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: |
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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: |
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(3) | Filing Party: |
(4) | Date Filed: |
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
1-800-992-0180
19, 2017
July 5, 2017.
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NOTICE OF
OF
Meeting of Shareholders
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
1-800-992-0180
6, 2017
1. | To elect |
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. |
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19, 2017
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
Annual Meeting of Shareholders
Scheduled for July 1, 2015
|
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 |
the above location. If you expect to attend the Annual Meeting in person, please call Shareholder Services toll-free at (800) 992-0180.
Investment Management
Scottsdale, ArizonaAZ 85258-2034
(800) 992-0180
Voya Investment Management Co. LLC (“Voya IM”) serves as the sub-adviser to the Fund. Voya Investments Distributor, LLC (the “Distributor”) serves as the distributor for the Fund.
The Adviser, the Distributor, and As of December 31, 2016, Voya IM are allmanaged approximately $86.4 billion in assets.
Prior to May 2013, Voya Financial, Inc. was a wholly-owned subsidiary of ING Groep N.V. (“ING Groep”). 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 was required to divest at least 25% of Voya Financial, Inc. by the end of 2013 and more than 50% by the end of 2014, and was required to divest its remaining interest by the end of 2016 (such divestment, the “Separation Plan”).
In May 2013, Voya Financial, Inc. conducted an initial public offering of its common stock (the “IPO”). In October 2013, March 2014, and September 2014, ING Groep divested additional shares in several secondary offerings of common stock of Voya Financial, Inc. and concurrent share repurchases by
Voya Financial, Inc. These transactions reduced ING Groep’s ownership interest in Voya Financial, Inc. to 32%. Voya Financial, Inc. did not receive any proceeds from these offerings.
In November 2014, throughis an additional secondary offering andaffiliate of the concurrent repurchase of shares by Voya Financial, Inc., ING Groep further reduced its interest in Voya Financial, Inc. below 25% to approximately 19% (the “November 2014 Offering”). The November 2014 Offering was deemed by the Adviser to be a change of control (the “Change of Control”), which resultedAdviser. See “Principal Underwriter” in the automatic terminationSAI.
oversight of the Foundation’s endowment fund. Previously, he served as President and Chief Executive Officer of the Franklin and Eleanor Roosevelt 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. from Princeton University.
Albert E. DePrince, Jr. has been a Trustee of the Fund since 2013, and a board member of other investment companies in the Voya family of funds since 1998. Dr. DePrince was a professor of Economics and Finance at Middle Tennessee State University from 1991 until his retirement in July 2014. He continued to hold a position with the university under a post-retirement contract until December 31, 2014. 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. He has presented research papers at numerous academic conferences and has published numerous scholarly papers and journal articles in the areas of financial markets, financial institutions, investment strategies, and commercial bank performance.
team where he acquired extensive experience with respect to audits and other financial matters relating to registered investment companies. Since his retirement, he also has served on the boards of registered investment companies in other fund complexes (the State Street Research Funds and BlackRock Funds) from 20052004 to 20072006 and as a consultant with respect to investment company regulatory compliance matters. Mr. Drotch is also a Director of First Marblehead Corporation (student loans), Tufts Health Plan (health insurance), and the University of Connecticut Foundation, Inc. Mr. Drotch holds a B.S. from the University of Connecticut and is a retired Certified Public Accountant.
Russell H. Jones
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
Investment Products (2004-2006) and several other senior management positions in various aspects of the financial services business.
of Trustees
The
The Board believes that its committee structure is an effective means of empowering the Trustees to perform their fiduciary and other duties. For example, the Board’s committee structure facilitates, as appropriate, the ability of individual Board
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 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 cybersecurity practices of the funds and their key service providers; (viii) overseeing management’s administration of proxy
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.
On January 23, 2014, the Board 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
consisted of seven (7) Independent Trustees. The following Trustees served as members of the Contracts Sub-Committee: Dr. DePrince, Mses. Baldwin, Chadwick, and Pressler, and Messrs. Boyer, Obermeyer, and Vincent. Ms. Pressler served as the Chairperson of the Contracts Sub-Committee. The Contracts Sub-Committee held six (6) meetings during the fiscal year ended February 28, 2015.
On January 22, 2015, the Board discontinued the Contracts Sub-Committee, at which point it was determined that the activities performed by the Contracts Sub-Committee would be performed by the Contracts Committee.
Investment Review Committees.Committees. The Board has established, for all of the funds under its direction, the following three Investment Review Committees:Committees (each an “IRC” and collectively the “IRCs”): (i) the Joint IRC;Investment Review Committee (“Joint IRC”); (ii) the DE IRC;Investment Review Committee E (formerly known as the Domestic Equity Funds Investment Review Committee) (“IRC E”); and (iii) the I/B/Investment Review Committee F (formerly known as the International/Balanced/Fixed Income Funds Investment Review Committee) (“IRC F”). The funds are allocated among IRCs periodically by the Board as the Board deems appropriate to balance
Joint IRC | IRC E | IRC F | |
The Fund | X |
2017.
2017.
2017.
responsibilities; (iv) considering and, if appropriate, recommending the creation of additional committees or changes to Trustee policies and procedures based on rule changes and “best practices” in corporate governance; (v) conducting an annual review of the membership and chairpersons of all Board committees and of practices relating to such membership and chairpersons; (vi) undertaking a periodic study of compensation paid to independent board members of investment companies and making recommendations for any compensation changes for the Independent
programs; and (x) overseeing insurance arrangements for the funds.
as-needed basis. The Nominating and Governance Committee held four (4)five (5) meetings during the fiscal year ended February 28, 2015.
2017.
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 Fund in performing its duties, the CIRO is directly accountable to, and maintains an ongoing dialogue with, the Independent Trustees.
Effective January 1, 2015, the
Prior to January 1, 2015, the Fund paid each Independent Trustee his or her
Thepro rata
Certain future payment arrangements apply to certain Trustees. 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 (2) 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.
Appendix Bdetails the compensation paid to the Trustees by the Fund and by all the Voya funds in the Voya family of funds.
Securities
Prior to May 22, 2014, under this
On January 22, 2015, the Board again amended the Ownership Policy (the “Amended Ownership Policy”) to requirerequires the initial value of investments in the Voya family of funds that are directly or indirectly owned by the Trustees to equal or exceed the annual retainer fee for Board services (excluding any annual retainers for service as chairpersons of the Board or its committees or as members of committees), as such retainer shall be adjusted from time to time.
The Amended Ownership Policy provides that existing Trustees shall have a reasonable amount of time from the date of any recent or future increase in the minimum ownership requirements in order to satisfy the minimum share ownership
As of December 31, 2014, all Independent Trustees were in compliance with the Ownership Policy.
As of April 2, 2015, 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 (6) of these regular meetings consist of sessions held over a three-day period, and two (2) 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 the next regular meeting.
For the fiscal year ended February 28, 2015, no Trustee attended fewer than 75%
Who are the officers of the Fund?
Fund
What are the officers paid for their services?
fractional 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).
complied with all applicable filing requirements, except that a Form 4 filed on behalf of Mark Weber to report one transaction was not filed on a timely basis.
Roger B. Vincent
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
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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
| Trustee | President, Glantuam Partners, LLC, a business consulting firm | DSM/Dentaquest, Boston, MA | ||
John V. Boyer
| Chairperson
|
January 2005 – Present | President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation | 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
| Trustee |
| Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy | Wisconsin Energy Corporation | |
Peter S. Drotch Age: 75 | Trustee | October 2007 – Present | Retired. | 151 | None. |
Martin J. Gavin Age: 67 | 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 Age: 72 | Trustee | May 2013 – Present | Retired. | 151 | None. |
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 | |
Patrick W. Kenny | Trustee |
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| Retired. | |||
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| Assured Guaranty Ltd. | ||||
Joseph E. Obermeyer
| Trustee |
| President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services |
| None. |
Sheryl K. Pressler
| Trustee | Consultant | None. |
Age: | Trustee | Retired. Formerly, President, | None. | ||
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
| Trustee | President and Chief Executive Officer, Voya Investments, LLC | Voya Capital Corporation, LLC and Voya Investments Distributor, LLC, |
1. | Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an “interested person” as defined in the 1940 Act, of the Fund (as defined below, “Independent Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise |
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; |
3. | Mr. Mathews is deemed to be an |
Name of Trustee | Aggregate Compensation (fiscal year ended | Total Compensation from Fund and Complex Paid to Trustees | |
Colleen D. Baldwin | $ | 2,640 | 339,681 |
John V. Boyer | $ | 3,177 | 408,861 |
Patricia W. Chadwick | $ | 2,642 | 340,000 |
Albert E. DePrince, Jr. | $ | 2,409 | 310,000 |
Peter S. Drotch | $ | 2,409 | 310,000 |
J. Michael Earley1 | $ | 2,603 | 335,000 |
Russell H. Jones | $ | 2,591 | 333,403 |
Patrick W. Kenny | $ | 2,603 | 335,000 |
Joseph E. Obermeyer | $ | 2,627 | 338,083 |
Sheryl K. Pressler | $ | 2,914 | 375,000 |
Roger B. Vincent | $ | 2,433 | 313,056 |
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 |
During the fiscal year ended February 28, 2017, Ms. Pressler and Messrs. Boyer, Gavin, Jones, Kenny, and Obermeyer deferred $40,000, $20,000, $165,000, $155,000, $88,750, and $36,000, respectively, of | their compensation from the Voya family of funds. |
Name of Trustee | 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 | ||
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 $100,000 | ||
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 $100,000 | ||
1. | Includes the value of shares in which a Trustee has an indirect interest through a deferred compensation plan and/or a |
Name, Address and Age | Position(s) Held with the | Term of Office and Length of Time Served1 | Principal |
Shaun P. Mathews Age: | President and Chief Executive Officer | President and Chief Executive Officer, Voya Investments, LLC | |
Michael J. Roland
| Executive Vice President |
| Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC |
Stanley D. Vyner
| Executive Vice President
|
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
| Chief Compliance Officer |
| Senior Vice President Voya Investment Management, LLC and Chief Compliance Officer, Voya |
Todd Modic
| Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary |
| Senior Vice President, Voya Investments, LLC and Voya Funds Services, LLC |
Daniel A. Norman
| Senior Vice President and |
| 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 Age: 63 | |||
| Senior Vice President |
| 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 Age: 46 | |||
| Senior Vice President |
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| Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC |
Fred Bedoya Age: 44 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2012 – Present). Formerly, Assistant Vice President – Director, Voya Funds Services, LLC (March 2003 – March 2012). |
Maria M. Anderson | Vice President | September 2004 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and |
Lauren D. Bensinger Age: 63 |
| August 2003 - Present | Vice President, Voya Funds Services, LLC |
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Sara Donaldson
| Vice President | 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
| Vice President |
| Vice President, Voya Funds Services, LLC |
Jason Kadavy
| Vice President |
| Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC |
Kimberly K. Springer
| Vice President |
| Vice President – Mutual Fund Product Development, Voya Investments, LLC |
Craig Wheeler
| Vice President |
| Vice |
Huey P. Falgout, Jr.
| Secretary |
| 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
| Assistant Secretary |
| Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department |
Theresa K. Kelety
| Assistant Secretary |
| Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department |
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
|
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 | ||||
2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 |
$70,500 | $70,500 | $9,975 | $4,925 | $7,360 | $7,399 | $385 | $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 | 2015 | 2014 |
Voya Prime Rate Trust | $17,720 | $12,264 |
Voya Investments, LLC1 | $211,825 | $345,500 |
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 PRIME-PRX-0514
EVERY SHAREHOLDER'SSHAREHOLDER’S VOTE IS IMPORTANT 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. PROXY VOYA PRIME RATE TRUST ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 1, 20156, 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"“Fund”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held July 1, 20156, 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"“FOR” the nominees for trustee (Proposal 1). 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'SSHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on July 1, 2015.6, 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, 201519, 2017 and upon all other such matters as may properly come before the meeting or any adjournment thereof. THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: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 1112 nominees to the Board of Trustees of the Fund. 01. Colleen D. Baldwin 02. John V. Boyer 03. Patricia W. Chadwick 04. Albert E. DePrince, Jr. 05. 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 11.12. Shaun P. Mathews INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box "FOR“FOR ALL EXCEPT"EXCEPT” and write the nominee'snominee’s number on the line provided below. 2. To transact such other business as may properly come before the Annual Meeting. PLEASE SIGN AND DATE ON THE REVERSE SIDE PRT_26610_040815 CHICAGO/#2269327.1B 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