Item 4. Principal Accountant Fees and Services.
Below are the amount of fees that Ernst & Young LLP (“EY”),
the Registrant’s current Independent Registered Public Accounting Firm, billed and paid to the Fund during the Fund’s fiscal
years ended February 28, 2023 and February 28, 2022.
(a) | Audit
Fees:
The aggregate fees billed and paid 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 $26,770 for the year ended February 28, 2023 and $23,900
for the year ended February 28, 2022. |
(b) | Audit-Related
Fees: The aggregate fees billed and paid 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, 2023 and $0 for the year ended February 28,
2022. |
(c) | Tax Fees: The aggregate fees billed and paid in each of the last two fiscal years for professional
services rendered by EY for tax compliance, tax advice, and tax planning were $44,664 for the year ended
February 28, 2023 and $37,439 for the year ended February 28, 2022. Such services included
review of excise distribution calculations (if applicable), preparation of the Registrants’ federal,
state, and excise tax returns, tax services related to mergers and routine consulting. |
(d) | All Other Fees: The aggregate fees billed and paid 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, 2023 and $0 for the year ended February 28,
2022. |
(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.
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.
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.
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).
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.
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 17, 2022
Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2023 through December 31, 2023
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 $840 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, 2023 through December 31, 2023
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, 2023 through December 31, 2023
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 (Funds fees) |
√ |
|
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, 2023 through December 31, 2023
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 |
Tax compliance services related to return preparation for the Funds (Adviser Fees) |
|
√ |
As presented to Audit Committee3 |
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 |
EU Reclaims IRS Closing Agreement Filings |
√ |
|
$20,000 per Fund first closing agreement, $5,000 for subsequent closing agreements for same Fund |
| 3 | 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 D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2023 through December 31, 2023
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, 2023 to December 31, 2023
| ● | Bookkeeping or other services related to the accounting records or financial statements of the Funds |
| ● | Financial information systems design and implementation |
| ● | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports |
| ● | Internal audit outsourcing services |
| ● | Broker-dealer, investment adviser, or investment banking services |
| ● | Expert services unrelated to the audit |
| ● | Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible |
EXHIBIT A
VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME
FUND
VOYA BALANCED PORTFOLIO, INC.
VOYA CREDIT INCOME FUND
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 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 and paid to the Registrant by the independent
registered public accounting firm for the Registrant’s fiscal years ended, February 28, 2023
and February 28, 2022; 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 | |
2023 | | |
2022 | |
Voya Asia Pacific High Dividend
Equity Income Fund | |
$ | 44,664 | | |
$ | 37,439 | |
Voya Investments, LLC (1) | |
$ | 10,659,560 | | |
$ | 12,007,569 | |
(1) The
Registrant’s investment adviser and any of its affiliates, which are subsidiaries of Voya Financial, Inc.
(h) | Principal Accountants Independence: The Registrant’s Audit committee has considered
whether the provision of non-audit services that were rendered to the registrant’s investment
adviser and any entity controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of
Regulation S-X is compatible with maintaining EY’s independence. |
Item 7. Disclosure of Proxy Voting Policies and
Procedures for Closed-End Management Investment Companies.
PROXY
VOTING Policy
VOYA
FUNDS
VOYA
iNVESTMENTS, LLC
Date
Last Revised: March 16, 2023
Introduction
This
document sets forth the proxy voting procedures (“Procedures”) and guidelines (“Guidelines”), collectively the
“Proxy Voting Policy”, that Voya Investments, LLC (“Adviser”) shall follow when voting proxies on behalf of the
Voya funds for which it serves as investment adviser (each a “Fund” and collectively, the “Funds”). The Funds’
Boards of Directors/Trustees (“Board”) have approved the Proxy Voting Policy.
The
Board may determine to delegate proxy voting to a sub-adviser of one or more Funds (rather than to the Adviser) in which case the sub-adviser’s
proxy policies and procedures for implementation on behalf of such Fund (a “Sub-Adviser-Voted Fund”) shall be subject to
Board approval. Sub-Adviser-Voted Funds are not covered under the Proxy Voting Policy except as described in the Reporting and Record
Retention section below relating to vote reporting requirements. Sub-Adviser-Voted Funds are governed by the applicable sub-adviser’s
respective proxy policies provided that the Board has approved such policies.
The
Proxy Voting Policy incorporates principles and guidance set forth in relevant pronouncements of the U.S. Securities and Exchange Commission
(“SEC”) and its staff regarding the Adviser’s fiduciary duty to ensure that proxies are voted in a timely manner and
that voting decisions are always in the Funds’ best interest.
Pursuant
to the Policy, the Adviser’s Active Ownership team (“AO Team”) is delegated the responsibility to vote the Funds’
proxies in accordance with the Proxy Voting Policy on the Funds’ behalf.
The
engagement of a Proxy Advisory Firm (as defined in the Proxy Advisory Firm section below) shall be subject to the Board’s
initial approval and annual Board review and approval thereafter. The AO Team is responsible for Proxy Advisory Firm oversight and shall
direct the Proxy Advisory Firm to vote proxies in accordance with the Guidelines.
The
Board’s Compliance Committee (“Compliance Committee”) shall review the Proxy Voting Policy not less than annually and
these documents shall be updated as appropriate. No material changes to the Proxy Voting Policy shall become effective without Board
approval. The Compliance Committee may approve non-material amendments for immediate implementation subject to full Board ratification
at its next regularly scheduled meeting.
Adviser’s
Roles and Responsibilities
Active
Ownership Team
The
AO Team shall direct the Proxy Advisory Firm to vote proxies on the Funds’ and Adviser’s behalf in connection with annual
and special shareholder meetings (except those regarding bankruptcy matters and/or related plans of reorganization).
The
AO Team is responsible for overseeing the Proxy Advisory Firm and voting the Funds’ proxies in accordance with the Proxy Voting
Policy on the Funds’ and the Adviser’s behalf.
The
AO Team is authorized to direct the Proxy Advisory Firm to vote Fund proxies in accordance with the Proxy Voting Policy. Responsibilities
assigned to the AO Team or activities in support thereof may be performed by such members of the Proxy Committee (as defined in the Proxy
Committee section below) or employees of the Adviser’s affiliates as the Proxy Committee deems appropriate.
The
AO Team is also responsible for identifying potential conflicts between the proxy issuer and the Proxy Advisory Firm, the Adviser, the
Funds’ principal underwriters, or an affiliated person of the Funds. The AO Team shall identify such potential conflicts of interest
based on information the Proxy Advisory Firm periodically provides; analyses of Voya’s clients, distributors, broker-dealers, and
vendors; and information derived from other sources including but not limited to public filings.
Proxy
Advisory Firm
The
Proxy Advisory Firm is required to coordinate with the Funds’ custodians to ensure that those firms process all proxy
materials they receive relating to portfolio securities 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. The Proxy Advisory Firm
is required to produce custom vote recommendations in accordance with the Guidelines and their vote recommendations.
Proxy
Committee
The
Proxy Committee shall ensure that the Funds vote proxies consistent with the Proxy Voting Policy. The Proxy Committee accordingly reviews
and evaluates this Policy, oversees the development and implementation thereof, and resolves ad hoc issues that may arise from
time to time. The Proxy Committee is comprised of senior leaders of Voya Investment Management, including fundamental research, ESG research,
active ownership, compliance, legal, finance, and operations of the Adviser. The Proxy Committee membership may be amended at the Adviser’s
discretion from time to time. The Board will be informed of any membership changes quarterly at the next regularly scheduled meeting.
Investment
Professionals
The
Funds’ sub-advisers and/or portfolio managers are each referred to herein as an “Investment Professional” and collectively,
“Investment Professionals”. Investment Professionals are encouraged to submit recommendations to the AO Team regarding any
proxy voting-related proposals relating to the portfolio securities over which they have daily portfolio management responsibility including
proxy contests, proposals relating to issuers with dual class shares with superior voting rights, and/or mergers and acquisitions.
PROXY
VOTING PROCEDURES
Vote
Classification
Within-Guidelines
Votes: Votes in Accordance with these Guidelines
A
vote cast in accordance with these Guidelines is considered Within-Guidelines.
Out-of-Guidelines
Votes: Votes Contrary to these Guidelines
A
vote that is contrary to these Guidelines may be cast when the AO team and/or Proxy Committee determine that application of these Guidelines
is inappropriate under the circumstances. A vote is considered contrary to these Guidelines when such vote contradicts the approach outlined
in the Policy.
A
vote would not be considered contrary to these Guidelines for cases in which these Guidelines stipulate a Case-by-Case consideration
or an Investment Professional provides a written rationale for such vote.
Matters
Requiring Case-by-Case Consideration
The
Proxy Advisory Firm shall refer proxy proposals to the AO Team for consideration when the Procedures and Guidelines indicate a “Case-by-Case”
consideration. Additionally, the Proxy Advisory Firm shall refer a proxy proposal under circumstances in which the application of the
Procedures and Guidelines is uncertain, 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 shall review matters requiring Case-by-Case consideration to determine whether such proposals require an Investment Professional
and/or Proxy Committee input and a vote determination.
Non-Votes:
Votes in which No Action is Taken
The
AO Team shall make reasonable efforts to secure and vote all Fund proxies. Nevertheless a Fund may refrain from voting under certain
circumstances including, but not limited to:
● | The
economic effect on shareholder 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 a Fund, or a proxy is being considered for a Fund no longer in existence. |
● | The
cost of voting a proxy outweighs the benefits (e.g., certain international proxies,
particularly in cases in which share-blocking practices may impose trading restrictions on
the relevant portfolio security). |
Conflicts
of Interest
The
Adviser shall act in the Funds’ best interests and strive to avoid conflicts of interest.
Conflicts
of interest may arise in situations in which, but not limited to:
● | The
issuer is a vendor whose products or services are material to the Funds, the Adviser, or
their affiliates; |
● | The
issuer is an entity participating to a material extent in the Funds’ distribution; |
● | The
issuer is a significant executing broker-dealer for the Funds and/or the Adviser; |
● | Any
individual who participates in the voting process for the Funds, including: |
| ○ | Investment
Professionals; |
| ○ | Members
of the Proxy Committee; |
| ○ | Employees
of the Adviser; |
| ○ | Board
Directors/Trustees; and |
| ○ | Individuals
who serve as a director or officer of the issuer. |
● | The
issuer is Voya Financial. |
Investment
Professionals, the Proxy Advisory Firm, the Proxy Committee, and the AO Team shall disclose any potential conflicts of interest and/or
confirm they do not have conflicts of interest relating to their participation in the voting process for portfolio securities.
The
AO Team shall call a meeting of the Proxy Committee if a potential conflict exists and a member (or members) of the AO Team wishes to
vote contrary to these Guidelines or an Investment Professional provides input regarding a meeting and has confirmed a conflict exists
with regard thereto. The Proxy Committee shall then consider the matter and vote on a best course of action.
The
AO Team shall use best efforts to convene the Proxy Committee with respect to all matters requiring its consideration. If the Proxy Committee
cannot meet its quorum requirements by the voting deadline it shall execute the vote in accordance with these Guidelines.
The
Adviser shall maintain records regarding any determinations to vote contrary to these Guidelines including those in which a potential
Voya Investment Management Conflict exists. Such records shall include the rationale for the contrary vote.
Potential
Conflicts with a Proxy Issuer
The
AO Team shall identify potential conflicts with proxy issuers. In addition to obtaining potential conflict of interest information described
in the Roles and Responsibilities section above, Proxy Committee members shall disclose to the AO Team any potential conflicts
of interests with an issuer prior to discussing the Proxy Advisory Firm’s recommendation.
Proxy
Committee members shall advise the AO Team in the event they believe a potential or perceived conflict of interest exists that may preclude
them from making a vote determination in the Funds’ best interests. The Proxy Committee member may elect recusal from considering
the relevant proxy. Proxy Committee members shall complete a Conflict of Interest Report when they verbally disclose a potential conflict
of interest.
Investment
Professionals shall also confirm that they do not have any potential conflicts of interest when submitting vote recommendations to the
AO Team.
The
AO Team gathers and analyzes the information provided by the:
● | Proxy
Advisory Firm; |
● | Adviser; |
● | Funds’
principal underwriters; |
● | Fund
affiliates; |
● | Proxy
Committee members; |
● | Investment
Professionals; and |
● | Fund
Directors and Officers. |
Assessment
of the Proxy Advisory Firm
On
the Board’s and Adviser’s behalf the AO Team shall assess whether the Proxy Advisory Firm:
● | Is
independent from the Adviser; |
● | 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; and |
● | Has
adequate compliance policies and procedures to: |
| ○ | Ensure
that its proxy voting recommendations are based on current and accurate information; and |
| ○ | Identify
and address conflicts of interest. |
The
AO Team shall utilize and the Proxy Advisory Firm shall comply with such methods for completing the assessment as the AO Team may deem
reasonably appropriate. The Proxy Advisory Firm shall also promptly notify the AO Team in writing of any material changes to information
it previously provided to the AO Team in connection with establishing the Proxy Advisory Firm’s independence, competence, or impartiality.
Voting
Funds of Funds, Investing Funds and Feeder Funds
Funds
that are funds-of-funds1 (each a “Fund-of-Funds” and collectively, “Funds-of-Funds”) shall “echo”
vote their interests in underlying mutual funds, which may include mutual funds other than the 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
issuer the Fund-of-Funds shall vote its interest in that underlying fund in the same proportion as all other shareholders in the underlying
investment company voted their interests.
However,
if the underlying fund has no other shareholders, the Fund-of-Funds shall vote as follows:
● | If
the Fund-of-Funds and the underlying fund are solicited to vote on the same proposal (e.g.,
the election of fund directors/trustees), the Fund-of-Funds shall 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 solicited to vote on a proposal for an underlying fund (e.g.,
a new sub-adviser to the underlying fund), and there is no corresponding proposal at the
Fund-of-Funds level, the Adviser shall determine the most appropriate method of voting with
respect to the underlying fund proposal. |
An
Investing Fund2 (e.g., any Voya fund), while not a Fund-of-Funds shall have the foregoing Fund-of-Funds procedure
applied to any Investing Fund that invests in one or more underlying funds. Accordingly:
● | Each
Investing Fund shall “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 solicited to vote on the same proposal, the Investing Fund shall 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; and |
● | In
the event an underlying fund has no other shareholders, and no corresponding proposal exists
at the Investing Fund level, the Board shall 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 shall request instructions from its own shareholders as to
how it should vote its interest in an underlying master fund either directly or in the case of an insurance-dedicated Fund through an
insurance product or retirement plan.
1 Invest in underlying funds beyond
12d-1 limits.
2 Invest in underlying funds but not
beyond 12d-1 limits.
When
a Fund is a feeder in a master-feeder structure, proxies for the master fund’s portfolio securities shall be voted pursuant to
the master fund’s proxy voting policies and procedures. As such, Feeder Funds shall not be subject to the Procedures and Guidelines
except as described in the Reporting and Record Retention section below.
Securities
Lending
Many
of the Funds participate in securities lending arrangements that generate additional revenue for the Fund. Accordingly, the Fund is unable
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, members of the Proxy Committee or AO Team may request that the Fund’s securities lending
agent recall securities on loan if they determine that the benefit of voting outweighs the costs and lost revenue to the Fund as well
as the administrative burden of retrieving the securities.
Investment
Professionals may also deem a vote to be “material” in the context of the portfolio(s) they manage. They may therefore request
that the Proxy Committee review lending activity on behalf of their portfolio(s) with respect to the relevant security and consider recalling
and/or restricting the security. The Proxy Committee shall give primary consideration to relevant Investment Professional input in its
determination as to whether a given proxy vote is material and if the associated security should accordingly be restricted from lending.
The determination that a vote is material in the context of a Fund’s portfolio shall 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 shall use best efforts to consider and, when appropriate, act upon such requests on a timely basis. Any relevant Investment Professional
may submit a request to review lending activity in connection with a potentially material vote for the Proxy Committee’s consideration
at any time.
Reporting
and Record Retention
Reporting
by the Funds
Annually,
as required, each Fund and each Sub-Adviser-Voted Fund shall post on the Voya Funds’ website its proxy voting record or a link
to the prior one-year period ended June 30. The proxy voting record for each Fund and each Sub-Adviser-Voted Fund shall also be
available on Form N-PX in the SEC’s EDGAR database on its website. For any Fund that is a feeder within a master-feeder structure,
no proxy voting record related to the portfolio securities owned by the master fund shall be posted on the 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 shall be included in the Fund’s Form N-PX and posted on the 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
shall be included on the Voya funds’ website and in the Feeder Fund’s Form N-PX.
Reporting
to the Compliance Committee
At
each quarterly Compliance Committee meeting the AO Team shall provide to the Compliance Committee a report outlining each proxy proposal,
or a summary of such proposals, that was:
1. | Voted
Out-of-Guidelines; and/or |
2. | When
the Proxy Committee did not agree with an Investment Professional’s recommendation,
as assessed when the Investment Professional raises a potential conflict of interest. |
The
report shall include the name of the issuer, the substance of the proposal, a summary of the Investment Professional’s recommendation
as applicable, and the reasons for voting or recommending an Out-of-Guidelines Vote or in the case of (2) above a vote which differed
from that recommended by the Investment Professional.
Reporting
by the AO Team on behalf of the Adviser
The
Adviser shall 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 Adviser-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 Adviser voted proxies on behalf of a Fund; |
● | A
record of all recommendations from Investment Professionals to vote contrary to these 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 shall be retained for a minimum of six years.
Records
Maintained by the Proxy Advisory Firm
The
Proxy Advisory Firm shall 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 of 1940. Additionally,
the Proxy Advisory Firm shall be responsible for maintaining copies of all proxy statements received by issuers and to promptly provide
such materials to the Adviser upon request.
PROXY
VOTING GUIDELINES
Introduction
Proxies
shall be voted in the Funds’ best interests. These Guidelines summarize the Funds’ positions regarding certain matters of
importance to shareholders and provide an indication as to how the Funds’ ballots shall be voted for certain types of proposals.
These Guidelines are not exhaustive and do not provide guidance on all potential voting matters. Proposals may be addressed on a CASE-BY-CASE
basis rather than according to these Guidelines when assessing the merits of available rationale and disclosure.
These
Guidelines apply to securities of publicly traded issuers and to those of privately held issuers if publicly available disclosure permits
such application. All matters for which such disclosure is not available shall be considered on a CASE-BY-CASE basis.
Investment
Professionals are encouraged to submit recommendations to the AO Team regarding proxy voting matters relating to the portfolio securities
over which they have daily portfolio management responsibility. Investment Professionals may submit recommendations in connection with
any proposal and they are likely to receive requests for recommendations relating to proxies for private equity or fixed income securities
and/or proposals relating to merger transactions/corporate restructurings, proxy contests, or unusual or controversial issues.
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 shall be supported where implementation would contravene such requirements.
General
Policies
The
Funds generally support the recommendation of an issuer’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 shall not apply to CASE-BY-CASE proposals for which a contrary recommendation from the relevant Investment
Professional(s) is utilized.
The
rationale and vote recommendation from Investment Professionals shall receive primary consideration with respect to CASE-BY-CASE
proposals considered on the relevant Fund’s behalf.
The
Fund’s policy is to not support proposals that would negatively impact the existing rights of the Funds’ beneficial owners.
Shareholder proposals shall 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 shall
not be supported and the management proposal shall be supported when the management proposal meets the factors for support under the
relevant topic/policy (e.g., Allocation of Income and Dividends); the competing proposals shall otherwise be considered on a CASE-BY-CASE
basis.
International
Policies
Companies
incorporated outside the U.S. are subject to the following U.S. policies 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. policies may also be applied to issuers incorporated outside the U.S. (e.g.,
issuers 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 shall:
● | Vote
AGAINST international proposals when the Proxy Advisory Firm recommends voting AGAINST
such proposal due to inadequate relevant disclosure by the issuer or time provided for
consideration of such disclosure; |
● | Consider
proposals that are associated with a firm AGAINST vote on a CASE-BY-CASE basis
when the Proxy Advisory Firm recommends support when: |
| ● | The
issuer or market transitions to better practices (e.g., committing to new regulations
or governance codes); |
| ● | The
market standard is stricter than the Fund’s Guidelines; and/or |
| ● | It
is the more favorable choice when shareholders must choose between alternate proposals. |
Proposal
Specific Policies
As
mentioned above, these Guidelines may be overridden in any case as provided for in the Procedures. Similarly, the Procedures outline
the proposals with Guidelines that prescribe a firm voting position that may instead be considered on a CASE-BY-CASE basis when
unusual or controversial circumstances so dictate, in such circumstances the AO Team may deem it appropriate to seek input from the relevant
Investment Professional(s).
Proxy
Contests:
Votes
in contested elections on shall be considered on a CASE-BY-CASE basis with primary consideration given to input from the relevant
Investment Professional(s).
Uncontested
Proxies:
Overview
The
Funds may indicate disagreement with an issuer’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 fault or assigns an association.
The
Funds shall withhold support from director(s) deemed responsible in cases in which the Funds’ disagreement is assigned to the board
of directors. Responsibility may be attributed to the entire board, a committee, or an individual, and the Funds shall apply a vote accountability
guideline (“Vote Accountability Guideline”) specific to the concerns under review. For example:
● | Relevant
committee chair; |
● | Relevant
committee member(s); and/or |
● | Board
chair. |
If
any director to whom responsibility has been attributed is not standing for election (e.g., the board is classified) support
shall typically not be withheld from other directors in their stead. Additionally, the Funds shall typically vote FOR a
director in connection with issues the Proxy Advisory Firm raises if the director did not serve on the board or relevant
committee during the majority of the time period relevant to the concerns the Proxy Advisory Firm cited.
The
Funds shall vote with the Proxy Advisory Firm’s recommendation when more candidates are presented than available seats and no other
provisions under these Guidelines apply.
Vote
with the Proxy Advisory Firm’s recommendation to withhold support from the legal entity and vote on the individual when a director
holds one seat as an individual plus an additional seat as a representative of a legal entity.
Bundled
Director Slates
The
Funds shall 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
issuers with multiple slates in Italy, the Funds shall 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 and key committees to have an appropriate level of independence and shall accordingly consider the Proxy Advisory
Firm’s standards to determine that adequate level of independence. A director would be deemed non-independent if the individual
had/has a relationship with the issuer that could potentially influence the individual’s objectivity causing the inability to satisfy
fiduciary standards on behalf of shareholders. Audit, compensation/remuneration, and nominating and/or governance committees are considered
key committees and should be 100% independent. The Funds shall consider 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 relating to board independence.
The
Funds shall consider non-independent directors standing for election on a Case-by-Case
basis when the full board or committee does not meet Independence Expectations. Additionally, the Funds shall:
● | WITHHOLD
support from the non-independent nominating committee chair or non-independent board
chair, and if necessary, fewest non-independent directors, including the Founder, Chair,
or Chief Executive Officer (“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 the nominating committee chair or board chair if the board chair is non-independent
and the board does not have a lead independent director; |
● | 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; and/or |
● | 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 Independence Expectations.
|
Self-Nominated/Shareholder-Nominated
Director Candidates
The
Funds shall consider self-nominated or shareholder-nominated director candidates on a CASE-BY-CASE basis and shall WITHHOLD
support from the candidate when:
● | Adequate
disclosure has not been provided (e.g., rationale for candidacy and candidate’s
qualifications relative to the issuer); |
● | The
candidate’s agenda is not in line with the long-term best interests of the issuer;
or |
● | Multiple
self-nominated candidates are considered to constitute a proxy contest if similar issues
are raised (e.g., potential change in control). |
Management
Proposals Seeking Non-Board Member Service on Key Committees
The
Funds shall 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 relevant committee(s) except
in cases in which best market practice otherwise dictates.
The
Funds shall consider other concerns regarding committee members on a CASE-BY-CASE basis.
Board
Member Roles and Responsibilities
Attendance
The
Funds shall 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 with no valid reason for the absences or if their
two-year attendance record cannot be ascertained from available disclosure (e.g., the issuer 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 valid reasons
for their absences).
The
Funds shall WITHHOLD support from 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 their absences.
The
Funds shall apply a two-year attendance policy relating to statutory auditors at Japanese issuer meetings.
Over-boarding
The
Funds shall vote AGAINST directors who serve on:
● | More
than two public issuer boards and are named executive officers at any public issuer, and
shall WITHHOLD support only at their outside board(s); |
● | Six
or more public issuer boards; or |
● | Four
or more public issuer boards and is Board Chair at two or more public issuers and shall WITHHOLD
support on boards for which such director does not serve as chair. |
The
Funds shall vote AGAINST shareholder proposals limiting the number of public issuer boards on which a director may serve.
Combined
Chair / CEO Role
The
Funds shall vote FOR directors without regard to recommendations that the position of chair should be separate from that of CEO
or should otherwise require independence unless other concerns requiring Case-by-Case
consideration arise (e.g., a former CEO proposed as board chair).
The
Funds shall consider shareholder proposals that require that the positions of chair and CEO be held separately on a CASE-BY-CASE
basis.
Cumulative/Net
Voting Markets
When
cumulative or net voting applies, the Funds shall follow the Proxy Advisory Firm’s recommendation to vote FOR nominees,
such as when the issuer assesses that such nominees are independent, irrespective of key committee membership, even if independence disclosure
or criteria fall short of the Proxy Advisory Firm’s standards.
Board
Accountability
Board
Diversity
United
States:
The
Funds shall vote AGAINST directors according to the Vote Accountability Guideline if no women are on the issuer’s board.
The Funds shall consider directors on a CASE-BY-CASE basis if gender diversity existed prior to the most recent annual meeting.
The
Funds shall vote AGAINST directors according to the Vote Accountability Guideline when the board has no apparent racially or ethnically
diverse members. The Funds shall consider directors on a CASE-BY-CASE basis if racial and/or ethnic diversity existed prior to
the most recent annual meeting.
Diversity
(Shareholder Proposals):
The
Funds shall generally vote FOR shareholder proposals that request the issuer to improve/promote gender and/or racial/ethnic diversity
and/or gender and/or racial/ethnic diversity-related disclosure.
International:
The
Funds shall vote AGAINST directors according to the Vote Accountability Guideline when no women are on the issuer’s board
or if its board’s gender diversity level does not meet a higher standard established by the relevant country’s corporate
governance code and generally accepted best practice.
The
Funds shall vote AGAINST directors according to the Vote Accountability Guideline when the relevant country’s corporate
governance code contains a minimally acceptable threshold for racial/ethnic diversity and the board does not appear to meet this expectation.
Return
on Equity
The
Funds shall vote FOR the most senior executive at an issuer in Japan if the only reason the Proxy Advisory Firm
withholds its recommendation results from the issuer underperforming in terms of capital efficiency or issuer performance (e.g.,
net losses or low return on equity (ROE)).
Compensation
Practices
The
Funds may WITHHOLD support from compensation committee members whose actions or disclosure do not appear to support compensation
practices aligned with the best interests of the issuer and its shareholders.
“Say
on Pay” Responsiveness. The Funds shall consider compensation committee members on a CASE-BY-CASE basis for failure
to sufficiently address compensation concerns prompting significant opposition to the most recent advisory vote on executive officers’
compensation, “Say on Pay”, or continuing to maintain problematic pay practices, considering such factors as the level of
shareholder opposition, subsequent actions taken by the compensation committee, and level of responsiveness disclosure, among others.
“Say
on Pay Frequency”. The Funds shall WITHHOLD support according to the Vote Accountability Guideline if the Proxy Advisory
Firm opposes directors due to the issuer’s failure to include a “Say on Pay” proposal and/or a “Say on Pay Frequency”
proposal when required pursuant to SEC or market regulatory provisions; or implemented a “Say on Pay Frequency” schedule
that is less frequent than the frequency most recently preferred by not less than 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.
The Funds shall vote FOR compensation committee members receiving an adverse recommendation from the Proxy Advisory Firm due to
problematic pay practices or thresholds (e.g., burn rate) if the issuer makes a public commitment (e.g., via a Form 8-K
filing) to rectify the practice on a going-forward basis. However, the Funds shall consider such proposal on a CASE-BY-CASE basis
if the issuer does not rectify the practice prior to the issuer’s next annual general meeting.
For
markets in which the issuer has not followed market practice by submitting a resolution on executive remuneration/compensation,
the Funds shall consider remuneration/compensation committee members on a CASE-BY-CASE basis.
Accounting
Practices
The
Funds shall consider audit committee members, the issuer’s CEO or Chief Financial Officer (“CFO”) when nominated as
directors, or the board chair or lead director on a CASE-BY-CASE basis if poor accounting practice concerns are raised, considering,
but not limited to, the following factors:
● | Audit
committee failed to remediate known ongoing material weaknesses in the issuer’s internal
controls for more than one year; |
● | Issuer
has not yet had a full year to remediate the concerns since the time such issues were identified;
and/or |
● | Issuer
has taken adequate steps to remediate the concerns cited that would typically include removing
or replacing the responsible executives and the concerning issues do not recur. |
The
Funds shall vote FOR audit committee members, or the issuer’s CEO or CFO when 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.
The
Funds shall WITHHOLD support on audit committee members according to the Vote Accountability Guideline if the issuer has failed
to disclose audit fees and has not provided an auditor ratification or remuneration proposal for shareholder vote.
Problematic
Actions
The
Funds shall 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, inadequate oversight,
scandals, malfeasance, or negligent internal controls at the issuer 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. |
The
Funds shall consider members of the nominating committee on a CASE-BY-CASE basis when an issuer nominates a director who is subject
to any of the above concerns to serve on its board.
The
Funds shall vote AGAINST applicable directors due to share pledging concerns factoring in the pledged amount, unwinding
time, and any historical concerns raised. Responsibility shall be assigned to the pledgor, where the pledged amount and unwinding time
are deemed significant and therefore an unnecessary risk to the issuer.
The
Funds shall 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 issuer is controlled by means of a dual
class share with superior/exclusive voting rights and does not have a reasonable sunset provision (e.g., fewer than five (5) years).
The
Funds shall WITHHOLD support from incumbent directors (tenure of more than one year) if (a) no governance or nominating committee
directors are under consideration or the issuer does not have governance or nominating committees, and (b) no director holding the shares
with superior voting rights is under consideration; otherwise, the Funds shall consider all directors on a CASE-BY-CASE basis.
Investment Professionals who have daily portfolio management responsibility for such issuers may be required to submit a recommendation
to the AO Team.
The
Funds shall 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 function as a diminution of shareholder rights and which are not specifically addressed under these Guidelines, or (b) failing
to remove or subject to a reasonable sunset provision in its by-laws.
Anti-Takeover
Measures
The
Funds shall WITHHOLD support from directors according to the Vote Accountability Guideline if the issuer implements excessive
anti-takeover measures.
The
Funds shall WITHHOLD support from directors according to the Vote Accountability Guideline if the issuer fails to remove restrictive
“poison pill” features, ensure a “poison pill” expiration, or submits the “poison pill” in a timely
manner to shareholders for vote unless an issuer has implemented a policy that should reasonably prevent abusive use of its “poison
pill”.
Board
Responsiveness
The
Funds shall vote FOR directors if the majority-supported shareholder proposal has been reasonably addressed.
| ○ | Proposals
seeking shareholder ratification of a “poison pill” provision may be deemed reasonably
addressed if the issuer has implemented a policy that should reasonably prevent abusive use
of the “poison pill”. |
The
Funds shall WITHHOLD support from directors 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.
The
Funds shall 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; and shall consider such directors on a CASE-BY-CASE
basis if the issuer has a controlling shareholder(s).
The
Funds shall vote FOR directors in cases in which an issue relevant to the majority negative vote has been adequately addressed
or cured and which may include sufficient disclosure of the board’s rationale.
Board–Related
Proposals
Classified/Declassified
Board Structure
The
Funds shall 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).
The
Funds shall vote FOR proposals to repeal classified boards and to elect all directors annually.
Board
Structure
The
Funds shall vote FOR management proposals to adopt or amend board structures unless the resulting change(s) would mean the board
would not meet Independence Expectations.
For
issuers in Japan, the Funds shall vote FOR proposals seeking a board structure that would provide greater independent
oversight.
Board
Size
The
Funds shall vote FOR proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover
considerations; however, the Funds shall vote AGAINST a proposal if the issuer seeks to remove shareholder approval rights or
the board fails to meet market independence requirements.
Director
and Officer Indemnification and Liability Protection
The
Funds shall consider proposals on director and officer indemnification and liability protection on a CASE-BY-CASE basis using
Delaware law as the standard.
The
Funds shall vote against proposals to limit or eliminate entirely directors’
and officers’ liability in connection with monetary damages for violating their collective duty of care.
The
Funds shall 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
The
Funds shall vote in accordance with the Proxy Advisory Firm’s standards (e.g., overly broad provisions).
Discharge
of Management/Supervisory Board Members
The
Funds shall vote FOR management proposals seeking the discharge of management and supervisory board members (including when the
proposal is bundled) unless concerns surface relating to the past actions of the issuer’s auditors or directors, or legal or other
shareholders take regulatory action against the board.
The
Funds shall vote FOR such proposals in connection with remuneration practices otherwise supported under these Guidelines or as
a means of expressing disapproval of the issuer’s or its board’s broader practices.
Establish
Board Committee
The
Funds shall vote FOR shareholder proposals that seek creation of a key board committee.
The
Funds shall vote AGAINST shareholder proposals requesting creation of additional board committees or offices except as otherwise
provided for herein.
Filling
Board Vacancies / Removal of Directors
The
Funds shall vote AGAINST proposals that allow removal of directors only for cause.
The
Funds shall vote FOR proposals to restore shareholder ability to remove directors with or without cause.
The
Funds shall vote AGAINST proposals that allow only continuing directors to elect replacement directors to fill board vacancies.
The
Funds shall vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Stock
Ownership Requirements
The
Funds shall vote AGAINST such shareholder stock ownership requirement proposals.
Term
Limits / Retirement Age
The
Funds shall vote FOR management proposals and AGAINST shareholder proposals limiting the tenure of outside directors or
imposing a mandatory retirement age for outside directors unless the proposal seeks to relax existing standards.
Frequency
of Advisory Votes on Executive Compensation
The
Funds shall vote FOR proposals seeking an annual “Say on Pay”, and AGAINST those seeking less frequent “Say
on Pay”.
Proposals
to Provide an Advisory Vote on Executive Compensation (Canada)
The
Funds shall vote FOR if it is an ANNUAL vote unless the issuer already provides an annual shareholder vote.
Executive
Pay Evaluation
Advisory
Votes on Executive Compensation (Say on Pay) and Remuneration Reports or Committee Members in Absence of Such Proposals
The
Funds shall vote FOR management proposals seeking ratification of the issuer’s executive compensation structure unless the
program includes practices or features not supported under these Guidelines and the proposal receives a negative Proxy Advisory Firm
recommendation.
Listed
below are examples of compensation practices and provisions and respective consideration and treatment under these Guidelines that factor
in whether the issuer has provided reasonable rationale/disclosure for such factors or the proposal in its entirety.
The
Funds shall consider on a CASE-BY-CASE basis:
● | Short-Term
Investment Plans for which the board has exercised discretion to exclude extraordinary items; |
● | Retesting
in connection with achievement of performance hurdles; |
● | Long-Term
Incentive Plans for which executives already hold significant equity positions; |
● | Long-Term
Incentive Plans for which the vesting or performance period is too short or stringency of
performance criteria is called into question; |
● | Pay
Practices (or combination of practices) that appear to have created a misalignment between
executive(s) compensation pay and performance regarding shareholder value; |
● | Long-Term
Incentive Plans that lack an appropriate equity component (e.g., “cash-based
only”); and/or |
● | 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). |
The
Funds shall 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 that do not require an actual change in control to be triggered; |
● | Plans
that allow named executive officers to have material input into setting their own compensation; |
● | Short-Term
Incentive Plans in which treatment of payout factors has been inconsistent (e.g.,
exclusion of losses but not gains); |
● | Long-Term
Incentive Plans in which performance measures hurdles/measures are set based on a backward-looking
performance period; |
● | 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);
and/or |
● | Compensation
structures at externally managed issuers (EMI) or externally managed REITs (EMR) that lack
adequate disclosure based on the Proxy Advisory Firm’s assessment. |
Golden
Parachutes
The
Funds shall vote to ABSTAIN regarding “golden parachutes” if it is determined that the Funds would not have an economic
interest in such arrangements (e.g., in the case of an all-cash transaction, regardless of payout terms, amounts, thresholds,
etc.).
However,
if an economic interest exists, vote AGAINST proposals due to:
● | Single
or modified-single trigger severance provisions; |
● | Total
Named Executive Officer (“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; and/or |
● | Recent
material amendments or new agreements that incorporate problematic features. |
Equity-Based
and Other Incentive Plans Including OBRA
Equity
Compensation
The
Funds shall consider compensation and employee benefit plans, including those in connection with OBRA3, or the
issuance of shares in connection with such plans on a CASE-BY-CASE basis. The Funds shall 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:
3 OBRA is an employee-funded defined
contribution plan for certain employees of publicly held companies.
The
Funds shall vote FOR a 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; and/or |
● | Cash
or cash-and-stock bonus components are approved for exemption from taxes under Section 162(m)
of OBRA. |
| ○ | The
Funds shall give primary consideration to management’s assessment that such plan meets
the requirements for exemption of performance-based compensation. |
The
Funds shall vote AGAINST a plan if it:
● | 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); |
● | Permits
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; |
● | Permits
financial assistance to executives, directors, subsidiaries, affiliates, or related parties
that is not in line with market practice; |
● | Permits
plan administrators to benefit from the plan as potential recipients; |
● | Permits
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.); |
● | Permits
for post-employment vesting or exercise of options if deemed inappropriate; |
● | Permits
plan administrators to make material amendments without shareholder approval; and/or |
● | Permits
procedure amendments that do not preserve shareholder approval rights. |
Amendment
Procedures for Equity Compensation Plans and Employee Stock Purchase Plans (Toronto Stock Exchange Issuers)
The
Funds shall vote AGAINST if the amendment procedures do not preserve shareholder approval rights.
Stock
Option Plans for Independent Internal Statutory Auditors (Japan)
The
Funds shall vote AGAINST such proposals.
Matching
Share Plans
The
Funds shall vote AGAINST such proposals 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
The
Funds shall vote FOR cash-based proposals.
The
Funds shall vote AGAINST performance-based equity-based proposals and patterns of excessive pay.
Bonus
Payments (Japan)
The
Funds shall vote FOR if all bonus payments are for directors or auditors who have served as executives of the issuer and AGAINST
if any bonus payments are for outsiders.
Bonus
Payments – Scandals
The
Funds shall vote AGAINST bonus proposals for a retiring director or continuing director or auditor when culpability for any malfeasance
may be attributable to the nominee.
The
Funds shall consider on a CASE-BY-CASE basis bundled bonus proposals for retiring directors or continuing directors or auditors
where culpability for malfeasance may not be attributable to all nominees.
Severance
Agreements
Vesting
of Equity Awards upon Change in Control
The
Funds shall 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.
The
Funds shall vote AGAINST shareholder proposals regarding the treatment of equity if change(s) in control severance provisions
are double-triggered. The funds shall vote FOR the proposal if such provisions are not double-triggered.
Executive
Severance or Termination Arrangements, including those Related to Executive Recruitment or Retention
The
Funds shall 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
issuer 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
The
Funds shall vote AGAINST new or materially amended plans, contracts, or payments that include a single trigger change in control
severance provisions or do not require an actual change in control in order to be triggered.
The
Funds shall vote FOR shareholder proposals seeking double triggers on change in control severance provisions.
Compensation-Related
Shareholder Proposals
Executive
and Director Compensation
The
Funds shall consider on a CASE-BY-CASE basis shareholder proposals that seek to impose new compensation structures or policies.
Holding
Periods
The
Funds shall vote AGAINST shareholder proposals requiring mandatory issuer stock holding periods for officers and directors.
Submit
Severance and Termination Payments for Shareholder Ratification
The
Funds shall 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 the listing
exchange requires ratification thereof.
Auditor
Ratification and/or Remuneration
The
Funds shall vote FOR management proposals except in such cases as indicated below.
The
Funds shall consider auditor ratification and/or remuneration on a CASE-BY-CASE basis if:
● | The
Proxy Advisory Firm raises questions of auditor independence or disclosure including the
auditor selection process; |
● | Total
fees for non-audit services exceed 50 percent of aggregated auditor fees (including audit-related
fees, and tax compliance and preparation fees as applicable); or |
● | Evidence
exists of excessive compensation relative to the size and nature of the issuer. |
The
Funds shall vote AGAINST an auditor ratification and/or remuneration proposal if the issuer has failed to disclose audit fees.
The
Funds shall vote FOR shareholder proposals that ask the issuer to present its auditor for ratification annually.
Auditor
Independence
The
Funds shall consider shareholder proposals asking issuers to prohibit their auditors from engaging in non-audit services (or capping
the level of non-audit services) on a CASE-BY-CASE basis.
Audit
Firm Rotation
The
Funds shall vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
Indemnification
of Auditors
The
Funds shall vote AGAINST auditor indemnification proposals.
Independent
Statutory Auditors (Japan)
The
Funds shall vote AGAINST an independent statutory auditor proposal if the candidate is or was affiliated with the issuer, its
primary bank(s), or one of its top shareholders.
The
Funds shall vote AGAINST incumbent directors implicated in scandals, malfeasance, or at issuers exhibiting poor internal controls.
The
Funds shall vote FOR remuneration so long as the amount is not excessive (e.g., significant increases should be supported
by adequate rationale and disclosure), no evidence of abuse is evident, the recipient’s overall compensation appears reasonable,
and the board and/or responsible committee meet exchange or market independence standards.
4- | Shareholder
Rights and Defenses |
Advance
Notice for Shareholder Proposals
The
Funds shall vote FOR management proposals relating to advance notice period requirements provided that the period requested is
in accordance with applicable law and no material governance concerns have arisen regarding the issuer.
Corporate
Documents / Article and Bylaw Amendments or Related Director Actions
The
Funds shall vote FOR such proposal if the change or policy is editorial in nature or if shareholder rights are protected.
The
Funds shall vote AGAINST such proposal if it seeks to impose a negative impact on shareholder rights or diminishes accountability
to shareholders including cases in which the issuer failed to opt out of a law that affects shareholder rights (e.g., staggered
board).
The
Funds shall, with respect to article amendments for Japanese issuers:
● | Vote
FOR management proposals to amend an issuer’s articles to expand its business
lines in line with its current industry; |
● | Vote
FOR management proposals to amend an issuer’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, the Funds shall vote AGAINST management proposals including
bundled proposals to amend an issuer’s articles to authorize the Board to vary the
annual meeting record date or to otherwise align them with provisions of a takeover defense;
and/or |
● | Follow
the Proxy Advisory Firm’s guidelines relating to management proposals regarding amendments
to authorize share repurchases at the board’s discretion, and vote AGAINST proposals
unless there is little to no likelihood of a creeping takeover or constraints on liquidity
(free float of shares is low) and in cases in which the issuer trades at below book value
or faces a real likelihood of substantial share sales, or in which this amendment is bundled
with other amendments that are clearly in shareholders’ interest. |
Majority
Voting Standard
The
Funds shall vote FOR proposals that seek director election via an affirmative majority vote in connection with a shareholder meeting
provided such vote contains a plurality carve-out for contested elections and provided such standard does not conflict with applicable
law in the issuer’s country of incorporation.
The
Funds shall vote FOR amendments to corporate documents or other actions promoting a majority standard.
Cumulative
Voting
The
Funds shall vote FOR shareholder proposals to restore or permit cumulative voting.
The
Funds shall vote AGAINST management proposals to eliminate cumulative voting if the issuer:
● | Maintains
a classified board of directors; or |
● | Maintains
a dual class voting structure. |
Proposals
may be supported irrespective of classified board status if an issuer plans to declassify its board or adopt a majority voting standard.
Confidential
Voting
The
Funds shall vote FOR management proposals to adopt confidential voting.
The
Funds shall vote FOR shareholder proposals that request issuers to adopt confidential voting, use independent tabulators, and
use independent election inspectors so 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 shall remain in place; and |
● | If
the dissidents do not agree the confidential voting policy shall be waived. |
Fair
Price Provisions
The
Funds shall consider proposals to adopt fair price provisions on a CASE-BY-CASE basis.
The
Funds shall vote AGAINST fair price provisions containing shareholder vote requirements greater than a majority of disinterested
shares.
Poison
Pills
The
Funds shall 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.
The
Funds shall vote FOR shareholder proposals that ask an issuer to submit its poison pill for shareholder ratification or to redeem
that poison pill in lieu thereof, unless:
● | Shareholders
have approved the plan’s adoption; |
● | The
issuer has already implemented a policy that should reasonably prevent abusive use of the
poison pill; or |
● | The
board had determined that it was in the best interest of shareholders to adopt a poison pill
without delay, provided that such plan shall be put to shareholder vote within twelve months
of adoption or expire and would immediately terminate if not approved by a majority of the
votes cast. |
The
Funds shall consider shareholder proposals to redeem an issuer’s poison pill on a CASE-BY-CASE basis.
Proxy
Access
The
Funds shall vote FOR proposals to allow shareholders to nominate directors and list those nominees in the issuer’s proxy
statement and on its proxy card, provided that criteria meet the Funds’ internal thresholds and that such standard does not conflict
with applicable law in the country in which the issuer is incorporated. The Funds shall consider shareholder and management proposals
that appear on the same agenda on a CASE-BY-CASE basis.
The
Funds shall vote FOR management proposals also supported by the Proxy Advisory Firm.
Quorum
Requirements
The
Funds shall consider on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority
of the shares outstanding.
Exclusive
Forum
The
Funds shall vote FOR management proposals to designate Delaware or New York as the exclusive forum for certain legal actions as
defined by the issuer (“Exclusive Forum”) if the issuer’s state of incorporation is the same as its proposed Exclusive
Forum, otherwise they shall consider such proposals on a CASE-BY-CASE basis.
Reincorporation
Proposals
The
Funds shall consider proposals to change an issuer’s state of incorporation on a CASE-BY-CASE basis.
The
Funds shall 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 assessed as such the Funds shall consider management’s rationale for
the change. |
The
Funds shall 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.
The
Funds shall vote AGAINST shareholder reincorporation proposals not supported by the issuer.
Shareholder
Advisory Committees
The
Funds shall consider proposals to establish a shareholder advisory committee on a CASE-BY-CASE basis.
Right
to Call Special Meetings
The
Funds shall vote FOR management proposals to permit shareholders to call special meetings.
The
Funds shall consider management proposals to adjust the thresholds applicable to call a special meeting on a CASE-BY-CASE basis.
The
Funds shall vote FOR shareholder proposals that provide shareholders with the ability to call special meetings when any of the
following apply:
● | 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
The
Funds shall vote AGAINST shareholder proposals seeking the right to act via written consent if the issuer:
● | 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 issuer has reasonably
addressed majority-supported shareholder proposals). |
The
Funds shall vote FOR shareholder proposals seeking the right to act via written consent if the above conditions are not present.
The
Funds shall vote AGAINST management proposals to eliminate the right to act via written consent.
State
Takeover Statutes
The
Funds shall consider 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) on a CASE-BY-CASE basis.
Supermajority
Shareholder Vote Requirement
The
Funds shall vote AGAINST proposals to require a supermajority shareholder vote and FOR proposals to lower supermajority
shareholder vote requirements, except:
The
Funds shall consider such proposals on a CASE-BY-CASE basis if the issuer has shareholder(s) holding significant ownership percentages
and retaining existing supermajority requirements would protect minority shareholder interests.
Time-Phased
Voting
The
Funds shall 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 |
The
Funds shall consider management proposals to make changes to the capital structure not otherwise addressed under these Guidelines, on
a CASE-BY-CASE basis, voting with the Proxy Advisory Firm’s recommendation unless they utilize a contrary recommendation
from the relevant Investment Professional(s).
The
Funds shall vote AGAINST proposals authorizing excessive board discretion.
Capital
Common
Stock Authorization
The
Funds shall consider proposals to increase the number of shares of common stock authorized for issuance on a CASE-BY-CASE basis.
The Proxy Advisory Firm’s proprietary approach of determining appropriate thresholds shall be utilized in evaluating such proposals.
In cases in which such requests are above the allowable threshold the Funds shall utilize an issuer-specific qualitative review (e.g.,
considering rationale and prudent historical usage).
The
Funds shall vote FOR proposals within the Proxy Advisory Firm’s permissible thresholds or those in excess of but meeting
Proxy Advisory Firm’s qualitative standards, to authorize capital increases, unless the issuer states that the additionally issued
stock may be used as a takeover defense.
The
Funds shall vote FOR proposals to authorize capital increases exceeding the Proxy Advisory Firm’s thresholds when an issuer’s
shares are at risk of delisting.
Notwithstanding
the above, the Funds shall vote AGAINST:
● | Proposals
to increase the number of authorized shares of a class of stock if these Guidelines do not
support the issuance which the increase is intended to service (e.g., merger or acquisition
proposals). |
Dual
Class Capital Structures
The
Funds shall 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, contain a sunset
provision of five years or fewer to avert bankruptcy or generate non-dilutive financing,
or are 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 issuers that have dual-class capital structures. |
The
Funds shall vote FOR proposals to eliminate dual-class capital structures.
General
Share Issuances / Increases in Authorized Capital
The
Funds shall consider specific issuance requests on a Case-by-Case basis based on
the proposed use and the issuer’s rationale.
The
Proxy Advisory Firm’s assessment shall govern Fund 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.
Preemptive
Rights
The
Funds shall consider shareholder proposals that seek preemptive rights or management proposals that seek to eliminate them on a CASE-BY-CASE
basis. In evaluating proposals on preemptive rights, the Funds shall consider an issuer’s size and shareholder base characteristics.
Adjustments
to Par Value of Common Stock
The
Funds shall 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 considering the Proxy Advisory Firm's
support of special circumstances such as mergers or acquisitions in addition to the following criteria:
The
Funds shall 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). |
The
Funds shall vote AGAINST proposals authorizing issuance of preferred stock or creation of new classes of preferred stock having
unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).
The
Funds shall vote FOR proposals to issue or create “blank check” preferred stock in cases in which the issuer expressly
states that the stock shall not be used as a takeover defense or not utilize a disparate voting rights structure.
The
Funds shall vote AGAINST in cases in which the issuer expressly states that, or fails to disclose whether, the stock
may be used as a takeover defense.
The
Funds shall vote FOR proposals to authorize or issue preferred stock in cases in which the issuer specifies the voting, dividend,
conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
Preferred
Stock (International)
Fund
voting decisions should generally be based on the Proxy Advisory Firm’s approach, and the Funds shall:
● | 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 so 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; and |
● | Vote
AGAINST the creation of: |
(1)
A new class of preference shares that would carry superior voting rights to common shares; or
(2)
“Blank check” preferred stock unless the board states that the authorization shall not be used to thwart a takeover bid.
Shareholder
Proposals Regarding Blank Check Preferred Stock
The
Funds shall vote FOR shareholder proposals requesting 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
The
Funds shall vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate
on equal terms but vote AGAINST plans containing terms favoring selected parties.
The
Funds shall vote FOR management proposals to cancel repurchased shares.
The
Funds shall vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate market
volume or duration parameters.
The
Funds shall consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis giving primary consideration
to input from the relevant Investment Professional(s).
Stock
Distributions: Splits and Dividends
The
Funds shall 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
The
Funds shall consider management proposals to implement a reverse stock split on a CASE-BY-CASE considering management’s
rationale and/or disclosure if the split constitutes a capital increase that effectively exceeds the Proxy Advisory Firm’s permissible
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 issuers, the Funds shall consider management proposals concerning income
allocation and the dividend distribution, 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 for cases in which:
● | The
dividend payout ratio has been consistently below 30 percent without adequate explanation;
or |
● | The
payout is excessive given the issuer’s financial position. |
The
Funds shall vote FOR such issuer management proposals in other markets.
The
Funds shall vote AGAINST proposals in which issuers seek 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 the Funds shall vote FOR the management
proposal if the proposal meets the support conditions described above and shall vote AGAINST the shareholder proposal; otherwise,
the Funds shall consider such proposals on a CASE-BY-CASE basis.
Stock
(Scrip) Dividend Alternatives
The
Funds shall 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
The
Funds shall consider the creation of tracking stock on a CASE-BY-CASE basis giving primary consideration to the input from relevant
Investment Professional(s).
Capitalization
of Reserves
The
Funds shall vote FOR proposals to capitalize the issuer’s reserves for bonus issues of shares or to increase the par value
of shares unless the Proxy Advisory Firm raises concerns not otherwise supported under these Guidelines.
Debt
Instruments and Issuance Requests (International)
The
Funds shall vote AGAINST proposals authorizing excessive board discretion to issue or set terms for debt instruments (e.g.,
commercial paper).
The
Funds shall vote FOR debt issuances for issuers when the gearing level (current debt-to-equity ratio) does not exceed the Proxy
Advisory Firm’s defined thresholds.
The
Funds shall vote AGAINST proposals in which the debt issuance will result in an excessive gearing level as set forth in the Proxy
Advisory Firm’s defined 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)
Fund
voting decisions are based on the Proxy Advisory Firm’s approach to evaluating such proposals.
Debt
Restructurings
The
Funds shall consider proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on
a CASE-BY-CASE basis.
Financing
Plans
The
Funds shall vote FOR the adoption of financing plans if they are in shareholders’ best economic interests.
Investment
of Company Reserves (International)
The
Funds shall consider such proposals on a case-by-case basis.
Restructuring
Mergers
and Acquisitions, Special Purpose Acquisition Corporations (SPACs) and Corporate Restructurings
The
Funds shall 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).
The
Funds shall consider such proposals on a case-by-case basis based on the Proxy
Advisory Firm’s evaluation approach if the relevant Investment Professional(s) do not provide input with regard thereto.
Waiver
on Tender-Bid Requirement
The
Funds shall 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 issuer has
provided a reasonable rationale for the request.
Related
Party Transactions
The
Funds shall vote FOR approval of such transactions, unless the agreement requests a strategic move outside the issuer’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 now routinely scrutinize shareholder proposals regarding environmental and social matters. Accordingly, in addition to governance
risks and opportunities, issuers should also assess their environmental and social risks and opportunities as they pertain to stakeholders
including their employees, shareholders, communities, suppliers, and customers.
Issuers
should adequately disclose how they evaluate and mitigate such material risks in order to allow shareholders to assess how well the issuers
mitigate and leverage their social and environmental risks and opportunities. Issuers should adopt disclosure methodologies considering
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,
the Funds shall vote FOR proposals related to environmental, sustainability and corporate social responsibility if the issuer’s
disclosure and/or its management of the issue(s) appears inadequate relative to its peers and if the proposal:
● | applies
to the issuer’s business, |
● | enhances
long-term shareholder value, |
● | requests
more transparency and commitment to improve the issuer’s environmental and/or social
risks, |
● | aims
to benefit the issuer’s stakeholders, |
● | is
reasonable and not unduly onerous or costly, or |
● | is
not requesting data that is primarily duplicative to data the issuer already publicly provides. |
Environmental
The
Funds shall vote FOR proposals relating to environmental impact that reasonably:
● | aim
to reduce negative environmental impact, including the reduction of greenhouse gas emissions
and other contributing factors to global climate change; and/or |
● | request
disclosure relating to how the issuer addresses its climate impact. |
Social
The
Funds shall vote FOR proposals relating to corporate social responsibility that request disclosure of how the issuer manages its:
● | employee
and board diversity; and/or |
● | human
capital management, human rights, and supply chain risks. |
Approval
of Donations
The
Funds shall vote FOR proposals if they are for single- or multi-year authorities and prior disclosure of amounts is provided.
The Funds shall otherwise vote AGAINST such proposals.
Routine
Management Proposals
The
Funds shall consider proposals for which the Proxy Advisory Firm recommends voting AGAINST on a CASE-BY-CASE basis.
Authority
to Call Shareholder Meetings on Less than 21 Days’ Notice
For
issuers in the United Kingdom, the Funds shall consider such proposals on a CASE-BY-CASE basis assessing whether
the issuer has provided clear disclosure of its compliance with any hurdle conditions for 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
The
Funds shall vote AGAINST such proposals if concerns exist regarding inadequate disclosure, remuneration arrangements (including
severance/termination payments exceeding local standards for multiples of annual compensation), or consulting agreements with non-executive
directors.
The
Funds shall consider such proposals on a CASE-BY-CASE basis if other concerns exist regarding severance/termination payments.
The
Funds shall vote AGAINST such proposals if concerns exist regarding the issuer’s financial accounts and reporting, including
related party transactions.
The
Funds shall vote AGAINST board-issued reports receiving a negative recommendation from the Proxy Advisory Firm resulting from
concerns regarding board independence or inclusion of non-independent directors on the audit committee.
The
Funds shall vote FOR such proposals if the only reason for a negative Proxy Advisory Firm recommendation is to express disapproval
of broader issuer or board practices.
Other
Business
The
Funds shall vote AGAINST proposals for Other Business.
Adjournment
The
Funds shall vote FOR when presented with a primary proposal such as a merger or corporate restructuring that is also supported.
The
Funds shall vote AGAINST when not presented with a primary proposal, such as a merger, and a proposal on the ballot is opposed.
The
Funds shall consider other circumstances on a CASE-BY-CASE basis.
Changing
Corporate Name
The
Funds shall vote FOR management proposals requesting a corporate name change.
Multiple
Proposals
The
Funds may vote FOR multiple proposals of a similar nature presented as options to the issuer management’s favored course
of action, provided that:
● | Support
for a single proposal is not operationally required; |
● | No
single proposal is deemed superior in the interest of the Fund(s); and |
● | Each
proposal would otherwise be supported under these Guidelines. |
The
Funds shall vote AGAINST any proposals that would otherwise be opposed under these Guidelines.
Bundled
Proposals
The
Funds shall vote FOR such proposals if all of the bundled items are supported under these Guidelines.
The
Funds shall consider such proposals on a CASE-BY-CASE basis if one or more items are not supported under these Guidelines and/or
the Proxy Advisory Firm deems the negative impact, on balance, to outweigh any positive impact.
Moot
Proposals
This
instruction pertains 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)); the Funds shall
WITHHOLD support if the Proxy Advisory Firm recommends that course of action.
Approving
New Classes or Series of Shares
The
Funds shall vote FOR the establishment of new classes or series of shares.
Hiring
and Terminating Sub-advisers
The
Funds shall vote FOR management proposals that authorize the board to hire and terminate sub-advisers.
Master-Feeder
Structure
The
Funds shall vote FOR the establishment of a master-feeder structure.
Establishing
Director Ownership Requirement
The
Funds shall 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 is
a portfolio manager on the global quantitative equity team at Voya Investment Management responsible for the index, research enhanced
index and smart beta strategies. Prior to joining Voya, Steve was co-head of international indexing at BNY Mellon responsible for managing
ETFs, index funds and quantitative portfolios. Prior to that, he held similar positions at Northern Trust and Bankers Trust. Steve earned
an MBA in finance from New York University's Stern School of Business and a BA from the University of California at Berkeley.
(a)(2V-iii) Other Accounts
Managed
The following table show the number of accounts and
total assets in the accounts managed by the portfolio managers of the Sub-Adviser as of February 28, 2023 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 |
56 |
$18,015,409,399 |
14 |
$5,614,183,055 |
0 |
$0 |
Vincent
Costa |
22 |
$9,278,498,085 |
31 |
$324,394,860 |
16 |
$828,783,596 |
Peg
DiOrio |
13 |
$3,686,857,540 |
0 |
$0 |
10 |
$498,607,300 |
Steven
Wetter |
32 |
$23,843,654,809 |
0 |
$0 |
3 |
$398,894,851 |
(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, 2023, including investments by their immediate family members and
amounts invested through retirement and deferred compensation plans.
Ownership:
Portfolio
Manager | |
Dollar Range
of Fund Shares Owned |
Paul Zemsky | |
None |
Vincent Costa | |
None |
Peg DiOrio | |
None |
Steven Wetter | |
None |
(b) None.
Item 9. Purchases of Equity Securities by Closed-End
Management Investment Company and Affiliated Purchasers.
Period* |
Total
Number of
Shares (or Units)
Purchased |
Average
Monthly Price
Paid Per Share (or Unit) |
Total
Number of
Shares (or Units)
Purchased as Part
of Publicly
Announced Plans or
Programs |
Maximum
Number
(or Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs |
Mar
1-31, 2022 |
0 |
$0.00 |
0 |
0 |
April 1-30,
2022 |
23,100 |
$7.51 |
23,100 |
0 |
May 1-31,
2022 |
75,478 |
$7.08 |
75,478 |
0 |
June 1-30,
2022 |
46,171 |
$7.17 |
46,171 |
0 |
July 1-31,
2022 |
17,400 |
$6.72 |
17,400 |
0 |
Aug
1-31, 2022 |
92,898 |
$6.72 |
92,898 |
0 |
Sept
1-30, 2022 |
44,877 |
$6.33 |
44,877 |
0 |
Oct
1-31, 2022 |
46,075 |
$5.63 |
46,075 |
0 |
Nov
1-30, 2022 |
82,565 |
$5.99 |
82,565 |
0 |
Dec
1-31, 2022 |
28,845 |
$6.35 |
28,845 |
0 |
Jan
1-31, 2023 |
43,209 |
$6.49 |
43,209 |
0 |
Feb
1-28, 2023 |
22,700 |
$6.60 |
22,700 |
0 |
Total |
523,318 |
|
523,318 |
|
*Effective April 1, 2022, the Registrant announced the
Fund could purchase up to 10% of its stock in open-market transactions through March 31, 2023.
Item 10. Submission of Matters to a Vote of Security
Holders.
Not applicable.