SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Under Rule 14a-12 |
VOYA PRIME RATE TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.): |
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¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
(formerly, ING Prime Rate Trust)
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
1-800-992-0180
19, 2017
5, 2017.
NOTICE OF
OF
Meeting of Shareholders
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
1-800-992-0180
6, 2017
1. | To elect 12 nominees to the Board of Trustees of the Fund (the “Proposal”); |
2. | To transact such other business, not currently contemplated, that may properly come before the Annual Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes. |
MAY 14, 2014
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
Annual Meeting of Shareholders
Scheduled for July 2, 2014
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to be Held on July 2, 2014
6, 2017
39 |
• | By Internet. The web address and instructions for voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
• | By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
• | By Mail. Mark the enclosed Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided. Joint owners must each sign the Proxy Ballot. |
• | In Person at the Annual Meeting. You can vote your shares in person at the Annual Meeting. If you expect to attend the Annual Meeting in person, please call Shareholder Services toll-free at |
Investment Management
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
85258. As of December 31, 2016, Voya Investments managed approximately $49.7 billion in assets.
The Adviser, Administrator, the Distributor, and As of December 31, 2016, Voya IM are allmanaged approximately $86.4 billion in assets.
In October 2009, ING Groep submitted a restructuring plan (the “Restructuring Plan”) to the European Commission in order to receive approval for state aid granted to ING Groep by the Kingdom of the Netherlands in November 2008 and March 2009. To receive approval for this state aid, ING Groep was required to divest its insurance and investment management businesses, including Voya Financial, Inc. (formerly, ING U.S., Inc.), before the end of 2013. In November 2012, the Restructuring Plan was amended to permit ING Groep additional time to complete the divestment. Pursuant to the amended Restructuring Plan, ING Groep must divest at least 25% of Voya Financial, Inc. by the end of 2013, more than 50% by the end of 2014, and the remaining interest by the end of 2016 (such divestment, the “Separation Plan”).
In May 2013, Voya Financial, Inc. conducted an initial public offering of its common stock (the “IPO”). In October 2013, ING Groep divested additional shares in a secondary offering of common stock of Voya Financial, Inc. In March 2014, ING Groep divested additional shares, reducing its ownership
interest in Voya Financial, Inc. below 50%. Voya Financial, Inc. did not receive any proceeds from these offerings.
ING Groep has stated that it intends to sell its remaining interest in Voya Financial, Inc. over time. While the base case for the remainder of the Separation Plan is the divestment of ING Groep’s remaining interest in one or more broadly distributed offerings, all options remain open and it is possible that ING Groep’s divestment of its remaining interest in Voya Financial, Inc. may take place by means of a sale to a single buyer or group of buyers.
It is anticipated that one or more of the transactions contemplated by the Separation Plan would result in the automatic termination of the existing investment advisory and sub-advisory agreements under which the Adviser and sub-adviser provide services to the Fund. In order to ensure that the existing investment advisory and sub-advisory services can continue uninterrupted, the Board approved new advisory and sub-advisory agreements for the Fund, as applicable, in connection with the IPO. Shareholders of the Fund approved the new investment advisory and sub-advisory agreements prompted by the IPO, as well as any future advisory and sub-advisory agreements prompted by the Separation Plan that are approved by the Board and whose terms are not materially different from the current agreements. This means that shareholders may not have another opportunity to vote on a new agreement with the Adviser or an affiliated sub-adviser even if they undergo a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of Voya Financial, Inc.
The Separation Plan, whether implemented through public offerings or other means, may be disruptive to the businesses of Voya Financial, Inc. and its subsidiaries, including the Adviser and affiliated entities that provide services to the Fund, and may cause, among other things, interruption of business operations or services, diversion of management’s attention from day-to-day operations, reduced access to capital, and loss of key employees or customers. The completionis an affiliate of the Separation Plan is expected to resultAdviser. See “Principal Underwriter” in the Adviser’s loss of access to the resources of ING Groep, which could adversely affect its business. SinceSAI.
The Separation Plantheir associated persons, you may be implemented in phases. During the time that ING Groep retains a significant interest in Voya Financial, Inc., circumstances affecting ING Groep, including restrictions or requirements imposed on ING Groep by European and other authorities, may also affect Voya Financial, Inc. A failure to complete the Separation Plan could create uncertainty about the nature of the relationship between Voya Financial, Inc. and ING Groep, and could adversely affect Voya Financial, Inc. and the Adviser and its affiliates. Currently, the Adviser and its affiliates do not anticipate that the Separation Plan will have a material adverse impact on their operationscontact FINRA at www.finra.org or the Fund and its operations.
Trustees
Institute (2006-2007) and as Executive Director of The Mark Twain House & Museum (1989-2006) where he was responsible for overseeing business operations, including endowment funds. He also served as a board member of certain predecessor mutual funds of the Voya family of funds (1997-2005). Mr. Boyer holds a B.A. from the University of California, Santa Barbara and an M.F.A. degree from Princeton University.
Albert E. DePrince, Jr. has been a Trustee of the Fund since May 21, 2013 and a board member of other investment companies in the Voya family of funds since 1998. Dr. DePrince has been a professor of Economics and Finance at Middle Tennessee State University since 1991. Prior to joining the faculty at Middle Tennessee State University, Dr. DePrince served in various business positions, including 12 years at Marine Midland Bank in New York City, where he held the positions of Chief Economist and Senior Vice President, and nine years as an economist with the Federal Reserve Bank of New York. Dr. DePrince holds a B.A. in Economics from Bucknell University, an M.A. in Economics from the University of Michigan, and a Ph.D. in Economics from New York University. Dr. DePrince also served as Director at the Business and Economic Research Center at Middle Tennessee State University from 1999 to 2002 and has published numerous scholarly papers and journal articles in the areas of financial markets, financial institutions, mutual fund performance, and monetary policy.
Director of First Marblehead Corporation (student loans) and Tufts Health Plan (health insurance), a Director ofand the University of Connecticut Foundation, Inc., and a member of the General Counsel of the Investment Company Institute’s Independent Directors Council. Mr. Drotch holds a B.S. from the University of Connecticut and is a retired Certified Public Accountant.
Connecticut.
Investment Review Committee (“Joint IRC”) since January 23, 2014. Mr. Obermeyer is the founder and President of Obermeyer & Associates, Inc., a provider of financial and economic consulting services since 1999. Prior to founding Obermeyer & Associates, Mr. Obermeyer had more than 15 years of experience in accounting, including serving as a Senior Manager at Arthur Andersen LLP from 1995 until 1999. Previously, Mr. Obermeyer served as a Senior Manager at Coopers & Lybrand
Trustee
present). Mr. Mathews previously served as President of INGVoya Mutual Funds and Investment Products (2004-2006) and several other senior management positions in various aspects of the financial services business.
of Trustees
Effective May 21, 2013, the membership of the Boards of Directors/Trustees overseeing the funds in the Voya family of funds were consolidated (the “Consolidation”) so that the same members serve on each board in the Voya family of funds.
The
action prior to the next regular meetings.meeting. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.
The Audit Committee and 2017.
Compliance Committee.. The Board has established a Compliance Committee for the purpose of, among other things: (i) providing oversight with respect to compliance by the funds in the Voya family of funds and their service providers with applicable laws, regulations, and internal policies and procedures affecting the operations of the Fund;funds; (ii) serving as a committee, and in such capacity, to receive, retain, and act uponreceiving reports of evidence of possible material violations of applicable U.S. federal or state securities laws and breaches of fiduciary duty arising under U.S. federal or state laws; (iii) coordinating activities between the Board and the Chief Compliance Officer (“CCO”) of the Fund;funds; (iv) facilitating information flow among Board members and the CCO between Board meetings; (v) working with the CCO and management to identify the types of reports to be submitted by the CCO to the
Compliance Committee and the Board; (vi) making recommendations regarding the role, performance and oversight of the CCO; (vii) overseeing the implementationcybersecurity practices of the Voya funds’ valuation proceduresfunds and the fair value determinations made with respect to securities held by the Voya funds for which market value quotations are not readily available;their key service providers; (viii) overseeing management’s administration of proxy
The Audit2017.
Contracts Committee.. The Board has established a Contracts Committee for the purpose of overseeing the annual renewal process relating to investment advisory and sub-advisory agreements and, at the discretion of the Board, other agreements or plans involving the Voya funds (including the Fund). The responsibilities of the Contracts Committee include, among other things: (i) identifying the scope and format of information to be provided by service providers in connection with applicable contract approvals or renewals; (ii) providing guidance to independent legal counsel regarding specific information requests to be made by such counsel on behalf of the Trustees; (iii) evaluating regulatory and other developments that might have an impact on applicable approval and renewal processes; (iv) reporting to the Trustees its recommendations and decisions regarding the foregoing matters; (v) assisting in the preparation of a written record of the factors considered by Trustees relating to the approval and renewal of advisory and sub-advisory agreements; (vi) recommending to the Board specific steps to be taken by it regarding the contracts approval and renewal process, including, for example, proposed schedules of meetings by the Trustees; and (vii) otherwise providing assistance in connection with Board decisions to renew, reject, or modify agreements or plans.
As of January 23, 2014, the
Trustees and met regularly seven (7) times per calendar year and held special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Prior Contracts Committee held six (6) meetings during the fiscal year ended February 28, 2014. It is expected that the Contracts Committee will meet regularly seven (7)six (6) times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting.
The Board has established a Contracts Sub-Committee for the purpose of initially reviewing substantially all of the matters to be considered by the Contracts Committee. The Contracts Sub-Committee currently consists of seven (7) Independent Trustees. The following Trustees serve as members of the Contracts Sub-Committee: Dr. DePrince, Mses. Baldwin, Chadwick, and Pressler, and Messrs. Boyer, Obermeyer, and Vincent. Ms. Pressler currently serves as Chairperson of the Contracts Sub-Committee. The Contracts Sub-Committee was newly established on January 23, 2014 did not meetCommittee held six (6) meetings during the fiscal year ended February 28, 2014. It is expected that the Contracts Sub-Committee will meet regularly seven (7) times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting.
2017.
below.
Joint IRC | IRC E | IRC F | |
The Fund | X |
The DE IRCE currently consists of six (6) Independent Trustees. The following Trustees serve as members of the DE IRC: Ms.IRC E: Mses. Baldwin and Pressler, and Messrs. Boyer, Drotch,Gavin, Jones, Obermeyer, and Vincent. Ms. Baldwin currently serves as the Chairperson of the DE IRC.IRC E. The DE IRC whichE currently meets regularly six (6) times per year,year. The IRC E held six (6) meetings during the fiscal year ended February 28, 2014.
The I/B/IRC F IRC currently consists of five (5) Independent Trustees and one (1) Interested Trustee. The following Trustees serve as members of the I/B/F IRC: Dr. DePrince, Mses.IRC F: Ms. Chadwick and PresslerMessrs. Boyer, Drotch, Kenny, Mathews, and Messrs. Earley, Kenny, and Mathews.Sullivan. Ms. Chadwick currently serves as the Chairperson of the I/B/F IRC.IRC F. The I/B/F IRC whichF currently meets regularly six (6) times per year,year. The IRC F held six (6) meetings during the fiscal year ended February 28, 2014.
The DE IRC and the I/B/F IRC held six (6) additional joint meetings during the fiscal year ended February 28, 2014.
2017.
programs; and (x) overseeing insurance arrangements for the funds.
The Secretary shall submit all nominations received in a timely manner to the Nominating and Governance Committee. To be timely in connection with a shareholder meeting to elect Trustees, any such submission must be delivered to the Fund’s Secretary not earlier than the 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of the meeting is first made, by either the disclosure in a press release or in a document publicly filed by the Fund with the SEC.
2017.
presentations and other information from Officers of the Trust,Fund, including the CCOs for the Trust and its investment adviserFund and the Trust’sAdviser and the Fund’s Chief Investment Risk Officer (“CIRO”), and from other service providers. For example, management personnel and the other persons make regular reports and presentations to: (i) the Compliance Committee regarding compliance with regulatory requirements;requirements and oversight of cybersecurity practices by the Fund and key service providers; (ii) the Investment Review CommitteesIRCs regarding investment activities and strategies that may pose particular risks; (iii) the Audit Committee with respect to financial reporting controls and internal audit activities; (iv) the Nominating and Governance Committee regarding corporate governance and best practice developments; and (v) the Contracts Committee regarding regulatory and related developments that might impact the retention of service providers to the Trust.Fund. The CIRO oversees an Investment Risk Department (“IRD”) that provides an independent source of analysis and research for Board members in connection with their oversight of the investment process and performance of portfolio managers. Among its other duties, the IRD seeks to identify and, where practicable, measure the investment risks being taken by the Fund’s portfolio managers. Although the IRD works closely with management of the TrustFund in performing its duties, the CIRO is directly accountable to, and maintains an ongoing dialogue with, the Independent Trustees.
Effective January 1, 2014, the
Prior to January 1, 2014, the Fund paid each Independent Trustee a
Pressler and Messrs. Earley, Boyer, and Kenny as Chairpersons of Committees of the Board, each received an additional annual retainer of $25,000, $30,000, $65,000, $25,000, $30,000, and $25,000, respectively; (iv) $10,000 per attendance at any of the regularly scheduled meetings (four (4) quarterly meetings, two (2) auxiliary meetings, and two (2) annual contract review meetings); and (v) out-of-pocket expenses. The Board at its discretion could from time to time designate other special meetings as subject to an attendance fee in the amount of $5,000 for in-person meetings, and $2,500 for special telephonic meetings.
Thepro rata
Certain future payment arrangements were in place prior to the Consolidation. More particularly, each Independent Trustee, with the exception of Dr. DePrince and Messrs. Jones and Obermeyer, who was a Trustee on or before May 9, 2007, and who will have served as a non-interested Trustee for five or more years for one or more funds in the Voya family of funds is entitled to a future payment (“Future Payment”) if such Trustee: (i) retires in accordance with the Board’s retirement policy; (ii) dies; or (iii) becomes disabled. The Future Payment shall be made promptly to, as applicable, the Trustee or the Trustee’s estate, in an amount equal to two times the annual compensation payable to such Trustee, as in effect at the time of his or her retirement, death or disability if the Trustee had served as Trustee for at least five years as of May 9, 2007, or in a lesser amount calculated based on the proportion of time served by such Trustee (as compared to five years) as of May 9, 2007. The annual compensation determination shall be based upon the annual Board membership retainer fee in effect at the time of that Trustee’s retirement, death or disability (but not any separate annual retainer fees for chairpersons of committees and of the Board), provided that the annual compensation used for this purpose shall not exceed the annual retainer fees as of May 9, 2007. This amount shall be paid by the Voya fund or Voya funds on whose Board the Trustee was serving at the time of his or her retirement, death or disability. Each applicable Trustee may elect to receive payment of his or her benefit in a lump sum or in three substantially equal payments.
Securities
arrangements pursuant to which the future value of such payments is based on the notional value of designated funds within the Voya family of funds.
Under this
Investment inmutual funds of the Voya family of funds by the Trustees pursuant to this Ownership Policy are subject to: (i) policies, applied by the mutual funds of the Voya family of funds to other similar investors, that are designed to prevent inappropriate market timing trading practices; and (ii) to any provisions of the Code of Ethics for the Voya family of funds that otherwise appliesapply to the Trustees.
As of April 4, 2014, none of the Independent Trustees or their immediate family members owned any shares of the adviser or principal underwriter or of any entity controlling, controlled by or under common control with the investment adviser or principal underwriter of the Fund (not including registered investment companies).
How often does the Board meet?
The Board currently conducts regular meetings eight (8) times a year. Six of these regular meetings consist of sessions held over a two-day period and two of these meetings consist of a one-day session. In addition, during the course of a year, the Board and many of its Committees typically hold special meetings by telephone or in person to discuss specific matters that require action prior to their next regular meeting.
For fiscal years ended, February 28, 2013 and February 28, 2014, all Trustees except Messrs. Drotch and Mathews attended no fewer than 75%
Who are the officers of the Fund?
Fund
together with sucheach person’s position with the Fund and principal occupation for the last five years, are listed inAppendix D.
share that is owned, the shareholder shall be entitled to a proportionate fractional vote. A majority of shares entitled to vote shall constitute a quorum.
Abstentions and broker non-votes will not affect the outcome of the election of Trustees.
To the knowledge of Voya Investments, as of the Record Date, no current Trustee owns 1% or more of the outstanding shares of the Fund, and the officers and Trustees own, as a group, less than 1% of the shares of the Fund.
To the best of the Fund’s knowledge, as of April 10, 2017, no Independent Trustee owned 1% or more of the outstanding shares of any class of the Fund. As of April 10, 2017, none of the Independent Trustees nor their immediate family members owned any shares of the Adviser or principal underwriter or of any entity controlling, controlled by, or under common control with the Adviser or principal underwriter (not including registered investment companies).
year.
fiscal years ended February 28, 2013 and February 28, 2014, be included in the Fund’s Annual Reports to shareholders. The
Board
KPMG has advised the Fund that neither KPMG nor any of its partners has any direct or material indirect financial interest in the Fund.
the mailing of a proxy statement with household members, please inform theyour Fund in writing at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034 or via telephone at (800) 992-0180.
The
19, 2017
Scottsdale, ArizonaAZ 85258-2034
Name, Address and Age | Held with the Fund | Term of Office and Time Served1 | Principal During the Past 5 Years | Number of Funds in the Fund Complex Overseen by | Other Board Positions Held by | |||||
Independent Trustees | ||||||||||
Colleen D. Baldwin
| 56 | Trustee | October 2007 – Present | President, Glantuam Partners, LLC, a business consulting firm | 151 | DSM/Dentaquest, Boston, MA | ||||
John V. Boyer
| Chairperson Trustee |
|
| President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January | 151 | None. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees | |||||
Patricia W. Chadwick
| 68 | Trustee | January 2006 – Present | Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy | 151 | Wisconsin Energy Corporation | ||||
Peter S. Drotch | 75 | Trustee | October 2007 – Present | Retired. | 151 | None. | ||||
Martin J. Gavin | 67 | Trustee | August 2015 – Present |
| ||||||||||
| ||||||||||
| Retired. Formerly, President and Chief Executive Officer, | 151 | ||||||||
Russell H. Jones Age: 72 | Trustee | May 2013 – Present | Retired. | 151 | None. |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees | |||||
Patrick W. Kenny Age: 74 | Trustee | January 2005 – Present | Retired. | 151 | Assured Guaranty Ltd. | |||||
Joseph E. Obermeyer
| 59 | Trustee | May 2013 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services | 151 | None. | ||||
Sheryl K. Pressler
| 66 | Trustee | January 2006 – Present | Consultant (May | 151 | None. | ||||
Christopher P. Sullivan | 63 | Trustee | October 2015 – Present | Retired. Formerly, President, | 151 | |||||
Roger B. Vincent Age: 71 | Trustee | February 2002 – Present | Retired. | 151 | UGI Corporation |
Trustee who is an “Interested Person” |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees | |||||
Shaun P. Mathews3
| 61 | Trustee | June 2006 – Present | President and Chief Executive Officer, Voya Investments, LLC | 151 | Voya Capital Corporation, LLC |
1. | Trustees serve until their successors are duly elected and qualified. The tenure of each |
2. | For the purposes of this table, |
3. | Mr. Mathews is deemed to be an |
Name of Trustee | Aggregate Compensation from the Fund (fiscal year ended February 28, 2014) | Total Compensation from Trust and Fund and Complex Paid to Trustees | ||||||
Colleen D. Baldwin1 | $ | 2,823 | 312,500 | 2 | ||||
John V. Boyer1 | $ | 2,848 | 317,500 | 2 | ||||
Patricia W. Chadwick | $ | 2,843 | 317,500 | 2 | ||||
Albert E. DePrince, Jr. | $ | 1,524 | 242,731 | 3 | ||||
Peter S. Drotch | $ | 2,393 | 265,000 | 2 | ||||
J. Michael Earley | $ | 2,778 | 310,000 | 2 | ||||
Martin J. Gavin1,4 | $ | 753 | 125,943 | 3 | ||||
Russell H. Jones1 | $ | 1,524 | 229,078 | 3 | ||||
Patrick W. Kenny1 | $ | 2,813 | 312,500 | 2 | ||||
Joseph E. Obermeyer1 | $ | 1,524 | 238,830 | 3 | ||||
Sheryl K. Pressler | $ | 3,161 | 352,500 | 2 | ||||
Roger B. Vincent | $ | 3,297 | 367,500 | 2 |
Aggregate Compensation from the Fund (fiscal year ended February 28, 2017) | Total Compensation from the Fund and Complex Paid to Trustees1 | ||
Name of Trustee | |||
Colleen D. Baldwin | $ | 2,996.25 | $360,000.00 |
John V. Boyer | $ | 3,578.30 | $430,000.00 |
Patricia W. Chadwick | $ | 2,996.25 | $360,000.00 |
Peter S. Drotch | $ | 2,954.68 | $355,000.00 |
Martin J. Gavin | $ | 2,746.80 | $330,000.00 |
Russell H. Jones | $ | 2,954.68 | $355,000.00 |
Patrick W. Kenny | $ | 2,954.68 | $355,000.00 |
Joseph E. Obermeyer | $ | 2,996.25 | $360,000.00 |
Sheryl K. Pressler | $ | 3,287.27 | $395,000.00 |
Christopher P. Sullivan | $ | 2,746.80 | $330,000.00 |
Roger B. Vincent | $ | 2,746.80 | $330,000.00 |
1. | During the fiscal year ended February 28, |
Name of Trustee | Aggregate Compensation from the Fund (fiscal year ended February 28, 2013) | Total Compensation from Trust and Fund and Complex Paid to Trustees1 | ||||||
Colleen D. Baldwin | $ | 3,468 | 314,000 | |||||
John V. Boyer2 | $ | 3,550 | 321,500 | |||||
Patricia W. Chadwick | $ | 3,550 | 321,500 | |||||
Peter S. Drotch | $ | 3,192 | 289,000 | |||||
J. Michael Earley | $ | 3,468 | 314,000 | |||||
Patrick W. Kenny2 | $ | 3,495 | 316,500 | |||||
Sheryl K. Pressler | $ | 3,937 | 356,500 | |||||
Roger B. Vincent | $ | 4,103 | 371,500 |
Name of Trustee | Dollar Range of Equity Securities in the Fund | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | ||||
Independent Trustees | ||||||
Colleen D. Baldwin | $ | 0 | Over $100,0001 | |||
John V. Boyer | $ | 0 | Over $100,000 $50,000 - $100,0001 | |||
Patricia W. Chadwick | $ | 0 | Over $100,000 | |||
Albert E. DePrince, Jr. | $ | 0 | Over $100,0001 | |||
Peter S. Drotch | $ | 0 | Over $100,000 | |||
J. Michael Earley | $ | 0 | Over $100,000 | |||
Russell H. Jones | $ | 0 | Over $100,0001 | |||
Patrick W. Kenny | $ | 0 | Over $100,000 Over $100,0001 | |||
Joseph E. Obermeyer | $ | 0 | Over $100,0001 | |||
Sheryl K. Pressler | $ | 0 | Over $100,0001 | |||
Roger B. Vincent | $ | 0 | Over $100,000 Over $100,0001 | |||
Trustee who is an “Interested Person” | ||||||
Shaun P. Mathews | $ | 0 | Over $100,000 Over $100,0001 |
PPR | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies | |
Independent Trustees | ||
Colleen D. Baldwin | $0 | Over $100,0001 |
John V. Boyer | $0 | Over $100,0001 |
Patricia W. Chadwick | $0 | Over $100,000 |
Peter S. Drotch | $0 | Over $100,000 |
Martin J. Gavin | $0 | Over $100,0001 |
Russell H. Jones | $0 | Over $100,0001 |
Patrick W. Kenny | $0 | Over $100,0001 |
Joseph E. Obermeyer | $0 | Over $100,0001 |
Sheryl K. Pressler | $0 | Over $100,0001 |
Christopher P. Sullivan | $0 | None |
Roger B. Vincent | $0 | Over $100,000 |
Trustee who is an “Interested Person” | ||
Shaun P. Mathews | $0 | Over $100,0001 |
Includes the value of |
Name, Address and Age | Position(s) Held with the | Term of Office and Length of Time Served1 | Principal | |||
Shaun P. Mathews
| 61 | President and Chief Executive Officer | November 2006 - Present | President and Chief Executive Officer, Voya Investments, LLC | ||
Michael J. Roland
| 58 | Executive Vice President | February 2002 - Present | Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC | ||
Stanley D. Vyner
| Executive Vice President
|
| August 2003 - Present September 2009 - Present | Executive Vice President, Voya Investments, LLC |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | |||
Kevin M. Gleason
| 50 | Chief Compliance Officer | Senior Vice President Voya | |||
Todd Modic
| 49 | Senior Vice President, Chief/Principal Financial Officer | March 2005 - Present | Senior Vice President, Voya | ||
Daniel A. Norman
| Senior Vice President and |
| April 1995 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC | ||
Kimberly A. Anderson Age: 52 | Senior Vice President | November 2003 - Present | Senior Vice President, Voya Investments, LLC (September 2003 – Present). | |||
Jeffrey A. Bakalar Age: 57 | Senior Vice President | November 1999 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC |
Elliot A. Rosen | Senior Vice President | May 2002 - Present | Senior Vice President, Voya Investment Management Co. LLC |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | |||
Robert Terris | 46 | Senior Vice President |
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| May 2006 - Present | Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC | ||||
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Fred Bedoya
| 44 | Vice President | September 2012 - Present | |||
Maria M. Anderson Age: 58 | Vice President | September 2004 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (September 2004 – Present). | |||
Lauren D. Bensinger Age: 63 | Vice President | August 2003 - Present | Vice President, Voya Funds Services, LLC | |||
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Sara Donaldson | 57 | Vice President | September 2014 - Present | Vice President, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President, Voya Funds Services, LLC |
Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | |||
Micheline S. Faver Age: 39 | Vice President | September 2016 - Present | Vice President, Head of Fund Compliance, Voya Investments, LLC and Chief Compliance Officer for Voya Investments, LLC and Directed Services 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 Age: 49 | Vice President | November 1997 - Present | Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC | |||
Jason Kadavy
| 41 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC | ||
Kimberly K. Springer
| 59 | Vice President | March 2006 - Present | Vice | ||
Craig Wheeler
| 48 | Vice President | May 2013 - Present | Vice | ||
Huey P. Falgout, Jr.
| 53 | Secretary | August | 2003 - Present | Senior Vice President and Chief Counsel, Voya |
Name, Address and Age | Position(s) Held with the Fund | Term of | Principal Occupation(s) During the Past 5 Years | |||
Paul A. Caldarelli
| 65 | Assistant Secretary | June | 2010 - Present | Vice President and Senior Counsel, Voya |
Theresa K. Kelety
| 54 | Assistant Secretary | August | 2003 - Present | Vice President and Senior Counsel, Voya |
1. | The officers hold office until the next annual meeting of the Trustees and until their successors have been elected and qualified. |
Fund | Number of Common Shares Outstanding | |||
Fund | Name and Address of Shareholder1 | Percentage of Fund | |||
PPR | Cede & Co PO Box 20 Bowling Green Station New York, NY 10274 | 95.99% |
1. | This entity is the shareholder of record and may be deemed to be the beneficial owner of the shares listed for certain purposes under the securities laws, although in certain instances it may not have an economic interest in these shares and would, therefore, ordinarily disclaim any beneficial ownership therein. |
Audit Fees1 | Audit-Related Fees2 | Tax Fees3 | All Other Fees4 | |||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||
$ | 70,500 | $ | 65,000 | $ | 4,925 | $ | 12,000 | $ | 7,399 | $ | 6,356 | $ | 0 | $ | 0 |
Fund | Audit Fees1 | Audit-Related Fees2 | Tax Fees3 | All Other Fees4 | ||||
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
PPR | $73,000 | $70,500 | $7,750 | $7,575 | $8,226 | $7,491 | $0 | $0 |
1. | Audit fees consist of fees billed for professional services rendered for the audit of the |
2. | Audit-related fees consist principally of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s consolidated financial statements and are not reported under “Audit Fees.” These services include |
3. | Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. |
4. | All other fees would include fees for products and services other than the services reported above, including those related to the review and issuance of consents on various SEC filings. |
Aggregate Non-Audit Fees | ||||||||
Registrant/Investment Adviser | 2014 | 2013 | ||||||
Voya Prime Rate Trust | $ | 12,264 | $ | 18,356 | ||||
Voya Investments, LLC1 | $ | 345,500 | $ | 461,250 |
Aggregate Non-Audit Fees | ||
Registrant/Investment Adviser | 2017 | 2016 |
PPR | $15,976 | $15,066 |
Voya Investments, LLC1 | $101,050 | $178,050 |
1. | Includes fees paid by the Adviser and any affiliates of the Adviser that are subsidiaries of Voya Financial, Inc. |
VOYA CCE-PRX-0514
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
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EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE IN PERSON Attend Shareholder Meeting 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona on July 6, 2017 Please detach at perforation before mailing.
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PROXY VOYA PRIME RATE TRUST ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 6, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned hereby appoints Huey P. Falgout, Jr., Theresa K. Kelety, or Todd Modic, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of Voya Prime Rate Trust (the “Fund”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held July 2, 20146, 2017 at 1:00 p.m. (Local time), at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, and any adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement/Prospectus, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting.
If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” the nominees for trustee (Proposal 1).
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VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 PLEASE SIGN AND DATE AND RETURNON THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.REVERSE SIDE PRT_28754_042117
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Shareholders Meeting to Be Held on July 2, 2014.
6, 2017. The Proxy Statement/Prospectus and Notice of Annual Meeting are available at:
www.proxyvote.com/voya
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement dated May 14, 201419, 2017 and upon all other such matters as may properly come before the meeting or any adjournment thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X FOR WITHHOLD FOR ALL ALL ALL EXCEPT A Proposal THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. 1. To elect 12 nominees to the Board of Trustees of the Fund. 01. Colleen D. Baldwin 02. John V. Boyer 03. Patricia W. Chadwick 04. Peter S. Drotch 05. Martin J. Gavin 06. Russell H. Jones 07. Patrick W. Kenny 08. Joseph E. Obermeyer 09. Sheryl K. Pressler 10. Christopher P. Sullivan 11. Roger B. Vincent 12. Shaun P. Mathews INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2. To transact such other business as may properly come before the Annual Meeting. B Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box / / 608999900109999999999 + xxxxxxxxxxxxxx VOY 28754 M xxxxxxxx
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:¢
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PLEASE SIGN AND DATE ON THE REVERSE SIDE
PRT_25571_042814