SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant X
Filed by a Party other than the Registrant  ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
X	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12
VOYA PRIME RATE TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Dear Shareholder:

The Board of Voya Prime Rate Trust (PPR) is committed to acting in the interests of ALL shareholders and, at the upcoming Annual Meeting on July 9, 2020, strongly recommends you vote the “WHITE” card “FOR” the Board-approved nominees and “AGAINST” the self-serving proposal submitted by a hedge fund managed by Saba Capital Management (together with the hedge fund, “Saba”).

Here are the facts:

• Voya Prime Rate Trust has paid income consistently to investors since inception. The Fund has paid a dividend every month since 1988, and, for the last decade, over 99% of the Fund’s distributions have been paid from a combination of income and capital gains earned by the Fund.

• The Fund is managed to outperform in periods of increased risk. In three major recent market drawdowns (Q4 2018, Energy Crisis 2016, Financial Crisis 2008), the Fund’s performance has ranked in the top quintile of its Morningstar category peers.

• Saba’s tender offer proposal is in Saba’s interest – not yours. A self-tender of the size that Saba proposes would require the Fund to dispose of more than half of its assets in uncertain market conditions, with the losses and costs being borne largely by shareholders other than Saba.

• Activists that target closed-end funds have been criticized by third party experts, including prominent members of the Securities and Exchange Commission (SEC). Former SEC Commissioner Robert Jackson said in testimony before the U.S. House of Representatives last year, “One of the things that is most troubling about [closed-end fund activism] is that closed-end funds ordinarily are held by retail investors... who bought the fund with the understanding that it wouldn’t be attacked in just this way.”

• Your Board has the right experience and knowledge, and a track record of acting in your best interest. Your Board consists of eight Trustees with decades of experience in the aggregate protecting the interests of shareholders. They possess the critical skills, qualifications, requisite expertise, and diverse backgrounds to oversee your investment and support the continuity and stability of the Fund’s operations during a time of increased volatility.

Unlike Saba, your Board represents your interests, and continues to consider a range of options that benefit shareholders more broadly under a greater variety of market conditions than Saba’s proposal and that will be less disruptive to the Fund’s shareholders and operations.

DON’T LET SABA’S PURSUIT OF SHORT-TERM PROFITS PUT ITS INTERESTS ABOVE YOURS.

VOTE THE “WHITE” CARD TODAY.

Voya Prime Rate Trust