Your vote at the upcoming Annual Meeting of Shareholders on July 9, 2020 is critical to ensure the continuity of the Board of Voya Prime Rate Trust (PPR), which has overseen a successful current income strategy and is committed to enhancing the value of your shares. Your Board consists of eight Trustees with decades of experience in the aggregate protecting the interests of shareholders. They possess the critical skills, qualifications, requisite expertise, and diverse backgrounds to oversee your investment and act in the best interest of all shareholders.
In light of current volatile and uncertain markets, the continuity of the Fund's oversight and governance structure has never been more important. Your vote for the Board's slate of nominees will help ensure the stability of the Fund's operations.
It is unfortunate at this time to find that a hedge fund managed by Saba Capital Management (together with the hedge fund, "Saba") wants to replace your highly-qualified Board and dismantle leadership in order to generate short-term profits for themselves at your expense. All seven current independent Board members were initially identified and nominated by the existing independent Board members and have no affiliation with, and are completely independent of, Voya and Saba. In contrast, all eight persons nominated by Saba were recruited by Saba, including two nominees who currently hold senior positions within Saba, which may cause them to favor Saba's interests over those of other shareholders.
The current members of the Fund Board are ideally suited to continue serving as Fund fiduciaries in light of, among others, the following strengths:
■They have significant familiarity and knowledge regarding the Fund and its portfolio managers, investment strategies, leverage arrangements, and key affiliated and unaffiliated service providers, thereby supporting the continuity and stability of the Fund's operations;
■Their oversight benefits from well-established processes and working relationships as a group of Trustees both among themselves and with the Fund's service providers, which helps realize synergies and cost efficiencies that exist from overseeing the entire Voya family of funds;
■They monitor continuously the Fund's expense ratio and costs borne by shareholders, including the determination that the Adviser and not the shareholders should bear the costs associated with opposing the proxy contest caused by Saba.
Your current Board possesses extensive knowledge of the financial services sector. The Trustees' collective skill sets include specific expertise relevant to the Fund, which is essential to its operations and strategy. All have a track record of acting in the interests of all shareholders, unlike Saba's inexperienced and potentially biased slate of nominees.
YOUR HIGHLY-QUALIFIED, DIVERSE AND EXPERIENCED BOARD IS COMMITTED TO PROTECTING
YOUR INVESTMENT IN VOYA PRIME RATE TRUST