the Service Provider and its Affiliates may not use the Data in a manner harmful to any Fund (e.g., trading against the Fund); and provided further that, unless the Funds otherwise consent, any Data published, sold, distributed or otherwise commercialized is combined or aggregated with information relating to (i) other customers of the Service Provider and/or its Affiliates or (ii)
information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Funds. The Funds agree that Service Provider and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Service Providers compensation for services under this Agreement or such other agreement, and the Service Provider and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Funds.
(c) Except as expressly contemplated by this Agreement, nothing in this Section 10 shall limit the confidentiality and data-protection obligations of the Service Provider and its Affiliates under this Agreement and applicable law. The Service Provider shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 10 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
Each Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Service Provider agrees that all records which it maintains for the Funds shall at all times remain the property of the Funds, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request . The Service Provider further agrees that all records that it maintains for the Funds pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Service Provider. In the event that the Service Provider is requested or authorized by the Funds, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Funds by state or federal regulatory agencies, to produce the records of the Funds or the Service Providers personnel as witnesses or deponents, the Funds agree to pay the Service Provider for the Service Providers time and expenses, as well as the reasonable fees and expenses of the Service Providers counsel incurred in such production.
12. SERVICES NOT EXCLUSIVE
The services of the Service Provider are not to be deemed exclusive, and the Service Provider shall be free to render similar services to others. The Service Provider shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Funds from time to time, have no authority to act or represent the Funds in any way or otherwise be deemed an agent of the Funds.
13. EFFECTIVE PERIOD AND TERMINATION
This Agreement shall remain in full force and effect for an initial term ending December 31, 2021 (the Initial Term). Notwithstanding such Initial Term, the following provisions of this Agreement shall be or become effective as follows:
(i) The preparation and onboarding activities related to the Services, including those set forth in Section II of Schedule B6, shall be effective as of the date of this Agreement.
(ii) The data aggregation, preparation of data sets and recordkeeping activities of the Services (as defined in Schedule B6) shall become effective as of the first day of the first month in which a Fund is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to aggregate data and maintain records consistent with Form N-PORT (currently anticipated to be June 2018).
(iii) The filing obligations of the Services shall become effective as of the first day of the first month in which a Fund is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to file Form N-PORT (currently anticipated to be April 2019).
After the expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each, a Renewal Term) unless a written notice of non-renewal is delivered by the non-renewing party no later than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, as the case may be. During the Initial Term and thereafter, either party may terminate this Agreement: (i) in the event of the other partys material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within 60 days written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund, the applicable Fund shall pay Service Provider its compensation due and shall reimburse Service Provider for its costs, expenses and disbursements in respect of such Fund(s).
In the event of: (i) any Funds termination of this Agreement with respect to such Fund for any reason other than as set forth in the immediately preceding paragraph of this Section 13 or (ii) a transaction not in the ordinary course of business pursuant to which the Service Provider is not retained to continue providing services hereunder to the Funds or a Fund (or its respective successor), the Funds or applicable Fund shall pay the Service Provider its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Service Provider with respect to the Funds or such Fund) and shall reimburse the Service Provider for its costs, expenses and disbursements in respect of such Fund(s). Upon receipt of such payment and reimbursement, the Service Provider will deliver each Funds or such Funds records as set forth herein. For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of the Funds or a Fund and distribution of each Funds or such
Funds assets as a result of the Boards determination in its reasonable business judgment that the Funds or such Fund is no longer viable, (b) a merger of the Funds or a Fund into, or the consolidation of the Funds or a Fund with, another entity, or (c) the sale by the Funds or a Fund of all, or substantially all, of each Funds assets to another entity, in each of (b) and (c) where the Service Provider is retained to continue providing services to the Funds or such Fund (or its respective successor) on substantially the same terms as this Agreement.
Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to the Funds or any other Fund.
14. EMPLOYMENT OF OTHERS
The Service Provider shall retain the right to employ agents, subcontractors, consultants and other third parties, including, without limitation, affiliates (each, a Delegate and collectively, the Delegates) to provide or assist it in the provision of any part of the services stated herein or the discharge of any other obligations or duties under this Agreement without the consent or approval of the Funds. The Service Provider shall be responsible for the acts and omissions of any such Delegate so employed as if the Service Provider had committed such acts and omissions itself. The Service Provider shall be responsible for the compensation of its Delegates.
15. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Agreement, the Service Provider and each Fund on its own behalf may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Funds Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of the Agreement.
16. SEPARATE OBLIGATIONS OF THE FUNDS
With respect to any obligations of a Fund, on behalf of itself or any of its series, arising out of this Agreement, including, without limitation, the obligations arising under Sections 6, 7, and 8 hereof, the Service Provider shall look for payment or satisfaction of any obligation solely to the assets and property of the Fund or series to which such obligation relates as though each Fund or series had separately contracted with the Service Provider by separate written instrument. Consistent with the foregoing, the obligations of each Fund and series under the Agreement are separate and neither joint nor joint and several.
17. NOTICES
Any notice, instruction or other instrument required to be given hereunder will be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any
recognized delivery service, to the parties at the following address or such other address as may be notified by any party from time to time:
If to the Funds:
VOYA FUNDS
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
Attn: Todd Modic
Telephone: 1 480 477 2190
Facsimile: 1 480 477 2730
If to the Service Provider:
STATE STREET BANK AND TRUST COMPANY
State Street Global Services
US Investment Services
801 Pennsylvania, Kansas City, MO 64105
Attention: Paul Troilo, Vice President Client Ops
Telephone: 1 816 871 7693
Facsimile: 1 816 871 9242
with a copy to:
STATE STREET BANK AND TRUST COMPANY
Legal Division Global Services Americas
One Lincoln Street
Boston, MA 02110
Attention: Senior Vice President and Senior Managing Counsel
18. AMENDMENT
This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
19. ASSIGNMENT
This Agreement may not be assigned by (a) the Funds without the written consent of the Service Provider or (b) the Service Provider without the written consent of the Funds, except that the Service Provider may assign this Agreement to a successor of all or a substantial portion of its business, or to an affiliate of the Service Provider.
20. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the Funds and the Service Provider and their respective successors and permitted assigns.
21. DATA PROTECTION
The Service Provider shall implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of each Funds shareholders, employees, directors and/or officers that the Service Provider receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, personal information shall mean (i) an individuals name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a persons account or (ii) any combination of the foregoing that would allow a person to log onto or access an individuals account. Notwithstanding the foregoing personal information shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
22. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.
23. WAIVER
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise or any other right or remedy. Any waiver must be in writing signed by the waiving party.
24. SEVERABILITY
If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
25. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws rules.
26. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
27. PERSONAL LIABILITY
A copy of the Declaration of Trust or other organizational document of each Fund that is organized as a Massachusetts business trust is on file with the Secretary of the Commonwealth of Massachusetts. Notice is hereby given that this Agreement is not executed on behalf of the members of the Board of Trustees (the Trustees) of any Fund as individuals and references to the Trustees of a Fund refer to the Trustees collectively as trustees, but not individually or personally; and no Trustee, shareholder, officer, employee or agent of a Fund may be held to any personal liability, nor may resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with affairs of a Fund, but the applicable Fund(s) property only shall be liable.
28. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.
VOYA PRIME RATE TRUST |
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By: |
/s/ Todd Modic |
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Name: |
Todd Modic |
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Title: |
Senior Vice President |
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VOYA SENIOR INCOME FUND |
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By: |
/s/ Todd Modic |
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Name: |
Todd Modic |
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Title: |
Senior Vice President |
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VOYA FUNDS TRUST |
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On behalf of its series Voya Floating Rate Fund |
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By: |
/s/ Todd Modic |
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Name: |
Todd Modic |
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Title: |
Senior Vice President |
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STATE STREET BANK AND TRUST COMPANY |
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By: |
/s/ Andrew Erickson |
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Name: |
Andrew Erickson |
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Title: |
Executive Vice President |
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SERVICE AGREEMENT
SCHEDULE A
Listing of Fund(s)
VOYA PRIME RATE TRUST
VOYA SENIOR INCOME FUND
VOYA FUNDS TRUST, on behalf of its series, VOYA FLOATING RATE FUND
Information Classification: Limited Access
SERVICE AGREEMENT
SCHEDULE B
LIST OF SERVICES
I. Fund Administration Form N-PORT and Form N-CEN Support Services as described in Schedule B6 attached hereto
Information Classification: Limited Access
Schedule B6
Fund Administration Form N-PORT (the Form N-PORT Services) and Form N-CEN (the Form N-CEN Services) Support Services (collectively, and for purposes of this Schedule B6, the Services)
I. The Services .
(a) Standard N-PORT and N-CEN Reporting Solution (Data and Filing) :
· Subject to the receipt of all required data, documentation, assumptions, information and assistance from the Funds (including from any third parties with whom the Funds will need to coordinate in order to produce such data, documentation, and information), Service Provider will use required data, documentation, assumptions, information and assistance from the Funds, Service Providers internal systems and, in the case of Trusts not administered by Service Provider or its affiliates, third party Fund service providers or other data providers, including but not limited to Third Party Data (as defined below) (collectively, the Required Data) to perform necessary data aggregations (including any applicable aggregation of risk metrics) and calculations and prepare, as applicable: (i) a monthly draft Form N-PORT standard template for review and approval by the Funds; and (ii) annual updates of Form N-CEN for review and approval by the Funds.
· Each Fund acknowledges and agrees that it will be responsible for reviewing and approving each such draft N-PORT template and N-CEN update.
· Following review and final approval by the Funds of each such draft Form N-PORT template and N-CEN update, and at the direction of and on behalf of each Fund, Service Provider will (i) produce an .XML formatted file of the completed Form N-PORT and Form N-CEN and maintain a record thereof in accordance with this Agreement and (ii) when required, electronically submit such filing to the SEC.
The Form N-PORT Services will be provided to each series (each, a Series) of the Funds(s) as set forth in the attached Annex 1 , which shall be executed by Service Provider and the Funds(s). The Form N-CEN Services will be provided to each Fund as set forth in the attached Annex 1 . Annex 1 may be updated from time to time upon the written request of the Funds and by virtue of an updated Annex 1 that is signed by all parties.
(b) Quarterly Portfolio of Investments Services : [ Not Applicable .]
(c) Liquidity Risk Measurement Services: [ Not Applicable . ]
II. Fund Duties, Representations and Covenants in Connection the Services .
The provision of the Services to each Fund by Service Provider is subject to the following terms and conditions:
1. The Parties acknowledge and agree on the following matters:
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning the Funds or their affiliates or any trust, pooled vehicle, security or other investment or Series regarding which the Funds or its affiliates provide services or is otherwise associated (Fund Entities) that is generated or aggregated by Service Provider in connection with services performed on each Funds behalf or otherwise prepared by Service Provider (Service Provider Data, together with Required Data, Data). Service Providers obligations, responsibilities and liabilities with respect to any Service Provider Data used in connection with other services received by the Funds shall be as provided in such respective other agreements between Service Provider and the Funds relating to such other services (e.g., administration and/or custody services, etc.) from which the Service Provider Data is derived or sourced (Other Trust Agreements). Nothing in this Agreement or any service schedule(s) shall limit or modify Service Providers obligations to the Funds under the Other Trust Agreements.
In connection with the provision of the Services by Service Provider, each Fund acknowledges and agrees that it will be responsible for providing Service Provider with any information requested by Service Provider, including, but not limited to, the following:
(A) Arranging for the regular provision of all Required Data and related information to Service Provider, in formats compatible with Service Provider-provided data templates including, without limitation, Required Data and the information and assumptions required by Service Provider in connection with a Fund reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by Service Provider, in its discretion (collectively, the Onboarding Checklist) and such other forms and templates as may be used by Service Provider for such purposes from time to time, for all Funds receiving under services under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by the Funds), including, without limitation, arranging for the provision of data from third party service providers, prime brokers, custodians, the Funds, their affiliates, and other relevant parties by instruction to the third party from the Funds, or as otherwise required by the third party. If and to the extent that Fund data is already accessible to Service Provider (or any of its affiliates) in its capacity as Service Provider to one or more Funds, Service Provider and the Funds will agree on the scope of the information to be extracted from Service Providers or any of its affiliates systems for purposes of Service Providers provision of the Services, subject to the discretion of Service Provider, and Service Provider is hereby expressly authorized to use any such information as necessary in connection with providing the Service, hereunder; and
(B) Providing all required information and assumptions not otherwise included in Fund data and assumptions provided pursuant to Section 1(A) above, including but not limited
to the Required Data, as may be required in order for Service Provider to provide the Services.
The following are examples of certain types of information that each Fund is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and each Fund hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN:
· SEC filing classification of the Funds and/or Series (i.e., small or large filer);
· Identification of any data sourced from third parties;
· Identification of any securities reported as Miscellaneous; and
· Any Explanatory Notes included in N-PORT Section E.
2. Each Fund acknowledges that it has provided to Service Provider all material assumptions used by the Funds or that are expected to be used by the Funds in connection with the completion of Form N-PORT and Form N-CEN, and that it has approved all material assumptions used by Service Provider in the provision of the Services prior to the first use of the Services. The Funds will also be responsible for promptly notifying Service Provider of any changes in any such material assumptions previously notified to Service Provider by the Funds or otherwise previously approved by the Funds in connection with Service Providers provision of the Services. Each of the Funds acknowledges that the completion of Form N-PORT and Form N-CEN, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
· Investment classification of positions;
· Assumptions necessary in converting data extracts;
· General operational and process assumptions used by Service Provider in performing the Services; and
· Assumptions specific to the Funds and/or Series.
Each Fund hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which the Funds (and/or Service Provider on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
3. Each Fund acknowledges and agrees on the following matters:
(A) It has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and each Fund has determined that the Services are suitable for its purposes. Service Provider makes no representation or warranty with respect to the foregoing.
(B) It assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. Service Provider is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and Service Provider is not providing any customization, guidance, or recommendations. Where a Fund uses Services to comply with any law, regulation, agreement, or other Trust obligation, Service Provider makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and Service Provider has no obligation of compliance with respect thereto.
(C ) It may use the Services and any reports, charts, graphs, data, analyses and other results generated by Service Provider in connection with the Services and provided by Service Provider to the Funds (Materials) (a) for the internal business purpose of the Funds relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update. A Fund may also redistribute the Materials, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with such Fund (each a Permitted Person); provided, however, (i) the Funds may not charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to marked or index data (Third Party Data) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent the relevant Fund has separate license rights with respect to the use of such Third Party Data, or (iii) the Funds may not use the Services or Materials in any way to compete or enable any third party to compete with Service Provider. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.
Except as expressly provided in this Section 3(C), none of the Funds, nor any of their affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in the Funds, or any Fund Entity (as defined below) or any Permitted Persons (collectively, including the Funds, Fund Parties), may directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose, display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any Service Provider Data) or Third Party Data contained therein, except with respect to Third Party Data to the extent the disclosing Fund has separate license rights with respect to the use of such Third Party Data). Without limitation, Fund Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party,
including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.
(D) The Funds shall limit the access and use of the Services and the Materials by any Fund Parties to a need-to-know basis and, in connection with its obligations under this Agreement, the Funds shall be responsible and liable for all acts and omissions of any Fund Parties.
(E) The Services, the Materials and all confidential information of Service Provider (as confidential information is defined in the Agreement and other than Third Party Data and Fund Data), are the sole property of Service Provider. No Fund has any rights or interests with respect to all or any part of the Services, the Materials or the Service Provider confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. Each Fund automatically and irrevocably assigns to Service Provider any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or the Service Provider confidential information, including, for the avoidance of doubt and without limitation, any Fund Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with Service Provider (collectively, Feedback) and the Service Provider Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate the Funds.
(F) Service Provider may rely on Data used in connection with the Services without independent verification. Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
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ANNEX I
THE VOYA FUNDS
Further to the Services Agreement dated as of February 12, 2018, between Voya Prime Rate Trust, Voya Senior Income Fund and Voya Floating Rate Fund (the Funds), and State Street Bank and Trust Company (Service Provider), the Funds and Service Provider mutually agree to update this Annex 1 by adding/removing Funds/Series as applicable:
N-PORT Services |
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Service Type |
VOYA PRIME RATE TRUST
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Standard N-PORT and N-CEN Reporting Solution (Data and Filing) |
VOYA FUNDS TRUST |
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Standard N-PORT and N-CEN Reporting Solution (Data and Filing) |
Voya Floating Rate Fund |
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N-CEN Services |
VOYA PRIME RATE TRUST
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IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.
VOYA PRIME RATE TRUST |
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By: |
/s/ Todd Modic |
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Name: |
Todd Modic |
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Title: |
Senior Vice President |
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Date: |
02/12/18 |
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VOYA SENIOR INCOME FUND |
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By: |
/s/ Todd Modic |
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Name: |
Todd Modic |
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Title: |
Senior Vice President |
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Date: |
02/12/18 |
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VOYA FUNDS TRUST |
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On behalf of its series Voya Floating Rate Fund |
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By: |
/s/ Todd Modic |
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Name: |
Todd Modic |
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Title: |
Senior Vice President |
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Date: |
02/12/18 |
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STATE STREET BANK AND TRUST COMPANY |
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By: |
/s/ Andrew Erickson |
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Name: |
Andrew Erickson |
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Title: |
Executive Vice President |
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Date: |
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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement (this First Amendment ) is made as of July 17, 2017, by and among VOYA PRIME RATE TRUST , a Massachusetts business trust (the Borrower ), the lending institutions party hereto and identified as Lenders in the Credit Agreement (as hereinafter defined) (the Lenders ) and State Street Bank and Trust Company in its capacity as administrative agent for the Lenders (in such capacity, the Administrative Agent ), amending certain provisions of that certain Amended and Restated Credit Agreement dated as of July 18, 2016 (as amended and in effect from time to time, the Credit Agreement ) by and among the Borrower, the Lenders, the Administrative Agent and State Street Bank and Trust Company as Swing Line Lender (as such term is defined in the Credit Agreement). Terms not otherwise defined in the Credit Agreement shall have the same respective meanings herein as therein.
WHEREAS , the Borrower and the Lenders desire to amend certain provisions of the Credit Agreement, all as provided more fully herein below;
NOW, THEREFORE , in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
§1. Amendment to Section 1.01 of the Credit Agreement . Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of Base Rate, Federal Funds Rate and Maturity Date which appear in Section 1.01 of the Credit Agreement in their entirety and restating each such definition as follows:
Base Rate means for any day a fluctuating rate per annum equal to the greatest of (a) the Federal Funds Rate plus 1.00%; (b) the rate of interest in effect for such day as publicly announced from time to time by State Street Bank as its prime rate (provided if such announced rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement); and (c) the One Month LIBOR Rate for such day plus 1.0%. The prime rate is a rate set by State Street Bank based upon various factors including State Street Banks costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by State Street Bank shall take effect at the opening of business on the day specified in the public announcement of such change.
Federal Funds Rate means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published
on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to State Street Bank on such day on such transactions as determined by the Administrative Agent, and (c) if such rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
Maturity Date means July 16, 2018.
§2. Amendment to Section 2.08 of the Credit Agreement . Section 2.08 of the Credit Agreement is hereby amended by deleting Section 2.08(a) in its entirety and restating it as follows:
(a) Commitment Fee . The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee (the Commitment Fee ) at a rate per annum equal to the product of (i) for any day on which the actual Available Borrowing Amount is less than or equal to 25%, (x) 0.15% times (y) the actual daily amount by which the Aggregate Revolving Commitments exceed the Outstanding Amount of Revolving Loans, subject to adjustment as provided in Section 2.14 ; and (ii) for any day on which the actual Available Borrowing Amount is greater than 25%, (x) 0.25% times (y) the actual daily amount by which the Aggregate Revolving Commitments exceed the Outstanding Amount of Revolving Loans, subject to adjustment as provided in Section 2.14 . The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the fifteenth day of each April, July, October and January, in each case with respect to the calendar quarter period then most recently ended, commencing on the first such date to occur after the Closing Date, and on the Maturity Date. The Commitment Fee shall be calculated quarterly in arrears. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Revolving Commitments.
§3. Amendment to Section 5.05 of the Credit Agreement . Section 5.05(d) of the Credit Agreement is hereby amended by deleting the date February 29, 2016 which appears in Section 5.05(d) and substituting in place thereof the date February 28, 2017.
§4. Amendment to Section 8.01 of the Credit Agreement . Section 8.01(k) of the Credit Agreement is hereby amended by deleting Section 8.01(k) in its entirety and restating it as follows:
(k) Investment Adviser . Voya Investments, LLC or any Affiliate of Voya Financial, Inc. shall no longer be the Investment Adviser and the Required Lenders have not consented to a successor investment adviser; or.
§5. Conditions to Effectiveness . This First Amendment will become effective as of the date hereof upon receipt by the Administrative Agent of the following:
(a) fully-executed original counterparts of this First Amendment executed by the Borrower, the Lenders and the Administrative Agent;
(b) the receipt by the Administrative Agent of a signed certificate from a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent and dated the date hereof certifying (i) as to the incumbency of, and bearing manual specimen signatures of, the Responsible Officers of the Borrower or other authorized persons who are authorized to execute and take actions under this First Amendment and the Loan Documents for the Borrower (or a certification from such Responsible Officer that the Responsible Officers and other persons who were identified in the certificate dated July 18, 2016 and delivered to the Administrative Agent pursuant to Section 4.01 of the Credit Agreement (the Closing Date Certificate ), remain authorized to execute and take actions under this First Amendment and the Loan Documents), (ii) and attaching the Organizations Documents of the Borrower (or a certification from such Responsible Officer that no changes to the Organizational Documents have been made to any such documents since such documents were delivered to the Administrative Agent and attached to the Closing Date Certificate), (iii) and attaching the Custody Agreement of the Borrower (or a certification from such Responsible Officer that no changes to the Custody Agreement has been made to the Custody Agreement delivered to the Administrative Agent and attached to the Closing Date Certificate), (iv) to and attaching a copy of the resolutions of the board of trustees of the Borrower approving and adopting this First Amendment and the documents being delivered in connection herewith to which the Borrower is a party and authorizing the execution and delivery thereof, certified by a Responsible Officer of the Borrower to be true and correct and in force and effect as of the date hereof, and (v) that, before and after giving effect to the transactions contemplated hereby, (1) the representations and warranties made by the Borrower herein, in the Credit Agreement and each of the other Loan Documents are true and correct on and as of the date hereof, and with the same force and effect as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (2) no Default or Event of Default has occurred and is continuing;
(c) a certificate of good standing and legal existence for the Borrower issued as of a recent date from the Secretary of State of the Commonwealth of Massachusetts;
(d) a legal opinion dated as of the date hereof, of in-house to the Borrower, in form and substance reasonably satisfactory to the Lender; and
(e) payment of any fees and expenses required to be paid in connection with the Loan Documents.
§6. Representations and Warranties . The Borrower repeats, on and as of the date hereof, each of the representations and warranties made by it in Section 5 of the Credit Agreement, provided , that all references therein to the Credit Agreement shall refer to such Credit Agreement as amended hereby. In addition, the Borrower hereby represents and warrants that the execution and delivery by the Borrower of this First Amendment
and the performance by the Borrower of all of its agreements and obligations under the Credit Agreement as amended hereby and the other Loan Documents to which it is a party are within the trust authority of the Borrower and have been duly authorized by all necessary trust action on the part of the Borrower.
§7. Ratification , Etc . Except as expressly amended hereby, the Credit Agreement and all documents, instruments and agreements related thereto, including, but not limited to the Security Agreement and the other Loan Documents, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement and this First Amendment shall be read and construed as a single agreement. All references in the Credit Agreement or any related agreement or instrument to the Credit Agreement shall hereafter refer to the Credit Agreement as amended hereby. This First Amendment shall constitute a Loan Document.
§8. No Waiver . Nothing contained herein shall constitute a waiver of, impair or otherwise affect any obligation of the Borrower or any rights of the Lenders or the Administrative Agent consequent thereon.
§9. Counterparts . This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.
§10. Governing Law . THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK .
IN WITNESS WHEREOF , the parties hereto have executed this First Amendment as a document under seal as of the date first above written.
BORROWER: |
VOYA PRIME RATE TRUST, a |
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Massachusetts business trust |
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By: |
/s/ Daniel A. Norman |
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Name: Daniel A. Norman |
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Title: Managing Director, Group Head |
ADMINISTRATIVE AGENT: |
STATE STREET BANK AND |
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TRUST COMPANY, |
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as Administrative Agent |
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By: |
/s/ Paul J. Koobatian |
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Name: Paul J. Koobatian |
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Title: Vice President |
LENDERS: |
STATE STREET BANK AND TRUST COMPANY, as a Lender |
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By: |
/s/ Paul J. Koobatian |
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Name: Paul J. Koobatian |
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Title: Vice President |
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ROPES & GRAY LLP |
PRUDENTIAL TOWER |
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800 BOYLSTON STREET |
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BOSTON, MA 02199-3600 |
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WWW.ROPESGRAY.COM |
June 22, 2018
Voya Prime Rate Trust
7337 East Doubletree Ranch Road, Suite100
Scottsdale, Arizona 85258
Ladies and Gentlemen:
This opinion is b eing furnished in connection with the Registration Statement on Form N-2 (the Registration Statement) being filed today by Voya Prime Rate Trust (the Trust) under the Securities Act of 1933 (file no. 333-224419) and the Investment Company Act of 1940 (file no. 811-05410), each as amended, relating to the issuance and sale by the Fund of authorized shares of beneficial interest in the amount designated on the facing sheet of the Registration Statement (the Shares).
We are familiar with the actions taken by the Trustees of the Trust to authorize the issuance of the Shares. In connection with this opinion, we have examined such certificates, documents, and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinion set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Trust, public officials and other appropriate persons.
We were not involved in the organization of the Trust. We have not examined independently the question of what law would govern the interpretation or enforcement of any provision of the Agreement and Declaration of Trust, as amended, and have for this purpose assumed that the Trust is a duly established and validly existing unincorporated voluntary association with transferable shares under Massachusetts law (commonly known as a Massachusetts business trust) and that the interpretation and enforcement of each provision of the Agreement and Declaration of Trust will be governed by the laws of the Commonwealth of Massachusetts.
We have made such examination of Massachusetts law as we have deemed relevant for purposes of this opinion. We express no opinion as to the effect of laws, rules, and regulations of any state or jurisdiction other than the Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that the Trust is authorized to issue the Shares and that, when the Shares are issued and paid for as contemplated in the Registration Statement, they will be validly issued, fully paid, and, except as described in the following paragraph, nonassessable by the Trust.
Under Massachusetts law, shareholders may, under certain circumstances, be held personally liable for the Trusts obligations. However, the Agreement and Declaration of Trust provides that no shareholders of any series or class shall be personally liable for any claims against the Trust and shareholders are indemnified against all loss and expense arising from such liability. The risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances (which are considered remote) in which a Fund would be unable to meet its obligations and the disclaimer within the Agreement and Declaration of Trust is inoperative.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm as legal counsel for the Trust in the Registration Statement. This consent shall not constitute an acknowledgment that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
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Very truly yours, |
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/s/ Ropes & Gray LLP
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Ropes & Gray LLP |
CONSENT OF COUNSEL
We hereby consent to the use of our name and the references to our firm under the caption Legal Counsel included in or made a part of Pre-Effective Amendment No. 1 to the Registration Statement of Voya Prime Rate Trust (File No. 333-224419), on Form N-2 under the Securities Act of 1933, as amended.
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/s/ Ropes & Gray LLP |
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Ropes & Gray LLP |
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Boston, MA |
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June 22, 2018 |
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Consent of Independent Registered Public Accounting Firm
The Board of Trustees
Voya Prime Rate Trust
We consent to the use of our report dated April 24, 2018, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings Financial Highlights and Independent Registered Public Accounting Firm in the Prospectuses and Independent Registered Public Accounting Firm in the Statement of Additional Information.
/s/ KPMG LLP
Boston, Massachusetts
June 21, 2018