Washington, D.C. 20549
Item 4. Principal Accountant Fees and Services.
Below are the amount of fees that Ernst & Young LLP (“EY”),
the Fund’s current Independent Registered Public Accounting Firm, billed to the Fund during the Fund’s fiscal year ended February 28,
2021 and February 29, 2020 and the amount of fees that the previous independent public accounting firm billed to the Fund during
the Fund’s fiscal year ended February 28, 2021 and February 29, 2020.
|
|
(a)
|
Audit Fees(1):
The aggregate fees billed for each of the last two fiscal years for professional services rendered by Ernst &
Young LLP (“EY”), 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 $23,900 for the year ended February 28, 2021 and $24,650 for the year ended February 29, 2020.
|
|
|
(b)
|
Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by EY
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 $0 for the year ended February 28, 2021 and $0 for the year ended February 29, 2020.
|
|
|
(c)
|
Tax Fees (2):
The aggregate fees billed in each of the last two fiscal years for professional services rendered by EY for tax compliance, tax advice,
and tax planning were $1,950 for the year ended February 28, 2021 and $0 for the year ended February 29, 2020. 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(3):
The aggregate fees billed in each of the last two fiscal years for products and services provided by EY, other than the services reported
in paragraphs (a) through (c) of this Item were $0 for the year ended February 28, 2021 and $0 for the year ended February 29,
2020.
|
(1) For
the fiscal years ended February 28, 2021, and February 29, 2020, the previous independent public accounting firm billed
$0 and $2,504, respectively, for Audit Fees.
(2) For
the fiscal years ended February 28, 2021, and February 29, 2020, the previous independent public accounting firm billed
$728 and $11,250, respectively, for Tax Fees.
(3) For
the fiscal years ended February 28, 2021, and February 29, 2020, the previous independent public accounting firm billed
$0 and $40, respectively, for All Other Fees.
|
|
(e)(1)
|
Audit Committee Pre-Approval
Policies and Procedures
|
Appendix A
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 on Exhibit 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.
II. Audit
Services
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-CEN
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.
IV. Tax
Services
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.
V. Other
Services
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).
VII. Procedures
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.
VIII. Delegation
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.
Last Approved: November 19, 2020
Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2021 through December 31, 2021
|
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 $750 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, 2021 through December 31, 2021
|
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
|
|
|
|
|
|
Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2021 through December 31, 2021
|
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,
2021 through December 31, 2021
|
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
|
|
Ernst & Young LLP Passive Foreign Investment Company (“PFIC”) Analyzer
|
|
√
|
Not to exceed $95,000 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, tax compliance services in foreign jurisdictions and similar routine tax consultations as requested.
|
√
|
|
Not to exceed $300,000 during the Pre-Approval Period
|
Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2021 through December 31, 2021
|
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)
Cost to be borne 50% by the Funds and 50% by Voya Investments,
LLC.
|
√
|
√
|
Not to exceed $5,700 per Fund during the Pre-Approval 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, 2021 to December 31, 2021
|
|
·
|
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 NATURAL RESOURCES EQUITY INCOME FUND
VOYA SENIOR INCOME FUND
VOYA SEPARATE PORTFOLIOS TRUST
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 EY 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, 2021 and February 29, 2020; 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
|
|
|
2021(1)
|
|
|
|
2020(1)
|
|
|
Voya Natural Resources Equity Income Fund
|
|
$
|
1,950
|
|
|
$
|
0
|
|
|
Voya Investments, LLC (2)
|
|
$
|
16,501,954
|
|
|
$
|
10,639,517
|
|
(1) For
the years ended February 28, 2021, and February 29, 2020, the previous independent public accounting firm billed
the Registrant $728 and $11,290, respectively, for Non-Audit Fees.
(2) 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 EY’s independence.
|
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: September
11, 2020
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 the Reporting 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 the Proxy 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 the Proxy 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 the Counsel 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 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.
|
Page
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2
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
Proxy Group
The members of the Proxy Group, which may
include employees of the Advisor’s affiliates, are identified in Exhibit 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 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.
|
|
Page
|
3
|
|
Revision Date: September 11, 2020
|
|
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:
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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.
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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.
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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.
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Proxy Voting Procedures and Guidelines for
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The Proxy Coordinator will review
matters requiring Case-by-Case consideration to determine if the Proxy 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:
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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.
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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.
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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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Proxy Voting Procedures and Guidelines for
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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:
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The issuer is a vendor whose products
or services are material to the Voya Funds, the Advisor or their affiliates;
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The issuer is an entity participating
to a material extent in the distribution of the Voya Funds;
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The issuer is a significant executing
broker dealer;
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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
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The issuer is Voya Financial.
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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 the Roles 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:
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The applicable Procedures and Guidelines
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The Proxy Advisory Firm recommendation
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The Investment Professional(s)’s
recommendation, if available
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Any resources used by the Proxy Group
in arriving at its recommendation
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Counsel’s findings
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Conflicts Report(s) and/or any other written
materials establishing whether a conflict of interest exists.
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Proxy Voting Procedures and Guidelines for
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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:
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Is independent from the Advisor
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Has resources that indicate it can competently
provide analysis of proxy issues
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Can make recommendations in an impartial
manner and in the best interests of the Funds and their beneficial owners
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Has adequate compliance policies and procedures
to:
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Ensure that its proxy voting recommendations are based on current and accurate information
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Identify and address conflicts of interest.
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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 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:
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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.
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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.
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Proxy Voting Procedures and Guidelines for
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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:
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Each Investing Fund will “echo”
vote its interests in an underlying fund, if the underlying fund has shareholders other than the Investing Fund.
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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.
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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.
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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 the Reporting 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 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.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
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:
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1.
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Voted Out-of-Guidelines, including any proposals voted Out-of-Guidelines as a result of special
circumstances raised by an Investment Professional;
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2.
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Voted Within-Guidelines in cases when the Proxy Group did not agree with an Investment Professional’s
recommendation;
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3.
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Referred to the Compliance Committee for determination.
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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:
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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.
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A record of each vote cast on behalf of
a Fund.
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A copy of any Advisor-created document
that was material to making a proxy vote decision, or that memorializes the basis for that decision.
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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.
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A record of all recommendations from Investment
Professionals to vote contrary to the Guidelines.
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All proxy questions/recommendations that
have been referred to the Compliance Committee, and all applicable recommendations, analyses, research, Conflict Reports, and vote
determinations.
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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 Procedures and Guidelines for the Voya Funds and Advisor
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 the Funds’ ballots 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
a CASE-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 considered CASE-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 a CASE-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 to CASE-BY-CASE proposals for which a contrary recommendation
from the relevant Investment Professional(s) is being utilized.
The rationale and vote recommendation from
Investment Professionals will be given primary consideration with respect to CASE-BY-CASE proposals being considered on
behalf of the relevant Fund.
The Fund’s policy is to not support
proposals that would negatively impact the existing rights of the Funds’ beneficial owners. Depending on the relevant market,
appropriate opposition may be expressed as an ABSTAIN, AGAINST, or WITHHOLD vote.
Consider on a CASE-BY-CASE basis
competing shareholder and board proposals that appear on the same agenda at uncontested proxies.
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, given the differing regulatory
and legal requirements, market practices, and political and economic systems existing in various international markets, the Funds
will:
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Vote AGAINST international proxy
proposals when the Proxy Advisory Firm recommends voting AGAINST such proposal because relevant disclosure by the company,
or the time provided for consideration of such disclosure, is inadequate;
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
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Consider proposals that are associated
with a firm AGAINST vote on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends their support when:
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The company or market transitions to better
practices (e.g., having committed to new regulations or governance codes);
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The market standard is stricter than the
Fund’s guidelines; or
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It is the more favorable choice when shareholders
must choose between alternate proposals.
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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 a CASE-BY-CASE basis when unusual or controversial circumstances
so dictate.
Proxy Contests:
Consider votes in contested elections on
a CASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).
Uncontested
Proxies:
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The Board of Directors
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Overview
The Funds may 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.
In cases where the lodging of disagreement
by the Funds is assigned to the board of directors, support will be withheld from the director(s) deemed responsible. Responsibility
may be attributed to the entire board, a committee, or an individual, and the Funds will apply a vote accountability guideline
(“Vote Accountability Guideline”) specific to the concerns under review. For example:
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Relevant committee chair
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Relevant committee member(s)
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Board chair.
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If director(s) to whom responsibility has
been attributed is not standing for election (e.g., the board is classified), support will typically not be withheld from
other directors in their stead. Additionally, the Funds will typically vote FOR a director 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:
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Bundled slates of directors (e.g.,
Canada, France, Hong Kong, or Spain);
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In markets with term lengths capped by
regulation or market practice, directors whose terms exceed the caps or are not disclosed; or
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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.
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For companies with multiple slates in Italy,
follow the Proxy Advisory Firm’s standards for assessing which slate is best suited to represent shareholder interests.
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Revision Date: September 11, 2020
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Independence
Director
and Board/Committee Independence
The Funds 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 board independence.
The Funds will consider non-independent
directors standing for election on a Case-by-Case basis when the full board
or committee does not meet the market independence requirements.
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WITHHOLD support from the non-independent
nominating committee chair or non-independent board chair, and if necessary, fewest non-independent directors including the Founder,
Chairman or CEO if their removal would achieve the independence requirements across the remaining board or key committee, 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.
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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 country or market listing exchange.
|
|
·
|
WITHHOLD support from key committee
slates if they contain non-independent directors in the election, unless the composition is acceptable under the relevant country
or market listing exchange requirements.
|
|
·
|
WITHHOLD support from non-independent
nominating committee chair, board chair, and/or directors if the full board serves as a key committee, or the board has not established
the committee, and relevant country or market listing exchange requires such establishment.
|
Self-Nominated/Shareholder-Nominated
Director Candidates
Consider self-nominated or shareholder-nominated
director candidates on a CASE-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);
|
|
·
|
The candidate’s agenda is not in
line with the long-term best interests of the company; or
|
|
·
|
Multiple self-nominated candidates are
being 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
Vote AGAINST 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 a CASE-BY-CASE basis.
Shareholder
Proposals Regarding Board/Key Committee Independence
Vote AGAINST shareholder proposals
asking that the independence be greater than that required by the country or market listing exchange, or asking to redefine director
independence.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Board
Member Roles and Responsibilities
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).
WITHHOLD support on nominating committee
members according to the Vote Accountability Guideline if a director has three or more years of poor attendance without a valid
reason for the absences.
The two-year attendance policy shall be
applied to attendance of statutory auditors at Japanese companies.
Over-boarding
Consider on a CASE-BY-CASE basis
directors who sit on more than two public boards in addition to their own and are named executives officers at any of the companies,
potentially WITHHOLD support only at their outside boards.
Vote FOR non-executive directors
without regard to “over-boarding” issues, unless when in conjunction with attendance issues during the most recent
year. Consider such circumstances on a Case-by-Case basis.
Vote AGAINST shareholder proposals
limiting the number of public company boards on which a director may serve.
Combined
Chairman / CEO Role
Vote FOR 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 requiring Case-by-Case consideration are raised (e.g.,
former CEOs proposed as board chairmen in markets, such as the United Kingdom, for which best practice recommends
against such practice).
Vote AGAINST 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 a CASE-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 vote FOR 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 (excluding
Japan)
Consider directors on a CASE-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
an adequate diversity policy or practice.
Consider shareholder proposals on a CASE-BY-CASE
basis that request the company to improve / promote diversity and/or diversity-related disclosure.
Return
on Equity
Vote FOR
the top executive at companies in Japan 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
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.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Where applicable, votes on compensation
committee members in connection with compensation practices should be considered on a Case-by-Case
basis:
|
·
|
Say on Pay responsiveness. Compensation
committee members may be opposed 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 a CASE-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 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. Vote FOR compensation
committee members receiving an adverse recommendation by the Proxy Advisory Firm 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 a CASE-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 a CASE-BY-CASE basis.
Accounting
Practices
Consider audit committee members, the company’s
CEO or CFO, if nominated as directors, or the board chair or lead director, on a CASE-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.
|
|
·
|
Company has not yet had a full year to
remediate the concerns since the time they were identified.
|
|
·
|
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.
|
Vote FOR 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 on a CASE-BY-CASE
basis when the Proxy Advisory Firm cites them for problematic actions including a lack of due diligence in relation to a major
transaction (e.g. a merger or an acquisition), material failures, lack of risk oversight, scandals, malfeasance, or negligent
internal controls at the company or that of an affiliate, 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.
|
Consider members of the nominating committee
on a CASE-BY-CASE basis when a director with the above concerns is being nominated to serve on the board.
Consider on a CASE-BY-CASE basis
when the Proxy Advisory Firm recommends withholding support from any director due to share 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 (a) all members
of the governance committee, or nominating committee if a formal governance committee has not been established, and (b) directors
holding shares with superior voting rights if the company is controlled by means of a dual class share with superior / exclusive
voting rights and does not have a reasonable sunset provision; i.e., fewer than five years.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Consider on a CASE-BY-CASE basis
all directors if no governance or nominating committee directors are under consideration or if the company does not have governance
or nominating committees. Investment Professionals that have day-to-day portfolio management responsibility for such companies
may 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 (a)
unilaterally adopting by-law amendments that have a negative impact on existing shareholder rights or functions as a diminution
of shareholder rights, and which are not specifically addressed under the Guidelines, or (b) failing to remove or subject to a
reasonable sunset provision such by-laws.
Anti-Takeover
Measures
WITHHOLD support according to the
Vote Accountability Guideline if the company implements excessive anti-takeover measures.
WITHHOLD support according to the
Vote Accountability Guideline if the company fails to remove restrictive poison pill features, ensure a pill’s expiration,
or submit the poison pill in a timely manner to shareholders for vote, unless a company has implemented a policy that should reasonably
prevent abusive use of its poison pill.
Board Responsiveness
Vote FOR if the majority-supported
shareholder proposal has been reasonably addressed.
|
|
o
|
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 a shareholder proposal received majority support 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 a CASE-BY-CASE basis.
Vote FOR when the issue relevant
to the majority negative vote has been adequately addressed or cured, which may include disclosure of the board’s rationale.
WITHHOLD support according to the
Vote Accountability Guideline if the above provision has not been satisfied.
Board–Related
Proposals
Classified/Declassified
Board Structure
Vote AGAINST 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).
Vote FOR proposals to repeal classified
boards and to elect all directors annually.
Board Structure
Vote FOR management proposals to
adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board does not
meet the country or market listing exchange independence requirements, corporate governance concerns have been identified, or the
proposal may result in a material reduction in shareholders’ rights.
For companies in Japan, 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
Vote FOR proposals seeking a board
range if the range is reasonable in the context of market practice and anti-takeover considerations; however, vote AGAINST
if seeking to remove shareholder approval rights or the board fails to meet market independence requirements.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Director and Officer
Indemnification and Liability Protection
Consider on
a CASE-BY-CASE basis proposals on director and officer indemnification and liability protection, using Delaware law as
the standard.
Vote against
proposals to limit or eliminate entirely directors’ and officers’ liability in connection with monetary
damages for violating the duty of care.
Vote against
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
Vote FOR
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.
Vote FOR
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
Vote FOR
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.
Vote AGAINST
shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.
Filling Board Vacancies
/ Removal of Directors
Vote AGAINST
proposals that allow directors to be removed only for cause.
Vote FOR
proposals to restore shareholder ability to remove directors with or without cause.
Vote AGAINST
proposals that allow only continuing directors to elect replacements to fill board vacancies.
Vote FOR
proposals that permit shareholders to elect directors to fill board vacancies.
Stock Ownership
Requirements
Vote AGAINST
such shareholder proposals.
Term Limits / Retirement
Age
Vote FOR
management proposals and AGAINST 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
Vote FOR
proposals seeking an annual say on pay, and AGAINST those seeking less frequent.
Proposals to Provide
an Advisory Vote on Executive Compensation (Canada)
Vote FOR
if it is an ANNUAL vote, unless the company already provides shareholders with an annual vote.
Executive Pay
Evaluation
Advisory
Votes on Executive Compensation (Say on Pay) and Remuneration Reports or Committee Members in Absence of Such Proposals
Vote FOR
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.
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Revision Date: September 11, 2020
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Consider on a CASE-BY-CASE
basis:
|
·
|
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).
|
Vote AGAINST:
|
·
|
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 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.
|
|
·
|
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 in international 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.
|
Vote ABSTAIN:
|
·
|
Legacy
single trigger severance provisions in plans, contracts, or payments that do not require
an actual change in control in order to be triggered, unless such provisions were previously
opposed by a Fund.
|
Golden
Parachutes
Vote to ABSTAIN
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, vote AGAINST due to single or modified-single trigger severance provisions; otherwise consider
on a CASE-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.
|
|
·
|
Excessive
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
a CASE-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:
|
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Revision Date: September 11, 2020
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|
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Vote FOR 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.
|
|
·
|
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.
|
Vote AGAINST if the plan:
|
·
|
Exceeds
recommended costs (U.S. or Canada).
|
|
·
|
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)
Vote AGAINST if the amendment
procedures do not preserve shareholder approval rights.
Stock Option Plans
for Independent Internal Statutory Auditors (Japan)
Vote AGAINST.
Matching Share Plans
Vote AGAINST
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
Vote FOR
cash-based proposals.
Consider on
a CASE-BY-CASE basis equity-based proposals and patterns of excessive pay.
Bonus Payments (Japan)
Vote FOR
if all payments are for directors or auditors who have served as executives of the company, and AGAINST if any payments
are for outsiders.
Bonus Payments –
Scandals
Vote AGAINST
bonus proposals for a retiring director or continuing director or auditor when culpability can be attributed to the nominee.
Consider on
a CASE-BY-CASE basis bundled bonus proposals for retiring directors or continuing directors or auditors when culpability
cannot be attributed to all nominees.
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Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Severance Agreements
Vesting of Equity
Awards upon Change in Control
Vote FOR
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.
Vote AGAINST
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
Vote FOR
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
Vote AGAINST
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.
Vote FOR
shareholder proposals seeking double triggers on change in control cash severance provisions.
Compensation-Related
Shareholder Proposals
Executive and Director
Compensation
Vote AGAINST
shareholder proposals that seek to impose new compensation structures or policies; however, consider on a CASE-BY-CASE
basis if evidence exists of abuse in historical compensation practices.
Holding Periods
Vote AGAINST
shareholder proposals requiring mandatory periods for officers and directors to hold company stock.
Submit Severance
and Termination Payments for Shareholder Ratification
Vote FOR
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
Vote FOR
management proposals except in such cases as indicated below.
Consider on
a CASE-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).
|
|
·
|
There
is evidence of excessive compensation relative to the size and nature of the company.
|
Vote AGAINST
if the company has failed to disclose auditors’ fees.
Vote FOR
shareholder proposals asking the company to present its auditor annually for ratification.
Auditor
Independence
Consider on
a CASE-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
Vote AGAINST shareholder
proposals asking for mandatory audit firm rotation.
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|
Proxy Voting Procedures and Guidelines for the Voya Funds and Advisor
Indemnification
of Auditors
Vote AGAINST
the indemnification of auditors.
Independent Statutory
Auditors (Japan)
Vote AGAINST
if the candidate is or was affiliated with the company, its main bank, or one of its top shareholders.
Vote AGAINST
incumbent directors at companies implicated in scandals or exhibiting poor internal controls.
Vote FOR
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
Vote FOR
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
Vote FOR
if the change or policy is editorial in nature or if shareholder rights are protected.
Vote AGAINST
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 for Japanese companies:
|
·
|
Vote
FOR management proposals to amend a company’s articles to expand its business
lines in line with its current industry.
|
|
·
|
Vote
FOR 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, vote AGAINST 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, voting AGAINST
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
Vote FOR
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.
Vote FOR
amendments to corporate documents or other actions promoting a majority standard.
Cumulative
Voting
Vote FOR
shareholder proposals to restore or permit cumulative voting.
Vote AGAINST
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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20
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|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
Confidential Voting
Vote FOR management proposals to
adopt confidential voting.
Vote FOR 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 honors 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 a CASE-BY-CASE basis.
Vote AGAINST fair price provisions
with shareholder vote requirements greater than a majority of disinterested shares.
Poison Pills
Vote AGAINST management proposals
in connection with poison pills or anti-takeover activities (e.g., disclosure requirements or issuances, transfers, or repurchases)
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.
Vote FOR 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 a CASE-BY-CASE basis
shareholder proposals to redeem a company’s poison pill.
Proxy Access
Vote FOR 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 a CASE-BY-CASE basis shareholder and management proposals
that appear on the same agenda.
Vote FOR management proposals also
supported by the Proxy Advisory Firm.
Quorum Requirements
Consider on a CASE-BY-CASE basis
proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.
Exclusive Forum
Vote FOR 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 a CASE-BY-CASE basis.
Reincorporation Proposals
Consider proposals to change a company’s
state of incorporation on a CASE-BY-CASE basis.
Vote FOR 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.
|
|
Page
|
21
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
Vote FOR management reincorporation
proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported.
Vote AGAINST shareholder reincorporation
proposals not also supported by the company.
Shareholder Advisory Committees
Consider on a CASE-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 a CASE-BY-CASE basis.
Vote FOR shareholder proposals that
provide shareholders with the ability to call special meetings when any 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
Vote AGAINST 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 a CASE-BY-CASE basis, voting FOR if the above conditions are present.
Vote FOR shareholder proposals seeking
the right to act by written consent if the above conditions are not present.
State Takeover Statutes
Consider on a CASE-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
Vote AGAINST proposals to require
a supermajority shareholder vote and FOR proposals to lower supermajority shareholder vote requirements; except,
Consider on a CASE-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
Vote AGAINST proposals to implement,
and FOR 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 a CASE-BY-CASE basis, voting with the Proxy Advisory
Firm’s recommendation, unless a contrary recommendation from the relevant Investment Professional(s) is utilized.
Vote AGAINST proposals authorizing
excessive discretion to a board.
|
Page
|
22
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
Capital
Common Stock Authorization
Consider proposals to increase the
number of shares of common stock authorized for issuance on a CASE-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, a company-specific qualitative review (e.g., considering rationale and
prudent historical usage) will be utilized.
Vote FOR 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.
Vote FOR 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, vote AGAINST:
|
|
·
|
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
Vote AGAINST:
|
|
·
|
Proposals to create or perpetuate dual
class capital structures with unequal voting rights (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.
|
Vote FOR proposals to eliminate
dual class capital structures.
General Share Issuances / Increases in Authorized
Capital
Consider specific issuance requests on
a Case-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 a CASE-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
Vote FOR 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 a CASE-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).
|
Vote AGAINST 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).
|
Page
|
23
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
Vote FOR 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.
Vote AGAINST where the company expressly
states that, or fails to disclose whether, the stock may be used as a takeover defense.
Vote FOR 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:
|
|
·
|
Vote FOR 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.
|
|
|
·
|
Vote FOR 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.
|
|
|
·
|
Vote AGAINST 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
Vote FOR 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
Vote FOR management proposals to
institute open-market share repurchase plans in which all shareholders may participate on equal terms, but vote AGAINST
plans with terms favoring selected parties.
Vote FOR management proposals to
cancel repurchased shares.
Vote AGAINST 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 a CASE-BY-CASE basis, giving primary consideration to input from the relevant Investment Professional(s).
Stock Distributions: Splits and Dividends
Vote FOR 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 a CASE-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 to Japanese
and South 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 a CASE-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.
|
Vote FOR such management proposals
by companies in other markets.
Vote AGAINST 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”)).
|
Page
|
24
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
In any market, in the event
multiple proposals regarding dividends are on the same agenda, consider on a CASE-BY-CASE basis.
Stock (Scrip) Dividend Alternatives
Vote FOR most stock (scrip) dividend
proposals, but vote AGAINST 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 a CASE-BY-CASE basis, giving primary consideration to the input from the relevant Investment Professional(s).
Capitalization of Reserves
Vote FOR 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)
Vote AGAINST proposals authorizing
excessive discretion to a board to issue or set terms for debt instruments (e.g., commercial paper).
Vote FOR 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.
Vote AGAINST 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 a CASE-BY-CASE basis
proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.
Financing Plans
Vote FOR the adoption of financing
plans if they are in the best economic interests of shareholders.
Investment of Company Reserves (International)
Consider proposals on a case-by-case
basis.
Restructuring
Mergers and Acquisitions, Special Purpose Acquisition
Corporations (SPACs) and Corporate Restructurings
Vote FOR a proposal not typically
supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR
is recommended by the Proxy Advisory Firm or relevant Investment Professional(s).
Votes will be reviewed on a case-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 a CASE-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,
voting FOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the
request.
Related Party Transactions
Vote FOR 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.
|
Page
|
25
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
|
|
6-
|
Environmental, Social, and Governance 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.
|
Vote AGAINST shareholder proposals
seeking to:
|
|
·
|
Dictate corporate conduct;
|
|
|
·
|
Impose excessive costs or restrictions;
or
|
|
|
·
|
Duplicate policies already substantially
in place.
|
Shareholder proposals will
be considered CASE-BY-CASE if it appears that the
|
·
|
Information requested
would be helpful to shareholders, and is not duplicative to existing disclosed policies or practices;
|
|
·
|
Company has been subject to significant
controversies, litigation, fines, or has suffered punitive damages, penalties, or reputational risk in connection with the relevant
issue; or
|
|
·
|
Issue is material to the
company.
|
Vote FOR shareholder proposals if
it appears that:
|
|
·
|
Stewardship has fallen
short or disclosure practices / policy development lags that of
its peers.
|
Approval of Donations
Vote FOR proposals if they are for
single- or multi-year authorities and prior disclosure of amounts is provided. Otherwise, vote AGAINST such proposals.
Routine Management Proposals
Consider proposals on a CASE-BY-CASE
basis when the Proxy Advisory Firm recommends voting AGAINST.
Authority to Call Shareholder Meetings on Less
than 21 Days’ Notice
For companies in the United Kingdom,
consider on a CASE-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
Vote AGAINST 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 a CASE-BY-CASE basis
if there are other concerns regarding severance/termination payments.
Vote AGAINST if there is concern
about the company’s financial accounts and reporting, including related party transactions.
Vote AGAINST 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.
Vote FOR 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.
|
Page
|
26
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
Other Business
Vote AGAINST proposals for Other
Business.
Adjournment
|
|
·
|
Vote
FOR when presented with a primary proposal such as a merger or corporate restructuring that is also supported.
|
|
|
·
|
Vote
AGAINST when not presented with a primary proposal, such as a merger, and a proposal on the ballot is being opposed.
|
|
|
·
|
Consider
other circumstances on a CASE-BY-CASE basis.
|
Changing Corporate Name
Vote FOR 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 voted FOR, 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.
|
Vote AGAINST any proposals that
would otherwise be opposed under these Guidelines.
Bundled Proposals
Vote FOR if all of the bundled items
are supported by these Guidelines.
Consider on a CASE-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
Vote FOR the establishment of new
classes or series of shares.
Hire and Terminate Sub-Advisors
Vote FOR management proposals that
authorize the board to hire and terminate sub-advisors.
Master-Feeder Structure
Vote FOR the establishment of a
master-feeder structure.
Establish Director Ownership Requirement
Vote AGAINST shareholder proposals
for the establishment of a director ownership requirement. All other matters should be examined on a CASE-BY-CASE basis.
|
Page
|
27
|
|
Revision Date: September 11, 2020
|
|
Proxy Voting Procedures and Guidelines for
the Voya Funds and Advisor
Exhibit 1 – Voting
Members of the Proxy Group
|
Name
|
Title
or Affiliation
|
|
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 Senior Counsel, Voya Funds Services, LLC
|
|
Jonathan Nash*
|
Senior Vice President Risk Management, Voya Investments, LLC
|
Effective as of August 21, 2020
*Non-voting member
|
Page
|
28
|
|
Revision Date: September 11, 2020
|
|
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:
Paul Zemsky is the chief
investment officer and founder of the Multi-Asset Strategies and Solutions Team (MASS) at Voya Investment Management. He is responsible
for the firm’s suite of value-added, customized and off-the-shelf products and solutions that are supported by the team’s
asset allocation, manager research, quantitative research, portfolio implementation and multi-manager capabilities. Prior to joining
the firm, he co-founded CaliberOne Private Funds Management, a macro hedge fund. Paul began his career at JPMorgan Investment Management,
where he held a number of key positions, including head of investments for over $300 Billion of Fixed Income assets. Paul is a member
of the firm’s Management Committee and a board member of Pomona Capital. He holds a dual degree in finance and electrical engineering
from the Management and Technology Program at the University of Pennsylvania and holds the Chartered Financial Analyst®
designation.
Vincent Costa is
head of the global quantitative equities team and a portfolio manager for the active quantitative and fundamental large cap value strategies
at Voya Investment Management. Previously at Voya, Vinnie was head of portfolio management for quantitative equity. Prior to joining
Voya, he managed quantitative equity investments at both Merrill Lynch Investment Management and Bankers Trust Company. Vinnie earned
an MBA in finance from New York University's Stern School of Business, a BS in quantitative business analysis from Pennsylvania State
University, and is a CFA® Charterholder.
Peg DiOrio is
head of quantitative equity portfolio management and a portfolio manager for the active quantitative strategies at Voya Investment Management.
Prior to joining Voya, she was a quantitative analyst with Alliance Bernstein/Sanford C. Bernstein responsible for multivariate and time
series analysis for low volatility strategies, global equities, REITs, and options. Prior to that, she was a senior investment planning
analyst with Sanford C. Bernstein. Peg formerly served as president of the Society of Quantitative Analysts and continues to serve on
the board of directors. She is on the external advisory board for the Applied Math and Statistics Department of Stony Brook University.
Peg earned a MS in Applied Mathematics, Statistics and Operations Research from the Courant Institute of Mathematical Sciences, NYU and
a BS from SUNY Stony Brook. Peg is a CFA® Charterholder.
Steven Wetter is
a portfolio manager on the global quantitative equity team at Voya Investment Management responsible for the index, research enhanced
index and smart beta strategies. Prior to joining Voya, Steve was co-head of international indexing at BNY Mellon responsible for managing
ETFs, index funds and quantitative portfolios. Prior to that, he held similar positions at Northern Trust and Bankers Trust. Steve earned
an MBA in finance from New York University's Stern School of Business and a BA from the University of California at Berkeley.
(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, 2021, unless
otherwise indicated.
Voya Natural Resources Equity Income Fund (IRR)
|
|
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)
|
|
Paul Zemsky
|
53
|
$19,508,121,525
|
19
|
$4,373,295,475
|
0
|
$0
|
|
Vincent Costa
|
22
|
$11,452,191,159
|
26
|
$823,984,961
|
11
|
$397,227,183
|
|
Peg DiOrio
|
15
|
$ 4,501,028,800
|
0
|
$0
|
5
|
$112,935,548
|
|
Steven Wetter
|
28
|
$24,066,850,994
|
2
|
$477,506,791
|
5
|
$853,036,777
|
(a)(2)(iv) Conflicts of Interest
A portfolio manager may be subject to potential
conflicts of interest because the portfolio manager is responsible for other accounts in addition to the Fund. These other accounts may
include, among others, other mutual funds, separately managed advisory accounts, commingled trust accounts, insurance, wrap fee programs
and hedge funds. Potential conflicts may arise out of the implementation of differing investment strategies for the portfolio manager’s
various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio
manager’s accounts.
A potential conflict of interest may arise as
a result of the portfolio manager’s responsibility for multiple accounts with similar investment guidelines. Under these circumstances,
a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment
available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise
when multiple accounts seek to dispose of the same investment.
A portfolio manager may also manage accounts whose
objectives and policies differ from those of the Fund. These differences may be such that under certain circumstances, trading activity
appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio
manager. For example, if an account were to sell a significant position in a security, which could cause the market price of that security
to decrease, while the Fund maintained its position in that security.
A potential conflict may arise when a portfolio
manager is responsible for accounts that have different advisory fees — the difference in the fees may create an incentive for the
portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities.
This conflict may be heightened where an account is subject to a performance-based fee.
As part of its compliance program, VIM has adopted
policies and procedures reasonably designed to address the potential conflicts of interest described above. Finally, a potential conflict
of interest may arise because the investment mandates for certain other accounts, such as hedge funds, may allow extensive use of short
sales which, in theory, could allow them to enter into short positions in securities where other accounts hold long positions. Voya IM
has policies and procedures reasonably designed to limit and monitor short sales by the other accounts to avoid harm to the Fund.
(a)(3) Compensation
Compensation consists of: (i) a fixed base
salary; (ii) a bonus, which is based on Voya IM performance, one-, three-, and five-year pre-tax performance of the accounts the
portfolio managers are primarily and jointly responsible for relative to account benchmarks, peer universe performance, and revenue growth
and net cash flow growth (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments)
of the accounts they are responsible for; and (iii) long-term equity awards tied to the performance of our parent company, Voya Financial, Inc.
and/or a notional investment in a predefined set of Voya IM sub-advised funds.
Portfolio managers are also eligible to receive
an annual cash incentive award delivered in some combination of cash and a deferred award in the form of Voya stock. The overall design
of the annual incentive plan was developed to tie pay to both performance and cash flows, 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. Investment performance is measured on both relative and absolute performance in all areas.
The measures for each team are outlined on a “scorecard”
that is reviewed on an annual basis. These scorecards measure investment performance versus benchmark and peer groups over one-, three-,
and five-year periods; and year-to-date net cash flow (changes in the accounts’ net assets not attributable to changes in the value
of the accounts’ investments) for all accounts managed by each team. The results for overall Voya IM scorecards are typically calculated
on an asset weighted performance basis of the Investment professionals’ performance measures for bonus determinations are weighted
by 25% being attributable to the overall Voya IM performance and 75% attributable to their specific team results (65% investment performance,
5% net cash flow, and 5% revenue growth).
Voya IM’s long-term incentive plan is designed
to provide ownership-like incentives to reward continued employment and to link long-term compensation to the financial performance of
the business. Based on job function, internal comparators and external market data, employees may be granted long-term awards. All senior
investment professionals participate in the long-term compensation plan. Participants receive annual awards determined by the management
committee based largely on investment performance and contribution to firm performance. Plan awards are based on the current year’s
performance as defined by the Voya IM component of the annual incentive plan. Awards typically include a combination of performance shares,
which vest ratably over a three-year period, and Voya restricted stock and/or a notional investment in a predefined set of Voya IM sub-advised
funds, each subject to a three-year cliff-vesting schedule.
If a portfolio manager’s base salary compensation
exceeds a particular threshold, he or she may participate in Voya’s deferred compensation plan. The plan provides an opportunity
to invest deferred amounts of compensation in mutual funds, Voya stock or at an annual fixed interest rate. Deferral elections are done
on an annual basis and the amount of compensation deferred is irrevocable.
(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, 2021, 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
|
|
Paul Zemsky
|
|
None
|
|
Vincent Costa
|
|
None
|
|
Peg DiOrio
|
|
None
|
|
Steven Wetter
|
|
None
|
(b) None.
Item 9. Purchases of Equity Securities by Closed-End
Management Investment Company and Affiliated Purchasers.
|
Period*
|
Total Number of
Shares (or Units)
Purchased
|
Average Monthly Price
Paid Per Share (or Unit)
|
Total Number of
Shares (or Units)
Purchased as Part
of
Publicly
Announced Plans or
Programs
|
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
|
|
Mar 1-31, 2020
|
0
|
$0.00
|
0
|
2,273,674
|
|
April 1-30, 2020
|
0
|
$0.00
|
0
|
2,273,674
|
|
May 1-31, 2020
|
0
|
$0.00
|
0
|
2,273,674
|
|
June 1-30, 2020
|
0
|
$0.00
|
0
|
2,273,674
|
|
July 1-31, 2020
|
101,435
|
$2.48
|
101,435
|
2,172,239
|
|
Aug 1-31, 2020
|
246,427
|
$2.53
|
246,427
|
1,925,812
|
|
Sept 1-30, 2020
|
362,021
|
$2.51
|
362,021
|
1,563,791
|
|
Oct 1-31, 2020
|
241,937
|
$2.36
|
241,937
|
1,321,854
|
|
Nov 1-30, 2020
|
330,462
|
$2.46
|
330,462
|
991,392
|
|
Dec 1-31, 2020
|
150,542
|
$2.67
|
150,542
|
840,850
|
|
Jan 1-31, 2021
|
84,508
|
$2.81
|
84,508
|
756,342
|
|
Feb 1-28, 2021
|
118,668
|
$2.84
|
118,668
|
637,674
|
|
Total
|
1,636,000
|
|
1,636,000
|
|
*The Registrants repurchase program, which authorized the repurchase
of 2,273,674 shares, was announced on March 13,2020. Any repurchases made by the registrant pursuant to the program were made through
open-market transactions.
Item 10. Submission of Matters to a Vote of Security
Holders.
Not applicable.
