DEF 14A

DEF 14A 1 d174212ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the ☐

Registrant

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

VOYA PRIME RATE TRUST

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



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Fee paid previously with preliminary materials.

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Voya Prime Rate Trust

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, AZ 85258-2034

April 21, 2021

Dear Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders (the “Special Meeting”) of Voya Prime Rate Trust (the “Fund”) to be held on May 21, 2021 at 3:00 p.m, Eastern Time. You will be able to participate in the Special Meeting, vote and submit your questions via live webcast by visiting https://www.viewproxy.com/voya/broadridgevsm/.

At the Special Meeting, shareholders of the Fund (“Shareholders”) will vote on a proposal to approve a new investment management agreement between the Fund and Saba Capital Management, L.P. (“Saba”) (the “New Management Agreement”). The Fund’s current investment adviser, Voya Investments, LLC (“VIL”), and the Fund’s current sub-adviser, Voya Investment Management Co. LLC (“Voya IM”), have submitted their respective resignations, effective as of June 22, 2021 and such resignation was accepted by the Board. The VIL and Voya IM resignations followed a request for proposal process undertaken by a strategic committee established by the Board of Trustees. At this juncture, VIL and Voya IM determined to submit their resignations as adviser and sub-adviser to the Fund, respectively, as they concluded that engaging a new investment manager to be appropriate in light of the Board’s direction for the Fund.

At meetings of the Board of Trustees of the Fund (the “Board”) held on March 22, 2021 and April 1, 2021, respectively, the independent members of the Board, after careful consideration, determined to select Saba to serve as investment manager of the Fund and to assume responsibility for providing the investment management services that are now provided to the Fund by VIL and Voya IM (the “Adviser Transition”), and to approve the New Management Agreement in connection with such Adviser Transition. The New Management Agreement must also be approved by Shareholders to become effective.

As described in the accompanying Proxy Statement, the terms of the New Management Agreement differ from the terms of the current investment management agreement between the Fund and VIL in view of revisions necessary to bring the New Management Agreement in line with recent market precedent in the registered closed-end fund space, and to reflect the fact that the Fund expects to retain a third-party administrator to provide administrative services to the Fund as part of the Adviser Transition. Effective upon the Adviser Transition date, all investment management and administrative services will no longer be provided by VIL and Voya IM. There will be no change in fees payable by the Fund under the New Management Agreement, nor is it expected that the Fund will bear any increase in the aggregate amount of other fees or expenses as a result of the Adviser Transition. In addition, Saba expects to enter into an expense limitation agreement with the Fund, to be effective upon consummation of the Adviser Transition, on substantially the same terms as the current expense limitation agreement. The expense cap in the Saba expense limitation agreement mirrors that of the Fund’s current expense limitation agreement and therefore the total fees and expenses borne by the Fund are expected to remain the same. The aggregate fees and expenses would, however, increase in the absence of a new expense limitation agreement.

The Board, including a majority of non-interested trustees, has approved the New Management Agreement and believes it to be in the best interests of the Fund and its Shareholders. Subject to obtaining approval by Shareholders of the New Management Agreement, and to the satisfaction of various other conditions that are described in the enclosed Proxy Statement, it is expected that the Adviser Transition will be effected on or about the date of the Special Meeting, May 21, 2021, but in no event later than June 22, 2021. This proposal is explained more fully in the accompanying Proxy Statement. Shareholders are also being asked to approve changes to certain fundamental policies of the Fund, in order to provide the Fund with greater investment flexibility subsequent to the Adviser Transition. In addition, Shareholders are being asked to approve a change of the Fund’s investment objective.

In connection with the Adviser Transition, the Board requested that the Fund begin to liquidate a portion of its portfolio to provide additional liquidity and investment flexibility subsequent to completion of the Adviser Transition. Accordingly, as of March 31, 2021, approximately $76.3 Million, representing approximately 12.7% of the Fund’s investment portfolio, was held in cash or cash equivalents, and up to 30% of the Fund’s portfolio may ultimately consist of cash and cash equivalents immediately prior to completion of the Adviser Transition. As a result, the Fund’s expected average yield on its investments and corresponding net investment income available for distribution to shareholders will likely be reduced on a temporary basis.

Following the completion of the Adviser Transition, the Fund’s name will change to Saba Capital Income & Opportunities Fund. The common shares of the Fund will continue to be listed on the New York Stock Exchange, although the ticker symbol will change upon the change in the name of the Fund to BRW. Further details regarding the business to be conducted at the Special Meeting are more fully described in the accompanying Notice of Special Meeting and Proxy Statement.

It is important that your shares be represented at the Special Meeting. If you are unable to attend the Special Meeting virtually, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided, vote your shares by telephone, or vote via the Internet. Your vote is important.

Sincerely yours,

Andrew Kellerman

Chairperson of the Board and Trustee

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of

Shareholders to Be Held on May 21, 2021.

This Proxy Statement and Notice of the Special Meeting of Shareholders are

available at: www.proxyvote.com.

The following information applicable to the Special Meeting may be found in the proxy statement and accompanying proxy card:

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The date, time and location of the meeting;

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A list of the matters intended to be acted on and our recommendations regarding those matters;

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Any control/identification numbers that you need to access your proxy card; and

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Information about attending the meeting and voting.

Voya Prime Rate Trust

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, AZ 85258-2034

April 21, 2021

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 21, 2021

To the Shareholders of Voya Prime Rate Trust:

The Special Meeting of Shareholders (the “Special Meeting”) of Voya Prime Rate Trust (the “Fund”) will be held on May 21, 2021 at 3:00 p.m., Eastern Time for the following purposes:

To approve the New Investment Management Agreement between the Fund and Saba Capital Management, L.P.;

To remove the Fund’s fundamental investment restriction relating to investing in warrants;

To remove the Fund’s fundamental investment restriction relating to purchasing or selling equity securities, engaging in short-selling and the use of certain option arrangements;

To remove the Fund’s fundamental investment restriction relating to investing in other investment companies;

To approve changing the Fund’s sub-classification under the Investment Company Act of 1940 from “diversified” to “non-diversified”;

To approve a change of the Fund’s investment objective and to make the investment objective non-fundamental;

To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies; and

To transact such other business as may properly come before the Special Meeting, or any postponement or adjournment thereof.

You will be able to participate in the Special Meeting, vote and submit your questions via live webcast by visiting https://www.viewproxy.com/voya/broadridgevsm/. Prior to the Special Meeting you will be able to vote electronically at www.proxyvote.com.

THE BOARD OF TRUSTEES, INCLUDING THE NON-INTERESTED TRUSTEES,

UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

Each proposal is discussed in greater detail in the enclosed Proxy Statement. You have the right to receive notice of and to vote at the Special Meeting if you were a shareholder of record at the close of business on March 8, 2021. Whether or not you expect to attend the meeting virtually, please sign the enclosed proxy and return it promptly in the self-addressed envelope provided, or submit your vote by calling toll free at the telephone number indicated on the enclosed proxy card, or submit your vote through the Internet website as indicated on the proxy card. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve any of the foregoing proposals at the time of the Special Meeting, the Special Meeting may be adjourned in order to permit further solicitation of proxies by the Fund.

By Order of the Board of Trustees,

Andrew Kellerman

Chairperson of the Board and Trustee

New York, New York

April 21, 2021

This is an important meeting. To ensure proper representation at the meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, vote your shares by telephone, or vote via the Internet. Even if you vote your shares prior to the Special Meeting, you still may attend the meeting virtually and vote your shares.

If you have any questions about the special meeting or any of the proposals after reading the accompanying proxy statement, please contact our proxy solicitor, Innisfree M&A Incorporated:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll free: (877) 825-8964

Banks and Brokers may call collect: (212) 750-5833

GENERAL INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

Q1: Why did you send me this proxy statement?

The Fund sent you this proxy statement and the enclosed proxy card because the Board is soliciting your proxy to vote at the Special Meeting. The Special Meeting will be held on May 21, 2021 at 3:00 p.m., Eastern Time. You will be able to participate in the Special Meeting, vote and submit your questions via live webcast by visiting https://www.viewproxy.com/voya/broadridgevsm/.

This proxy statement summarizes the information regarding the matters to be voted upon at the Special Meeting. However, you do not need to attend the Special Meeting to vote your shares. You may simply complete, sign, and return the enclosed proxy card, or submit your vote by calling toll free at the telephone number indicated on the enclosed proxy card, or vote your shares through the Internet, as indicated on the proxy card.

As of March 8, 2021, the date for determining shareholders of the Fund (“Shareholders”) entitled to vote at the Special Meeting (the “Record Date”), there were 121,775,465.7790 of the Fund’s common shares of beneficial interest. If you owned shares on the Record Date, you are entitled to one vote for each whole share you owned as of that date and any fractional share shall be entitled to a proportionate fractional vote. The Fund began mailing this proxy statement on or about April 21, 2021 to all Shareholders entitled to vote their shares at the Special Meeting.

Q2: What am I being asked to vote on?

A:	At the Special Meeting, Shareholders are being asked to vote for the following proposals:

SEC Form DEF 14A filed by Voya Prime Rate Trust