received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.
In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.
There will be no brokerage charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a partial or full sale of shares through the Plan Agent are subject to a $15.00 sales fee and a $0.10 per share brokerage commission on purchases or sales, and may be subject to certain other service charges.
The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.
All questions concerning the Plan or a request to terminate participation should be directed to the Fund’s Shareholder Service Department at (800) 992-0180.
The Fund’s common shares are traded on the NYSE (Symbol: IGA).
In accordance with Section 23(c) of the 1940 Act, and Rule 23c-1 under the 1940 Act, the Fund may from time to time purchase shares of beneficial interest of the Fund in the open market, in privately negotiated transactions and/or purchase shares to correct erroneous transactions.
The number of record holders of common stock as of February 28, 2019 was 12, which does not include approximately 7,729 beneficial owners of shares held in the name of brokers of other nominees.
In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund’s CEO submitted the Annual CEO Certification on August 6, 2018 certifying that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Fund’s disclosure controls and procedures and internal controls over financial reporting.
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Investment Adviser Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258 Transfer Agent
Computershare, Inc.
480 Washington Boulevard
Jersey City, New Jersey 07310-1900 | | Independent Registered Public Accounting Firm
KPMG LLP
Two Financial Center
60 South Street
Boston, Massachusetts 02111 Custodian
The Bank of New York Mellon
225 Liberty Street
New York, New York 10286 Legal Counsel
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199 |
Toll-Free Shareholder Information
Call us from 9:00 a.m. to 7:00 p.m. Eastern time on any business day for account or other information at (800) 992-0180.
RETIREMENT | INVESTMENTS | INSURANCE
voyainvestments.com | | 
163064 (0219-042419)
|
Item 2. Code of Ethics.
As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code of ethics is filed herewith pursuant to Item 10(a)(1), Ex-99.CODE ETH.
Item 3. Audit Committee Financial Expert.
The Board of Trustees has determined that Colleen D. Baldwin, Martin J. Gavin, Joseph E. Obermeyer, and Roger B. Vincent are audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Baldwin, Mr. Gavin, Mr. Obermeyer and Mr. Vincent are “independent” for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
| (a) | Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP (“KPMG”), the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $29,565 for the year ended February 28, 2019 and $29,565 for the year ended February 28, 2018. |
| (b) | Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by KPMG that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $2,700 for the year ended February 28, 2019 and $2,700 for the year ended February 28, 2018. |
| (c) | Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were $11,756 for the year ended February 28, 2019 and $11,778 for the year ended February 28, 2018. Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state, and excise tax returns, tax services related to mergers and routine consulting. |
| (d) | All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the year ended February 28, 2019 and $0 for the year ended February 28, 2018. |
| (e)(1) | Audit Committee Pre-Approval Policies and Procedures |
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY
| I. | Statement of Principles |
Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the Voya funds (each a “Fund,” collectively, the “Funds”) set out onExhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”) is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.
Under Securities and Exchange Commission (“SEC”) rules promulgated in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit services. The Committee may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’ independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s specific pre-approval.
For both types of approval, the Committee considers whether the subject services are consistent with the SEC’s rules on auditor independence and that such services are compatible with maintaining the auditors independence. The Committee also considers whether a particular audit firm is in the best position to provide effective and efficient services to the Funds. Reasons that the auditors are in the best position include the auditors’ familiarity with the Funds’ business, personnel, culture, accounting systems, risk profile, and other factors, and whether the services will enhance the Funds’ ability to manage and control risk or improve audit quality. Such factors will be considered as a whole, with no one factor being determinative.
The appendices attached to this Policy describe the audit, audit-related, tax-related, and other services that have the Committee’s general pre-approval. For any service that has been approved through general pre-approval, the general pre-approval will remain in place for a period 12 months from the date of pre-approval, unless the Committee determines that a different period is appropriate. The Committee will annually review and pre-approve the services that may be provided by the independent auditors without specific pre-approval. The Committee will revise the list of services subject to general pre-approval as appropriate. This Policy does not serve as a delegation to Fund management of the Committee’s duty to pre-approve services performed by the Funds’ independent auditors.
The annual audit services engagement terms and fees are subject to the Committee’s specific pre-approval. Audit services are those services that are normally provided by auditors in connection with statutory and regulatory filings or engagements or those that generally only independent auditors can reasonably provide. They include the Funds’ annual financial statement audit and procedures that the independent auditors must perform in order to form an opinion on the Funds’ financial statements (e.g., information systems and procedural reviews and testing). The Committee will monitor the audit services engagement and approve any changes in terms, conditions or fees deemed by the Committee to be necessary or appropriate.
The Committee may grant general pre-approval to other audit services, such as statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or issued in connection with securities offerings.
The Committee has pre-approved the audit services listed on Appendix A. The Committee must specifically approve all audit services not listed on Appendix A.
| III. | Audit-related Services |
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or the review of the Funds’ financial statements or are traditionally performed by the independent auditors. The Committee believes that the provision of audit-related services will not impair the independent auditors’ independence, and therefore may grant pre-approval to audit-related services. Audit-related services include accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Form N-SAR or Form N-CSR.
The Committee has pre-approved the audit-related services listed on Appendix B. The Committee must specifically approve all audit-related services not listed on Appendix B.
The Committee believes the independent auditors can provide tax services to the Funds, including tax compliance, tax planning, and tax advice, without compromising the auditors’ independence. Therefore, the Committee may grant general pre-approval with respect to tax services historically provided by the Funds’ independent auditors that do not, in the Committee’s view, impair auditor independence and that are consistent with the SEC’s rules on auditor independence.
The Committee will not grant pre-approval if the independent auditors initially recommends a transaction the sole business purpose of which is tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Committee may consult
outside counsel to determine that tax planning and reporting positions are consistent with this Policy.
The Committee has pre-approved the tax-related services listed on Appendix C. The Committee must specifically approve all tax-related services not listed on Appendix C.
The Committee believes it may grant approval of non-audit services that are permissible services for independent auditors to a Fund. The Committee has determined to grant general pre-approval to other services that it believes are routine and recurring, do not impair auditor independence, and are consistent with SEC rules on auditor independence.
The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must specifically approve all non-audit services not listed on Appendix D.
A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these impermissible services and the applicability of exceptions to certain of the SEC’s prohibitions.
| VI. | Pre-approval of Fee levels and Budgeted Amounts |
The Committee will annually establish pre-approval fee levels or budgeted amounts for audit, audit-related, tax and non-audit services to be provided to the Funds by the independent auditors. Any proposed services exceeding these levels or amounts require the Committee’s specific pre-approval. The Committee considers fees for audit and non-audit services when deciding whether to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the appropriate ratio between the total amount of fees for the Fund’s audit, audit-related, and tax services (including fees for services provided to Fund affiliates that are subject to pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund classified as other services (including any such services provided to Fund affiliates that are subject to pre-approval).
Requests or applications for services to be provided by the independent auditors will be submitted to management. If management determines that the services do not fall within those services generally pre-approved by the Committee and set out in the appendices to these procedures, management will submit the services to the Committee or its delagee. Any such submission will include a detailed description of the services to be rendered. Notwithstanding this paragraph, the Committee will, on a quarterly basis, receive from the independent auditors a list of services provided for the previous calendar quarter on a cumulative basis by the auditors during the Pre-Approval Period.
The Committee may delegate pre-approval authority to one or more of the Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions, including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee or at the option of the member.
| IX. | Additional Requirements |
The Committee will take any measures the Committee deems necessary or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring independence.
Part of KPMG’s performance of an audit in accordance with standards of the Public Company Accounting Oversight Board (US) includes their responsibility to maintain and monitor auditor independence with respect to the Voya funds. Using a proprietary system called Sentinel, the audit team is able to identify and manage potential conflicts of interest across the member firms of the KPMG International Network and prevent the provision of prohibited services to the Voya entities that would impair KPMG independence with the respect to the Voya funds. KPMG requests pre-approval from the Voya funds Audit Committee for services provided to the Voya funds and for services to affiliated entities that relate to the financial reporting or nature of operations of the Voya Funds. Additionally, KPMG provides an annual summary of the fees for services that have commenced for Voya funds and Affiliates.
Last Approved: November 16, 2018
Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2019 through December 31, 2019
| Service | The Fund(s) | Fee Range |
| | | |
| Statutory audits or financial audits (including tax services associated with audit services) | √ | As presented to Audit Committee1 |
| | | |
| Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., consents), and assistance in responding to SEC comment letters. | √ | Not to exceed $9,750 per filing |
| | | |
| Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies. | √ | Not to exceed $8,000 during the Pre- Approval Period |
| | | |
| Seed capital audit and related review and issuance of consent on the N-2 registration statement | √ | Not to exceed $14,750 per audit |
| | | |
| Audit of summary portfolio of investments | √ | Not to exceed $565 per fund |
| 1 | For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling. |
Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2019 through December 31, 2019
| Service | The Fund(s) | Fund Affiliates | Fee Range |
| | | | |
| Services related to Fund mergers (Excludes tax services - See Appendix C for tax services associated with Fund mergers) | √ | √ | Not to exceed $10,000 per merger |
| | | | |
| Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies. [Note: Under SEC rules some consultations may be “audit” services and others may be “audit-related” services.] | √ | | Not to exceed $5,000 per occurrence during the Pre-Approval Period |
| | | | |
| Review of the Funds’ semi-annual and quarterly financial statements | √ | | Not to exceed $2,700 per set of financial statements per fund |
| | | | |
| Reports to regulatory or government agencies related to the annual engagement | √ | | Up to $5,000 per occurrence during the Pre-Approval Period |
| | | | |
| Regulatory compliance assistance | √ | √ | Not to exceed $5,000 per quarter |
| | | | |
| Training courses | | √ | Not to exceed |
| | | | $5,000 per course |
| | | | |
| For Prime Rate Trust, agreed upon procedures for quarterly reports to rating agencies | √ | | Not to exceed $9,450 per quarter |
Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2019 through December 31, 2019
| Service | The Fund(s) | Fund Affiliates | Fee Range |
| | | | |
| Preparation of federal and state income tax returns and federal excise tax returns for the Funds including assistance and review with excise tax distributions | √ | | As presented to Audit Committee2 |
| | | | |
| Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis | √ | | As presented to Audit Committee2 |
| | | | |
| Tax assistance and advice regarding statutory, regulatory or administrative developments | √ | √ | Not to exceed $5,000 for the Funds or for the Funds’ investment adviser during the Pre- Approval Period |
| 2 | For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling. |
Appendix C,continued
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2019 through December 31, 2019
| Service | The Fund(s) | Fund Affiliates | Fee Range |
| | | | |
| Tax and technology training sessions | | √ | Not to exceed $5,000 per course during the Pre- Approval Period |
| | | | |
| Tax services associated with Fund mergers | √ | √ | Not to exceed $4,000 per fund per merger during the Pre- Approval Period |
| | | | |
| Other tax-related assistance and consultation, including, without limitation, assistance in evaluating derivative financial instruments and international tax issues, qualification and distribution issues, year- end reporting for 1099’s and similar routine tax consultations as requested. | √ | | Not to exceed $120,000 during the Pre- Approval Period |
Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2019 through December 31, 2019
| Service | The Fund(s) | Fund Affiliates | Fee Range |
| | | | |
| Agreed-upon procedures for Class B share 12b-1 programs | | √ | Not to exceed $60,000 during the Pre- Approval Period |
| | | | |
| Security counts performed pursuant to Rule 17f-2 of the 1940 Act (i.e., counts for Funds holding securities with affiliated sub-custodians) | √ | √ | Not to exceed $5,700 per Fund during the Pre- |
| | | | Approval |
| Cost to be borne 50% by the Funds and 50% by Voya Investments, LLC. | | | Period |
| | | | |
| Agreed upon procedures for 15 (c) FACT Books | √ | | Not to exceed $50,000 during the Pre- Approval Period |
Appendix E
Prohibited Non-Audit Services
Dated: January 1, 2019 to December 31, 2019
| · | Bookkeeping or other services related to the accounting records or financial statements of the Funds |
| · | Financial information systems design and implementation |
| · | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports |
| · | Internal audit outsourcing services |
| · | Broker-dealer, investment adviser, or investment banking services |
| · | Expert services unrelated to the audit |
| · | Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible |
EXHIBIT A
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 INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND
VOYA INTERMEDIATE BOND PORTFOLIO
VOYA INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
VOYA INVESTORS TRUST
VOYA GOVERNMENT MONEY MARKET PORTFOLIO
VOYA MUTUAL FUNDS
VOYA PARTNERS, INC.
VOYA PRIME RATE TRUST
VOYA NATURAL RESOURCES EQUITY INCOME FUND
VOYA SENIOR INCOME FUND
VOYA SEPARATE PORTFOLIOS TRUST
VOYA SERIES FUND, INC.
VOYA STRATEGIC ALLOCATIONS PORTFOLIOS, INC.
VOYA VARIABLE FUNDS
VOYA VARIABLE INSURANCE TRUST
VOYA VARIABLE PORTFOLIOS, INC.
VOYA VARIABLE PRODUCTS TRUST
| (e)(2) | Percentage of services referred to in 4(b) – (4)(d) that were approved by the audit committee |
100% of the services were approved by the audit committee.
| (f) | Percentage of hours expended attributable to work performed by other than full time employees of KPMG if greater than 50% |
Not applicable.
| (g) | Non-Audit Fees: The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to each Registrant by the independent registered public accounting firm for each Registrant’s fiscal years ended, February 28, 2019 and February 28, 2018; and (ii) the aggregate non-audit fees billed to the investment adviser, or any of its affiliates that provide ongoing services to the registrant, by the independent registered public accounting firm for the same time periods. |
| Registrant/Investment Adviser | | 2019 | | | 2018 | |
| Voya Global Advantage and Premium Opportunity Fund | | $ | 14,456 | | | $ | 14,478 | |
| Voya Investments, LLC(1) | | $ | 82,050 | | | $ | 136,700 | |
(1) Each Registrant’s investment adviser and any of its affiliates, which are subsidiaries of Voya Financial, Inc.
| (h) | Principal Accountants Independence: The Registrant’s Audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with |
the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining KPMG’s independence.
Item 5. Audit Committee of Listed Registrants.
| a. | The registrant has a separately-designated standing audit committee. The members are Colleen D. Baldwin, Martin J. Gavin, Joseph E. Obermeyer, and Roger B. Vincent. |
Item 6. Schedule of Investments.
Complete schedule of investments filed herein.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees
Voya Global Advantage and Premium Opportunity Fund:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Voya Global Advantage and Premium Opportunity Fund (the Fund), including the summary portfolio of investments, as of February 28, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the related notes (collectively, the financial statements), the financial highlights for each of the years in the ten-year period then ended (the financial statements and financial highlights are included in Item 1 of this Form N-CSR), and the portfolio of investments as of February 28, 2019 (included in Item 6 of this Form N-CSR). In our opinion, the financial statements, financial highlights, and portfolio of investments referred to above present fairly, in all material respects, the financial position of the Fund as of February 28, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the ten-year period then ended, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements, financial highlights, and portfolio of investments are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements, financial highlights, and portfolio of investments based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements, financial highlights, and portfolio of investments are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, financial highlights, and portfolio of investments, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements, financial highlights, and portfolio of investments. Such procedures also included confirmation of securities owned as of February 28, 2019, by correspondence with the custodian, transfer agent, and brokers, or by other appropriate auditing procedures when replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more Voya investment companies since 1975.
Boston, Massachusetts
April 26, 2019
| Voya Global Advantage and Premium Opportunity Fund | PORTFOLIO OF INVESTMENTS as ofFebruary 28, 2019 |
| Shares | | | | | | | Value | | | Percentage
of Net
Assets | |
| COMMON STOCK: 95.2% |
| | | | | | | Australia: 4.3% | | | | | | | | |
| | 572,045 | | | | | Charter Hall Group | | $ | 3,574,969 | | | | 1.7 | |
| | 87,221 | | | | | Crown Resorts Ltd. | | | 709,860 | | | | 0.3 | |
| | 53,701 | | | | | Rio Tinto Ltd. | | | 3,660,080 | | | | 1.8 | |
| | 410,558 | | | | | South32 Ltd. - AUD | | | 1,147,678 | | | | 0.5 | |
| | | | | | | | | | 9,092,587 | | | | 4.3 | |
| | | | | | | | | | | | | | | |
| | | | | | | Austria: 2.0% | | | | | | | | |
| | 62,194 | | | | | OMV AG | | | 3,274,226 | | | | 1.6 | |
| | 27,942 | | | | | Strabag SE | | | 951,999 | | | | 0.4 | |
| | | | | | | | | | 4,226,225 | | | | 2.0 | |
| | | | | | | | | | | | | | | |
| | | | | | | Canada: 3.3% | | | | | | | | |
| | 20,429 | | | | | Bank of Nova Scotia | | | 1,135,436 | | | | 0.6 | |
| | 11,951 | | | | | Canadian Pacific Railway Ltd. | | | 2,469,483 | | | | 1.2 | |
| | 7,967 | | | | | Magna International, Inc. | | | 420,402 | | | | 0.2 | |
| | 7,735 | | | | | Methanex Corp. | | | 435,375 | | | | 0.2 | |
| | 49,532 | | | | | National Bank Of Canada | | | 2,337,051 | | | | 1.1 | |
| | | | | | | | | | 6,797,747 | | | | 3.3 | |
| | | | | | | | | | | | | | | |
| | | | | | | Finland: 0.6% | | | | | | | | |
| | 29,263 | | | (1) | | DNA OYJ | | | 590,479 | | | | 0.3 | |
| | 7,017 | | | | | Neste OYJ | | | 674,700 | | | | 0.3 | |
| | | | | | | | | | 1,265,179 | | | | 0.6 | |
| | | | | | | | | | | | | | | |
| | | | | | | France: 0.2% | | | | | | | | |
| | 16,948 | | | | | AXA S.A. | | | 429,145 | | | | 0.2 | |
| | | | | | | | | | | | | | | |
| | | | | | | Germany: 1.5% | | | | | | | | |
| | 39,257 | | | | | Deutsche Lufthansa AG | | | 1,002,299 | | | | 0.5 | |
| | 130,038 | | | | | Deutsche Telekom AG | | | 2,143,580 | | | | 1.0 | |
| | | | | | | | | | 3,145,879 | | | | 1.5 | |
| | | | | | | | | | | | | | | |
| | | | | | | Hong Kong: 1.1% | | | | | | | | |
| | 201,771 | | | | | CLP Holdings Ltd. | | | 2,390,812 | | | | 1.1 | |
| | | | | | | | | | | | | | | |
| | | | | | | Italy: 0.5% | | | | | | | | |
| | 176,528 | | | | | Enel S.p.A. | | | 1,067,490 | | | | 0.5 | |
| | | | | | | | | | | | | | | |
| | | | | | | Japan: 8.7% | | | | | | | | |
| | 32,997 | | | | | Alfresa Holdings Corp. | | | 957,039 | | | | 0.5 | |
| | 55,100 | | | | | Bandai Namco Holdings, Inc. | | | 2,346,475 | | | | 1.1 | |
| | 27,680 | | | | | Honda Motor Co., Ltd. | | | 781,686 | | | | 0.4 | |
| | 109,700 | | | | | Itochu Corp. | | | 1,970,536 | | | | 1.0 | |
| | 18,506 | | | | | Japan Airlines Co. Ltd. | | | 675,580 | | | | 0.3 | |
| | 17,800 | | | | | Medipal Holdings Corp. | | | 415,466 | | | | 0.2 | |
| | 66,529 | | | | | Mitsubishi Corp. | | | 1,878,666 | | | | 0.9 | |
| | 26,746 | | | | | NEC Corp. | | | 892,480 | | | | 0.4 | |
| | 71,100 | | | | | Nippon Telegraph & Telephone Corp. | | | 3,073,131 | | | | 1.5 | |
| | 16,745 | | | | | Shionogi & Co., Ltd. | | | 1,071,503 | | | | 0.5 | |
| | 41,306 | | | | | Sumitomo Corp. | | | 594,286 | | | | 0.3 | |
| | 43,782 | | | | | Sumitomo Electric Industries Ltd. | | | 611,213 | | | | 0.3 | |
| | 66,700 | | | | | Sumitomo Mitsui Financial Group, Inc. | | | 2,370,071 | | | | 1.1 | |
| | 13,300 | | | | | Sumitomo Mitsui Trust Holdings, Inc. | | | 505,305 | | | | 0.2 | |
| | | | | | | | | | 18,143,437 | | | | 8.7 | |
| | | | | | | | | | | | | | | |
| | | | | | | Netherlands: 7.3% | | | | | | | | |
| | 6,160 | | | (2) | | ABN AMRO Group NV | | | 149,124 | | | | 0.1 | |
| | 72,697 | | | | | ASR Nederland NV | | | 3,199,916 | | | | 1.5 | |
| | 150,534 | | | | | Koninklijke Ahold Delhaize NV | | | 3,879,595 | | | | 1.9 | |
| | 32,163 | | | | | Koninklijke DSM NV | | | 3,459,588 | | | | 1.6 | |
| | 6,041 | | | | | NXP Semiconductor NV - NXPI - US | | | 551,664 | | | | 0.3 | |
| | 20,065 | | | | | Royal Dutch Shell PLC - Class B | | | 629,444 | | | | 0.3 | |
| | 50,973 | | | | | Unilever NV | | | 2,760,574 | | | | 1.3 | |
| | 10,123 | | | | | Wolters Kluwer NV | | | 667,070 | | | | 0.3 | |
| | | | | | | | | | 15,296,975 | | | | 7.3 | |
| | | | | | | | | | | | | | | |
| | | | | | | Norway: 1.0% | | | | | | | | |
| | 58,987 | | | | | Equinor ASA | | | 1,326,733 | | | | 0.6 | |
| | 15,158 | | | | | Salmar ASA | | | 726,168 | | | | 0.4 | |
| | | | | | | | | | 2,052,901 | | | | 1.0 | |
| | | | | | | | | | | | | | | |
| | | | | | | Singapore: 2.3% | | | | | | | | |
| | 36,246 | | | | | Jardine Cycle & Carriage Ltd. | | | 891,463 | | | | 0.4 | |
| | 159,298 | | | | | United Overseas Bank Ltd. | | | 2,936,006 | | | | 1.4 | |
| | 939,565 | | | | | Yangzijiang Shipbuilding Holdings Ltd. | | | 991,272 | | | | 0.5 | |
| | | | | | | | | | 4,818,741 | | | | 2.3 | |
| | | | | | | | | | | | | | | |
| | | | | | | Spain: 0.2% | | | | | | | | |
| | 10,670 | | | | | ACS Actividades de Construccion y Servicios SA | | | 472,715 | | | | 0.2 | |
| | | | | | | | | | | | | | | |
| | | | | | | Sweden: 1.0% | | | | | | | | |
| | 17,122 | | | | | Atlas Copco AB - B Shares | | | 429,662 | | | | 0.2 | |
| | 62,703 | | | | | Boliden AB | | | 1,714,241 | | | | 0.8 | |
| | | | | | | | | | 2,143,903 | | | | 1.0 | |
| | | | | | | | | | | | | | | |
| | | | | | | Switzerland: 3.1% | | | | | | | | |
| | 8,984 | | | | | Nestle SA | | | 812,638 | | | | 0.4 | |
| | 2,074 | | | | | Partners Group | | | 1,498,502 | | | | 0.7 | |
| | 13,203 | | | | | Roche Holding AG | | | 3,664,153 | | | | 1.8 | |
| | 1,329 | | | | | Zurich Insurance Group AG | | | 438,421 | | | | 0.2 | |
| | | | | | | | | | 6,413,714 | | | | 3.1 | |
| | | | | | | | | | | | | | | |
| | | | | | | United Kingdom: 4.4% | | | | | | | | |
| | 83,301 | | | | | Barratt Developments PLC | | | 661,023 | | | | 0.3 | |
| | 22,369 | | | | | Coca-Cola European Partners PLC - USD | | | 1,054,475 | | | | 0.5 | |
| | 124,877 | | | | | GlaxoSmithKline PLC | | | 2,488,886 | | | | 1.2 | |
| | 18,612 | | | | | Imperial Brands PLC | | | 620,194 | | | | 0.3 | |
See Accompanying Notes to Financial Statements
| Voya Global Advantage and Premium Opportunity Fund | PORTFOLIO OF INVESTMENTS as of February 28, 2019(continued) |
| Shares | | | | | | | Value | | | Percentage
of Net
Assets | |
| COMMON STOCK: (continued) |
| | | | | | | United Kingdom: (continued) | | | | | | | | |
| | 113,256 | | | | | International Consolidated Airlines Group SA | | $ | 898,538 | | | | 0.5 | |
| | 54,109 | | | | | International Consolidated Airlines Group SA | | | 427,581 | | | | 0.2 | |
| | 115,315 | | | | | Legal & General Group PLC | | | 429,102 | | | | 0.2 | |
| | 16,120 | | | | | Next PLC | | | 1,087,187 | | | | 0.5 | |
| | 164,076 | | | | | Tate & Lyle PLC | | | 1,510,334 | | | | 0.7 | |
| | | | | | | | | | 9,177,320 | | | | 4.4 | |
| | | | | | | | | | | | | | | |
| | | | | | | United States: 53.7% | | | | | | | | |
| | 4,089 | | | (1) | | Adobe, Inc. | | | 1,073,362 | | | | 0.5 | |
| | 9,069 | | | | | Aflac, Inc. | | | 445,651 | | | | 0.2 | |
| | 27,898 | | | | | Allergan PLC | | | 3,841,834 | | | | 1.8 | |
| | 5,050 | | | (1) | | Alphabet, Inc. - Class A | | | 5,689,078 | | | | 2.7 | |
| | 1,630 | | | (1) | | Alphabet, Inc. - Class C | | | 1,825,470 | | | | 0.9 | |
| | 7,000 | | | | | Ameriprise Financial, Inc. | | | 921,410 | | | | 0.4 | |
| | 2,138 | | | | | Anthem, Inc. | | | 642,961 | | | | 0.3 | |
| | 12,451 | | | | | Apple, Inc. | | | 2,155,891 | | | | 1.0 | |
| | 82,735 | | | | | Archer-Daniels-Midland Co. | | | 3,516,238 | | | | 1.7 | |
| | 59,534 | | | | | Bank of America Corp. | | | 1,731,249 | | | | 0.8 | |
| | 4,526 | | | (1) | | Biogen, Inc. | | | 1,484,573 | | | | 0.7 | |
| | 4,187 | | | | | Celanese Corp. | | | 428,288 | | | | 0.2 | |
| | 20,295 | | | | | Centerpoint Energy, Inc. | | | 611,691 | | | | 0.3 | |
| | 23,376 | | | | | Cisco Systems, Inc. | | | 1,210,176 | | | | 0.6 | |
| | 8,330 | | | | | CIT Group, Inc. | | | 424,580 | | | | 0.2 | |
| | 22,878 | | | | | Citigroup, Inc. | | | 1,463,734 | | | | 0.7 | |
| | 10,940 | | | | | Comcast Corp. – Class A | | | 423,050 | | | | 0.2 | |
| | 70,921 | | | | | ConocoPhillips | | | 4,811,990 | | | | 2.3 | |
| | 28,035 | | | | | Cummins, Inc. | | | 4,319,913 | | | | 2.1 | |
| | 13,855 | | | | | CVS Health Corp. | | | 801,235 | | | | 0.4 | |
| | 25,376 | | | | | Deluxe Corp. | | | 1,180,745 | | | | 0.6 | |
| | 34,757 | | | | | Discover Financial Services | | | 2,488,949 | | | | 1.2 | |
| | 46,501 | | | | | Eaton Corp. PLC | | | 3,709,385 | | | | 1.8 | |
| | 17,188 | | | (1) | | Etsy, Inc. | | | 1,224,989 | | | | 0.6 | |
| | 10,963 | | | | | Exelon Corp. | | | 532,692 | | | | 0.3 | |
| | 5,153 | | | (1) | | F5 Networks, Inc. | | | 866,425 | | | | 0.4 | |
| | 30,421 | | | | | Fidelity National Financial, Inc. | | | 1,067,473 | | | | 0.5 | |
| | 8,094 | | | | | Garmin Ltd. | | | 679,653 | | | | 0.3 | |
| | 10,296 | | | | | HCA Healthcare, Inc. | | | 1,431,556 | | | | 0.7 | |
| | 16,782 | | | | | Home Depot, Inc. | | | 3,107,019 | | | | 1.5 | |
| | 100,488 | | | | | Intel Corp. | | | 5,321,844 | | | | 2.5 | |
| | 24,201 | | | | | Intercontinental Exchange, Inc. | | | 1,867,107 | | | | 0.9 | |
| | 3,872 | | | | | Intuit, Inc. | | | 956,887 | | | | 0.5 | |
| | 34,374 | | | | | Keycorp | | | 607,045 | | | | 0.3 | |
| | 33,281 | | | | | KLA-Tencor Corp. | | | 3,843,623 | | | | 1.8 | |
| | 4,652 | | | | | Lear Corp. | | | 707,430 | | | | 0.3 | |
| | 46,512 | | | | | Macy's, Inc. | | | 1,153,032 | | | | 0.6 | |
| | 6,195 | | | | | Mastercard, Inc. - Class A | | | 1,392,450 | | | | 0.7 | |
| | 13,973 | | | | | Merck & Co., Inc. | | | 1,135,865 | | | | 0.5 | |
| | 13,221 | | | | | Metlife, Inc. | | | 597,457 | | | | 0.3 | |
| | 76,814 | | | | | Microsoft Corp. | | | 8,605,472 | | | | 4.1 | |
| | 7,053 | | | (1) | | Molina Healthcare, Inc. | | | 949,545 | | | | 0.5 | |
| | 2,499 | | | | | Norfolk Southern Corp. | | | 448,071 | | | | 0.2 | |
| | 8,807 | | | | | Occidental Petroleum Corp. | | | 582,583 | | | | 0.3 | |
| | 5,291 | | | (1) | | Paycom Software, Inc. | | | 961,533 | | | | 0.5 | |
| | 80,288 | | | | | Pfizer, Inc. | | | 3,480,485 | | | | 1.7 | |
| | 28,787 | | | | | PNC Financial Services Group, Inc. | | | 3,627,738 | | | | 1.7 | |
| | 19,223 | | | | | Prudential Financial, Inc. | | | 1,842,525 | | | | 0.9 | |
| | 9,244 | | | | | Public Service Enterprise Group, Inc. | | | 543,640 | | | | 0.3 | |
| | 3,058 | | | | | Public Storage, Inc. | | | 646,736 | | | | 0.3 | |
| | 16,426 | | | | | Royal Caribbean Cruises Ltd. | | | 1,946,152 | | | | 0.9 | |
| | 34,621 | | | | | Seagate Technology | | | 1,611,954 | | | | 0.8 | |
| | 3,475 | | | | | Simon Property Group, Inc. | | | 629,531 | | | | 0.3 | |
| | 5,079 | | | | | Tractor Supply Co. | | | 484,283 | | | | 0.2 | |
| | 4,468 | | | | | Twenty-First Century Fox, Inc. - Class A | | | 225,321 | | | | 0.1 | |
| | 66,369 | | | | | Twenty-First Century Fox, Inc. - Class B | | | 3,329,069 | | | | 1.6 | |
| | 15,066 | | | | | UnitedHealth Group, Inc. | | | 3,649,287 | | | | 1.7 | |
| | 16,575 | | | | | Unum Group | | | 619,242 | | | | 0.3 | |
| | 48,979 | | | | | VF Corp. | | | 4,278,805 | | | | 2.0 | |
| | 34,560 | | | | | Viacom, Inc. - Class B | | | 1,009,843 | | | | 0.5 | |
| | 11,274 | | | | | Yum! Brands, Inc. | | | 1,065,393 | | | | 0.5 | |
| | | | | | | | | | 112,231,208 | | | | 53.7 | |
| | | | | | | | | | | | | | | |
| | | | | Total Common Stock
(Cost $177,813,678) | | | 199,165,978 | | | | 95.2 | |
| | | | | | | | | | | | | | | |
| SHORT-TERM INVESTMENTS: 0.9% |
| | | | | | | Mutual Funds: 0.9% | | | | | | | | |
| | 1,903,365 | | | (3) | | BlackRock Liquidity Funds, FedFund, Institutional Class, 2.320%
(Cost $1,903,365) | | | 1,903,365 | | | | 0.9 | |
| | | | | | | | | | | | | | | |
| | | | | Total Short-Term Investments
(Cost $1,903,365) | | | 1,903,365 | | | | 0.9 | |
| | | | | | | | | | | | | | | |
| | | | | Total Investments in Securities
(Cost $179,717,043) | | $ | 201,069,343 | | | | 96.1 | |
| | | | | Assets in Excess of Other Liabilities | | | 8,104,970 | | | | 3.9 | |
| | | | | Net Assets | | $ | 209,174,313 | | | | 100.0 | |
|
| (1) | Non-income producing security. |
| (2) | Securities with purchases pursuant to Rule 144A or section 4(a)(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. |
| (3) | Rate shown is the 7-day yield as of February 28, 2019. |
See Accompanying Notes to Financial Statements
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
PROXY VOTING PROCEDURES and GUIDELINES
VOYA FUNDS
VOYA iNVESTMENTS, LLC
Date Last Revised: March 13, 2019
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-advisor’s 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 theReporting and Record Retention section below with respect to vote reporting requirements. However, they are covered by those sub-advisor’s 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 Advisor’s 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 Advisor’s 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 Board’s 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 Board’s Compliance Committee, subject to ratification by the full board at its next regularly scheduled meeting.
Advisor’s 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 theProxy 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 Fund’s 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 theProxy Group section below) or employees of the Advisor’s affiliates as the Proxy Group deems appropriate.
The Proxy Coordinator is also responsible for identifying and informing Counsel (as defined in theCounsel 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
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Revision Date: March 13, 2019 | | |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
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 Advisor’s affiliates, are identified inExhibit 1, and may be amended from time to time at the Advisor’s 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 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 Fund’s 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 Firm’s recommendation is deemed to be materially conflicted. |
| · | The Proxy Coordinator requests the Proxy Group’s 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 Firm’s 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. |
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Revision Date: March 13, 2019 | | |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
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 abstain from voting on the proposal(s). However, the Proxy Coordinator will vote in accordance with the Proxy Advisory Firm’s recommendation if abstaining on the vote is not a valid option; i.e., can only vote For, Against, or Withhold.
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 Firm’s 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
| | | Page | 4 |
Revision Date: March 13, 2019 | | |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
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 Firm’s analysis and recommendation, the Proxy Coordinator’s 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 Firm’s 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 Group’s 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 Committee’s 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 Professional’s 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.
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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 theRoles 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 Counsel’s findings, does not occur prior to the member’s 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 Fund’s proxy.
The Proxy Coordinator will refer the proposal to the Compliance Committee Chair, forwarding all information relevant to the Compliance Committee’s 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 |
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| · | 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 Fund’s 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: |
| o | Ensure that its proxy voting recommendations are based on current and accurate information |
| o | 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 Firm’s independence, competence, or impartiality.
Information provided in connection with the Proxy Advisory Firm’s 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 Voya’s 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
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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 fund’s proxy voting policies and procedures. As such, except as described in theReporting 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 Fund’s 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 Group’s 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
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link to the prior one-year period ending on June 30th 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 Fund’s Form N-PX; however, a cross-reference to the master fund’s proxy voting record as filed in the SEC’s EDGAR database will be included in the Fund’s 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 Fund’s 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 Professional’s 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 Professional’s 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 Fund’s portfolio securities. Such proxy statements the issuers send are available either in the SEC’s 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 Advisor’s 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 Fund’s 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.
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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 aCASE-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 consideredCASE-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 aCASE-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 company’s management when the Proxy Advisory Firm’s recommendation also aligns with such recommendation and to vote in accordance with the Proxy Advisory Firm’s recommendation when management has made no recommendation. However, this policy will not apply toCASE-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 toCASE-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 Fund’s 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 voteAGAINST international proxy proposals when the Proxy Advisory Firm recommends votingAGAINST 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 firmAGAINST vote on aCASE-BY-CASE
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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 Fund’s 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 aCASE-BY-CASE basis when unusual or controversial circumstances so dictate.
Proxy Contests:
Consider votes in contested elections on aCASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).
Uncontested Proxies:
Overview
The Funds will lodge disagreement with a company’s 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 director’s 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 voteFOR 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 Firm’s 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 Firm’s 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, orSpain); |
| · | 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 inItaly, follow the Proxy Advisory Firm’s standards for assessing which slate is best suited to represent shareholder interests.
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Independence
Director and Board/Committee Independence
The Fund will consider the relevant country or market listing exchange and the Proxy Advisory Firm’s 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 Fund’s will consider non-independent directors standing for election on aCase-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 board’s independence cannot be ascertained due to inadequate disclosure or when the board’s 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 aCASE-BY-CASE basis.WITHHOLD support from the candidate when:
| · | Adequate disclosure has not been provided (e.g., rationale for candidacy and candidate’s qualifications relative to the company); |
| · | A candidate will not be supported if the candidate’s 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
VoteAGAINST 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 aCASE-BY-CASE basis.
Shareholder Proposals Regarding Board/Key Committee Independence
| · | VoteAGAINST 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.
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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 director’s period of service without a valid reason for the absences).
The two-year attendance policy shall be applied to attendance of statutory auditors atJapanese companies.
Over-boarding
VoteFOR directors without regard to “over-boarding” issues, unless when in conjunction with attendance issues during the most recent year. Consider such circumstances on aCase-by-Case basis.
VoteAGAINST shareholder proposals limiting the number of public company boards on which a director may serve.
Combined Chairman / CEO Role
VoteFOR 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 requiringCase-by-Case consideration are raised (e.g., former CEOs proposed as board chairmen in markets, such as theUnited Kingdom, for which best practice recommends against such practice).
VoteAGAINST 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 aCASE-BY-CASE basis.
Cumulative/Net Voting Markets (e.g.,Russia)
When cumulative or net voting applies, generally follow the Proxy Advisory Firm’s approach to voteFOR 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 Firm’s standards.
Board Accountability
Diversity (U.S., Canada and Europe)
Consider directors on aCASE-BY-CASE basis according to the Vote Accountability Guideline if there is an absence of diversity on the board or the company fails to disclose a diversity policy or practice.
Consider shareholder proposals on aCASE-BY-CASE basis that request the company to improve / promote diversity if there is an absence of diversity on the board or the company fails to disclose a diversity policy or practice.
Return on Equity
VoteFORthe top executive at companies inJapan if the only reason the Proxy Advisory Firm’s 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. andCanada)
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 aCase-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 aCASE-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 |
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| | 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; or is an externally-managed issuer (EMI) or externally-managed REIT (EMR) and has failed to include a Say on Pay proposal or adequate disclosure of the compensation structure. |
| · | Commitments. VoteFOR 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 aCASE-BY-CASE basis if the company does not rectify the practice by the following year’s 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 aCASE-BY-CASE basis.
Accounting Practices
Consider audit committee members and the company’s CEO and CFO, if nominated as directors, on aCASE-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 company’s 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. |
VoteFOR audit committee members, or the company’s 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 directors the Proxy Advisory Firm cites for actions in bad faith against shareholders due to a lack of due diligence in relation to a major transaction (e.g. a merger or an acquisition) or the presence of material failures or problematic actions related to scandals, malfeasance, or negligent internal controls at the company or that of an affiliate on aCASE-BY-CASE basis, factoring in the merits of the director’s performance, rationale, and disclosure 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. |
VoteFOR directors when the above factors are not present.
VoteFOR a director if the Proxy Advisory Firm cites concerns regarding actions in connection with a director’sservice 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 aCASE-BY-CASE basis when the Proxy Advisory Firm recommends withholding support from any director due toshare 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.
WITHHOLD support from all members of the nominating and / or 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 aCASE-BY-CASE basis all directors if no nominating / governance committee directors are under consideration, if the company does not have nominating or governance committees, or if all the non-executive directors are members of the nominating / governance committee. Investment Professionals that have day-to-day portfolio management responsibility for such
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companies will be requested to submit a recommendation to the Proxy Coordinator.
WITHHOLD support from directors according to the Vote Accountability Guideline 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 aCASE-BY-CASE basis if all directors are under consideration.
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 pill’s 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
VoteFOR 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.
| o | In theU.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 aCASE-BY-CASE basis.
VoteFOR when:
| · | The issue relevant to the majority negative vote has been adequately addressed or cured, which may include disclosure of the board’s 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.
Board–Related Proposals
Classified/Declassified Board Structure
VoteAGAINST proposals to classify the board unless the proposal represents an increased frequency of a director’s election in the staggered cycle (e.g., seeking to move from a three-year cycle to a two-year cycle).
VoteFOR proposals to repeal classified boards and to elect all directors annually.
Board Structure
VoteFOR management proposals to adopt or amend board structures or policies, except consider such proposals on aCASE-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 inJapan, generally follow the Proxy Advisory Firm’s approach to proposals seeking a board structure that would provide greater independence oversight of management and the board.
Board Size
VoteFOR proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations; however, voteAGAINST if seeking to remove shareholder approval rights or the board fails to meet market independence requirements.
Director and Officer Indemnification and Liability Protection
Consider on aCASE-BY-CASE basis, proposals on director and officer indemnification and liability
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protection, using Delaware law as the standard.
Voteagainst proposals to limit or eliminate entirely directors’ and officers’ liability in connection with monetary damages for violating the duty of care.
Voteagainst 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
Vote in accordance with the Proxy Advisory Firm’s standards (e.g. overly broad provisions).
Discharge of Management/Supervisory Board Members
VoteFOR 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 company’s auditors or directors, or legal or regulatory action is being taken against the board by other shareholders.
VoteFOR 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
VoteFOR 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.
VoteAGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.
Filling Board Vacancies / Removal of Directors
VoteAGAINST proposals that allow directors to be removed only for cause.
VoteFOR proposals to restore shareholder ability to remove directors with or without cause.
VoteAGAINST proposals that allow only continuing directors to elect replacements to fill board vacancies.
VoteFOR proposals that permit shareholders to elect directors to fill board vacancies.
Stock Ownership Requirements
VoteAGAINST such shareholder proposals.
Term Limits / Retirement Age
VoteFOR management proposals andAGAINST 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.
Frequency of Advisory Votes on Executive Compensation
VoteFOR proposals seeking an annual say on pay, andAGAINST those seeking less frequent.
Proposals to Provide an Advisory Vote on Executive Compensation (Canada)
VoteFOR if it is anANNUAL vote.
Executive Pay Evaluation
Advisory Votes on Executive Compensation (Say on Pay) and Remuneration Reports or Committee Members in Absence of Such Proposals
VoteFOR management proposals seeking ratification of the company’s 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 and 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 aCASE-BY-CASE basis:
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| · | 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). |
VoteAGAINST:
| · | 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 executive 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 plans ininternational markets that 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 Firm’s assessment. |
Golden Parachutes
Vote toABSTAIN 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, voteAGAINST due to single or modified-single trigger cash severance provisions; otherwise consider on aCASE-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. |
| · | 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 aCASE-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:
VoteFOR 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 |
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| · | Cash or cash-and-stock bonus components are being approved for exemption from taxes under Section 162(m) of OBRA |
| o | Give primary consideration to management’s assessment that such plan meets the requirements for exemption of performance-based compensation. |
VoteAGAINST if the plan:
| · | Exceeds recommended costs (U.S. orCanada). |
| · | 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)
VoteAGAINST if the amendment procedures do not preserve shareholder approval rights.
Stock Option Plans for Independent Internal Statutory Auditors(Japan)
VoteAGAINST.
Matching Share Plans
VoteAGAINST 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 Firm’s approach to evaluating such proposals.
Director Compensation
Non-Executive Director Compensation
VoteFOR cash-based proposals.
Consider on aCASE-BY-CASE basis equity-based proposals and patterns of excessive pay.
Bonus Payments (Japan)
VoteFOR if all payments are for directors or auditors who have served as executives of the company, andAGAINST if any payments are for outsiders.
Bonus Payments – Scandals
VoteAGAINST bonus proposals for a retiring director or continuing director or auditor when culpability can be attributed to the nominee.
Consider on aCASE-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
VoteFOR 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.
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VoteAGAINST 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
VoteFOR 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, or 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
VoteAGAINST 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.
VoteFOR shareholder proposals seeking double triggers on change in control cash severance provisions.
Compensation-Related Shareholder Proposals
Executive and Director Compensation
VoteAGAINST shareholder proposals that seek to impose new compensation structures or policies; however, consider on aCASE-BY-CASE basis if evidence exists of abuse in historical compensation practices.
Holding Periods
VoteAGAINST shareholder proposals requiring mandatory periods for officers and directors to hold company stock.
Submit Severance and Termination Payments for Shareholder Ratification
VoteFOR 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.
Auditor Ratification and/or Remuneration
VoteFOR management proposals except in such cases as indicated below.
Consider on aCASE-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. |
VoteAGAINST if the company has failed to disclose auditors’ fees.
VoteFOR shareholder proposals asking the company to present its auditor annually for ratification.
Auditor Independence
Consider on aCASE-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
VoteAGAINST shareholder proposals asking for mandatory audit firm rotation.
Indemnification of Auditors
VoteAGAINST the indemnification of auditors.
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Independent Statutory Auditors (Japan)
VoteAGAINST if the candidate is or was affiliated with the company, its main bank, or one of its top shareholders.
VoteAGAINST incumbent directors at companies implicated in scandals or exhibiting poor internal controls.
VoteFOR 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 recipient’s 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
VoteFOR 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
VoteFOR if the change or policy is editorial in nature or if shareholder rights are protected.
VoteAGAINST 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 affects shareholder rights (e.g. staggered board).
With respect to article amendments forJapanese companies:
| · | VoteFOR management proposals to amend a company’s articles to expand its business lines in line with its current industry. |
| · | VoteFOR management proposals to amend a company’s 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, voteAGAINST management proposals, including bundled proposals, to amend a company’s 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 Firm’s guidelines with respect to management proposals regarding amendments to authorize share repurchases at the board’s discretion, votingAGAINST 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
VoteFOR 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.
VoteFOR amendments to corporate documents or other actions promoting a majority standard.
Cumulative Voting
VoteFOR shareholder proposals to restore or permit cumulative voting.
VoteAGAINST management proposals to eliminate cumulative voting if the company:
| · | 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.
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Confidential Voting
VoteFOR management proposals to adopt confidential voting.
VoteFOR 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 aCASE-BY-CASE basis.
VoteAGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Poison Pills
VoteAGAINST management proposals in connection with poison pills or anti-takeover activities (e.g., disclosure requirements or issuances, transfers, or repurchase that can be reasonably construed as an anti-takeover measure, based on the Proxy Advisory Firm’s approach to evaluating such proposals.
DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations.
VoteFOR 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 aCASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill.
Proxy Access
VoteFOR proposals to allow shareholders to nominate directors and have those nominees listed in the company’s proxy statement and on the company’s 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 aCASE-BY-CASE basis shareholder and management proposals that appear on the same agenda.
VoteFOR management proposals also supported by the Proxy Advisory Firm.
Quorum Requirements
Consider on aCASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.
Exclusive Forum
VoteFOR 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 company’s state of incorporation is the same as its proposed Exclusive Forum, otherwise consider on aCASE-BY-CASE basis.
Reincorporation Proposals
Consider proposals to change a company’s state of incorporation on aCASE-BY-CASE basis.
VoteFOR 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 management’s rationale for the change. |
VoteFOR management reincorporation proposals upon which another key proposal, such as a merger
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transaction, is contingent if the other key proposal is also supported.
VoteAGAINST shareholder reincorporation proposals not also supported by the company.
Shareholder Advisory Committees
Consider on aCASE-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 aCASE-BY-CASE basis.
VoteFOR 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
VoteAGAINST 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 aCASE-BY-CASE basis, votingFOR if the above conditions are present.
VoteFOR shareholder proposals seeking the right to act by written consent if the above conditions are not present.
State Takeover Statutes
Consider on aCASE-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
VoteAGAINST proposals to require a supermajority shareholder vote andFOR proposals to lower supermajority shareholder vote requirements; except,
Consider on aCASE-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
VoteAGAINST proposals to implement, andFOR 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 aCASE-BY-CASE basis, voting with the Proxy Advisory Firm’s recommendation unless a contrary recommendation from the relevant Investment Professional(s) is utilized.
VoteAGAINST 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 aCASE-BY-CASE basis. The Proxy Advisory Firm’s proprietary approach of determining appropriate thresholds will be utilized in evaluating such proposals. In cases where the requests are above the allowable threshold,
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a company-specific qualitative review (e.g., considering rationale and prudent historical usage) will be utilized.
VoteFOR proposals within the Proxy Advisory Firm’s allowable thresholds, or those in excess but meeting Proxy Advisory Firm’s qualitative standards, to authorize capital increases, unless the company states that the stock may be used as a takeover defense.
VoteFOR proposals to authorize capital increases exceeding the Proxy Advisory Firm’s thresholds when a company’s shares are in danger of being delisted.
Notwithstanding the above, voteAGAINST:
| · | 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
VoteAGAINST:
| · | 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. |
VoteFOR proposals to eliminate dual class capital structures.
General Share Issuances / Increases in Authorized Capital
Consider specific issuance requests on aCase-by-Case basis based on the proposed use and the company’s 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 Firm’s assessment.
Preemptive Rights
Consider on aCASE-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
VoteFOR 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 Firm’s approach for evaluating issuances or authorizations of preferred stock, taking into account the Proxy Advisory Firm’s support of special circumstances, such as mergers or acquisitions, as well as the following criteria:
Consider on aCASE-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 Firm’s model for assessing appropriate thresholds). |
VoteAGAINST 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).
VoteFOR 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.
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VoteAGAINST where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense.
VoteFOR 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 Firm’s approach, including:
| · | VoteFOR 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. |
| · | VoteFOR 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 Firm’s guidelines on equity issuance requests. |
| · | VoteAGAINST 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
VoteFOR 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
VoteFOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, but voteAGAINST plans with terms favoring selected parties.
VoteFOR management proposals to cancel repurchased shares.
VoteAGAINST 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 aCASE-BY-CASE basis, giving primary consideration to input from the relevant Investment Professional(s).
Stock Distributions: Splits and Dividends
VoteFOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the Proxy Advisory Firm’s allowable thresholds.
Reverse Stock Splits
Consider on aCASE-BY-CASE basis management proposals to implement a reverse stock split, taking into account management’s rationale and/or disclosure if the split constitutes a capital increase effectively exceeding the Proxy Advisory Firm’s allowable threshold due to the lack of a proportionate reduction in the number of shares authorized.
Allocation of Income and Dividends
With respect toJapanese andSouth 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 aCASE-BY-CASE basis, voting with the Proxy Advisory Firm’s 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 company’s financial position. |
VoteFOR such management proposals by companiesin other markets.
VoteAGAINST 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 aCASE-BY-CASE basis.
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Stock (Scrip) Dividend Alternatives
VoteFOR most stock (scrip) dividend proposals, but voteAGAINST 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 aCASE-BY-CASE basis, giving primary consideration to the input from the relevant Investment Professional(s).
Capitalization of Reserves
VoteFOR proposals to capitalize the company’s 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)
VoteAGAINST proposals authorizing excessive discretion to a board to issue or set terms for debt instruments (e.g., commercial paper).
VoteFOR debt issuances for companies when the gearing level (current debt-to-equity ratio) is not excessive as defined by the Proxy Advisory Firm’s thresholds.
VoteAGAINST proposals where the issuance of debt will result in an excessive gearing level as defined by the Proxy Advisory Firm’s thresholds, or for which inadequate disclosure precludes calculation of the gearing level, unless the Proxy Advisory Firm’s approach to evaluating such requests results in support of the proposal.
Acceptance of Deposits (India)
Voting decisions generally are based on the Proxy Advisory Firm’s approach to evaluating such proposals.
Debt Restructurings
Consider on aCASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.
Financing Plans
VoteFOR the adoption of financing plans if they are in the best economic interests of shareholders.
Investment of Company Reserves (International)
Consider proposals on acase-by-case basis.
Restructuring
Mergers and Acquisitions, Special Purpose Acquisition Corporations (SPACs) and Corporate Restructurings
VoteFOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a voteFOR is recommended by the Proxy Advisory Firm or relevant Investment Professional(s).
Votes will be reviewed on acase-by-case basis with voting decisions based on the Proxy Advisory Firm’s approach to evaluating such proposals if no input is provided by the relevant Investment Professional(s).
Waiver on Tender-Bid Requirement
Consider proposals on aCASE-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, votingFOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the request.
Related Party Transactions
VoteFOR approval of such transactions unless the agreement requests a strategic move outside the company’s 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.
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| 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; |
| · | Managing risk effectively, and |
| · | Assessing and addressing matters that may have a financial impact on shareholder value. |
The Funds will voteAGAINST shareholder proposals seeking to:
| · | Dictate corporate conduct; |
| · | Impose excessive costs or restrictions; or |
| · | Duplicate policies already substantially in place. |
Shareholder proposals will be consideredCASE-BY-CASE if it appears that the
| · | Information requested would be helpful to shareholders, and is not duplicative to existing disclosed policies or practices; |
| · | Stewardship has fallen short as evidenced by the company’s failure to align its actions and disclosure with market practice and that of its peers; or |
| · | Company has been subject to significant controversies, litigation, fines, or penalties in connection with the relevant issue; or |
| · | Issue is material to the company. |
Approval of Donations
VoteFOR proposals if they are for single- or multi-year authorities and prior disclosure of amounts is provided. Otherwise, voteAGAINST such proposals.
Routine Management Proposals
Consider proposals on aCASE-BY-CASEbasis when the Proxy Advisory Firm recommends voting AGAINST.
Authority to Call Shareholder Meetings on Less than 21 Days’ Notice
For companies in theUnited Kingdom, consider on aCASE-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
VoteAGAINST 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 aCASE-BY-CASE basis if there are other concerns regarding severance/termination payments.
VoteAGAINST if there is concern about the company’s financial accounts and reporting, including related party transactions.
VoteAGAINST 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.
VoteFOR 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.
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Revision Date: March 13, 2019 | | |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Other Business
VoteAGAINST proposals for Other Business.
Adjournment
| · | VoteFOR when presented with a primary proposal such as a merger or corporate restructuring that is also supported. |
| · | Consider other circumstances on aCASE-BY-CASE basis. |
Changing Corporate Name
VoteFOR 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 votedFOR, 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. |
VoteAGAINST any proposals that would otherwise be opposed under these Guidelines.
Bundled Proposals
VoteFOR if all of the bundled items are supported by these Guidelines.
Consider on aCASE-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.
Approving New Classes or Series of Shares
VoteFOR the establishment of new classes or series of shares.
Hire and Terminate Sub-Advisors
VoteFOR management proposals that authorize the board to hire and terminate sub-advisors.
Master-Feeder Structure
VoteFOR the establishment of a master-feeder structure.
Establish Director Ownership Requirement
VoteAGAINST shareholder proposals for the establishment of a director ownership requirement. All other matters should be examined on aCASE-BY-CASE basis
| | | Page | 27 |
Revision Date: March 13, 2019 | | |
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Exhibit 1 – Voting Members of the Proxy Group
| Name | Title or Affiliation |
| | |
| Stanley D. Vyner | Chief Investment Risk Officer and Executive Vice President, Voya Investments, LLC |
| | |
| Kevin M. Gleason | Senior Vice President and Chief Compliance Officer of the Voya Family of Funds |
| | |
| Jason Kadavy | Vice President, Reporting, Fund Accounting, Voya Investments, LLC |
| | |
| Todd Modic | Senior Vice President, Voya Funds Services, LLC and Voya Investments, LLC; and Chief Financial Officer of the Voya Family of Funds |
| | |
| Maria Anderson | Vice President, Fund Compliance, Voya Funds Services, LLC |
| | |
| Sara Donaldson | Proxy Coordinator for the Voya Family of Funds and Vice President, Investment Stewardship, Voya Funds Services, LLC |
| | |
| Harley Eisner | Vice President, Financial Analysis, Voya Funds Services, LLC |
| | |
| Andrew Schlueter | Vice President, Mutual Funds Operations, Voya Funds Services LLC |
| | |
| Joanne Osberg, Esq. | Vice President and Counsel II, Voya Fund Services, LLC |
Effective as of February 6, 2019
| | | Page | 28 |
Revision Date: March 13, 2019 | | |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1)Portfolio Management.The following individuals share responsibility for the day-to-day management of the Fund’s portfolio:
Jeff Meys is the Head of Optimised Portfolio Strategies at NN Investment Partners. He joined the former ING Investment Management B.V. (“IIM BV,” the predecessor to NN Investment Partners) in 2007 as a principal investment analyst focusing on developed markets and covering telecoms and media companies. From 2011 to 2015, Mr. Meys was the Head of Sector Equity Portfolio Management Team at IIM BV. Prior to joining IIM BV, Mr. Meys held a variety of investment positions at USB London, and ABN Amro in London and Amsterdam.
Tjeerd van Cappelle-Portfolio Manager
Willem van Dommelenis head of the investment managers’ team of the systematic beta column in the structured investment strategy department at NNIP Advisors B.V. Previously, Willem was a senior investment manager on the firms structured investments department, responsible for the management of a broad range of structured mutual funds and the advice and implementation of hedging activities for firm affiliates. Willem began his career as a portfolio manager at NN Investment Management, where he advised and serviced around 80 institutional clients. Willem obtained his master’s degree in economics from Tilburg University, specializing in accountancy and investment theory. He holds a RBA degree (registered investment analyst).
(a)(2V-iii)Other Accounts Managed
The following table show the number of accounts and total assets in the accounts managed by the portfolio managers of the Sub-Adviser as of February 28, 2019, unless otherwise indicated.
Voya Global Advantage and Premium Opportunity Fund (IGA)
| | | Mutual Funds Registered Investment Companies | | | Other Pooled Investment Vehicles | | | Other Accounts | |
Portfolio
Managers | | Number of
Accounts | | | Total Assets
(rounded to the nearest Million) | | | Number of
Accounts | | | Total Assets (rounded to the nearest Million | | | Number of
Accounts | | | Total Assets (rounded to the nearest Million | |
| Tjeerd van Cappelle | | | 1 | | | $ | 209 | | | | 31 | | | $ | 6,586 | | | | 0 | | | | 0 | |
| Jeff Meys | | | 1 | | | $ | 209 | | | | 31 | | | $ | 6,586 | | | | 0 | | | | 0 | |
| Willem van Dommelen | | | 5 | | | $ | 1,230 | | | | 7 | | | $ | 1,200 | | | | 0 | | | | 0 | |
(a)(2)(iv)Conflicts of Interest
NNIP investment teams are responsible for managing and executing trades on behalf of multiple clients including other registered funds, legal entities, other accounts, including proprietary accounts, separate accounts, and other pooled investment vehicles. An investment team may manage a portfolio or separate account, which may have materially higher fee arrangements than the Fund and may also have a performance based fee. The management of multiple funds and/or other accounts may raise potential conflicts of interest relating to the allocation of investment opportunities and the aggregation and allocation of trades. NNIP has adopted compliance procedures which are reasonably designed to address these types of conflicts.
(a)(3)Compensation
Within NNIP, the portfolio managers’ compensation typically consists of a base salary and a bonus. Portfolio managers are evaluated on their one-year and three-year performance annually. The bonus scheme for our investment professionals in place, which is largely quantitative based and linked to the individual and team performances, is mainly targeted at consistency and stability in excess return. If a manager has good performance, the variable pay (partly in stock) will be spread over the next two or three years. There will be a consistency premium paid, if managers can continuously produce good results. If the performance deteriorates in subsequent years, a portion of the bonus can be subject to a claw back clause. In so doing, we aim to achieve a longer-term orientation of our investment managers and better align the program with the interest of our customers. In addition, the portfolio managers may be offered long-term equity awards, such as stock and/or stock options, which are tied to the performance of the Sub-Adviser’s parent company, NN Group N.V. The overall design of the NNIP annual incentive plan was developed to closely tie compensation to performance, structured in such a way as to drive performance and promote retention of top talent. As with base salary compensation, individual target awards are determined and set based on external market data and internal comparators. NNIP has defined indices and set performance goals to appropriately reflect requirements for each investment team. The measures for each team are outlined on a “scorecard” that is reviewed on an annual basis. These scorecards reflect a comprehensive approach to measuring investment performance versus the MSCI All Country Asia Pacific ex-Japan Index over a one-year, three-year and five-year period. The results for overall NNIP scorecards are calculated on an asset weighted performance basis of the individual team scorecards. Investment professionals’ performance measures for bonus determinations are typically weighted by 20% being attributable to the overall NNIP performance and 60% attributable to the funds/clients performance (objective) and 20% attributable to their contribution to the team’s results (subjective).
(a)(4)Ownership of Securities
The following table shows the dollar range of shares of the Fund owned by each team member as of February 28, 2019, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.
Ownership:
| Portfolio Manager | | Dollar Range of Fund Shares Owned | |
| Tjeerd Van Cappelle | | | 0 | |
| Jeff Meys | | | 0 | |
| Willem van Dommelen | | | 0 | |
(b) None.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
| (a) | Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR. |
| (b) | There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
The Bank of New York Mellon serves as the securities lending agent. As the securities lending agent, The Bank of New York Mellon administers the securities lending program.
The following table provides the dollar amounts of income and fees/compensation related to the securities lending activities of the Fund for its most recent fiscal year. There are no fees paid to the securities lending agent for cash collateral management services, administrative fees, indemnification fees, or other fees.
| Fund | | Gross
securities
lending
income | | Fees paid to
securities lending
agent from revenue
split | |
Positive
Rebate | |
Negative
Rebate | | Net
Rebate | | Total Aggregate
fees/compensation
paid to securities
lending agent or
broker | | Net
Securities
Income |
| Voya Global Advantage and Premium Opportunity Fund | | None | | None | | None | | None | | None | | None | | None |
Item 13. Exhibits.
| | (a)(1) | The Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH. |
| | | |
| | (a)(2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)) is attached hereto as EX-99.CERT. |
| | | |
| | (a)(3) | Not applicable. |
| | | |
| | (b) | The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): Voya Global Advantage and Premium Opportunity Fund
| By | /s/ Michael Bell | |
| | Michael Bell | |
| | Chief Executive Officer | |
Date: May 8, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By | /s/ Michael Bell | |
| | Michael Bell | |
| | Chief Executive Officer | |
Date: May 8, 2019
| By | /s/ Todd Modic | |
| | Todd Modic | |
| | Senior Vice President and Chief Financial Officer | |
Date: May 8, 2019
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