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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Voya Asia Pacific High Dividend Equity Income Fund | NYSE:IAE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.01 | -0.16% | 6.29 | 6.37 | 6.26 | 6.31 | 17,314 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22004
Voya Asia Pacific High Dividend Equity Income Fund
(Exact name of registrant as specified in charter)
7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ | 85258 | |
(Address of principal executive offices) | (Zip code) |
Huey P Falgout Jr., 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-800-992-0180
Date of fiscal year end: February 28
Date of reporting period: February 28, 2022
Item 1. Reports to Stockholders.
The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):
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Go Paperless with E-Delivery!
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Sign up now for on-line prospectuses, fund reports, and proxy statements.
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Just go to www.individuals.voya.com/page/e-delivery, follow the directions and complete the quick 5 Steps to Enroll.
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You will be notified by e-mail when these communications become available on the internet.
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Index
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Description
|
| |
| | MSCI All Country Asia Pacific ex-Japan® Index | | | |
A free float-adjusted market capitalization weighted index that is designed to measure
the equity market performance of Asia, excluding Japan.
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| |
|
Principal Investment Strategies and
Portfolio Managers’ Commentary |
| |
Voya Asia Pacific High Dividend Equity Income Fund
|
|
|
Geographic Diversification
as of February 28, 2022 (as a percentage of net assets) |
| |||
| | | | | |
| China | | |
31.6%
|
|
| Taiwan | | |
13.7%
|
|
| Australia | | |
13.6%
|
|
| India | | |
11.6%
|
|
| South Korea | | |
11.4%
|
|
| Hong Kong | | |
5.4%
|
|
| Singapore | | |
3.0%
|
|
| Indonesia | | |
2.4%
|
|
| Thailand | | |
1.4%
|
|
| Countries between 0.5% – 1.3%^ | | |
2.6%
|
|
| Assets in Excess of Other Liabilities* | | |
3.3%
|
|
| Net Assets | | |
100.0%
|
|
|
*
Includes short-term investments and exchange-traded funds.
|
| |||
|
^
Includes 3 countries, which each represents 0.5% – 1.3% of net assets.
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|
Portfolio holdings are subject to change daily.
|
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Top Ten Holdings
as of February 28, 2022* (as a percentage of net assets) |
| |||
| | | | | |
|
Taiwan Semiconductor Manufacturing Co., Ltd.
|
| |
6.9%
|
|
| Tencent Holdings Ltd. | | |
3.4%
|
|
| Samsung Electronics Co., Ltd. | | |
3.0%
|
|
| Alibaba Group Holding Ltd. | | |
2.1%
|
|
| BHP Group Ltd. Australian | | |
2.0%
|
|
| Infosys Ltd. | | |
1.5%
|
|
| China Construction Bank – H Shares | | |
1.5%
|
|
|
iShares MSCI All Country Asia ex Japan ETF
|
| |
1.4%
|
|
| MediaTek, Inc. | | |
1.3%
|
|
| Rio Tinto Ltd. | | |
1.2%
|
|
|
*
Excludes short-term investments.
|
| |||
|
Portfolio holdings are subject to change daily.
|
|
|
Voya Asia Pacific High Dividend Equity Income Fund
|
| |
Principal Investment Strategies and
Portfolio Managers’ Commentary |
|
|
Voya Asia Pacific High Dividend Equity Income Fund
|
| |
Portfolio Managers’ Report
|
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![]() |
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Average Annual Total Returns for the Periods Ended February 28, 2022
|
| | |||||||||||||||
| | | | |
1 Year
|
| |
5 Year
|
| |
10 Year
|
| | ||||||
| | Voya Asia Pacific High Dividend Equity Income Fund at Market Value | | | | | -6.21% | | | | | | 5.22% | | | |
2.04%
|
| |
| | MSCI All Country Asia Pacific ex-Japan® Index | | | | | -12.14% | | | | | | 7.70% | | | |
5.57%
|
| |
| | | | |
| ASSETS: | | | | | | | |
| Investments in securities at fair value* | | | | $ | 103,457,087 | | |
| Short-term investments at fair value† | | | | | 2,155,000 | | |
| Cash | | | | | 192,991 | | |
| Foreign currencies at value‡ | | | | | 31,851 | | |
| Receivables: | | | | | | | |
|
Dividends
|
| | | | 476,725 | | |
| Reimbursement due from Investment Adviser | | | | | 13,827 | | |
| Other assets | | | | | 5,574 | | |
|
Total assets
|
| | | | 106,333,055 | | |
| LIABILITIES: | | | | | | | |
| Payable for investment management fees | | | | | 86,731 | | |
| Payable to trustees under the deferred compensation plan (Note 6) | | | | | 5,574 | | |
| Payable for trustee fees | | | | | 567 | | |
| Payable for foreign capital gains tax | | | | | 418,624 | | |
| Other accrued expenses and liabilities | | | | | 98,251 | | |
| Written options, at fair value^ | | | | | 239,305 | | |
|
Total liabilities
|
| | | | 849,052 | | |
|
NET ASSETS
|
| | | $ | 105,484,003 | | |
| NET ASSETS WERE COMPRISED OF: | | | | | | | |
| Paid-in capital | | | | $ | 112,731,088 | | |
| Total distributable loss | | | | | (7,247,085) | | |
|
NET ASSETS
|
| | | $ | 105,484,003 | | |
|
*
Cost of investments in securities
|
| | | $ | 95,250,214 | | |
|
†
Cost of short-term investments
|
| | | $ | 2,155,000 | | |
|
‡
Cost of foreign currencies
|
| | | $ | 32,055 | | |
|
^
Premiums received on written options
|
| | | $ | 676,074 | | |
| Net assets | | | | $ | 105,484,003 | | |
| Shares authorized | | | | | unlimited | | |
| Par value | | | | $ | 0.010 | | |
| Shares outstanding | | | | | 11,898,854 | | |
| Net asset value | | | | $ | 8.87 | | |
| INVESTMENT INCOME: | | | | | | | |
| Dividends, net of foreign taxes withheld* | | | | $ | 3,470,513 | | |
|
Total investment income
|
| | | | 3,470,513 | | |
| EXPENSES: | | | | | | | |
| Investment management fees | | | | | 1,190,301 | | |
| Transfer agent fees | | | | | 22,671 | | |
| Shareholder reporting expense | | | | | 39,620 | | |
| Professional fees | | | | | 88,774 | | |
| Custody and accounting expense | | | | | 85,584 | | |
| Trustee fees | | | | | 4,534 | | |
| Miscellaneous expense | | | | | 30,286 | | |
|
Total expenses
|
| | | | 1,461,770 | | |
|
Waived and reimbursed fees
|
| | | | (51,596) | | |
|
Net expenses
|
| | | | 1,410,174 | | |
| Net investment income | | | | | 2,060,339 | | |
| REALIZED AND UNREALIZED GAIN (LOSS): | | | | | | | |
| Net realized gain (loss) on: | | | | | | | |
|
Investments (net of foreign capital gains taxes withheld^)
|
| | | | 8,030,551 | | |
|
Foreign currency related transactions
|
| | | | (64,072) | | |
|
Written options
|
| | | | 4,269,327 | | |
|
Net realized gain
|
| | | | 12,235,806 | | |
| Net change in unrealized appreciation (depreciation) on: | | | | | | | |
|
Investments (net of foreign capital gains taxes accrued#)
|
| | | | (16,792,489) | | |
|
Foreign currency related transactions
|
| | | | 6,241 | | |
|
Written options
|
| | | | (147,588) | | |
| Net change in unrealized appreciation (depreciation) | | | | | (16,933,836) | | |
| Net realized and unrealized loss | | | | | (4,698,030) | | |
|
Decrease in net assets resulting from operations
|
| | | $ | (2,637,691) | | |
|
*
Foreign taxes withheld
|
| | | $ | 334,553 | | |
|
^
Foreign capital gains taxes withheld
|
| | | $ | 229,445 | | |
|
#
Change in foreign capital gains taxes accrued
|
| | | $ | 181,717 | | |
| | |
Year Ended
February 28, 2022 |
| |
Year Ended
February 28, 2021 |
| ||||||
FROM OPERATIONS: | | | | | | | | | | | | | |
Net investment income | | | | $ | 2,060,339 | | | | | $ | 1,771,558 | | |
Net realized gain (loss) | | | | | 12,235,806 | | | | | | (9,633,130) | | |
Net change in unrealized appreciation (depreciation) | | | | | (16,933,836) | | | | | | 32,185,333 | | |
Increase (decrease) in net assets resulting from operations | | | | | (2,637,691) | | | | | | 24,323,761 | | |
FROM DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | | | | | | |
Total distributions (excluding return of capital): | | | | | (1,618,589) | | | | | | (1,603,426) | | |
Return of capital | | | | | (8,614,425) | | | | | | (8,629,589) | | |
Total distributions | | | | | (10,233,014) | | | | | | (10,233,015) | | |
Net increase (decrease) in net assets | | | | | (12,870,705) | | | | | | 14,090,746 | | |
NET ASSETS: | | | | | | | | | | | | | |
Beginning of year or period | | | | | 118,354,708 | | | | | | 104,263,962 | | |
End of year or period | | | | $ | 105,484,003 | | | | | $ | 118,354,708 | | |
| | |
Per Share Operating Performance
|
| |
Ratios and Supplemental Data
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| | | | | | | | |
Income (loss)
from investment operations |
| | | | | | | |
Less Distributions
|
| | | | |
Ratios to
average net assets |
| | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Net asset value, beginning of year
or period |
| |
Net investment income (loss)
|
| |
Net realized and unrealized
gain (loss) |
| |
Total from investment operations
|
| |
From net investment income
|
| |
From net realized gains
|
| |
From return of capital
|
| |
Total distributions
|
| |
Net asset value, end of year
or period |
| |
Market value, end of year
or period |
| |
Total investment return
at net asset value(1) |
| |
Total investment return
at market value(2) |
| |
Net assets, end of year
or period (000’s) |
| |
Gross expenses prior to
expense waiver/recoupment(3) |
| |
Net expenses after expense
waiver/recoupment(3),(4) |
| |
Net investment income (loss)(3),(4)
|
| |
Portfolio turnover rate
|
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Year or
period ended |
| |
($)
|
| |
($)
|
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($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
($)
|
| |
(%)
|
| |
(%)
|
| |
($000’s)
|
| |
(%)
|
| |
(%)
|
| |
(%)
|
| |
(%)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
02-28-22 | | | | | 9.95 | | | | | | 0.17• | | | | | | (0.39) | | | | | | (0.22) | | | | | | 0.14 | | | | | | — | | | | | | 0.72 | | | | | | 0.86 | | | | | | 8.87 | | | | | | 7.90 | | | | |
|
(1.89)
|
| | | |
|
(6.21)
|
| | | | | 105,484 | | | | | | 1.29 | | | | | | 1.24 | | | | | | 1.82 | | | | | | 66 | | |
02-28-21 | | | | | 8.76 | | | | | | 0.15• | | | | | | 1.90 | | | | | | 2.05 | | | | | | 0.13 | | | | | | — | | | | | | 0.73 | | | | | | 0.86 | | | | | | 9.95 | | | | | | 9.27 | | | | |
|
26.55
|
| | | |
|
37.71
|
| | | | | 118,355 | | | | | | 1.27 | | | | | | 1.26 | | | | | | 1.69 | | | | | | 54 | | |
02-29-20 | | | | | 10.35 | | | | | | 0.24 | | | | | | (0.99) | | | | | | (0.75) | | | | | | 0.27 | | | | | | — | | | | | | 0.57 | | | | | | 0.84 | | | | | | 8.76 | | | | | | 7.50 | | | | |
|
(7.00)
|
| | | |
|
(11.77)
|
| | | | | 104,264 | | | | | | 1.31 | | | | | | 1.31 | | | | | | 2.45 | | | | | | 105 | | |
02-28-19 | | | | | 11.67 | | | | | | 0.21 | | | | | | (0.71) | | | | | | (0.50) | | | | | | 0.18 | | | | | | — | | | | | | 0.64 | | | | | | 0.82 | | | | | | 10.35 | | | | | | 9.34 | | | | |
|
(3.24)
|
| | | |
|
(3.50)
|
| | | | | 123,205 | | | | | | 1.37 | | | | | | 1.37 | | | | | | 2.02 | | | | | | 38 | | |
02-28-18 | | | | | 11.09 | | | | | | 0.24 | | | | | | 1.16 | | | | | | 1.40 | | | | | | 0.31 | | | | | | — | | | | | | 0.51 | | | | | | 0.82 | | | | | | 11.67 | | | | | | 10.56 | | | | |
|
13.60
|
| | | |
|
17.28
|
| | | | | 138,821 | | | | | | 1.35 | | | | | | 1.35 | | | | | | 2.03 | | | | | | 37 | | |
02-28-17 | | | | | 9.39 | | | | | | 0.25 | | | | | | 2.42 | | | | | | 2.67 | | | | | | 0.29 | | | | | | — | | | | | | 0.68 | | | | | | 0.97 | | | | | | 11.09 | | | | | | 9.72 | | | | |
|
31.11
|
| | | |
|
32.20
|
| | | | | 134,500 | | | | | | 1.35 | | | | | | 1.35 | | | | | | 2.41 | | | | | | 29 | | |
02-29-16 | | | | | 13.10 | | | | | | 0.29 | | | | | | (2.85) | | | | | | (2.56) | | | | | | 0.55 | | | | | | — | | | | | | 0.60 | | | | | | 1.15 | | | | | | 9.39 | | | | | | 8.16 | | | | |
|
(19.80)(5)
|
| | | |
|
(23.19)
|
| | | | | 118,831 | | | | | | 1.32 | | | | | | 1.32 | | | | | | 2.60 | | | | | | 41 | | |
02-28-15 | | | | | 13.34 | | | | | | 0.27 | | | | | | 0.77 | | | | | | 1.04 | | | | | | 0.35 | | | | | | — | | | | | | 0.93 | | | | | | 1.28 | | | | | | 13.10 | | | | | | 11.89 | | | | |
|
8.84
|
| | | |
|
6.53
|
| | | | | 165,757 | | | | | | 1.40 | | | | | | 1.40 | | | | | | 1.99 | | | | | | 28 | | |
02-28-14 | | | | | 15.93 | | | | | | 0.35 | | | | | | (1.59) | | | | | | (1.24) | | | | | | 1.35 | | | | | | — | | | | | | — | | | | | | 1.35 | | | | | | 13.34 | | | | | | 12.37 | | | | |
|
(7.51)
|
| | | |
|
(14.02)
|
| | | | | 168,760 | | | | | | 1.47 | | | | | | 1.47 | | | | | | 2.44 | | | | | | 64 | | |
02-28-13 | | | | | 16.51 | | | | | | 0.29• | | | | | | 0.63 | | | | | | 0.92 | | | | | | 0.55 | | | | | | — | | | | | | 0.95 | | | | | | 1.50 | | | | | | 15.93 | | | | | | 15.89 | | | | |
|
6.32
|
| | | |
|
2.04
|
| | | | | 201,491 | | | | | | 1.42 | | | | | | 1.42 | | | | | | 1.90 | | | | | | 130 | | |
|
Paid-in
Capital |
| |
Distributable
Earnings |
| |||
|
$ 496,075
|
| | | $ | (496,075) | | |
|
Tax Year Ended
December 31, 2021 |
| |
Tax Year Ended
December 31, 2020 |
| |||||||||||||||
|
Ordinary
Income |
| |
Return
of Capital |
| |
Ordinary
Income |
| |
Return
of Capital |
| |||||||||
|
$1,984,299
|
| | | $ | 8,248,715 | | | | | $ | 1,603,425 | | | | | $ | 6,071,335 | | |
|
Unrealized
Appreciation/ (Depreciation) |
| |
Capital Loss Carryforwards
|
| | | | |
Total
Distributable Earnings/ (Loss) |
| |||||||||
|
Amount
|
| |
Character
|
| |
Expiration
|
| |
Other
|
| |||||||||
| $9,410,380 | | | | $ | (6,996,062) | | | |
Short-term
|
| |
None
|
| |
$(2,562,239)
|
| |
$(8,973,596)
|
|
| | | | | | (8,825,675) | | | |
Long-term
|
| |
None
|
| | | | | | |
| | | | | $ | (15,821,737) | | | | | | | | | | | | | | |
|
Per Share
Amount |
| |
Declaration Date
|
| |
Payable Date
|
| |
Record Date
|
| |||||||||
|
$0.215
|
| | | | 3/15/2022 | | | | | | 4/18/2022 | | | | | | 4/4/2022 | | |
Voya Asia Pacific High Dividend Equity Income Fund | as of February 28, 2022 |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: 93.7% | | |||||||||||||||
| | | Australia: 13.6% | | ||||||||||||
2,753 | | | Ampol Ltd. | | | | $ | 59,466 | | | | | | 0.1 | | |
26,177 | | |
APA Group - Stapled Security
|
| | | | 191,367 | | | | | | 0.2 | | |
17,148 | | | Aristocrat Leisure Ltd. | | | | | 470,370 | | | | | | 0.4 | | |
298,124 | | | Aurizon Holdings Ltd. | | | | | 760,489 | | | | | | 0.7 | | |
31,788 | | |
Australia & New Zealand
Banking Group Ltd. |
| | | | 601,807 | | | | | | 0.6 | | |
60,305 | | | BHP Group Ltd. Australian | | | | | 2,059,188 | | | | | | 2.0 | | |
58,504 | | | Brambles Ltd. | | | | | 421,389 | | | | | | 0.4 | | |
326 | | | Cochlear Ltd. | | | | | 53,218 | | | | | | 0.1 | | |
15,061 | | |
Commonwealth Bank of
Australia |
| | | | 1,021,792 | | | | | | 1.0 | | |
5,511 | | | CSL Ltd. | | | | | 1,047,775 | | | | | | 1.0 | | |
18,666 | | | Fortescue Metals Group Ltd. | | | | | 248,675 | | | | | | 0.2 | | |
35,824 | | | Goodman Group | | | | | 579,621 | | | | | | 0.5 | | |
209,542 | | | GPT Group | | | | | 747,663 | | | | | | 0.7 | | |
928 | | | Macquarie Group Ltd. | | | | | 122,128 | | | | | | 0.1 | | |
181,815 | | | Medibank Pvt Ltd. | | | | | 419,359 | | | | | | 0.4 | | |
31,253 | | | National Australia Bank Ltd. | | | | | 656,409 | | | | | | 0.6 | | |
96,788 | | | Origin Energy Ltd. | | | | | 401,928 | | | | | | 0.4 | | |
82,729 | | | QBE Insurance Group Ltd. | | | | | 690,377 | | | | | | 0.7 | | |
14,203 | | | Rio Tinto Ltd. | | | | | 1,224,827 | | | | | | 1.2 | | |
165,966 | | | Scentre Group | | | | | 368,711 | | | | | | 0.3 | | |
11,796 | | | Sonic Healthcare Ltd. | | | | | 301,006 | | | | | | 0.3 | | |
65,232 | | | South32 Ltd. - AUD | | | | | 228,966 | | | | | | 0.2 | | |
187,286 | | | Stockland | | | | | 566,708 | | | | | | 0.5 | | |
85,979 | | | TABCORP Holdings Ltd. | | | | | 310,937 | | | | | | 0.3 | | |
59,694 | | | Telstra Corp., Ltd. | | | | | 171,539 | | | | | | 0.2 | | |
43,619 | | | Treasury Wine Estates Ltd. | | | | | 367,935 | | | | | | 0.3 | | |
7,556 | | | WiseTech Global Ltd. | | | | | 241,913 | | | | | | 0.2 | | |
| | | | | | | | 14,335,563 | | | | | | 13.6 | | |
| | | | | ||||||||||||
| | | China: 31.6% | | ||||||||||||
1,597,000 | | |
Agricultural Bank of China
Ltd. - H Shares |
| | | | 604,814 | | | | | | 0.6 | | |
170,100 (1) | | | Alibaba Group Holding Ltd. | | | | | 2,239,175 | | | | | | 2.1 | | |
25,000 (2) | | |
A-Living Smart City Services
Co. Ltd - H Shares |
| | | | 44,813 | | | | | | 0.0 | | |
28,500 | | |
Anhui Conch Cement Co.,
Ltd. - H Shares |
| | | | 152,946 | | | | | | 0.1 | | |
21,000 | | | Anta Sports Products Ltd. | | | | | 320,738 | | | | | | 0.3 | | |
46,300 | | |
Bank of Chengdu Co. Ltd. - A
Shares |
| | | | 105,982 | | | | | | 0.1 | | |
2,535,000 | | |
Bank of China Ltd. - H Shares
|
| | | | 986,880 | | | | | | 0.9 | | |
343,880 | | |
Bank of Jiangsu Co. Ltd. - A
Shares |
| | | | 363,341 | | | | | | 0.3 | | |
17,500 | | |
Beijing Enterprises Holdings
Ltd. |
| | | | 59,824 | | | | | | 0.1 | | |
1,500 | | |
Beijing Kingsoft Office
Software, Inc. - A Shares |
| | | | 50,936 | | | | | | 0.0 | | |
15,532 | | |
BGI Genomics Co. Ltd. - A
Shares |
| | | | 210,299 | | | | | | 0.2 | | |
113,500 | | |
BOC Hong Kong Holdings Ltd.
|
| | | | 408,040 | | | | | | 0.4 | | |
327,200 | | |
BOE Technology Group Co.
Ltd. - A Shares |
| | | | 244,425 | | | | | | 0.2 | | |
550,000 | | |
Bosideng International
Holdings Ltd. |
| | | | 312,932 | | | | | | 0.3 | | |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: (continued) | | |||||||||||||||
| | | China (continued) | | ||||||||||||
3,500 | | | Byd Co., Ltd. - H Shares | | | | $ | 108,456 | | | | | | 0.1 | | |
2,049,000 | | |
China Cinda Asset
Management Co. Ltd. - H Shares |
| | | | 369,872 | | | | | | 0.4 | | |
876,000 | | |
China CITIC Bank Corp. Ltd. -
H Shares |
| | | | 411,644 | | | | | | 0.4 | | |
398,000 | | |
China Coal Energy Co. -
H Shares |
| | | | 248,087 | | | | | | 0.2 | | |
720,000 | | |
China Communications
Services Corp., Ltd. - H Shares |
| | | | 395,008 | | | | | | 0.4 | | |
2,111,960 | | |
China Construction Bank -
H Shares |
| | | | 1,583,896 | | | | | | 1.5 | | |
877,000 | | |
China Everbright Bank Co.
Ltd. - H Shares |
| | | | 326,163 | | | | | | 0.3 | | |
330,000 (2) | | | China Feihe Ltd. | | | | | 393,776 | | | | | | 0.4 | | |
54,000 | | | China Hongqiao Group Ltd. | | | | | 75,600 | | | | | | 0.1 | | |
183,000 | | |
China Medical System
Holdings Ltd. |
| | | | 325,860 | | | | | | 0.3 | | |
42,000 | | |
China Mengniu Dairy Co., Ltd.
|
| | | | 273,102 | | | | | | 0.3 | | |
75,000 | | |
China Merchants Bank Co.,
Ltd. - H Shares |
| | | | 632,199 | | | | | | 0.6 | | |
328,000 | | |
China National Building
Material Co., Ltd. - H Shares |
| | | | 420,768 | | | | | | 0.4 | | |
178,000 | | |
China Oilfield Services Ltd. -
H Shares |
| | | | 202,920 | | | | | | 0.2 | | |
84,000 | | |
China Overseas Land &
Investment Ltd. |
| | | | 256,466 | | | | | | 0.2 | | |
269,000 | | |
China Railway Group Ltd. -
H Shares |
| | | | 157,945 | | | | | | 0.1 | | |
414,000 | | |
China Resources Cement
Holdings Ltd. - H Shares |
| | | | 354,256 | | | | | | 0.3 | | |
50,000 | | | China Resources Land Ltd. | | | | | 243,215 | | | | | | 0.2 | | |
234,000 | | |
China Shenhua Energy Co.,
Ltd. - H Shares |
| | | | 644,901 | | | | | | 0.6 | | |
173,900 | | |
China State Construction
Engineering Corp. Ltd. - A Shares |
| | | | 140,612 | | | | | | 0.1 | | |
2,214,000 (2) | | |
China Tower Corp. Ltd. -
H Shares |
| | | | 258,049 | | | | | | 0.2 | | |
184,000 | | |
China Traditional Chinese
Medicine Holdings Co. Ltd. |
| | | | 104,891 | | | | | | 0.1 | | |
346,000 (2) | | |
China Yuhua Education Corp.
Ltd. |
| | | | 89,579 | | | | | | 0.1 | | |
40,000 | | | Chinasoft International Ltd. | | | | | 36,496 | | | | | | 0.0 | | |
19,000 | | |
Chongqing Changan
Automobile Co. Ltd. - A Shares |
| | | | 39,321 | | | | | | 0.0 | | |
62,000 | | | COSCO Shipping Ports, Ltd. | | | | | 51,093 | | | | | | 0.0 | | |
490,480 | | |
CSPC Pharmaceutical Group
Ltd. |
| | | | 581,397 | | | | | | 0.6 | | |
31,061 | | |
Daan Gene Co. Ltd. -
A Shares |
| | | | 91,396 | | | | | | 0.1 | | |
387,500 (2) | | | Dali Foods Group Co. Ltd. | | | | | 204,089 | | | | | | 0.2 | | |
Voya Asia Pacific High Dividend Equity Income Fund | as of February 28, 2022 (continued) |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: (continued) | | |||||||||||||||
| | | China (continued) | | ||||||||||||
36,100 | | |
Dong-E-E-Jiao Co. Ltd. -
A Shares |
| | | $ | 217,504 | | | | | | 0.2 | | |
53,800 | | |
ENN Natural Gas Co. Ltd. -
A Shares |
| | | | 152,953 | | | | | | 0.1 | | |
502,000 | | | Far East Horizon Ltd. | | | | | 427,830 | | | | | | 0.4 | | |
42,460 | | |
Focus Media Information
Technology Co. Ltd. - A Shares |
| | | | 51,707 | | | | | | 0.0 | | |
3,545 | | |
G-bits Network Technology
Xiamen Co. Ltd. - A Shares |
| | | | 197,486 | | | | | | 0.2 | | |
55,400 | | |
Guosen Securities Co. Ltd. -
A Shares |
| | | | 91,220 | | | | | | 0.1 | | |
64,000 | | |
Haier Smart Home Co. Ltd. -
H Shares |
| | | | 224,261 | | | | | | 0.2 | | |
449,200 | | |
Haitong Securities Co. Ltd. -
H Shares |
| | | | 386,532 | | | | | | 0.4 | | |
152,700 | | |
Huadian Power International
Corp. Ltd. - A Shares |
| | | | 104,471 | | | | | | 0.1 | | |
256,400 (2) | | |
Huatai Securities Co. Ltd. -
H Shares |
| | | | 419,804 | | | | | | 0.4 | | |
24,600 | | |
Huayu Automotive Systems
Co. Ltd. - A Shares |
| | | | 99,321 | | | | | | 0.1 | | |
1,779,414 | | |
Industrial & Commercial Bank
of China - H Shares |
| | | | 1,062,230 | | | | | | 1.0 | | |
106,400 | | |
Industrial Bank Co. Ltd. -
A Shares |
| | | | 373,099 | | | | | | 0.4 | | |
9,018 | | |
Intco Medical Technology Co.
Ltd. - A Shares |
| | | | 73,204 | | | | | | 0.1 | | |
22,202 | | |
Jafron Biomedical Co. Ltd. -
Shares |
| | | | 161,755 | | | | | | 0.2 | | |
5,300 | | |
Jason Furniture Hangzhou Co.
Ltd. - A Shares |
| | | | 59,382 | | | | | | 0.1 | | |
19,555 (1) | | | JD.com, Inc. - Class A | | | | | 700,048 | | | | | | 0.7 | | |
184,800 | | |
Joincare Pharmaceutical
Group Industry Co. Ltd. - A Shares |
| | | | 359,866 | | | | | | 0.3 | | |
4,572 | | | JOYY, Inc. ADR | | | | | 211,638 | | | | | | 0.2 | | |
100,000 | | | Kingboard Holdings Ltd. | | | | | 467,815 | | | | | | 0.4 | | |
40,200 | | | Kingsoft Corp. Ltd. | | | | | 150,340 | | | | | | 0.1 | | |
800 | | |
Kweichow Moutai Co. Ltd. -
A Shares (Nth SSE-SEHK) |
| | | | 227,719 | | | | | | 0.2 | | |
374,000 | | | Lenovo Group Ltd. | | | | | 416,475 | | | | | | 0.4 | | |
47,500 | | | Li Ning Co. Ltd. | | | | | 474,437 | | | | | | 0.5 | | |
39,300 (1)(2) | | | Meituan Class B | | | | | 873,056 | | | | | | 0.8 | | |
84,000 | | |
Ming Yuan Cloud Group
Holdings Ltd. |
| | | | 165,789 | | | | | | 0.2 | | |
34,600 | | | NetEase, Inc. | | | | | 662,189 | | | | | | 0.6 | | |
17,332 (1) | | | NIO, Inc. ADR | | | | | 395,863 | | | | | | 0.4 | | |
1,142,000 | | |
PetroChina Co., Ltd. -
H Shares |
| | | | 611,685 | | | | | | 0.6 | | |
22,400 (2) | | |
Pharmaron Beijing Co. Ltd. -
H Shares |
| | | | 271,579 | | | | | | 0.3 | | |
166,000 | | |
PICC Property & Casualty
Co., Ltd. - H Shares |
| | | | 175,227 | | | | | | 0.2 | | |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: (continued) | | |||||||||||||||
| | | China (continued) | | ||||||||||||
100,000 (2) | | |
Postal Savings Bank of China
Co. Ltd. - H Shares |
| | | $ | 82,108 | | | | | | 0.1 | | |
189,000 | | |
Powerlong Real Estate
Holdings Ltd. |
| | | | 90,592 | | | | | | 0.1 | | |
27,500 | | |
Shandong Buchang
Pharmaceuticals Co. Ltd. - A Shares |
| | | | 90,988 | | | | | | 0.1 | | |
10,100 | | |
Shanghai Bairun Investment
Holding Group Co. Ltd. - A Shares |
| | | | 72,850 | | | | | | 0.1 | | |
60,700 | | |
Shanghai International Port
Group Co. Ltd. - A Shares |
| | | | 54,997 | | | | | | 0.1 | | |
30,400 | | |
Shanghai Pharmaceuticals
Holding Co. Ltd. - H Shares |
| | | | 54,874 | | | | | | 0.1 | | |
373,000 | | |
Shenzhen International
Holdings Ltd. |
| | | | 384,333 | | | | | | 0.4 | | |
2,403 | | |
Shenzhen Mindray
Bio-Medical Electronics Co. Ltd. - A Shares |
| | | | 125,072 | | | | | | 0.1 | | |
24,900 | | |
Sichuan Kelun Pharmaceutical
Co. Ltd. - A Shares |
| | | | 68,687 | | | | | | 0.1 | | |
1,000 | | | Silergy Corp. | | | | | 133,251 | | | | | | 0.1 | | |
83,600 | | |
Sinopharm Group Co. -
H Shares |
| | | | 202,662 | | | | | | 0.2 | | |
22,000 (2) | | |
Smoore International Holdings
Ltd. |
| | | | 81,665 | | | | | | 0.1 | | |
67,300 | | | Tencent Holdings Ltd. | | | | | 3,631,597 | | | | | | 3.4 | | |
148,000 | | |
Tingyi Cayman Islands
Holding Corp. |
| | | | 327,436 | | | | | | 0.3 | | |
50,196 | | |
TongFu Microelectronics Co.
Ltd. - A Shares |
| | | | 145,350 | | | | | | 0.1 | | |
174,000 (2) | | |
Topsports International
Holdings Ltd. - H Shares |
| | | | 180,878 | | | | | | 0.2 | | |
44,000 | | |
Tsingtao Brewery Co., Ltd. -
H Shares |
| | | | 423,317 | | | | | | 0.4 | | |
268,000 | | |
Uni-President China Holdings
Ltd. |
| | | | 278,686 | | | | | | 0.3 | | |
374,000 | | |
Want Want China Holdings
Ltd. |
| | | | 398,133 | | | | | | 0.4 | | |
30,292 | | |
Wuhu Sanqi Interactive
Entertainment Network Technology Group Co. Ltd. - A Shares |
| | | | 100,690 | | | | | | 0.1 | | |
36,000 (2) | | | Yadea Group Holdings Ltd. | | | | | 53,407 | | | | | | 0.1 | | |
368,600 | | | Yuexiu Property Co. Ltd. | | | | | 368,700 | | | | | | 0.3 | | |
324,200 | | |
Zhejiang Semir Garment Co.
Ltd. - A Shares |
| | | | 364,499 | | | | | | 0.3 | | |
9,500 | | |
Zhongsheng Group Holdings
Ltd. |
| | | | 66,338 | | | | | | 0.1 | | |
37,100 | | |
Zhuzhou Kibing Group Co.
Ltd. - A Shares |
| | | | 92,843 | | | | | | 0.1 | | |
| | | | | | | | 33,266,640 | | | | | | 31.6 | | |
| | | | |
Voya Asia Pacific High Dividend Equity Income Fund | as of February 28, 2022 (continued) |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: (continued) | | |||||||||||||||
| | | Hong Kong: 5.4% | | ||||||||||||
54,974 | | | AIA Group Ltd. | | | | $ | 570,842 | | | | | | 0.5 | | |
106,600 | | |
Chow Tai Fook Jewellery
Group Ltd. |
| | | | 221,359 | | | | | | 0.2 | | |
99,500 | | | CK Hutchison Holdings Ltd. | | | | | 697,601 | | | | | | 0.6 | | |
27,500 | | |
CK Infrastructure Holdings Ltd.
|
| | | | 170,720 | | | | | | 0.2 | | |
35,000 | | | Hang Lung Properties Ltd. | | | | | 73,363 | | | | | | 0.1 | | |
4,300 | | |
Hong Kong Exchanges and
Clearing Ltd. |
| | | | 208,364 | | | | | | 0.2 | | |
75,000 | | |
Hongkong Land Holdings
Ltd. - HKHGF |
| | | | 406,155 | | | | | | 0.4 | | |
5,800 | | |
Jardine Matheson Holdings
Ltd. |
| | | | 345,100 | | | | | | 0.3 | | |
125,000 | | | Power Assets Holdings Ltd. | | | | | 787,816 | | | | | | 0.7 | | |
93,000 | | |
SITC International Holdings
Co. Ltd. |
| | | | 383,454 | | | | | | 0.4 | | |
112,000 | | | Swire Pacific Ltd. - Class A | | | | | 618,936 | | | | | | 0.6 | | |
271,400 | | | Swire Properties Ltd. | | | | | 705,781 | | | | | | 0.7 | | |
17,500 | | |
Techtronic Industries Co., Ltd.
|
| | | | 293,231 | | | | | | 0.3 | | |
344,746 (2) | | | WH Group Ltd. | | | | | 240,762 | | | | | | 0.2 | | |
| | | | | | | | 5,723,484 | | | | | | 5.4 | | |
| | | | | ||||||||||||
| | | India: 11.6% | | ||||||||||||
2,119 | | | ACC Ltd. | | | | | 59,021 | | | | | | 0.0 | | |
8,096 (1) | | | Axis Bank Ltd. | | | | | 80,322 | | | | | | 0.1 | | |
7,656 | | | Bharat Forge Ltd. | | | | | 69,354 | | | | | | 0.1 | | |
24,041 (1) | | | Bharti Airtel Ltd. | | | | | 219,838 | | | | | | 0.2 | | |
27,926 | | |
Cholamandalam Investment
and Finance Co. Ltd. |
| | | | 257,632 | | | | | | 0.2 | | |
28,905 | | | Cipla Ltd. | | | | | 355,764 | | | | | | 0.3 | | |
33,987 | | | Container Corp. Of India Ltd. | | | | | 272,018 | | | | | | 0.2 | | |
17,462 | | | Dabur India Ltd. | | | | | 130,920 | | | | | | 0.1 | | |
163,972 | | | GAIL India Ltd. | | | | | 317,058 | | | | | | 0.3 | | |
28,100 | | | Grasim Industries Ltd. | | | | | 599,672 | | | | | | 0.6 | | |
4,049 | | | HCL Technologies Ltd. | | | | | 60,886 | | | | | | 0.0 | | |
59,875 | | | Hindalco Industries Ltd. | | | | | 460,147 | | | | | | 0.4 | | |
118,282 | | | ICICI Bank Ltd. | | | | | 1,171,552 | | | | | | 1.1 | | |
24,125 (1) | | | Indus Towers Ltd. | | | | | 69,244 | | | | | | 0.1 | | |
69,685 | | | Infosys Ltd. | | | | | 1,588,112 | | | | | | 1.5 | | |
138,258 | | | ITC Ltd. | | | | | 398,101 | | | | | | 0.4 | | |
35,884 | | | Mahindra & Mahindra Ltd. | | | | | 378,815 | | | | | | 0.4 | | |
4,442 | | | Muthoot Finance Ltd. | | | | | 80,478 | | | | | | 0.1 | | |
286,557 | | | NTPC Ltd. | | | | | 510,109 | | | | | | 0.5 | | |
336,671 | | | Oil & Natural Gas Corp., Ltd. | | | | | 725,110 | | | | | | 0.7 | | |
115,302 | | |
Power Grid Corp. of India Ltd.
|
| | | | 321,060 | | | | | | 0.3 | | |
603 | | | Shree Cement Ltd. | | | | | 196,309 | | | | | | 0.2 | | |
8,930 | | |
Shriram Transport Finance Co.
Ltd. |
| | | | 134,227 | | | | | | 0.1 | | |
94,790 | | | State Bank of India | | | | | 612,363 | | | | | | 0.6 | | |
61,934 | | |
Sun Pharmaceutical Industries
Ltd. |
| | | | 695,731 | | | | | | 0.7 | | |
15,694 | | |
Tata Consultancy Services
Ltd. |
| | | | 743,452 | | | | | | 0.7 | | |
37,263 | | | Tata Steel Ltd. | | | | | 610,134 | | | | | | 0.6 | | |
43,236 | | | Tech Mahindra Ltd. | | | | | 814,039 | | | | | | 0.8 | | |
728 | | | Ultratech Cement Ltd. | | | | | 63,716 | | | | | | 0.1 | | |
41,051 | | | Vedanta Ltd. | | | | | 208,937 | | | | | | 0.2 | | |
| | | | | | | | 12,204,121 | | | | | | 11.6 | | |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: (continued) | | |||||||||||||||
| | | Indonesia: 2.4% | | ||||||||||||
1,041,500 | | | Astra International Tbk PT | | | | $ | 422,365 | | | | | | 0.4 | | |
1,020,900 | | |
Bank Mandiri Persero TBK PT
|
| | | | 551,941 | | | | | | 0.5 | | |
767,900 | | |
Bank Negara Indonesia
Persero Tbk PT |
| | | | 430,265 | | | | | | 0.4 | | |
142,700 | | |
Indah Kiat Pulp & Paper Tbk
PT |
| | | | 80,642 | | | | | | 0.1 | | |
1,911,500 | | | Kalbe Farma Tbk PT | | | | | 218,864 | | | | | | 0.2 | | |
85,500 | | |
Semen Indonesia Persero Tbk
PT |
| | | | 43,189 | | | | | | 0.0 | | |
983,300 | | |
Telkom Indonesia Persero Tbk
PT |
| | | | 296,871 | | | | | | 0.3 | | |
290,200 | | | United Tractors Tbk PT | | | | | 506,394 | | | | | | 0.5 | | |
| | | | | | | | 2,550,531 | | | | | | 2.4 | | |
| | | | | ||||||||||||
| | | Malaysia: 1.3% | | ||||||||||||
12,000 | | |
Fraser & Neave Holdings Bhd
|
| | | | 64,595 | | | | | | 0.1 | | |
33,500 | | | HAP Seng Consolidated Bhd | | | | | 60,481 | | | | | | 0.0 | | |
102,600 | | | Hong Leong Bank BHD | | | | | 491,194 | | | | | | 0.5 | | |
21,700 | | |
Hong Leong Financial Group
Bhd |
| | | | 99,856 | | | | | | 0.1 | | |
95,700 | | |
Petronas Chemicals Group
Bhd |
| | | | 217,681 | | | | | | 0.2 | | |
54,600 | | | Public Bank BHD | | | | | 57,987 | | | | | | 0.1 | | |
241,700 | | | RHB Bank Bhd | | | | | 340,627 | | | | | | 0.3 | | |
| | | | | | | | 1,332,421 | | | | | | 1.3 | | |
| | | | | ||||||||||||
| | | New Zealand: 0.5% | | ||||||||||||
160,968 | | | Spark New Zealand Ltd. | | | |
|
494,220
|
| | | |
|
0.5
|
| |
| | | | | ||||||||||||
| | | Philippines: 0.8% | | ||||||||||||
24,880 | | | GT Capital Holdings, Inc. | | | | | 281,759 | | | | | | 0.3 | | |
141,920 | | |
International Container
Terminal Services, Inc. |
| | | | 582,960 | | | | | | 0.5 | | |
| | | | | | | | 864,719 | | | | | | 0.8 | | |
| | | | | ||||||||||||
| | | Singapore: 3.0% | | ||||||||||||
7,100 (2) | | | BOC Aviation Ltd. | | | | | 61,720 | | | | | | 0.1 | | |
1,105,400 | | | Genting Singapore Ltd. | | | | | 631,926 | | | | | | 0.6 | | |
123,700 | | |
Oversea-Chinese Banking
Corp., Ltd. |
| | | | 1,071,913 | | | | | | 1.0 | | |
262,100 | | |
Singapore Technologies
Engineering Ltd. |
| | | | 742,772 | | | | | | 0.7 | | |
52,600 | | | Venture Corp. Ltd. | | | | | 686,136 | | | | | | 0.6 | | |
| | | | | | | | 3,194,467 | | | | | | 3.0 | | |
| | | | | ||||||||||||
| | | South Korea: 8.4% | | ||||||||||||
370 | | | Amorepacific Corp. | | | | | 57,113 | | | | | | 0.0 | | |
2,692 | | | BGF retail Co. Ltd. | | | | | 381,366 | | | | | | 0.4 | | |
380 | | | CJ CheilJedang Corp. | | | | | 120,367 | | | | | | 0.1 | | |
7,085 | | | CJ Corp. | | | | | 499,107 | | | | | | 0.5 | | |
1,641 | | | CJ ENM Co. Ltd. | | | | | 179,072 | | | | | | 0.2 | | |
5,982 | | | DB Insurance Co. Ltd. | | | | | 307,471 | | | | | | 0.3 | | |
401 | | | E-Mart, Inc. | | | | | 43,731 | | | | | | 0.0 | | |
5,063 | | |
GS Engineering &
Construction Corp. |
| | | | 181,960 | | | | | | 0.2 | | |
20,512 | | | Hana Financial Group, Inc. | | | | | 833,359 | | | | | | 0.8 | | |
Voya Asia Pacific High Dividend Equity Income Fund | as of February 28, 2022 (continued) |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: (continued) | | |||||||||||||||
| | | South Korea (continued) | | ||||||||||||
6,989 | | |
Hankook Tire & Technology
Co. Ltd. |
| | | $ | 205,919 | | | | | | 0.2 | | |
2,254 | | |
Hyundai Engineering &
Construction Co. Ltd. |
| | | | 82,118 | | | | | | 0.1 | | |
590 | | | Hyundai Mobis Co. Ltd. | | | | | 110,782 | | | | | | 0.1 | | |
7,736 | | | Hyundai Steel Co. | | | | | 258,002 | | | | | | 0.2 | | |
20,226 | | | Industrial Bank Of Korea | | | | | 181,701 | | | | | | 0.2 | | |
1,484 | | | Kakao Corp. | | | | | 117,528 | | | | | | 0.1 | | |
15,587 | | | KB Financial Group, Inc. | | | | | 768,976 | | | | | | 0.7 | | |
8,134 | | | Kia Corp. | | | | | 504,270 | | | | | | 0.5 | | |
355 | | | LG Chem Ltd. | | | | | 168,463 | | | | | | 0.2 | | |
926 | | | LG Electronics, Inc. | | | | | 96,671 | | | | | | 0.1 | | |
31,385 | | | LG Uplus Corp. | | | | | 344,744 | | | | | | 0.3 | | |
4,668 | | | Lotte Shopping Co. Ltd. | | | | | 333,542 | | | | | | 0.3 | | |
2,009 | | | POSCO | | | | | 477,989 | | | | | | 0.4 | | |
5,866 | | | Samsung Securities Co. Ltd. | | | | | 207,902 | | | | | | 0.2 | | |
3,474 | | |
Samsung Electro-Mechanics
Co. Ltd. |
| | | | 485,694 | | | | | | 0.5 | | |
434 | | | Samsung SDI Co., Ltd. | | | | | 200,005 | | | | | | 0.2 | | |
17,011 | | |
Shinhan Financial Group Co.,
Ltd. |
| | | | 553,466 | | | | | | 0.5 | | |
1,040 | | | SK Chemicals Co. Ltd. | | | | | 109,250 | | | | | | 0.1 | | |
6,994 | | | SK Hynix, Inc. | | | | | 729,156 | | | | | | 0.7 | | |
5,870 | | | SK Telecom Co., Ltd. | | | | | 267,866 | | | | | | 0.2 | | |
7,292 | | | Woori Financial Group, Inc. | | | | | 87,224 | | | | | | 0.1 | | |
| | | | | | | | 8,894,814 | | | | | | 8.4 | | |
| | | | | ||||||||||||
| | | Taiwan: 13.7% | | ||||||||||||
57,000 | | |
ASE Technology Holding Co.
Ltd |
| | | | 206,016 | | | | | | 0.2 | | |
54,000 | | | China Steel Corp. | | | | | 70,219 | | | | | | 0.1 | | |
1,000 | | | eMemory Technology, Inc. | | | | | 67,487 | | | | | | 0.1 | | |
72,000 | | |
Evergreen Marine Corp.
Taiwan Ltd. |
| | | | 378,235 | | | | | | 0.4 | | |
15,000 | | | Formosa Plastics Corp. | | | | | 56,640 | | | | | | 0.0 | | |
11,000 | | | Globalwafers Co. Ltd. | | | | | 272,277 | | | | | | 0.3 | | |
6,180 | | | Hiwin Technologies Corp. | | | | | 59,004 | | | | | | 0.0 | | |
34,000 | | | MediaTek, Inc. | | | | | 1,343,539 | | | | | | 1.3 | | |
17,000 | | |
Nan Ya Printed Circuit Board
Corp. |
| | | | 325,544 | | | | | | 0.3 | | |
239,000 | | | Nanya Technology Corp. | | | | | 669,296 | | | | | | 0.6 | | |
42,000 | | |
Novatek Microelectronics
Corp., Ltd. |
| | | | 696,295 | | | | | | 0.7 | | |
4,000 | | | Parade Technologies Ltd. | | | | | 276,167 | | | | | | 0.3 | | |
41,000 | | |
Realtek Semiconductor Corp.
|
| | | | 676,007 | | | | | | 0.6 | | |
337,627 | | |
Taiwan Semiconductor
Manufacturing Co., Ltd. |
| | | | 7,258,831 | | | | | | 6.9 | | |
39,000 | | | Unimicron Technology Corp. | | | | | 362,614 | | | | | | 0.3 | | |
327,000 | | |
United Microelectronics Corp.
|
| | | | 616,183 | | | | | | 0.6 | | |
124,000 | | |
Vanguard International
Semiconductor Corp. |
| | | | 562,758 | | | | | | 0.5 | | |
312,000 | | | Winbond Electronics Corp. | | | | | 375,739 | | | | | | 0.3 | | |
51,000 (1) | | |
Yang Ming Marine Transport
Corp. |
| | | | 215,551 | | | | | | 0.2 | | |
| | | | | | | | 14,488,402 | | | | | | 13.7 | | |
Shares
|
| |
Value
|
| |
Percentage
of Net Assets |
| |||||||||
COMMON STOCK: (continued) | | |||||||||||||||
| | | Thailand: 1.4% | | ||||||||||||
55,900 | | |
Electricity Generating PCL -
Foreign |
| | | $ | 307,918 | | | | | | 0.3 | | |
41,700 | | |
Indorama Ventures PCL -
Foreign |
| | | | 57,773 | | | | | | 0.1 | | |
224,400 | | |
Land & Houses PCL - Foreign
|
| | | | 66,086 | | | | | | 0.1 | | |
53,000 | | |
PTT Exploration & Production
PCL |
| | | | 223,144 | | | | | | 0.2 | | |
102,800 | | |
PTT Exploration & Production
PCL - Foreign |
| | | | 432,814 | | | | | | 0.4 | | |
69,000 | | |
Siam Commercial Bank PCL -
Foreign |
| | | | 266,634 | | | | | | 0.2 | | |
199,200 | | |
Sri Trang Gloves Thailand
PCL - Foreign |
| | | | 156,982 | | | | | | 0.1 | | |
| | | | | | | | 1,511,351 | | | | | | 1.4 | | |
| | | Total Common Stock | | | | | | | | | | | | | |
| | | (Cost $91,575,412) | | | |
|
98,860,733
|
| | | |
|
93.7
|
| |
EXCHANGE-TRADED FUNDS: 1.4% | | |||||||||||||||
19,098 | | |
iShares MSCI All Country
Asia ex Japan ETF |
| | |
|
1,501,484
|
| | | |
|
1.4
|
| |
| | |
Total Exchange-Traded
Funds |
| | | | | | | | | | | | |
| | | (Cost $1,710,572) | | | |
|
1,501,484
|
| | | |
|
1.4
|
| |
PREFERRED STOCK: 3.0% | | |||||||||||||||
| | | South Korea: 3.0% | | ||||||||||||
55,998 | | |
Samsung Electronics Co., Ltd.
|
| | |
|
3,094,870
|
| | | |
|
3.0
|
| |
| | |
Total Preferred Stock
(Cost $1,964,230) |
| | |
|
3,094,870
|
| | | |
|
3.0
|
| |
| | |
Total Long-Term Investments
(Cost $95,250,214) |
| | |
|
103,457,087
|
| | | |
|
98.1
|
| |
SHORT-TERM INVESTMENTS: 2.0% | | |||||||||||||||
| | | Mutual Funds: 2.0% | | ||||||||||||
2,155,000 (3) | | |
BlackRock Liquidity Funds,
FedFund, Institutional Class, 0.030% (Cost $2,155,000) |
| | |
|
2,155,000
|
| | | |
|
2.0
|
| |
| | |
Total Short-Term Investments
(Cost $2,155,000) |
| | |
|
2,155,000
|
| | | |
|
2.0
|
| |
| | |
Total Investments in
Securities (Cost $97,405,214) |
| | | $ | 105,612,087 | | | | | | 100.1 | | |
| | |
Liabilities in Excess of
Other Assets |
| | | | (128,084) | | | | | | (0.1) | | |
| | | Net Assets | | | | $ | 105,484,003 | | | | | | 100.0 | | |
|
Voya Asia Pacific High Dividend Equity Income Fund | as of February 28, 2022 (continued) |
Sector Diversification
|
| |
Percentage
of Net Assets |
| |||
Information Technology | | | | | 22.8% | | |
Financials | | | | | 20.6 | | |
Consumer Discretionary | | | | | 9.8 | | |
Materials | | | | | 8.1 | | |
Industrials | | | | | 7.2 | | |
Communication Services | | | | | 7.0 | | |
Health Care | | | | | 5.5 | | |
Real Estate | | | | | 4.9 | | |
Consumer Staples | | | | | 4.2 | | |
Energy | | | | | 3.5 | | |
Utilities | | | | | 3.1 | | |
Exchange-Traded Funds | | | | | 1.4 | | |
Short-Term Investments | | | | | 2.0 | | |
Liabilities in Excess of Other Assets | | | | | (0.1) | | |
Net Assets | | | | | 100.0% | | |
Portfolio holdings are subject to change daily.
|
|
| | |
Quoted Prices
in Active Markets for Identical Investments (Level 1) |
| |
Significant
Other Observable Inputs# (Level 2) |
| |
Significant
Unobservable Inputs (Level 3) |
| |
Fair Value
at February 28, 2022 |
| ||||||||||||
Asset Table | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments, at fair value | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | |
Australia | | | | $ | — | | | | | $ | 14,335,563 | | | | | $ | — | | | | | $ | 14,335,563 | | |
China | | | | | 1,410,230 | | | | | | 31,856,410 | | | | | | — | | | | | | 33,266,640 | | |
Hong Kong | | | | | 418,463 | | | | | | 5,305,021 | | | | | | — | | | | | | 5,723,484 | | |
India | | | | | — | | | | | | 12,204,121 | | | | | | — | | | | | | 12,204,121 | | |
Indonesia | | | | | 218,864 | | | | | | 2,331,667 | | | | | | — | | | | | | 2,550,531 | | |
Malaysia | | | | | 442,613 | | | | | | 889,808 | | | | | | — | | | | | | 1,332,421 | | |
New Zealand | | | | | — | | | | | | 494,220 | | | | | | — | | | | | | 494,220 | | |
Philippines | | | | | 582,960 | | | | | | 281,759 | | | | | | — | | | | | | 864,719 | | |
Singapore | | | | | — | | | | | | 3,194,467 | | | | | | — | | | | | | 3,194,467 | | |
South Korea | | | | | 307,471 | | | | | | 8,587,343 | | | | | | — | | | | | | 8,894,814 | | |
Taiwan | | | | | — | | | | | | 14,488,402 | | | | | | — | | | | | | 14,488,402 | | |
Thailand | | | | | 156,982 | | | | | | 1,354,369 | | | | | | — | | | | | | 1,511,351 | | |
Total Common Stock | | | | | 3,537,583 | | | | | | 95,323,150 | | | | | | — | | | | | | 98,860,733 | | |
Exchange-Traded Funds | | | | | 1,501,484 | | | | | | — | | | | | | — | | | | | | 1,501,484 | | |
Preferred Stock | | | | | — | | | | | | 3,094,870 | | | | | | — | | | | | | 3,094,870 | | |
Short-Term Investments | | | | | 2,155,000 | | | | | | — | | | | | | — | | | | | | 2,155,000 | | |
Total Investments, at fair value | | | | $ | 7,194,067 | | | | | $ | 98,418,020 | | | | | $ | — | | | | | $ | 105,612,087 | | |
Liabilities Table | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Financial Instruments+ | | | | | | | | | | | | | | | | | | | | | | | | | |
Written Options | | | | $ | — | | | | | $ | (239,305) | | | | | $ | — | | | | | $ | (239,305) | | |
Total Liabilities | | | | $ | — | | | | | $ | (239,305) | | | | | $ | — | | | | | $ | (239,305) | | |
Voya Asia Pacific High Dividend Equity Income Fund | as of February 28, 2022 (continued) |
Description
|
| |
Counterparty
|
| |
Put/Call
|
| |
Expiration
Date |
| |
Exercise
Price |
| |
Number of
Contracts |
| |
Notional
Amount |
| |
Premiums
Received |
| |
Fair Value
|
| ||||||||||||
iShares MSCI Australia ETF | | | BNP Paribas | | |
Call
|
| | | | 03/18/22 | | | |
USD 23.980
|
| | | | 70,892 | | | |
USD 1,704,953
|
| | | $ | 41,139 | | | | | $ | (41,028) | | |
iShares MSCI Emerging Markets ETF | | |
JPMorgan Chase Bank N.A.
|
| |
Call
|
| | | | 03/18/22 | | | |
USD 48.720
|
| | | | 523,399 | | | |
USD 24,458,435
|
| | | | 634,935 | | | | | | (198,277) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 676,074 | | | | | $ | (239,305) | | |
Derivatives not accounted for as hedging instruments
|
| |
Location on Statement
of Assets and Liabilities |
| |
Fair Value
|
| |||
Liability Derivatives | | | | | | | | | | |
Equity contracts | | |
Written options, at fair value
|
| | | $ | 239,305 | | |
Total Liability Derivatives
|
| | | | | | $ | 239,305 | | |
| | |
Amount of Realized Gain or (Loss)
on Derivatives Recognized in Income |
| |||
Derivatives not accounted for as hedging instruments
|
| |
Written options
|
| |||
Equity contracts | | | | $ | 4,269,327 | | |
Total
|
| | | $ | 4,269,327 | | |
| | |
Change in Unrealized Appreciation or (Depreciation)
on Derivatives Recognized in Income |
| |||
Derivatives not accounted for as hedging instruments
|
| |
Written options
|
| |||
Equity contracts | | | | $ | (147,588) | | |
Total
|
| | | $ | (147,588) | | |
Voya Asia Pacific High Dividend Equity Income Fund | as of February 28, 2022 (continued) |
| | |
BNP
Paribas |
| |
JPMorgan
Chase Bank N.A. |
| |
Totals
|
| |||||||||
Liabilities: | | | | | | | | | | | | | | | | | | | |
Written options | | | | $ | 41,028 | | | | | $ | 198,277 | | | | | $ | 239,305 | | |
Total Liabilities
|
| | | $ | 41,028 | | | | | $ | 198,277 | | | | | $ | 239,305 | | |
Net OTC derivative instruments by counterparty, at fair value
|
| | | $ | (41,028) | | | | | $ | (198,277) | | | | | $ | (239,305) | | |
Total collateral pledged by the Fund/(Received from counterparty)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net Exposure(1)
|
| | | $ | (41,028) | | | | | $ | (198,277) | | | | | $ | (239,305) | | |
Fund Name
|
| |
Type
|
| |
Per Share Amount
|
| |||
Voya Asia Pacific High Dividend Equity Income Fund | | |
NII
|
| | | $ | 0.1668 | | |
| | |
ROC
|
| | | $ | 0.6932 | | |
|
Creditable
Foreign Taxes Paid |
| |
Per Share
Amount |
| |
Portion of Ordinary Income
Distribution Derived from Foreign Sourced Income* |
| ||||||
|
$491,817
|
| | | $ | 0.0413 | | | | | | 99.31% | | |
| | | | | |
Proposal
|
| |
Shares voted
for |
| |
Shares voted
against or withheld |
| |
Shares
abstained |
| |
Broker
non-vote |
| |
Total Shares
Voted |
| ||||||||||||||||||
Class II Trustees
|
| |
Voya Asia Pacific High
Dividend Equity Income Fund |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Colleen D. Baldwin | | | |
|
1*
|
| | | | | 7,185,862.000 | | | | | | 2,751,990.000 | | | | | | 0.000 | | | | | | 0.000 | | | | | | 9,937,852.00 | | |
| | | Joseph E. Obermeyer | | | |
|
1*
|
| | | | | 7,191,731.000 | | | | | | 2,746,121.000 | | | | | | 0.000 | | | | | | 0.000 | | | | | | 9,937,852.00 | | |
| | | Christopher P. Sullivan | | | |
|
1*
|
| | | | | 7,198,958.000 | | | | | | 2,738,894.000 | | | | | | 0.000 | | | | | | 0.000 | | | | | | 9,937,852.00 | | |
Name, Address and Age
|
| |
Position(s)
Held with the Trust |
| |
Term of Office and
Length of Time Served(1) |
| |
Principal
Occupation(s) – During the Past 5 Years |
| |
Number of
funds in Fund Complex Overseen by Trustee(2) |
| |
Other Board Positions
Held by Trustee |
| | | | | | ||||||||||
Independent Trustees: | | | | | | | | | | | | | | | | | |||||||||||||||
Colleen D. Baldwin
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 61 |
| |
Trustee
Chairperson
|
| |
October 2007 –
Present
January 2020 –
Present |
| | President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present). | | |
131
|
| |
Dentaquest (February 2014 –
Present); RSR Partners, Inc. (2016 – Present). |
| | | | | | ||||||||||
John V. Boyer
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 68 |
| | Trustee | | |
January 2007 –
Present |
| | Retired. Formerly, President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – December 2019). | | |
131
|
| | None. | | | | | | | ||||||||||
Patricia W. Chadwick
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 73 |
| | Trustee | | |
January 2007 –
Present |
| | Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 – Present). | | |
131
|
| | Wisconsin Energy Corporation (June 2006 – Present); The Royce Funds (22 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present). | | | | | | | ||||||||||
Martin J. Gavin
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, AZ 85258 Age: 72 |
| | Trustee | | |
August 2015 –
Present |
| | Retired. | | |
131
|
| | None. | | | | | | | ||||||||||
Joseph E. Obermeyer
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 64 |
| | Trustee | | |
May 2013 –
Present |
| | President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present). | | |
131
|
| | None. | | | | | | | ||||||||||
Sheryl K. Pressler
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 71 |
| | Trustee | | |
January 2007 –
Present |
| |
Consultant (May 2001 –
Present). |
| |
131
|
| | Centerra Gold Inc. (May 2008 – Present). | | | | | | | ||||||||||
Christopher P. Sullivan
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 68 |
| | Trustee | | |
October 2015 –
Present |
| | Retired. | | |
131
|
| | None. | | | | | | |
Name, Address and Age
|
| |
Position(s) Held
With the Trust |
| |
Term of Office and
Length of Time Served(1) |
| |
Principal Occupation(s) –
During the Past 5 Years |
|
Michael Bell
One Orange Way Windsor, Connecticut 06095 Age: 53 |
| | Chief Executive Officer | | | March 2018 – Present | | |
Chief Executive Officer and Director, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (March 2020 – Present); Chief Financial Officer, Voya Investment Management (September 2014 – Present). Formerly, Senior Vice President and Chief Financial Officer, Voya Investments Distributor, LLC (September 2019 –
March 2020); Senior Vice President and Treasurer, Voya Investments Distributor, LLC (November 2015 – September 2019); Senior Vice President, Chief Financial Officer and Treasurer, Voya Investments, LLC (November 2015 – March 2018). |
|
Dina Santoro
230 Park Avenue New York, New York 10169 Age: 48 |
| | President | | | March 2018 – Present | | |
President and Director, Voya Investments, LLC and Voya Capital, LLC (March 2018 – Present); Director, Voya Funds Services, LLC (March 2018 – Present); Director and Senior Vice President, Voya Investments Distributor, LLC (April 2018 –
Present); Chief Operating Officer and Senior Managing Director, Voya Investment Management (January 2022 – Present). Formerly, Senior Managing Director, Head of Product and Marketing Strategy, Voya Investment Management (September 2017 – December 2021); Managing Director, Quantitative Management Associates, LLC (January 2004 – August 2017). |
|
Jonathan Nash
230 Park Avenue New York, New York 10169 Age: 54 |
| |
Executive Vice President
Chief Investment Risk Officer
|
| |
March 2020 – Present
March 2020 – Present
|
| | Executive Vice President and Chief Investment Risk Officer, Voya Investments, LLC (March 2020 – Present) and Senior Vice President, Investment Risk Management, Voya Investment Management (March 2017 – Present). Formerly, Vice President, Voya Investments, LLC (September 2018 – March 2020); Consultant, DA Capital LLC (January 2016 – March 2017). | |
James M. Fink
5780 Powers Ferry Road NW Atlanta, Georgia 30327 Age: 64 |
| | Executive Vice President | | | March 2018 – Present | | |
Managing Director, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (April 2018 –
Present); Chief Administrative Officer, Voya Investment Management (September 2017 – Present). Formerly, Managing Director, Operations, Voya Investment Management (March 1999 – September 2017). |
|
Kevin M. Gleason
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 55 |
| | Chief Compliance Officer | | | February 2012 – Present | | | Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (February 2012 – Present). | |
Todd Modic
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 54 |
| | Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary | | | January 2007 – Present | | |
President, Voya Funds Services, LLC (March 2018 – Present) and Senior Vice President, Voya Investments, LLC (April 2005 –
Present). |
|
Kimberly A. Anderson
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 57 |
| |
Senior Vice President
|
| | January 2007 – Present | | | Senior Vice President, Voya Investments, LLC (September 2003 – Present). | |
Micheline S. Faver
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 44 |
| |
Senior Vice President
|
| | September 2020 – Present | | |
Senior Vice President, Head of Fund Compliance and Chief Compliance Officer, Voya Investments, LLC (March 2021 –
Present). Formerly, Vice President, Head of Fund Compliance and Chief Compliance Officer, Voya Investments, LLC (June 2016 – March 2021). |
|
Name, Address and Age
|
| |
Position(s) Held
With the Trust |
| |
Term of Office and
Length of Time Served(1) |
| |
Principal Occupation(s) –
During the Past 5 Years |
|
Robert Terris
5780 Powers Ferry Road NW Atlanta, Georgia 30327 Age: 51 |
| |
Senior Vice President
|
| | January 2007 – Present | | |
Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Senior Vice President, Head of Investment Services, Voya Investments, LLC (April 2018 –
Present) and Voya Funds Services, LLC (March 2006 – Present). Formerly, Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – April 2018). |
|
Fred Bedoya
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 49 |
| |
Vice President
Treasurer
|
| | September 2012 – Present | | |
Vice President, Voya Investments, LLC (October 2015 –
Present) and Voya Funds Services, LLC (July 2012 – Present). |
|
Maria M. Anderson
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 63 |
| | Vice President | | | January 2007 – Present | | |
Vice President, Voya Investments, LLC (October 2015 –
Present) and Voya Funds Services, LLC (September 2004 – Present). |
|
Sara M. Donaldson
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 62 |
| | Vice President | | | September 2014 – Present | | |
Senior Vice President, Voya Investments, LLC (February 2022 –
Present). Formerly, Vice President, Voya Investments, LLC (October 2015 – February 2022). |
|
Robyn L. Ichilov
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 54 |
| | Vice President | | | January 2007 – Present | | |
Vice President, Voya Funds Services, LLC (November 1995 –
Present) and Voya Investments, LLC (August 1997 – Present). |
|
Jason Kadavy
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 46 |
| | Vice President | | | September 2012 – Present | | |
Vice President, Voya Investments, LLC (October 2015 –
Present) and Voya Funds Services, LLC (July 2007 – Present). |
|
Andrew K. Schlueter
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 46 |
| | Vice President | | | March 2018 – Present | | |
Vice President, Voya Investments Distributor, LLC (April 2018 –
Present); Vice President, Voya Investments, LLC and Voya Funds Services, LLC (March 2018 – Present); Vice President, Head of Mutual Fund Operations, Voya Investment Management (February 2018 – Present). Formerly, Vice President, Voya Investment Management (March 2014 – February 2018). |
|
Craig Wheeler
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 53 |
| | Vice President | | | May 2013 – Present | | | Vice President – Director of Tax, Voya Investments, LLC (October 2015 – Present). | |
Freddee McGough
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age:56 |
| | Assistant Vice President | | | November 2019 – Present | | | Assistant Vice President, Voya Investment Management (September 2001 – Current). | |
Monia Piacenti
One Orange Way Windsor, Connecticut 06095 Age: 45 |
| | Anti-Money Laundering Officer | | | June 2018 – Present | | | Anti-Money Laundering Officer, Voya Investments Distributor, LLC, Voya Investment Management and Voya Investment Management Trust Co. (June 2018 – Present); Compliance Consultant, Voya Financial, Inc. (January 2019 – Present). Formerly, Senior Compliance Officer, Voya Investment Management (December 2009 – December 2018). | |
Name, Address and Age
|
| |
Position(s) Held
With the Trust |
| |
Term of Office and
Length of Time Served(1) |
| |
Principal Occupation(s) –
During the Past 5 Years |
|
Joanne F. Osberg
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 40 |
| | Secretary | | | September 2020 – Present | | | Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (September 2020 – Present). Formerly, Vice President, Counsel, Voya Investment Management – Mutual Fund Legal Department (January 2013 – September 2020). | |
Paul A. Caldarelli
7337 East Doubletree Ranch Rd. Suite 100 Scottsdale, Arizona 85258 Age: 70 |
| | Assistant Secretary | | | June 2010 – Present | | |
Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 –
Present). |
|
|
Declaration
Date |
| |
Ex Date
|
| |
Record Date
|
| |
Payable Date
|
|
| 15-Mar-22 | | | 1-Apr-22 | | | 4-Apr-22 | | | 18-Apr-22 | |
| 15-Jun-22 | | | 1-Jul-22 | | | 5-Jul-22 | | | 15-Jul-22 | |
| 15-Sep-22 | | | 3-Oct-22 | | | 4-Oct-22 | | | 17-Oct-22 | |
| 15-Dec-22 | | | 29-Dec-22 | | | 30-Dec-22 | | | 17-Jan-23 | |
Item 2. Code of Ethics.
As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code of ethics is filed herewith pursuant to Item 10(a)(1), Ex-99.CODE ETH.
Item 3. Audit Committee Financial Expert.
The Board of Trustees has determined that Colleen D. Baldwin, Martin J. Gavin, and Joseph E. Obermeyer are audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Baldwin, Mr. Gavin, and Mr. Obermeyer are “independent” for purposes of Item 3 of Form N-CSR.
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 years ended February 28, 2022 and February 28, 2021 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.
(a) | Audit Fees: 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, 2022 and $23,900 for the year ended February 28, 2021. |
(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, 2022 and $0 for the year ended February 28, 2021. |
(c) | Tax Fees(1): 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 $37,439 for the year ended February 28, 2022 and $10,110 for the year ended February 28, 2021. Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state, and excise tax returns, tax services related to mergers and routine consulting. |
(d) | All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by EY, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the year ended February 28, 2022 and $0 for the year ended February 28, 2021. |
(1) For the fiscal year ended February 28, 2021, the previous independent public accounting firm billed $730 for Tax 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.
1 |
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 18, 2021
Appendix
A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2022 through December 31, 2022
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, 2022 through December 31, 2022
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, 2022 through December 31, 2022
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, 2022 through December 31, 2022
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, 2022 through December 31, 2022
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, 2022 to December 31, 2022
· | 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 |
· | Actuarial services |
· | Internal audit outsourcing services |
· | Management functions |
· | Human resources |
· | Broker-dealer, investment adviser, or investment banking services |
· | Legal 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 INVESTORS TRUST
VOYA GOVERNMENT MONEY MARKET PORTFOLIO
VOYA MUTUAL FUNDS
VOYA PARTNERS, INC.
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, 2022 and February 28, 2021; 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 | 2022 | 2021(1) | ||||||
Voya Asia Pacific High Dividend Equity Income Fund | $ | 37,439 | $ | 10,110 | ||||
Voya Investments, LLC (2) | $ | 12,007,569 | $ | 16,501,954 |
(1) For the fiscal year ended February 28, 2021, the previous independent public accounting firm billed the Registrant $730 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 5. Audit Committee of Listed Registrants.
a. | The registrant has a separately-designated standing audit committee. The members are Colleen D. Baldwin, Martin J. Gavin, and Joseph E. Obermeyer. |
b. | Not applicable. |
Item 6. Schedule of Investments.
Schedule is included as part of the report to shareholders filed under Item 1 of this Form.
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: January 27, 2022
Introduction
These Proxy Voting Procedures and Guidelines (the “Procedures”, the “Guidelines”) set forth the procedures and guidelines to be followed by Voya Investments, LLC (referred to as the “Advisor”) for the voting of proxies of the Voya funds for which the Advisor serves as the investment manager (the “Funds”). These Procedures and Guidelines have been approved by the Board of Directors/Trustees of the Funds (the “Board”).
The Board may determine to delegate proxy voting to a sub-advisor of one or more Funds (rather than to the Advisor), in which case, the sub-advisor’s proxy policies and procedures for implementation on behalf of such Voya fund (a “Sub-Advisor-Voted Fund”) shall be subject to approval by the Board. 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.
Pursuant to these Procedures and Guidelines, the Active Ownership team (the “AO Team”) is hereby delegated the responsibility to vote the Funds’ proxies in accordance with these Procedures and Guidelines on behalf of the Funds. In addition, the Compliance Committee of the Board is hereby delegated certain oversight duties regarding the Advisor’s functions that pertain to the voting of the Funds’ proxies.
The engagement of a Proxy Advisory Firm shall be subject to the initial approval, and to the annual review and approval, of the Board. The AO Team 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 approval. 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
AO Team
The Voya AO Team 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 AO Team 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 AO Team 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 AO Team, 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 AO Team 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 AO Team 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.
Proxy Group
The members of the Proxy Group, which may include employees of the Advisor’s affiliates, 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’ AO Team 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”. Investment Professionals are encouraged to submit a recommendation to the AO Team 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 AO Team 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 AO Team, 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 AO Team follows the directions of a majority of a quorum responding via e-mail.
A Proxy Group meeting will be held whenever:
· | The AO Team 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. |
· | The AO Team requests the Proxy Group’s input and vote recommendation on a matter. |
At its discretion, the Proxy Group may provide the AO Team 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 AO Team 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 AO Team 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. |
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 AO Team 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 AO Team 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 AO Team will abstain from voting on the proposal(s). However, the AO Team 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 AO Team 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 AO Team, 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 AO Team, to vote in this manner.
Out-of-Guidelines Votes: Votes Contrary to the Guidelines
A vote would be considered Out-of-Guidelines if the:
· | Vote is contrary to the Guidelines based on the Compliance Committee or Proxy Group determination that the application of the Guidelines is inapplicable or inappropriate under the circumstances. Such votes include, but are not limited to votes cast based on the recommendation of an Investment Professional. |
· | Vote is contrary to the Guidelines unless the Guidelines stipulate Case-by-Case consideration or that primary consideration will be given to input from an Investment Professional, notwithstanding that the vote appears contrary to these Procedures and Guidelines and/or the Proxy Advisory Firm’s recommendation. |
Routine Matters
Upon instruction from the AO Team, 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 AO Team 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 AO Team may solicit additional research or clarification from the Proxy Advisory Firm, Investment Professional(s), or other sources.
The AO Team will review matters requiring Case-by-Case consideration to determine if the Proxy Group had previously provided the AO Team 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 AO Team will forward the Proxy Advisory Firm’s analysis and recommendation, the AO Team’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 AO Team 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 AO Team will make reasonable efforts to secure and vote all proxies for the Funds, including markets where shareholders’ rights are limited. Nevertheless, the Proxy Group may recommend that a Fund refrain from voting under certain circumstances including:
· | The economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with fractional shares, securities no longer held in the portfolio of a Voya fund or proxies being considered on behalf of a Fund that is no longer in existence. |
· | The cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases when share blocking practices may impose trading restrictions on the relevant portfolio security. |
In such cases, the Proxy Group may instruct the Proxy Advisory Firm, through the AO Team, not to vote such proxy. The Proxy Group may provide the AO Team 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 AO Team 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 AO Team 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 AO Team how such referred proposals should be voted.
The AO Team 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 AO Team 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.
Conflicts of Interest
The Advisor shall act in the Funds’ beneficial owners’ best interests and strive to avoid conflicts of interest.
Conflicts of interest can arise, for example, in situations where:
· | The issuer is a vendor whose products or services are material to the Voya Funds, the Advisor or their affiliates; |
· | The issuer is an entity participating to a material extent in the distribution of the Voya Funds; |
· | The issuer is a significant executing broker dealer; |
· | Any individual that participates in the voting process for the Funds including an Investment Professional, a member of the Proxy Group, an employee of the Advisor, or Director/Trustee of the Board serves as a director or officer of the issuer; or |
· | The issuer is Voya Financial. |
Potential Conflicts with a Proxy Issuer
The AO Team 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 AO Team any potential conflicts of interests prior to discussing the Proxy Advisory Firms’ recommendation.
The Proxy Group member will advise the AO Team 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 AO Team.
The AO Team 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 AO Team 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 AO Team 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 AO Team will refer the proposal to the Compliance Committee Chair, forwarding all information relevant to the Compliance Committee’s review, including the following or a summary of its contents:
· | The applicable Procedures and Guidelines |
· | The Proxy Advisory Firm recommendation |
· | The Investment Professional(s)’s recommendation, if available |
· | Any resources used by the Proxy Group in arriving at its recommendation |
· | Counsel’s findings |
· | Conflicts Report(s) and/or any other written materials establishing whether a conflict of interest exists. |
In the event a member of the Funds’ Compliance Committee believes he/she has a conflict of interest that would preclude him/her from making a vote determination in the best interests of the applicable Fund’s beneficial owners, the Compliance Committee member will advise the Compliance Committee Chair and recuse himself/herself with respect to the relevant proxy determinations.
Conflicts Reports
Investment Professionals, the Proxy Advisory Firm, and members of the Compliance Committee, the Proxy Group, and the AO Team 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 AO Team 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 AO Team as soon as possible and may be submitted to the AO Team verbally, provided the AO Team completes the Conflicts Report, and the submitter reviews and approves the Conflict Report in writing.
The AO Team will forward all Conflicts Reports to Counsel for review. Upon review, Counsel will provide the AO Team 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 AO Team, on behalf of the Board and the Advisor, will assess if the Proxy Advisory Firm:
· | Is independent from the Advisor |
· | Has resources that indicate it can competently provide analysis of proxy issues |
· | Can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners |
· | Has adequate compliance policies and procedures to: |
o | Ensure that its proxy voting recommendations are based on current and accurate information |
o | Identify and address conflicts of interest. |
The AO Team will utilize, and the Proxy Advisory Firm will comply with, such methods for completing the assessment as the AO Team may deem reasonably appropriate. The Proxy Advisory Firm will also promptly notify the AO Team in writing of any material change to information previously provided to the AO Team 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 AO Team 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:
· | If the Fund-of-Funds and the underlying fund are being solicited to vote on the same proposal (e.g., the election of fund directors/trustees), the Fund-of-Funds will vote the shares it holds in the underlying fund in the same proportion as all votes received from the holders of the Fund-of-Funds’ shares with respect to that proposal. |
· | If the Fund-of-Funds is being solicited to vote on a proposal for an underlying fund (e.g., a new Sub-Advisor to the underlying fund), and there is no corresponding proposal at the Fund-of-Funds level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal. |
An Investing Fund (e.g., any Voya fund), while not a Fund-of-Funds will have the foregoing Fund-of-Funds procedure applied to any Investing Fund that invests in one or more underlying funds. Accordingly:
· | Each Investing Fund will “echo” vote its interests in an underlying fund, if the underlying fund has shareholders other than the Investing Fund. |
· | In the event an underlying fund has no other shareholders, and the Investing Fund and the underlying fund are being solicited to vote on the same proposal, the Investing Fund will vote its interests in the underlying fund in the same proportion as all votes received from the holders of its own shares on that proposal. |
· | In the event an underlying fund has no other shareholders, and there is no corresponding proposal at the Investing Fund level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal. |
A fund that is a “Feeder Fund” in a master-feeder structure passes votes requested by the underlying master fund to its shareholders. Meaning that, if the master fund solicits the Feeder Fund, the Feeder Fund will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to how it should vote its interest in an underlying master fund.
When a Voya fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master fund’s proxy voting policies and procedures. As such, except as described in 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 AO Team 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 AO Team, 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.
Reporting to the Compliance Committee
At each regularly scheduled quarterly Compliance Committee meeting, the Compliance Committee will receive a report from the AO Team indicating each proxy proposal, or a summary of such proposals, that was:
1. | Voted Out-of-Guidelines, including any proposals voted Out-of-Guidelines as a result of special circumstances raised by an Investment Professional; |
2. | Voted Within-Guidelines in cases when the Proxy Group did not agree with an Investment Professional’s recommendation; |
3. | Referred to the Compliance Committee for determination. |
The report will indicate the name of the company, the substance of the proposal, a summary of the Investment Professional’s recommendation, where applicable, and the reasons for voting, or recommending, an Out-of-Guidelines Vote or, in the case of (2) above, a Within-Guidelines Vote.
Reporting by the AO Team on behalf of the Advisor
The Advisor will maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following:
· | A copy of each proxy statement received regarding a Fund’s portfolio securities. Such proxy statements the issuers send are available either in the SEC’s EDGAR database or upon request from the Proxy Advisory Firm. |
· | A record of each vote cast on behalf of a Fund. |
· | A copy of any Advisor-created document that was material to making a proxy vote decision, or that memorializes the basis for that decision. |
· | A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Advisor voted proxies on behalf of a Fund. |
· | A record of all recommendations from Investment Professionals to vote contrary to the Guidelines. |
· | All proxy questions/recommendations that have been referred to the Compliance Committee, and all applicable recommendations, analyses, research, Conflict Reports, and vote determinations. |
All proxy voting materials and supporting documentation will be retained for a minimum of six years, the first two years in the Advisor’s office.
Records Maintained by the Proxy Advisory Firm
The Proxy Advisory Firm will retain a record of all proxy votes handled by the Proxy Advisory Firm. Such record must reflect all the information required to be disclosed in a Fund’s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Proxy Advisory Firm is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Advisor upon request.
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.
Investment Professionals are encouraged to submit a recommendation to the AO Team 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. Further, shareholder proposals will generally not be supported if they impose excessive costs and/or are overly restrictive or prescriptive. Depending on the relevant market, appropriate opposition may be expressed as an ABSTAIN, AGAINST, or WITHHOLD vote.
In the event competing shareholder and board proposals appear on the same agenda at uncontested proxies, the shareholder proposal will generally not by supported and the management proposal supported when the management proposal meets the factors for support under the relevant topic/policy (e.g., Allocation of Income and Dividends), otherwise consider the competing proposals on a CASE-BY-CASE basis.
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:
· | 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; |
· | 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: |
· | The company or market transitions to better practices (e.g., having committed to new regulations or governance codes); |
· | The market standard is stricter than the Fund’s guidelines; or |
· | It is the more favorable choice when shareholders must choose between alternate proposals. |
Proposal Specific Policies
As mentioned above, these policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on 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:
1- | The Board of Directors |
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:
· | Relevant committee chair |
· | Relevant committee member(s) |
· | Board chair. |
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:
· | Bundled slates of directors (e.g., Canada, France, Hong Kong, or Spain); |
· | In markets with term lengths capped by regulation or market practice, directors whose terms exceed the caps or are not disclosed; or |
· | Directors whose names are not disclosed in advance of the meeting or far enough in advance relative to voting deadlines to make an informed voting decision. |
For companies with multiple slates in Italy, follow the Proxy Advisory Firm’s standards for assessing which slate is best suited to represent shareholder interests.
Independence
Director and Board/Committee Independence
The Funds expect boards to have an appropriate level of independence at both the board and key committee level. Audit, compensation/remuneration, nominating and/or governance committees are considered key committees. A director would be deemed non-independent if the individual had/has a relationship with the company that could potentially influence the individual’s objectivity causing the inability to satisfy fiduciary standards on behalf of shareholders. The Funds will consider the relevant country or market listing exchange, the country’s corporate governance code, the Proxy Advisory Firm’s standards, and generally accepted best practice (collectively “Independence Expectations”) 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 Independence Expectations.
· | 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. |
· | 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 Independence Expectations. |
· | WITHHOLD support from key committee slates if they contain non-independent directors. |
· | WITHHOLD support from non-independent nominating committee chair, board chair, and/or directors if the full board serves or appears to serve as a key committee, the board has not established a key committee, or the board and/or a key committee(s) does not meet the Independence Expectations. |
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.
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
Vote AGAINST directors who sit on more than:
· | Two public boards in addition to their own and are named executives officers at any of the companies, WITHHOLD support only at their outside boards. |
· | Six public company boards, or |
· | Four public company boards and is the Board Chair at two or more public companies. |
.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).
Consider shareholder proposals on a CASE-BY-CASE basis that require the positions of chairman and CEO be held separately.
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
Vote AGAINST directors according to the Vote Accountability Guideline if there is an absence of diversity on the board; consider on a CASE-BY-CASE basis if diversity was present prior to the most recent annual meeting.
Vote FOR shareholder proposals 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.
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. Consider compensation committee members on a CASE-BY-CASE basis 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, 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 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 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 on a CASE-BY-CASE basis audit committee members, the company’s CEO or CFO, if nominated as directors, or the board chair or lead director, 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.
Vote AGAINST applicable directors 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.
WITHHOLD support from incumbent directors (tenure being greater than one year) if (a) no governance or nominating committee directors are under consideration or the company does not have governance or nominating committees, and (b) no director holding the shares with superior voting rights is under consideration; otherwise, consider on a CASE-BY-CASE basis all directors. Investment Professionals that have day-to-day portfolio management responsibility for such companies may be requested to submit a recommendation to the AO Team.
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.
WITHHOLD support on a director if the board has not acted upon the director who did not receive shareholder support representing a majority of the votes cast at the previous annual meeting; consider such directors on a CASE-BY-CASE basis if the company has a controlling shareholder(s).
Vote FOR when the issue relevant to the majority negative vote has been adequately addressed or cured, which may include sufficient disclosure of the board’s rationale.
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.
Vote AGAINST if the resulting change(s) would mean the board would not meet Independence Expectations.
For companies in Japan, generally vote FOR proposals seeking a board structure that would provide greater independent oversight.
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.
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.
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.
2- | Compensation |
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.
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. |
· | Legacy single trigger severance provisions in plans, contracts, or payments that do not require an actual change in control in order to be triggered. |
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 |
· | 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. |
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:
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.
Vote AGAINST performance-based 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.
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 severance provisions are double-triggered. Vote FOR the proposal if such provisions are not double-triggered.
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 Severance Provisions
Vote AGAINST new or materially amended plans, contracts, or payments that include single trigger change in control 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 severance provisions.
Compensation-Related Shareholder Proposals
Executive and Director Compensation
Consider on a CASE-BY-CASE basis shareholder proposals that seek to impose new compensation structures or policies.
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.
3- | Audit-Related |
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.
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:
· | Is controlled; |
· | 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.
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 on a CASE-BY-CASE basis proposals to adopt fair price provisions.
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 on a CASE-BY-CASE basis proposals to change a company’s state of incorporation.
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. |
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
Vote FOR management proposals to permit shareholders to call special meetings.
Consider on a CASE-BY-CASE basis management proposals to adjust the thresholds applicable to call a special meeting.
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). |
Vote FOR shareholder proposals seeking the right to act by written consent if the above conditions are not present.
Vote AGAINST management proposals to eliminate the right to act by written consent.
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 on a CASE-BY-CASE basis management proposals to make changes to the capital structure not otherwise addressed under these Guidelines, 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.
Capital
Common Stock Authorization
Consider on a CASE-BY-CASE basis proposals to increase the number of shares of common stock authorized for issuance. 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).
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 on a CASE-BY-CASE basis shareholder proposals seeking share repurchase programs, 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”)).
In any market, in the event multiple proposals regarding dividends are on the same agenda, vote FOR the management proposal if the proposal meets the support conditions described above and vote AGAINST the shareholder proposal; otherwise, 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).
Consider on a case-by-case basis 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.
6- | Environmental and Social Issues |
Environmental and Social Proposals
Institutional shareholders are scrutinizing an increasing number of shareholder proposals regarding environmental and social matters. Accordingly, in addition to the company’s governance risks and opportunities, companies should also assess their environmental and social risks and opportunities as it pertains to its stakeholders including its employees, shareholders, communities, suppliers, and customers.
Companies should adequately disclose how they evaluate and mitigate such material risks in order to allow shareholders to assess how well the companies are mitigating and leveraging their social and environmental risks and opportunities Ideally, companies should adopt disclosure methodologies taking into account recommendations from the Sustainability Accounting Standards Board (SASB), Task Force on Climate-related Financial Disclosures (TCFD), or Global Reporting Initiative (GRI) to foster uniform disclosure and to allow shareholders to assess risks across issuers.
Accordingly, vote FOR proposals related to environmental, sustainability and corporate social responsibility if the company’s disclosure and/or its management of the issue(s) appears inadequate relative to its peers and if the proposal:
· | is applicable to the company’s business, |
· | enhances long-term shareholder value, |
· | requests more transparency and commitment to improve the company’s environmental and/or social risks, |
· | aims to benefit the company’s stakeholders, |
· | is reasonable and not unduly onerous or costly, or |
· | is not requesting data that is primarily duplicative to data the company already publicly provides. |
Environmental
Generally, vote FOR proposals relating to environmental impact that reasonably:
· | aim to reduce negative environmental impact, including the reduction of GHG emissions and other contributing factors to global climate change, |
· | request disclosure of how the company is addressing its impact on the climate. |
Social
Generally, vote FOR proposals relating to corporate social responsibility that request disclosure of how the company is managing its:
· | employee and board diversity |
· | human capital management, human rights, and supply chain risks. |
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.
7- | Routine/Miscellaneous |
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.
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.
8- | Mutual Fund Proxies |
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.
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 co-chief investment officer, equities at Voya Investment Management. Vincent is also the head of the global quantitative equities team and serves as a portfolio manager for the active quantitative and fundamental large cap value strategies. Previously at Voya, he 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 iis 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, 2022 unless otherwise indicated.
Voya Asia Pacific High Dividend Equity Income Fund (IAE)
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 | 52 | $19,461,358,846 | 13 | $4,543,972,460 | 0 | $0 |
Vincent Costa | 20 | $9,757,821,104 | 24 | $747,644,706 | 16 | $984,564,271 |
Peg DiOrio | 13 | $4,210,168,360 | 0 | $0 | 10 | $642,886,890 |
Steven Wetter | 26 | $26,615,333,084 | 2 | $447,782,286 | 3 | $726,157,512 |
(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 separate accounts, 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, Voya IM 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.
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).
(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, 2022, 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.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) | Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR. |
(b) | There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
The Bank of New York Mellon serves as the securities lending agent. As the securities lending agent, The Bank of New York Mellon administers the securities lending program.
The following table provides the dollar amounts of income and fees/compensation related to the securities lending activities of the Fund for its most recent fiscal year. There are no fees paid to the securities lending agent for cash collateral management services, administrative fees, indemnification fees, or other fees.
Fund | Gross securities lending income |
Fees
paid to securities lending agent from revenue split |
Positive Rebate |
Negative Rebate |
Net Rebate |
Total
Aggregate fees/compensation paid to securities lending agent or broker |
Net Securities Income |
Voya Asia Pacific High Dividend Equity Income Fund |
None | None | None | None | None | None | None |
Item 13. Exhibits.
(a)(3) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): Voya Asia Pacific High Dividend Equity Income Fund
By | /s/ Michael Bell | |
Michael Bell | ||
Chief Executive Officer |
Date: May 4, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | /s/ Michael Bell | |
Michael Bell | ||
Chief Executive Officer |
Date: May 4, 2022
By | /s/ Todd Modic | |
Todd Modic | ||
Senior Vice President and Chief Financial Officer |
Date: May 4, 2022
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