SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the 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)) | |
| x | Definitive Proxy Statement | ||
| ¨ | Definitive Additional Materials | ||
| ¨ | Soliciting Material Under Rule 14a-12 |
VOYA PRIME RATE TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.): |
| (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: |
Voya Prime Rate Trust
7337 East Doubletree Ranch Road,
Suite 100
Scottsdale, AZ 85258-2034
1-800-992-0180
Scottsdale, AZ 85258-2034
1-800-992-0180
May 19, 2017
Dear Shareholder:
On behalf of
the Board of Trustees (the “Board”), we are pleased to invite you to the annual meeting of shareholders (the “Annual Meeting”) of Voya Prime Rate Trust (the “Fund”). The Annual
Meeting is scheduled for 1:00 p.m., Local time, on July 6, 2017, at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.
At the Annual
Meeting, shareholders of the Fund will be asked to elect 12 nominees to the Board of Trustees (the “Proposal”).
Formal notice
of the Annual Meeting appears on the next page, followed by the proxy statement (the “Proxy Statement”). The Proposal is discussed in detail in the enclosed Proxy Statement, which you should read
carefully.
After careful
consideration, the Board recommends that you vote “FOR” the Proposal.
Your vote is
important regardless of the number of shares you own. To avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement and cast your vote. It is
important that your vote be received no later than July 5, 2017.
We appreciate
your participation and prompt response in this matter and thank you for your continued support.
Sincerely,
Shaun P.
Mathews
President and Chief Executive Officer
President and Chief Executive Officer
Notice of Annual Meeting of
Shareholders
of
Voya Prime Rate Trust
7337 East Doubletree Ranch Road,
Suite 100
Scottsdale, AZ 85258-2034
1-800-992-0180
Scottsdale, AZ 85258-2034
1-800-992-0180
Scheduled for July 6, 2017
To the Shareholders:
NOTICE IS
HEREBY GIVEN that an annual meeting of the shareholders (the “Annual Meeting”) of Voya Prime Rate Trust (the “Fund”) is scheduled for 1:00 p.m., Local time on July 6, 2017 at 7337 East
Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.
At the Annual
Meeting, shareholders will be asked:
| 1. | To elect 12 nominees to the Board of Trustees of the Fund (the “Proposal”); |
| 2. | To transact such other business, not currently contemplated, that may properly come before the Annual Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes. |
Please read the
enclosed proxy statement (the “Proxy Statement”) carefully for information concerning the Proposal to be placed before the Annual Meeting.
The Board of
Trustees recommends that you vote “FOR” the Proposal.
Shareholders
of record as of the close of business on April 10, 2017, are entitled to notice of, and to vote at, the Annual Meeting, and are also entitled to vote at any adjournments or postponements thereof. Your attention is
called to the accompanying Proxy Statement. Regardless of whether you plan to attend the Annual Meeting, please complete, sign, and return promptly, but in no event later than July 5, 2017, the enclosed Proxy Ballot so that a quorum will be present and a maximum number of shares may be
voted. Proxies may be revoked at any time before they are exercised by submitting a revised Proxy Ballot, by giving written notice of revocation to the Fund or by voting in person at the Annual Meeting.
By Order of the
Board of Trustees
Huey P.
Falgout, Jr.
Secretary
Secretary
May 19, 2017
PROXY STATEMENT
May 19, 2017
Voya Prime
Rate Trust
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
1-800-992-0180
Scottsdale, AZ 85258-2034
1-800-992-0180
Annual Meeting of Shareholders
Scheduled for July 6, 2017
Scheduled for July 6, 2017
Important Notice Regarding the Availability of
Proxy Materials
for the Shareholder Meeting to be Held on July 6, 2017
for the Shareholder Meeting to be Held on July 6, 2017
This Proxy Statement and Notice of Annual
Meeting of Shareholders are
available at: www.proxyvote.com/voya
available at: www.proxyvote.com/voya
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Table of Contents
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Introduction
Why did you send me this booklet?
This booklet includes a proxy
statement (“Proxy Statement”) and a Proxy Ballot for the Fund in which you have an interest. It provides you with information you should review before providing voting instructions on the matters listed in
the Notice of Annual Meeting of Shareholders. The words “you” and “shareholder” are used in this Proxy Statement to refer to the person or entity that has voting rights or is being asked to
provide voting instructions in connection with the shares.
What proposal will be considered at
the Annual Meeting?
At the annual meeting of
shareholders (the “Annual Meeting”), shareholders of the Fund are being asked to approve the election of 12 nominees to the Board of Trustees of the Fund (the “Proposal”).
Who is eligible to vote?
Shareholders holding an
investment in shares of the Fund as of the close of business on April 10, 2017 (the “Record Date”) are eligible to vote at the Annual Meeting or any adjournments or postponements thereof.
How do I vote?
You may submit your Proxy Ballot in
one of four ways:
| • | By Internet. The web address and instructions for voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
| • | By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
| • | By Mail. Mark the enclosed Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided. Joint owners must each sign the Proxy Ballot. |
| • | In Person at the Annual Meeting. You can vote your shares in person at the Annual Meeting. If you expect to attend the Annual Meeting in person, please call Shareholder Services toll-free at 1-800-992-0180. |
To be certain your vote will be
counted, a properly executed Proxy Ballot must be received no later than 5:00 p.m., Local time, on July 5, 2017.
When and where will the Annual
Meeting be held?
The Annual Meeting is scheduled
to be held at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, on July 6, 2017, at 1:00 p.m., Local time, and, if the Annual Meeting is adjourned or postponed, any
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adjournments or postponements of the Annual
Meeting will also be held at the above location. If you expect to attend the Annual Meeting in person, please call Shareholder Services toll-free at 1-800-992-0180.
How can I obtain more information
about the Fund?
Should you have any questions
about the Fund, please do not hesitate to contact Shareholder Services toll free at 1-800-992-0180. A copy of the current annual report and most recent semi-annual report is available, without charge, on the Internet
at www.voyainvestments.com/literature or by contacting the Fund at:
Voya Investment Management
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
1-800-992-0180
Scottsdale, AZ 85258-2034
1-800-992-0180
Who are the service providers to the
Fund?
Voya Investments, LLC
(“Voya Investments” or “Adviser”) serves as the investment adviser to the Fund. Voya Investment Management Co. LLC (“Voya IM”) serves as the sub-adviser to the Fund. Voya
Investments Distributor, LLC (the “Distributor”) serves as the distributor for the Fund.
Additional information about these
service providers may be found below.
Voya Investments, LLC
Voya Investments, an Arizona
limited liability company, has overall responsibility for the management of the Fund. Voya Investments oversees all investment advisory and portfolio management services and assists in managing and supervising all
aspects of the general day-to-day business activities and operations of the Fund, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services. Voya Investments is
registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser.
The Adviser is an indirect,
wholly-owned subsidiary of Voya Financial, Inc. Voya Financial, Inc. is a U.S.-based financial institution whose subsidiaries operate in the retirement, investment, and insurance industries. Voya Investments'
principal office is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. As of December 31, 2016, Voya Investments managed approximately $49.7 billion in assets.
Voya Investment Management Co. LLC
Voya IM, a Delaware limited
liability company, was founded in 1972 and is registered with the SEC as an investment adviser. Voya IM is an indirect, wholly-owned subsidiary of Voya Financial, Inc. and is an affiliate of the Adviser. Voya IM has
acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. Voya IM's principal office is located at 230 Park Avenue, New York, New York, 10169. As of December 31,
2016, Voya IM managed approximately $86.4 billion in assets.
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Voya Investments Distributor, LLC
The Distributor is a Delaware
limited liability company with its principal offices at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. The Distributor is an indirect, wholly-owned subsidiary of Voya Financial, Inc. and is an
affiliate of the Adviser. See “Principal Underwriter” in the SAI.
The Distributor is a member of
the Financial Industry Regulatory Authority, Inc. (“FINRA”). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org or the Public Disclosure
Hotline at 800-289-9999.
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Proposal One – Election
of the Nominees
What is Proposal One?
The Board of Trustees for the
Fund (the “Board”) has nominated 12 individuals (the “Nominees”) for election as Trustees of the Fund. Shareholders are being asked to elect each Nominee as a Trustee, each to serve until his
or her death, resignation, or retirement of until his or her successor is duly elected and qualified.
The Nominees include each of the
current Trustees of the Board, 11 of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Such persons are commonly
referred to as “Independent Trustees.” The remaining Nominee is considered an interested person of the Fund, as defined in the 1940 Act. The Nominees has consented to serve as a Trustee and to being named
in this Proxy Statement.
Please read the section entitled
“Further Information about the Trustees and Officers” before voting on the Proposal.
Who are the Nominees and what are
their qualifications?
Set forth below is pertinent
information about each Nominee.
Independent Trustees
Colleen D. Baldwin has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2007. She also has served as the Chairperson of the Fund’s Investment
Review Committee E since January 23, 2014 and, prior to that, as the Chairperson of the Fund’s Nominating and Governance Committee since 2009. Ms. Baldwin is currently an Independent Board Director of
DSM/Dentaquest and is currently the Chairperson of its Audit Committee and a member of its Finance/Investment Review Committee. Ms. Baldwin has been President of Glantuam Partners, LLC, a business consulting firm,
since 2009. Prior to that, she served in senior positions at the following financial services firms: Chief Operating Officer for Ivy Asset Management, Inc. (2002-2004), a hedge fund manager; Chief Operating Officer
and Head of Global Business and Product Development for AIG Global Investment Group (1995-2002), a global investment management firm; Senior Vice President at Bankers Trust Company (1994-1995); and Senior Managing
Director at J.P. Morgan & Company (1987-1994). Ms. Baldwin began her career in 1981 at AT&T/Bell Labs as a systems analyst. Ms. Baldwin holds a B.S. from Fordham University and an M.B.A. from Pace
University.
John V. Boyer has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2005. He also has served as the Chairperson of the Fund’s Board of
Trustees since January 22, 2014 and, prior to that, as the Chairperson of the Fund’s Investment Review Committee F since 2006. Prior to that, he served as the Chairperson of the Compliance Committee for other
funds in the Voya family of funds. Since 2008, Mr. Boyer has been President and CEO of the Bechtler Arts Foundation for which,
6
among his other duties, Mr. Boyer oversees all
fiduciary aspects of the Foundation and assists in the oversight of the Foundation’s endowment fund. Previously, he served as President and Chief Executive Officer of the Franklin and Eleanor Roosevelt Institute
(2006-2007) and as Executive Director of The Mark Twain House & Museum (1989-2006) where he was responsible for overseeing business operations, including endowment funds. He also served as a board member of
certain predecessor mutual funds of the Voya family of funds (1997-2005). Mr. Boyer holds a B.A. from the University of California, Santa Barbara and an M.F.A. from Princeton University.
Patricia W. Chadwick has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2006. She also has served as the Chairperson of the Fund’s Investment
Review Committee F since January 23, 2014 and, prior to that, as the Chairperson of the Fund’s Investment Review Committee E since 2007. Since 2000, Ms. Chadwick has been the Founder and President of Ravengate
Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy. She also is a director of The Royce Funds (since 2009), Wisconsin Energy Corp. (since 2006), and AMICA Mutual
Insurance Company (since 1992). Previously, she served in senior roles at several major financial services firms where her duties included the management of corporate pension funds, endowments, and foundations, as
well as management responsibilities for an asset management business. Ms. Chadwick holds a B.A. from Boston University and is a Chartered Financial Analyst.
Peter S. Drotch has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2007. He has also served as the Chairperson of the Fund’s Audit
Committee since January 1, 2015. Prior to his retirement in 2000, he was a partner at the accounting firm of PricewaterhouseCoopers LLP, where he was the leader of the firm’s U.S. Investment Management practice
group and a member of its global leadership team where he acquired extensive experience with respect to audits and other financial matters relating to registered investment companies. Since his retirement, he also has
served on the boards of registered investment companies in other fund complexes (the State Street Research Funds and BlackRock Funds) from 2004 to 2006 and as a consultant with respect to investment company regulatory
compliance matters. Mr. Drotch is also a Director of Tufts Health Plan (health insurance), and the University of Connecticut Foundation, Inc. Mr. Drotch holds a B.S. from the University of Connecticut and is a retired
Certified Public Accountant.
Martin J. Gavin has been a Trustee of the Fund since August 1, 2015. Mr. Gavin previously served as a Trustee of the Fund from May 21, 2013 until September 12, 2013, and as a board member of other
investment companies in the Voya family of funds from 2009 until 2010 and from 2011 until September 12, 2013.
Mr. Gavin was the President and Chief Executive
Officer of the Connecticut Children’s Medical Center from 2006 to 2015. Prior to his position at Connecticut Children’s Medical Center, Mr. Gavin worked in the insurance and investment industries
7
for more than 27 years. Mr. Gavin served in
several senior executive positions with The Phoenix Companies during a 16 year period, including as President of Phoenix Trust Operations, Executive Vice President and Chief Financial Officer of Phoenix Duff &
Phelps, a publicly-traded investment management company, and Senior Vice President of Investment Operations at Phoenix Home Life. Mr. Gavin holds a B.A. from the University of Connecticut.
Russell H. Jones has been a Trustee of the Fund since May 21, 2013, and a board member of other investment companies in the Voya family of funds since December 2007. He also has served as the Chairperson of
the Fund’s Compliance Committee since January 23, 2014. From 1973 until his retirement in 2008, Mr. Jones served in various positions at Kaman Corporation, an aerospace and industrial distribution manufacturer,
including Senior Vice President, Chief Investment Officer and Treasurer, Principal Investor Relations Officer, Principal Public Relations Officer and Corporate Parent Treasurer. Mr. Jones served as an Independent
Director and Chair of the Contracts Committee for CIGNA Mutual Funds from 1995 until 2005. Mr. Jones also served as President of the Hartford Area Business Economists from 1986 until 1987. Mr. Jones holds a B.A. from
the University of Connecticut and an M.A. from the Hartford Seminary.
Patrick W. Kenny has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2005. He also has served as the Chairperson of the Fund’s Nominating
and Governance Committee since January 23, 2014 and, prior to that, as the Chairperson of the Fund’s Compliance Committee since 2006. He previously served as President and Chief Executive Officer (2001-2009) of
the International Insurance Society (insurance trade association), Executive Vice President (1998-2001) of Frontier Insurance Group (property and casualty insurance company), Senior Vice President (1995-1998) of SS&
C Technologies (software and technology company), Chief Financial Officer (1988-1994) of Aetna Life & Casualty Company (multi-line insurance company), and as Partner (until 1988) of KPMG LLP (accounting firm). Mr.
Kenny currently serves (since 2004) on the board of directors of Assured Guaranty Ltd. (provider of financial guaranty insurance) and previously served on the boards of Odyssey Re Holdings Corporation (multi-line
reinsurance company) (2006-2009) and of certain predecessor mutual funds of the Voya family of funds (2002-2005). Mr. Kenny holds a B.B.A. from the University of Notre Dame and an M.A. from the University of Missouri
and is a Certified Public Accountant.
Joseph E. Obermeyer has been a Trustee of the Fund since May 21, 2013, and a board member of other investment companies in the Voya family of funds since 2003. He also has served as the Chairperson of the
Fund’s Joint Investment Review Committee since January 23, 2014. Mr. Obermeyer is the founder and President of Obermeyer & Associates, Inc., a provider of financial and economic consulting services since
1999. Prior to founding Obermeyer & Associates, Mr. Obermeyer had more than 15 years of experience in accounting, including serving as a Senior Manager at Arthur Andersen LLP from 1995 until 1999. Previously, Mr.
Obermeyer served as a Senior Manager at Coopers & Lybrand
8
LLP from 1993 until 1995, as a Manager at Price
Waterhouse from 1988 until 1993, Second Vice President from 1985 until 1988 at Smith Barney, and as a consultant with Arthur Andersen & Co. from 1984 until 1985. Mr. Obermeyer holds a B.A. in Business
Administration from the University of Cincinnati, an M.B.A. from Indiana University, and post graduate certificates from the University of Tilburg and INSEAD.
Sheryl K. Pressler has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2006. She also has served as the Chairperson of the Fund’s Contracts
Committee since 2007. Ms. Pressler has served as a consultant on financial matters since 2001. Previously, she held various senior positions involving financial services, including as Chief Executive Officer
(2000-2001) of Lend Lease Real Estate Investments, Inc. (real estate investment management and mortgage servicing firm), Chief Investment Officer (1994-2000) of California Public Employees’ Retirement System
(state pension fund), Director of Stillwater Mining Company (May 2002 – May 2013), and Director of Retirement Funds Management (1981-1994) of McDonnell Douglas Corporation (aircraft manufacturer). Ms. Pressler
holds a B.A. from Webster University and an M.B.A. from Washington University.
Christopher P. Sullivan has been a Trustee of the Fund since October 1, 2015. He retired from Fidelity Management & Research in October 2012, following three years as first the President of the Bond Group and
then the Head of Institutional Fixed Income. Previously, Mr. Sullivan served as Managing Director and Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009) and prior to that, Senior Vice President
at PIMCO (1997-2001). He currently serves as a Director of Rimrock Funds (since 2013), a fixed income hedge fund. He is also a Senior Advisor to Asset Grade (since 2013), a private wealth management firm, and serves
as a Trustee of the Overlook Foundation, a foundation that supports Overlook Hospital in Summit, New Jersey. In addition to his undergraduate degree from the University of Chicago, Mr. Sullivan holds an M.A. degree
from the University of California at Los Angeles and is a Chartered Financial Analyst.
Roger B. Vincent has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 1994. He also has served as the Chairperson of the Fund’s Board of
Trustees from 2007 – January 21, 2014 and, prior to that, as the Chairperson of the Fund’s Contracts Committee and the Investment Review Committee E. Mr. Vincent retired as President of Springwell
Corporation (a corporate finance firm) in 2011 where he had worked since 1989. He is a Director of UGI Corporation and UGI Utilities, Inc. (since 2006). He previously worked for 20 years at Bankers Trust Company where
he was a Managing Director and a member of the bank’s senior executive partnership. He also previously served as a Director of AmeriGas Partners, L.P. (1998-2006), Tatham Offshore, Inc. (1996-2000), and
Petrolane, Inc. (1993-1995), and as a board member of certain predecessor funds of the Voya family of funds (1993-2002). Mr. Vincent is a member of the board of the Mutual Fund Directors Forum and a past Director of
the National Association of Corporate Directors.
9
Mr. Vincent holds a B.S. from Yale University and
an M.B.A. from Harvard University.
Interested Trustee
Shaun P. Mathews has been a Trustee of the Fund and a board member of other investment companies in the Voya family of funds since 2007. He also is President and Chief Executive Officer of Voya Investments,
LLC (2006 to present). Mr. Mathews previously served as President of Voya Mutual Funds and Investment Products (2004-2006) and several other senior management positions in various aspects of the financial services
business.
For additional information on the
Nominees, please see Appendix A.
No Nominee is a party adverse to
the Fund or any of its affiliates in any material pending legal proceeding, nor does any Nominee have an interest materially adverse to the Fund.
If any or all of the Nominees
become unavailable for the Fund due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Trustees may recommend or the Board may reduce the
number of Trustees as provided for in the Fund’s charter documents.
How long will the Trustees serve on
the Board?
If elected, each Nominee would
serve as a Trustee until the next meeting of shareholders, if any, and until a successor is duly elected and qualified, or if sooner, until their death, resignation, or retirement. The tenure of each Independent
Trustee is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of
business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent
Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise
complying under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent
Trustees).
What is the required vote?
Shareholders of the Fund will
vote collectively as a single class on the election of each Nominee. There is no cumulative voting for the election of Trustees. The election of each Nominee must be approved by a plurality of the votes cast at the
Annual Meeting at which a quorum is present. Shareholders who vote for the Proposal will vote for each Nominee. Those shareholders who wish to withhold their vote on any specific nominees may do so on the Proxy
Ballot. Shareholders do not have appraisal rights in connection with the Proposal.
10
What is the Board’s
recommendation?
After consideration of the above
factors and other information it considered relevant, the Board, including all of the Independent Trustees, unanimously approved the nomination of each of the Nominees. The Board is recommending that the shareholders
vote “FOR” each of the Nominees.
11
Further Information about the
Trustees and Officers
The Board of Trustees
The Fund is governed by the
Board, which oversees the Fund’s business and affairs. The Board delegates the day-to-day management of the Fund to the Fund’s Officers and to various service providers that have been contractually
retained to provide such day-to-day services. The Voya entities that render services to the Fund do so pursuant to contracts that have been approved by the Board. The Trustees are experienced executives who, among
other duties, oversee the Fund’s activities, review contractual arrangements with companies that provide services to the Fund, and review the Fund’s investment performance.
The Board Leadership Structure and
Related Matters
The Board is comprised of twelve
(12) members, eleven (11) of whom are Independent Trustees.
Each Fund is one of 24
registered investment companies (with a total of approximately 151 separate series) in the Voya family of funds and all of the Trustees serve as members of, as applicable, each investment company’s Board of
Directors or Board of Trustees. The Board employs substantially the same leadership structure with respect to each of these investment companies.
One of the Independent Trustees,
currently John V. Boyer, serves as the Chairperson of the Board of the Fund. The responsibilities of the Chairperson of the Board include: coordinating with management in the preparation of agendas for Board meetings;
presiding at Board meetings; between Board meetings, serving as a primary liaison with other Trustees, officers of the Fund, management personnel, and legal counsel to the Independent Trustees; and such other duties
as the Board periodically may determine. Mr. Boyer does not hold a position with any firm that is a sponsor of the Fund. The designation of an individual as the Chairperson does not impose on such Independent Trustee
any duties, obligations or liabilities greater than the duties, obligations or liabilities imposed on such person as a member of the Board, generally.
The Board performs many of its
oversight and other activities through the committee structure described below in the “Board Committees” section. Each Committee operates pursuant to a written Charter approved by the Board. The Board
currently conducts regular meetings eight (8) times a year. Six (6) of these regular meetings consist of sessions held over a three-day period, and two (2) of these meetings consist of a one-day session. In addition,
during the course of a year, the Board and many of its Committees typically hold special meetings by telephone or in person to discuss specific matters that require action prior to the next regular meeting. The
Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.
The Board believes that its
committee structure is an effective means of empowering the Trustees to perform their fiduciary and other duties. For example, the Board’s committee structure facilitates, as appropriate, the ability of
individual Board
12
members to receive detailed presentations on
topics under their review and to develop increased familiarity with respect to such topics and with key personnel at relevant service providers. At least annually, with guidance from its Nominating and Governance
Committee, the Board analyzes whether there are potential means to enhance the efficiency and effectiveness of the Board’s operations.
For the fiscal year ended
February 28, 2017, no Trustee except Messrs. Mathews and Kenny attended fewer than 75% of the total meetings held by the Board or any Committees of which he or she is a member. Mr. Kenny attended 50% of the Contracts
Committee meetings held during the fiscal year and Mr. Mathews attended 67% of the IRC F meetings held during the fiscal year.
Board Committees
Audit Committee. The Board has established an Audit Committee whose functions include, among other things: (i) meeting with the independent registered public accounting firm of the Fund
to review the scope of the Fund’s audit, the Fund’s financial statements and accounting controls; (ii) meeting with management concerning these matters, internal audit activities and other matters; and
(iii) overseeing the implementation of the Voya funds’ valuation procedures and the fair value determinations made with respect to securities held by the Voya funds for which market value quotations are not
readily available. The Audit Committee currently consists of six (6) Independent Trustees. The following Trustees currently serve as members of the Audit Committee: Ms. Baldwin and Messrs. Drotch, Gavin, Kenny,
Obermeyer, and Vincent. Mr. Drotch currently serves as the Chairperson of the Audit Committee. All Committee members have been designated as Audit Committee Financial Experts under the Sarbanes-Oxley Act of 2002. The
Audit Committee currently meets regularly five (5) times per year, and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The
Audit Committee held six (6) meetings during the fiscal year ended February 28, 2017.
Compliance Committee. The Board has established a Compliance Committee for the purpose of, among other things: (i) providing oversight with respect to compliance by the funds in the Voya
family of funds and their service providers with applicable laws, regulations, and internal policies and procedures affecting the operations of the funds; (ii) receiving reports of evidence of possible material
violations of applicable U.S. federal or state securities laws and breaches of fiduciary duty arising under U.S. federal or state laws; (iii) coordinating activities between the Board and the Chief Compliance Officer
(“CCO”) of the funds; (iv) facilitating information flow among Board members and the CCO between Board meetings; (v) working with the CCO and management to identify the types of reports to be submitted by
the CCO to the Compliance Committee and the Board; (vi) making recommendations regarding the role, performance and oversight of the CCO; (vii) overseeing the cybersecurity practices of the funds and their key service
providers; (viii) overseeing management’s administration of proxy
13
voting; and (ix) overseeing the effectiveness
of brokerage usage by the Fund’s advisers or sub-advisers, as applicable, and compliance with regulations regarding the allocation of brokerage for services.
The Compliance Committee
currently consists of five (5) Independent Trustees: Mses. Chadwick and Pressler, and Messrs. Boyer, Jones, and Sullivan. Mr. Jones currently serves as the Chairperson of the Compliance Committee. The Compliance
Committee currently meets regularly four (4) times per year, and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The
Compliance Committee held five (5) meetings during the fiscal year ended February 28, 2017.
Contracts Committee. The Board has established a Contracts Committee for the purpose of overseeing the annual renewal process relating to investment advisory and sub-advisory agreements and,
at the discretion of the Board, other agreements or plans involving the Voya funds (including the Fund). The responsibilities of the Contracts Committee include, among other things: (i) identifying the scope and
format of information to be provided by service providers in connection with applicable contract approvals or renewals; (ii) providing guidance to independent legal counsel regarding specific information requests to
be made by such counsel on behalf of the Trustees; (iii) evaluating regulatory and other developments that might have an impact on applicable approval and renewal processes; (iv) reporting to the Trustees its
recommendations and decisions regarding the foregoing matters; (v) assisting in the preparation of a written record of the factors considered by Trustees relating to the approval and renewal of advisory and
sub-advisory agreements; (vi) recommending to the Board specific steps to be taken by it regarding the contracts approval and renewal process, including, for example, proposed schedules of meetings by the Trustees;
and (vii) otherwise providing assistance in connection with Board decisions to renew, reject, or modify agreements or plans.
The Contracts Committee
currently consists of all eleven (11) of the Independent Trustees of the Board. Ms. Pressler currently serves as the Chairperson of the Contracts Committee. It is expected that the Contracts Committee will meet
regularly six (6) times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Contracts Committee held six (6)
meetings during the fiscal year ended February 28, 2017.
Investment Review Committees. The Board has established, for all of the funds under its direction, the following three Investment Review Committees (each an “IRC” and collectively the
“IRCs”): (i) the Joint Investment Review Committee (“Joint IRC”); (ii) the Investment Review Committee E (formerly known as the Domestic Equity Funds Investment Review Committee) (“IRC
E”); and (iii) the Investment Review Committee F (formerly known as the International/Balanced/Fixed Income Funds Investment Review Committee) (“IRC F”). The funds are allocated among IRCs
periodically by the Board as the Board deems appropriate to balance
14
the workloads of the IRCs and to have similar
types of funds or funds with the same investment sub-adviser or the same portfolio management team assigned to the same IRC. Each IRC performs the following functions, among other things: (i) monitoring the investment
performance of the funds in the Voya family of funds that are assigned to that Committee; and (ii) making recommendations to the Board with respect to investment management activities performed by the advisers and/or
sub-advisers on behalf of such Voya funds, and reviewing and making recommendations regarding proposals by management to retain new or additional sub-advisers for these Voya funds. The Fund is monitored by the IRCs,
as indicated below. Each committee is described below.
| Joint IRC | IRC E | IRC F | |
| The Fund | X |
The Joint IRC currently consists
of eleven (11) Independent Trustees and one (1) Trustee who is an “interested person” of the funds in the Voya family of funds, as defined in the 1940 Act (“Interested Trustee”). Mr. Obermeyer
currently serves as the Chairperson of the Joint IRC. The Joint IRC currently meets regularly six (6) times per year. The Joint IRC held six (6) meetings during the fiscal year ended February 28, 2017.
The IRC E currently consists of
six (6) Independent Trustees. The following Trustees serve as members of the IRC E: Mses. Baldwin and Pressler, and Messrs. Gavin, Jones, Obermeyer, and Vincent. Ms. Baldwin currently serves as the Chairperson of the
IRC E. The IRC E currently meets regularly six (6) times per year. The IRC E held six (6) meetings during the fiscal year ended February 28, 2017.
The IRC F currently consists of
five (5) Independent Trustees and one (1) Interested Trustee. The following Trustees serve as members of the IRC F: Ms. Chadwick and Messrs. Boyer, Drotch, Kenny, Mathews, and Sullivan. Ms. Chadwick currently serves
as the Chairperson of the IRC F. The IRC F currently meets regularly six (6) times per year. The IRC F held six (6) meetings during the fiscal year ended February 28, 2017.
Nominating and Governance
Committee. The Board has established a Nominating and Governance Committee for the purpose of, among other things: (i) identifying and recommending to the Board candidates it
proposes for nomination to fill Independent Trustee vacancies on the Board; (ii) reviewing workload and capabilities of Independent Trustees and recommending changes to the size or composition of the Board, as
necessary; (iii) monitoring regulatory developments and recommending modifications to the Committee’s responsibilities; (iv) considering and, if appropriate, recommending the creation of additional committees or
changes to Trustee policies and procedures based on rule changes and “best practices” in corporate governance; (v) conducting an annual review of the membership and chairpersons of all Board committees and
of practices relating to such membership and chairpersons; (vi) undertaking a periodic study of compensation paid to independent board members of investment companies and making recommendations for any compensation
changes for the Independent
15
Trustees; (vii) overseeing the Board’s
annual self-evaluation process; (viii) developing (with assistance from management) an annual meeting calendar for the Board and its committees; (ix) overseeing actions to facilitate attendance by Independent Trustees
at relevant educational seminars and similar programs; and (x) overseeing insurance arrangements for the funds.
In evaluating potential
candidates to fill Independent Trustee vacancies on the Board, the Nominating and Governance Committee will consider a variety of factors, but it has not at this time set any specific minimum qualifications that must
be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination. The Nominating and Governance Committee will consider nominations received from
shareholders and shall assess shareholder nominees in the same manner as it reviews nominees that it identifies as potential candidates. A shareholder nominee for Trustee should be submitted in writing to the
Fund’s Secretary at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034. Any such shareholder nomination should include at least the following information as to each individual proposed
for nomination as Trustee: such person’s written consent to be named in a proxy statement as a nominee (if nominated) and to serve as a Trustee (if elected), and all information relating to such individual that
is required to be disclosed in the solicitation of proxies for election of Trustees, or is otherwise required, in each case under applicable federal securities laws, rules, and regulations, including such information
as the Board may reasonably deem necessary to satisfy its oversight and due diligence duties.
The Secretary shall submit all
nominations received in a timely manner to the Nominating and Governance Committee. To be timely in connection with a shareholder meeting to elect Trustees, any such submission must be delivered to the Fund’s
Secretary not earlier than the 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement
of the date of the meeting is first made, by either the disclosure in a press release or in a document publicly filed by the Fund with the SEC.
The Nominating and Governance
Committee currently consists of seven (7) Independent Trustees. The following Trustees serve as members of the Nominating and Governance Committee: Mses. Baldwin and Chadwick, and Messrs. Boyer, Drotch, Jones, Kenny,
and Obermeyer. Mr. Kenny currently serves as the Chairperson of the Nominating and Governance Committee. The Nominating and Governance Committee typically meets three (3) times per year and on an as-needed basis. The
Nominating and Governance Committee held five (5) meetings during the fiscal year ended February 28, 2017.
The Board’s Risk Oversight
Role
The day-to-day management of
various risks relating to the administration and operation of the Fund and the Fund is the responsibility of management and other service providers retained by the Board or by management, most of whom
16
employ professional personnel who have risk
management responsibilities. The Board oversees this risk management function consistent with and as part of its oversight duties. The Board performs this risk management oversight function directly and, with respect
to various matters, through its committees. The following description provides an overview of many, but not all, aspects of the Board’s oversight of risk management for the Fund. In this connection, the Board
has been advised that it is not practicable to identify all of the risks that may impact the Fund or to develop procedures or controls that are designed to eliminate all such risk exposures, and that applicable
securities law regulations do not contemplate that all such risks be identified and addressed.
The Board, working with
management personnel and other service providers, has endeavored to identify the primary risks that confront the Fund. In general, these risks include, among others: (i) investment risks; (ii) credit risks; (iii)
liquidity risks; (iv) valuation risks; (v) operational risks; (vi) reputational risks; (vii) regulatory risks; (viii) risks related to potential legislative changes; (ix) the risk of conflicts of interest affecting
Voya affiliates in managing the Fund; and (x) cybersecurity risks. The Board has adopted and periodically reviews various policies and procedures that are designed to address these and other risks confronting the
Fund. In addition, many service providers to the Fund have adopted their own policies, procedures, and controls designed to address particular risks to the Fund. The Board and persons retained to render advice and
service to the Board periodically review and/or monitor changes to, and developments relating to, the effectiveness of these policies and procedures.
The Board oversees risk
management activities in part through receipt and review by the Board or its committees of regular and special reports, presentations and other information from Officers of the Fund, including the CCOs for the Fund
and the Adviser and the Fund’s Chief Investment Risk Officer (“CIRO”), and from other service providers. For example, management personnel and the other persons make regular reports and presentations
to: (i) the Compliance Committee regarding compliance with regulatory requirements and oversight of cybersecurity practices by the Fund and key service providers; (ii) the IRCs regarding investment activities and
strategies that may pose particular risks; (iii) the Audit Committee with respect to financial reporting controls and internal audit activities; (iv) the Nominating and Governance Committee regarding corporate
governance and best practice developments; and (v) the Contracts Committee regarding regulatory and related developments that might impact the retention of service providers to the Fund. The CIRO oversees an
Investment Risk Department (“IRD”) that provides an independent source of analysis and research for Board members in connection with their oversight of the investment process and performance of portfolio
managers. Among its other duties, the IRD seeks to identify and, where practicable, measure the investment risks being taken by the Fund’s portfolio managers. Although the IRD works closely with management of
the Fund in performing its duties, the CIRO is directly accountable to, and maintains an ongoing dialogue with, the Independent Trustees.
17
Trustee Compensation
Each Trustee is reimbursed for
reasonable expenses incurred in connection with each meeting of the Board or any of its Committee meetings attended. Each Independent Trustee is compensated for his or her services, on a quarterly basis, according to
a fee schedule adopted by the Board. The Board may from time to time designate other meetings as subject to compensation.
The Fund pays each Trustee who
is not an interested person of the Fund his or her pro rata share, as described below, of: (i) an annual retainer of $250,000; (ii) Mr. Boyer, as the Chairperson of the Board, receives an additional annual retainer of $100,000; (iii)
Mses. Baldwin, Chadwick, and Pressler and Messrs. Drotch, Jones, Kenny, and Obermeyer as the Chairpersons of Committees of the Board, each receive an additional annual retainer of $30,000, $30,000, $65,000, $30,000,
$30,000, $30,000, and $30,000, respectively; (iv) $10,000 per attendance at any of the regularly scheduled meetings (four (4) quarterly meetings, two (2) auxiliary meetings, and two (2) annual contract review meetings);
and (v) out-of-pocket expenses. The Board at its discretion may from time to time designate other special meetings as subject to an attendance fee in the amount of $5,000 for in-person meetings and $2,500 for special
telephonic meetings.
The pro rata share paid by the Fund is based on the Fund’s average net assets as a percentage of the average net assets of all the funds managed by the adviser or its affiliate for
which the Trustees serve in common as Trustees.
Appendix B details the compensation paid to the Trustees by the Fund and by all the Voya funds in the family of funds.
Trustee Ownership of Securities
In order to further align the
interests of the Independent Trustees with shareholders, it is the policy of the Board for Independent Trustees to own, beneficially, shares of one or more funds in the Voya family of funds at all times
(“Ownership Policy”). For this purpose, beneficial ownership of shares of a Voya fund include, in addition to direct ownership of Voya fund shares, ownership of a variable contract whose proceeds are
invested in a Voya fund within the Voya family of funds, as well as deferred compensation payments under the Board’s deferred compensation arrangements pursuant to which the future value of such payments is
based on the notional value of designated funds within the Voya family of funds.
The Ownership Policy requires
the initial value of investments in the Voya family of funds that are directly or indirectly owned by the Trustees to equal or exceed the annual retainer fee for Board services (excluding any annual retainers for
service as chairpersons of the Board or its committees or as members of committees), as such retainer shall be adjusted from time to time.
The Ownership Policy provides
that existing Trustees shall have a reasonable amount of time from the date of any recent or future increase in the minimum ownership requirements in order to satisfy the minimum share ownership
18
requirements. In addition, the Ownership Policy
provides that a new Trustee shall satisfy the minimum share ownership requirements within a reasonable time of becoming a Trustee. For purposes of the Ownership Policy, a reasonable period of time will be deemed to
be, as applicable, no more than three years after a Trustee has assumed that position with the Voya family of funds or no more than one year after an increase in the minimum share ownership requirement due to changes
in annual Board retainer fees. A decline in value of any fund investments will not cause a Trustee to have to make any additional investments under this Policy.
Investment in mutual funds of
the Voya family of funds by the Trustees pursuant to this Ownership Policy are subject to: (i) policies, applied by the mutual funds of the Voya family of funds to other similar investors, that are designed to prevent
inappropriate market timing trading practices; and (ii) any provisions of the Code of Ethics for the Voya family of funds that otherwise apply to the Trustees.
Appendix C provides the dollar value of all of the shares of the Fund and all of the funds in the Voya family of funds held directly or indirectly by each Trustee as of a recent date.
Officers of the Fund
The Fund’s officers are
elected by the Board and hold office until they resign, are removed, or are otherwise disqualified to serve. The officers of the Fund, together with each person’s position with the Fund and principal occupation
for the last five years, are listed in Appendix D.
Officer Compensation
The officers, who are also
officers or employees of Voya Investments, LLC or its affiliates, are compensated by Voya Investments, LLC or its affiliates. The officers are not paid by the Fund.
19
General Information about the
Proxy Statement
Who is asking for my vote?
The Board is soliciting your vote
for the Annual Meeting of shareholders.
How is my proxy being solicited?
Solicitation of proxies is being
made primarily by the mailing of the Notice of Annual Meeting of Shareholders, the Proxy Statement, and the Proxy Ballot on or about May 19, 2017. In addition to the solicitation of proxies by mail, employees of the
investment adviser, and its affiliates, without additional compensation, may solicit proxies in person or by telephone, telegraph, facsimile, or oral communications.
If a shareholder wishes to
participate in the Annual Meeting, the shareholder may submit the Proxy Ballot originally sent with the Proxy Statement, attend in person, or vote online by logging on to www.proxyvote.com/voya and following the
online directions. Should shareholders require additional information regarding the proxy or require replacement of the proxy, they may contact Shareholder Services toll-free at 1-800-992-0180.
What happens to my proxy once I
submit it?
The Board has named Huey P.
Falgout, Jr., Secretary, Theresa K. Kelety, Assistant Secretary, and Todd Modic, Assistant Secretary, or one or more substitutes designated by them, as proxies who are authorized to vote Fund shares as directed by
shareholders.
Can I revoke my proxy after I submit
it?
A shareholder may revoke the
accompanying proxy at any time prior to its use by filing with your Fund a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Annual Meeting in person may
vote by ballot at the Annual Meeting, thereby canceling any proxy previously given.
How will my shares be voted?
If you follow the voting
instructions, your proxies will vote your shares as you have directed. If you submitted your Proxy Ballot but did not vote on the proposals, your proxies will vote on the proposals as recommended by the Board. If any
other matter is properly presented, your proxies will vote in their discretion in accordance with their best judgment, including on any proposal to adjourn the meeting. At the time this Proxy Statement was printed,
the Board knew of no matter that needed to be acted upon at the Annual Meeting other than the proposal discussed in this Proxy Statement.
Quorum and Tabulation
20
Each shareholder of the Fund is
entitled to one vote for each share held as to any matter on which such shareholder is entitled to vote and for each fractional share that is owned, the shareholder shall be entitled to a proportionate fractional
vote. A majority of shares entitled to vote shall constitute a quorum.
Adjournments
If a quorum is not present at
the Annual Meeting, if there are insufficient votes to approve the Proposal, or for any other reason deemed appropriate by your proxies, your proxies may propose one or more adjournments of the Annual Meeting to
permit additional time for the solicitation of proxies, in accordance with the organizational documents of the applicable Fund and applicable law. Solicitation of votes may continue to be made without any obligation
to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournments in their discretion.
Broker Non-Votes and Abstentions
If a shareholder abstains from
voting as to any matter, or if a broker returns a “non-vote” proxy, indicating a lack of authority to vote on a matter, then the shares represented by such abstention or non-vote will be treated as shares
that are present at the Annual Meeting for purposes of determining the existence of a quorum. However, abstentions and broker non-votes will be disregarded in determining the “votes cast” on a proposal.
Abstentions and broker non-votes will not affect the outcome of the election of Trustees.
How many shares are outstanding?
Appendix E sets forth the number of shares of the Fund issued and outstanding as of the Record Date. Shares have no preemptive or subscription rights.
Appendix F lists the persons that, as of April 10, 2017, owned beneficially or of record 5% or more of the outstanding shares of any class of the Fund. To the best of the Fund’s knowledge, as
of April 10, 2017, no Independent Trustee owned 1% or more of the outstanding shares of any class of the Fund. As of April 10, 2017, none of the Independent Trustees nor their immediate family members owned any shares
of the Adviser or principal underwriter or of any entity controlling, controlled by, or under common control with the Adviser or principal underwriter (not including registered investment companies).
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934, as amended, and Section 30(h) of the 1940 Act, as applied to the Fund, require the Fund’s officers, Trustees, investment adviser, affiliates of the investment adviser, and persons who
beneficially own more than 10% of a registered class of the Fund’s outstanding securities (“Reporting Persons”), to file reports of ownership of the Fund’s securities and changes in such
ownership with the SEC and the New York Stock Exchange. Such persons are required by the SEC regulations to furnish the Fund with copies of all such filings.
21
Based solely on its review of
the copies of such forms received by it and written representations from certain Reporting Persons, the Fund believes that during the fiscal year ended February 28, 2017, its Reporting Persons complied with all
applicable filing requirements.
Shareholder Communications with the
Board
Shareholders may send other
communications to the Board, a Committee thereof, or an individual Trustee. Such communications should be sent to the Fund’s Secretary at the address on the front of this Proxy Statement.
What is the deadline to submit a
proposal for the 2017 Annual Meeting?
It is anticipated that the next
annual meeting will be held in July 2018, but the exact date, time, and location of such meeting have yet to be determined. Any proposals of shareholders that are intended to be presented at the next annual meeting
must be in writing and received at the Fund principal executive offices no later than January 18, 2018, in order for the proposal to be considered for inclusion in the proxy statement for that meeting. The submission
of a proposal does not guarantee its inclusion in the proxy statement or presentation at the meeting.
In addition, pursuant to
relevant SEC proxy rules, a company may use discretionary voting authority to vote on matters coming before an annual meeting of shareholders if the company does not have notice of the matter at least 45 days before
the date corresponding to the date on which the company first mailed its proxy materials for the prior year’s annual meeting of stockholders or the date specified by an overriding advance notice provision in the
company’s bylaws. As the Fund bylaws do not contain such an advance notice provision, for the Fund’s 2018 Annual Meeting of shareholders, shareholders must submit to such Fund written notice of a
shareholder proposal on or before April 3, 2018.
Who are the Fund’s independent
public accountants?
The Board has selected the
accounting firm of KPMG LLP (“KPMG”) as the independent auditor of the Fund for the current fiscal year.
As part of its oversight of the
Fund’s financial statements, in April 2017, the Audit Committee held a telephonic meeting to review and discuss with the Adviser and KPMG, the Fund’s audited financial statements for the fiscal year ended
February 28, 2017. The Audit Committee discussed with KPMG the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1301, Communications with Audit Committees. The Audit Committee has also received and reviewed the written disclosures and the letter from KPMG pursuant to PCAOB Rule 3526 and discussed
KPMG’s independence with KPMG.
Based on the reviews and
discussion referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Fund’s Annual Reports to shareholders.
22
Submitted by the Audit Committee
of the Board
Colleen D. Baldwin
Peter S. Drotch (Chairperson)
Martin J. Gavin
Martin J. Gavin
Patrick W. Kenny
Joseph E. Obermeyer
Roger B. Vincent
Roger B. Vincent
The fees paid to KPMG for
professional audit services during the Fund’s most recent fiscal years ended February 29, 2016 and February 28, 2017, amounts billed for other services rendered by KPMG to the Fund, and the aggregate non-audit
fees billed by KPMG for services rendered to the Fund, the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Fund for the fiscal years
ended February 29, 2016 and February 28, 2017 are described in Appendix G.
All of the services provided by
the independent public accountants were approved by the Audit Committee pursuant to pre-approval policies and procedures adopted by the Audit Committee. Pursuant to such policies and procedures, the Audit Committee
approves: (i) all audit and non-audit services to be rendered to the Fund by KPMG; and (ii) all non-audit services impacting the operations and financial reporting of the Fund provided by KPMG to the Adviser or any
affiliate thereof that provides ongoing services to the Fund (collectively, “Covered Services”). The Audit Committee has adopted pre- approval procedures authorizing one or more members of the Audit
Committee to approve from time to time, on behalf of the Audit Committee, all Covered Services to be provided by KPMG which are not otherwise approved at a meeting of the Audit Committee, provided that such delegate
reports to the full Audit Committee at its next regularly scheduled meeting. The pre-approval procedures do not include delegation of the Audit Committee’s responsibilities to management. Pre-approval has not
been waived with respect to any of the services described above since the date on which the Audit Committee adopted its current pre-approval procedures.
The Audit Committee of the Board
has considered and will periodically consider whether KPMG’s provision of non-audit services to, the Adviser and all entities controlling, controlled by, or under common control with the Adviser that provide
ongoing services to the Fund that were not required to be pre- approved is compatible with maintaining the independence of KPMG.
Representatives of KPMG are not
expected to be at the Annual Meeting but have been given the opportunity to make a statement if they wish.
Why did my household only receive one
copy of this Proxy Statement?
Only one copy of this Proxy
Statement may be mailed to each household, even if more than one person in the household is a Fund shareholder of record, unless your Fund has received contrary instructions from one or more of the household’s
shareholders. If a shareholder needs an additional copy of this Proxy Statement,
23
please contact Shareholder Services at
1-800-992-0180. If in the future, any shareholder does not wish to combine or wishes to recombine the mailing of a proxy statement with household members, please inform your Fund in writing at 7337 East Doubletree
Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034 or via telephone at 1-800-992-0180.
Who pays for this proxy
solicitation?
the Fund will pay the expenses
incurred in connection with the Notice of Annual Meeting of Shareholders, Proxy Statement, and the Annual Meeting, including printing, mailing, vote tabulation, legal, and out of pocket expenses.
In order that the presence of a
quorum at the Annual Meeting may be assured, prompt execution and return of the enclosed Proxy Ballot is requested. A self-addressed postage paid envelope is enclosed for your convenience. You also may vote via
telephone or via the Internet. Please follow the voting instructions as outlined on your Proxy Ballot.
Huey P.
Falgout, Jr.
Secretary
Secretary
May 19, 2017
7337 East Doubletree Ranch Road,
Suite 100
Scottsdale, AZ 85258-2034
Scottsdale, AZ 85258-2034
24
Appendix A: Nominees
The following
table sets forth information concerning the Nominees of the Fund. The mailing address for each Nominee is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
| Independent Trustees | |||||
| Colleen D. Baldwin Age: 56 | Trustee | October 2007 – Present | President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | 151 | DSM/Dentaquest, Boston, MA (February 2014 – Present). |
| John V. Boyer Age: 63 | Chairperson Trustee | January 2014 – Present January 2005 – Present | President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – Present). | 151 | None. |
25
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
| Patricia W. Chadwick Age: 68 | Trustee | January 2006 – Present | Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 – Present). | 151 | Wisconsin Energy Corporation (June 2006 – Present); The Royce Funds (23 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present). |
| Peter S. Drotch Age: 75 | Trustee | October 2007 – Present | Retired. | 151 | None. |
| Martin J. Gavin Age: 67 | Trustee | August 2015 – Present | Retired. Formerly, President and Chief Executive Officer, Connecticut Children’s Medical Center (May 2006 – November 2015). | 151 | None. |
| Russell H. Jones Age: 72 | Trustee | May 2013 – Present | Retired. | 151 | None. |
26
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
| Patrick W. Kenny Age: 74 | Trustee | January 2005 – Present | Retired. | 151 | Assured Guaranty Ltd. (April 2004 – Present). |
| Joseph E. Obermeyer Age: 59 | Trustee | May 2013 – Present | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | 151 | None. |
| Sheryl K. Pressler Age: 66 | Trustee | January 2006 – Present | Consultant (May 2001 – Present). | 151 | None. |
| Christopher P. Sullivan Age: 63 | Trustee | October 2015 – Present | Retired. Formerly, President, Bond Division, Fidelity Management and Research (June 2009 – September 2012). | 151 | None. |
| Roger B. Vincent Age: 71 | Trustee | February 2002 – Present | Retired. | 151 | UGI Corporation (February 2006 – Present) and UGI Utilities, Inc. (February 2006 – Present). |
| Trustee who is an “Interested Person” | |||||
27
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years | Number of Funds in the Fund Complex Overseen by Trustees2 | Other Board Positions Held by Trustees |
| Shaun P. Mathews3 Age: 61 | Trustee | June 2006 – Present | President and Chief Executive Officer, Voya Investments, LLC (December 2006 – Present). | 151 | Voya Capital Corporation, LLC and Voya Investments Distributor, LLC, (December 2005 – Present); Voya Funds Services, LLC, Voya Investments, LLC and Voya Investment Management (March 2006 – Present); and Voya Investment Trust Co. (April 2009 – Present). |
| 1. | Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee who is not an “interested person” as defined in the 1940 Act, of the Fund (as defined below, “Independent Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee shall retire from and cease to be a member of the Board of Trustees at the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 75. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for the purposes of appointing a successor to the Independent Trustee or otherwise complying under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees). |
| 2. | For the purposes of this table, “Fund Complex” means the Voya family of funds, including the following investment companies: Voya Asia Pacific High Dividend Equity Income Fund; Voya Balanced Portfolio, Inc.; Voya Emerging Markets High Dividend Equity Fund; Voya Equity Trust; Voya Funds Trust; Voya Global Advantage and Premium Opportunity Fund; Voya Global Equity Dividend and Premium Opportunity Fund; Voya Government Money Market Portfolio; Voya Infrastructure, Industrials and Materials Fund; Voya Intermediate Bond Portfolio; Voya International High Dividend Equity Income Fund; Voya Investors Trust; Voya Mutual Funds; Voya Natural Resources Equity Income Fund; Voya Partners, Inc.; Voya Prime Rate Trust; Voya Senior Income Fund; Voya Separate Portfolios Trust; Voya Series Fund, Inc.; Voya Strategic Allocation Portfolios, Inc.; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust. The number of funds in the Fund Complex is as of February 28, 2017. |
28
| 3. | Mr. Mathews is deemed to be an Interested Trustee because of his current affiliation with the Voya funds, Voya Financial, Inc., and Voya Financial, Inc.’s affiliates. |
29
Appendix B: Trustee
Compensation Table
The following
tables have been provided to the Fund by the Adviser and its affiliates and sets forth information regarding the compensation paid to the Independent Trustees for the fiscal year ended February 28, 2017 for service on
the Board.
| Aggregate Compensation from the Fund (fiscal year ended February 28, 2017) | Total Compensation from the Fund and Complex Paid to Trustees1 | ||
| Name of Trustee | |||
| Colleen D. Baldwin | $ | 2,996.25 | $360,000.00 |
| John V. Boyer | $ | 3,578.30 | $430,000.00 |
| Patricia W. Chadwick | $ | 2,996.25 | $360,000.00 |
| Peter S. Drotch | $ | 2,954.68 | $355,000.00 |
| Martin J. Gavin | $ | 2,746.80 | $330,000.00 |
| Russell H. Jones | $ | 2,954.68 | $355,000.00 |
| Patrick W. Kenny | $ | 2,954.68 | $355,000.00 |
| Joseph E. Obermeyer | $ | 2,996.25 | $360,000.00 |
| Sheryl K. Pressler | $ | 3,287.27 | $395,000.00 |
| Christopher P. Sullivan | $ | 2,746.80 | $330,000.00 |
| Roger B. Vincent | $ | 2,746.80 | $330,000.00 |
| 1. | During the fiscal year ended February 28, 2017, Ms. Pressler and Messrs. Boyer, Gavin, Jones, Kenny, and Obermeyer deferred $40,000, $20,000, $165,000, $155,000, $88,750, and $36,000, respectively, of their compensation from the Voya family of funds. |
30
Appendix C: Shares Owned by
Trustees
The following
table sets forth information regarding the dollar range of equity securities of the Fund and other funds in the Voya family of funds beneficially owned by each Trustee as of February 28, 2017.
| Name of Trustee | PPR | Aggregate Dollar Range of Equity Securities in all Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
| Independent Trustees | ||
| Colleen D. Baldwin | $0 | Over $100,0001 |
| John V. Boyer | $0 | Over $100,0001 |
| Patricia W. Chadwick | $0 | Over $100,000 |
| Peter S. Drotch | $0 | Over $100,000 |
| Martin J. Gavin | $0 | Over $100,0001 |
| Russell H. Jones | $0 | Over $100,0001 |
| Patrick W. Kenny | $0 | Over $100,0001 |
| Joseph E. Obermeyer | $0 | Over $100,0001 |
| Sheryl K. Pressler | $0 | Over $100,0001 |
| Christopher P. Sullivan | $0 | None |
| Roger B. Vincent | $0 | Over $100,000 |
Trustee who is an “Interested Person” | ||
| Shaun P. Mathews | $0 | Over $100,0001 |
| 1. | Includes the value of shares in which a Trustee has an indirect interest through a deferred compensation plan and/or a 401(k) Plan. |
31
Appendix D: Officers
Information for
each Officer of the Fund is set forth in the table below. The mailing address for each officer is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, except as noted below.
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
| Shaun P. Mathews Age: 61 | President and Chief Executive Officer | November 2006 - Present | President and Chief Executive Officer, Voya Investments, LLC (December 2006 – Present). |
| Michael J. Roland Age: 58 | Executive Vice President | February 2002 - Present | Managing Director and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (March 2012 – Present). Formerly, Chief Compliance Officer, Directed Services LLC and Voya Investments, LLC (March 2011 – December 2013); Executive Vice President and Chief Operating Officer, Voya Investments, LLC and Voya Funds Services, LLC (January 2007 – April 2012) and Chief Compliance Officer, Voya Family of Funds (March 2011 – February 2012). |
| Stanley D. Vyner 230 Park Avenue New York, New York 10169 Age: 66 | Executive Vice President Chief Investment Risk Officer | August 2003 - Present September 2009 - Present | Executive Vice President, Voya Investments, LLC (July 2000 – Present) and Chief Investment Risk Officer, Voya Investments, LLC (January 2003 – Present). |
32
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
| Kevin M. Gleason Age: 50 | Chief Compliance Officer | February 2012 - Present | Senior Vice President Voya Investment Management, LLC and Chief Compliance Officer, Voya Family of Funds (February 2012- Present). Formerly, Assistant General Counsel and Assistant Secretary, The Northwestern Mutual Life Insurance Company, (June 2004 – January 2012). |
| Todd Modic Age: 49 | Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary | March 2005 - Present | Senior Vice President, Voya Investments, LLC and Voya Funds Services, LLC (April 2005 – Present). |
| Daniel A. Norman Age: 59 | Senior Vice President and Treasurer | April 1995 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – Present) |
| Kimberly A. Anderson Age: 52 | Senior Vice President | November 2003 - Present | Senior Vice President, Voya Investments, LLC (September 2003 – Present). |
| Jeffrey A. Bakalar Age: 57 | Senior Vice President | November 1999 - Present | Managing Director and Group Head, Voya Investment Management Co. LLC (January 2012 – Present) |
| Elliot A. Rosen Age: 63 | Senior Vice President | May 2002 - Present | Senior Vice President, Voya Investment Management Co. LLC (February 1999 – Present) |
33
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
| Robert Terris Age: 46 | Senior Vice President | May 2006 - Present | Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (March 2006 – Present). |
| Fred Bedoya Age: 44 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2012 – Present). Formerly, Assistant Vice President – Director, Voya Funds Services, LLC (March 2003 – March 2012). |
| Maria M. Anderson Age: 58 | Vice President | September 2004 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (September 2004 – Present). |
| Lauren D. Bensinger Age: 63 | Vice President | August 2003 - Present | Vice President, Voya Funds Services, LLC (February 1996 – Present) and Voya Investments, LLC (October 2004 – Present); Vice President and Money Laundering Reporting Officer, Voya Investments Distributor, LLC (April 2010 – Present). Anti-Money Laundering Compliance Officer, Voya Financial, Inc. (January 2013 – Present); and Money Laundering Reporting Officer, Voya Investment Management Trust Co. (October 2012 – Present). |
| Sara Donaldson Age: 57 | Vice President | September 2014 - Present | Vice President, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President, Voya Funds Services, LLC (April 2014 – October 2015). Formerly, Director, Compliance, AXA Rosenberg Global Services, LLC (September 1997 – March 2014). |
34
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
| Micheline S. Faver Age: 39 | Vice President | September 2016 - Present | Vice President, Head of Fund Compliance, Voya Investments, LLC and Chief Compliance Officer for Voya Investments, LLC and Directed Services LLC (June 2016 – Present). Formerly, Vice President Mutual Fund Compliance (March 2014 – June 2016); Assistant Vice President, Mutual Fund Compliance (May 2013 – March 2014); Assistant Vice President, Senior Project Manager (May 2008 – May 2013). |
| Robyn L. Ichilov Age: 49 | Vice President | November 1997 - Present | Vice President, Voya Funds Services, LLC (November 1995 – Present) and Voya Investments, LLC (August 1997 – Present). Formerly, Treasurer, Voya Family of Funds (November 1999 – February 2012). |
| Jason Kadavy Age: 41 | Vice President | September 2012 - Present | Vice President, Voya Investments, LLC (October 2015 – Present) and Voya Funds Services, LLC (July 2007 – Present). |
| Kimberly K. Springer Age: 59 | Vice President | March 2006 - Present | Vice President – Mutual Fund Product Development, Voya Investments, LLC (July 2012 – Present); Vice President, Voya Family of Funds (March 2010 – Present) and Vice President, Voya Funds Services, LLC (March 2006 – Present). Formerly Managing Paralegal, Registration Statements (June 2003 – July 2012). |
| Craig Wheeler Age: 48 | Vice President | May 2013 - Present | Vice President – Director of Tax, Voya Investments, LLC (October 2015 – Present). Formerly, Vice President – Director of Tax, Voya Funds Services, LLC (March 2013 – October 2015). Formerly, Assistant Vice President – Director of Tax, Voya Funds Services, LLC (March 2008 – February 2013). |
| Huey P. Falgout, Jr. Age: 53 | Secretary | August 2003 - Present | Senior Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
35
| Name, Address and Age | Position(s) Held with the Fund | Term of Office and Length of Time Served1 | Principal Occupation(s) During the Past 5 Years |
| Paul A. Caldarelli Age: 65 | Assistant Secretary | June 2010 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
| Theresa K. Kelety Age: 54 | Assistant Secretary | August 2003 - Present | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – Present). |
| 1. | The officers hold office until the next annual meeting of the Trustees and until their successors have been elected and qualified. |
36
Appendix E: Common Shares
Outstanding
The following
table sets forth the Common Shares outstanding for the Fund as of the Record Date.
| Fund | Number of Common Shares Outstanding |
| PPR | 147,787,711.1780 |
37
Appendix F: 5% Beneficial
Ownership
| Fund | Name and Address of Shareholder1 | Percentage of Fund |
PPR
| Cede & Co PO Box 20 Bowling Green Station New York, NY 10274 | 95.99% |
| 1. | This entity is the shareholder of record and may be deemed to be the beneficial owner of the shares listed for certain purposes under the securities laws, although in certain instances it may not have an economic interest in these shares and would, therefore, ordinarily disclaim any beneficial ownership therein. |
38
Appendix G: Fees Paid to the
Independent Registered Public Accountants
The following
table shows fees paid to KPMG for professional audit services during the Fund’s most recent fiscal years ended February 28, 2017 and February 29, 2016, as well as fees billed for other services rendered by KPMG
to the Fund.
| Fund | Audit Fees1 | Audit-Related Fees2 | Tax Fees3 | All Other Fees4 | ||||
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| PPR | $73,000 | $70,500 | $7,750 | $7,575 | $8,226 | $7,491 | $0 | $0 |
| 1. | Audit fees consist of fees billed for professional services rendered for the audit of the year-end financial statements and services that are normally provided by KPMG in connection with statutory and regulatory filings. |
| 2. | Audit-related fees consist principally of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s consolidated financial statements and are not reported under “Audit Fees.” These services include attestation services that are not required by statute or regulations and consultations concerning financial accounting and reporting standards. |
| 3. | Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. |
| 4. | All other fees would include fees for products and services other than the services reported above, including those related to the review and issuance of consents on various SEC filings. |
39
The following
tables presents: (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Fund by the independent registered public accounting firm for the Fund’s fiscal years ended February 28,
2017 and February 29, 2016; and (ii) the aggregate non-audit fees billed to the investment adviser, or any of its affiliates, by the independent registered public accounting firm for the same time periods.
| Aggregate Non-Audit Fees | ||
| Registrant/Investment Adviser | 2017 | 2016 |
| PPR | $15,976 | $15,066 |
| Voya Investments, LLC1 | $101,050 | $178,050 |
| 1. | Includes fees paid by the Adviser and any affiliates of the Adviser that are subsidiaries of Voya Financial, Inc. |
40
VOYA PRIME-PRX-0519
EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE IN PERSON Attend Shareholder Meeting 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona on July 6, 2017 Please detach at perforation before mailing. PROXY VOYA PRIME RATE TRUST ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 6, 2017 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned hereby appoints Huey P. Falgout, Jr., Theresa K. Kelety, or Todd Modic, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of Voya Prime Rate Trust (the “Fund”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held July 6, 2017 at 1:00 p.m. (Local time), at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, and any adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement/Prospectus, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting. If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” the nominees for trustee (Proposal 1). VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 PLEASE SIGN AND DATE ON THE REVERSE SIDE PRT_28754_042117
EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on July 6, 2017. The Proxy Statement/Prospectus and Notice of Annual Meeting are available at: www.proxyvote.com/voya IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD Please detach at perforation before mailing. In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement dated May 19, 2017 and upon all other such matters as may properly come before the meeting or any adjournment thereof. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X FOR WITHHOLD FOR ALL ALL ALL EXCEPT A Proposal THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. 1. To elect 12 nominees to the Board of Trustees of the Fund. 01. Colleen D. Baldwin 02. John V. Boyer 03. Patricia W. Chadwick 04. Peter S. Drotch 05. Martin J. Gavin 06. Russell H. Jones 07. Patrick W. Kenny 08. Joseph E. Obermeyer 09. Sheryl K. Pressler 10. Christopher P. Sullivan 11. Roger B. Vincent 12. Shaun P. Mathews INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2. To transact such other business as may properly come before the Annual Meeting. B Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box / / 608999900109999999999 + xxxxxxxxxxxxxx VOY 28754 M xxxxxxxx