UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21786
Voya Global Advantage
and Premium Opportunity Fund
(Exact name of registrant as specified in charter)
7337
East Doubletree Ranch Road, Suite 100, Scottsdale, AZ |
|
85258 |
(Address
of principal executive offices) |
|
(Zip
code) |
The Corporation Trust Company, 1209 Orange Street,
Wilmington, DE 19801
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-800-992-0180
Date of fiscal year end: February 28
Date of reporting period: February 29, 2024
Item 1. Reports to Stockholders.
(a) The following is a copy
of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):
Annual Report
February 29, 2024
Voya Global Advantage and Premium Opportunity Fund
As permitted by regulations adopted
by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semi-annual shareholder reports, like
this annual report, are not sent by mail, unless you specifically request paper copies of the reports. Instead, the reports
will be made available on the Voya funds’ website (www.voyainvestments.com/literature), and you will be notified by mail
each time a report is posted and provided with a website link to access the report.
If you already elected to receive
shareholder reports electronically, you need not take any action. You may elect to receive shareholder reports and other communications
from a fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are
a direct investor, by calling 1-800-992-0180 or by sending an e-mail request to Voyaim_literature@voya.com.
You may elect to receive all
future reports in paper free of charge. If you received this document in the mail, please follow the instructions to elect to
continue receiving paper copies of your shareholder reports. If you received this document through a financial intermediary,
you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports.
If you invest directly with us, you can call 1-800-992-0180 or send an email request to Voyaim_literature@voya.com to let a
fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the
Voya funds complex if you invest directly with the funds.
This report is submitted for general
information to shareholders of the Voya mutual funds. It is not authorized for distribution to prospective shareholders unless
accompanied or preceded by a prospectus which includes details regarding the fund’s investment objectives, risks, charges,
expenses and other information. This information should be read carefully.
|
|
E-Delivery Sign-up – details
inside |
INVESTMENT MANAGEMENT |
|
voyainvestments.com
Managed Distribution Policy
The Fund was granted exemptive relief by the U.S.
Securities and Exchange Commission (the “Order”), which under the Investment Company Act of 1940, as amended (the “1940
Act”), permits the Fund to include realized long-term capital gains as a part of its regular distributions to Common Shareholders
more frequently than once per taxable year (“Managed Distribution Policy”). Pursuant to the Order, the Fund’s Board
of Trustees (the “Board”) approved the Managed Distribution Policy and the Fund adopted the policy which allows the Fund to
make periodic distributions of long-term capital gains.
Under the Managed Distribution Policy, the Fund
makes quarterly* distributions of an amount equal to $0.197 per share. You should not draw any conclusions about the Fund’s investment
performance from the amount of this distribution or from the terms of the Fund’s Plan.
The Managed Distribution Policy will be subject
to periodic review by the Fund’s Board and the Board may amend or terminate the Managed Distribution Policy at any time without
prior notice to the Fund’s shareholders; any such change or termination may have an adverse effect on the market price of the Fund’s
shares.
The Fund may distribute more than its net investment
income and net realized capital gains; therefore, a portion of your distribution may include a return of capital. A return of capital
may occur for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution
does not necessarily reflect the Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’
With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amounts and
sources of distribution and other related information. The amounts and sources of the distributions contained in a notice and press release
are only estimates and are not provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes
will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on
tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for
federal income tax purposes.
* Effective
April 1, 2024, under the managed distribution policy the Fund will make monthly distributions.
TABLE
OF CONTENTS
|
Go Paperless with E-Delivery! |
|
Sign up now for on-line prospectuses, fund reports, and proxy
statements. |
|
Just go to individuals.voya.com/page/e-delivery, follow the directions
and complete the quick 5 Steps to Enroll. |
|
You will be notified by e-mail when these communications become
available on the internet. |
PROXY VOTING INFORMATION
A description of the policies and procedures
that the Fund uses to determine how to vote proxies related to portfolio securities is available: (1) without charge, upon request, by
calling Shareholder Services toll-free at (800) 992-0180; (2) on the Fund’s website at www.voyainvestments.com; and (3) on the
U.S. Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov. Information regarding how the Fund
voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the
Fund’s website at www.voyainvestments.com and on the SEC’s website at www.sec.gov.
QUARTERLY PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio
holdings with the SEC for the first and third quarters of each fiscal year on Form NPORT-P. The Fund’s Forms NPORT-P are available
on the SEC’s website at www.sec.gov. The Fund’s complete schedule of portfolio holdings is available at: www.voyainvestments.com
and without charge upon request from the Fund by calling Shareholder Services toll-free at (800) 992-0180.
BENCHMARK
DESCRIPTIONS
Index |
Description |
MSCI World Value IndexSM |
The index captures large and mid cap securities exhibiting overall value style characteristics across 23 Developed Markets countries. |
VOYA GLOBAL
ADVANTAGE |
PRINCIPAL INVESTMENT
STRATEGIES AND |
AND PREMIUM
OPPORTUNITY FUND |
PORTFOLIO
MANAGERS’ COMMENTARY |
Voya
Global Advantage and Premium Opportunity Fund (the “Fund”) is a diversified closed-end fund with the primary investment objective
of providing a high level of income. Capital appreciation is a secondary investment objective. The Fund seeks to achieve its investment
objectives by:
| ● | investing at least 80% of its
managed assets in a portfolio of common stocks of companies located in a number of different countries throughout the world, including
the United States; and |
| ● | utilizing
an integrated derivatives strategy. |
Portfolio Management*: The Fund is
managed by Susanna Jacob, Justin Montminy, CFA, Vincent Costa, CFA, and Steve Wetter, Voya Investment Management Co. LLC — the Sub-Adviser.
Equity Portfolio Construction: Under
normal market conditions, the Fund seeks to achieve its investment objective by investing at least 80% of its managed assets in a portfolio
of common stocks of companies located in a number of different countries throughout the world, including the United States; and utilizing
an integrated derivatives strategy.
Under normal market conditions, the Fund will invest
at least 80% of its managed assets in a diversified portfolio of common stocks across a broad range of countries, industries and market
sectors. Equity securities held by the Fund may be denominated in both U.S. dollars and non-U.S. currencies. The Fund may invest up to
20% of its managed assets in securities issued by companies located in emerging markets when the Sub-Adviser believes they present attractive
investment opportunities.
The Fund seeks to invest in a portfolio of equity
securities included in the MSCI World Value IndexSM (the “Index”) and will select securities based upon quantitative
analysis. The Sub-Adviser creates a target universe that consists of dividend paying securities by screening for companies that exhibit
stable dividend yields within each industry sector. Once the Sub-Adviser creates this target universe, the Sub-Adviser seeks to identify
the most attractive securities within various geographic regions and sectors by ranking each security relative to other securities within
its region or sector, as applicable, using proprietary fundamental sector-specific models. The Sub-Adviser then uses optimization techniques
to seek to achieve the portfolio’s target dividend yield, which is expected to be higher than the Index in aggregate, manage target
beta, determine active weights, and neutralize region and sector exposures in order to create a portfolio that the Sub-Adviser believes
will provide the potential for maximum total return consistent with maintaining lower volatility than the Index. Under certain market
conditions, the Fund will likely earn a lower level of total return than it would in the absence of its strategy of maintaining a relatively
lower level of volatility.
Geographic
Diversification
as
of February 29, 2024
(as
a percentage of net assets)
United States | |
66.4 | % |
Japan | |
6.9 | % |
United Kingdom | |
4.2 | % |
Australia | |
2.3 | % |
Canada | |
2.2 | % |
France | |
2.2 | % |
Spain | |
1.9 | % |
Netherlands | |
1.8 | % |
Hong Kong | |
1.5 | % |
Switzerland | |
1.4 | % |
Countries between 0.1% - 1.4%^ | |
6.8 | % |
Assets in Excess of Other Liabilities* | |
2.4 | % |
Net Assets | |
100.0 | % |
| * | Includes
short-term investments and exchange-traded funds. |
| ^ | Includes
12 countries, which each 0.1% - 1.4% of net assets. |
Portfolio
holdings are subject to change daily.
Top
Ten Holdings
as
of February 29, 2024
(as
a percentage of net assets)
Johnson & Johnson |
1.8% |
Merck & Co., Inc. |
1.8% |
AbbVie, Inc. |
1.7% |
Chevron Corp. |
1.4% |
Procter & Gamble Co. |
1.3% |
PepsiCo, Inc. |
1.2% |
Cisco Systems, Inc. |
1.2% |
Verizon Communications, Inc. |
1.1% |
Amgen, Inc. |
1.0% |
Cigna Group |
1.0% |
Portfolio
holdings are subject to change daily.
In
evaluating investments for the Fund, the Sub-Adviser normally expects to take into account environmental, social, and governance (“ESG”)
factors, to determine whether any or all of those factors might have a material effect on the value, risks, or prospects of a company.
The Sub-Adviser intends to rely primarily on factors identified through its proprietary empirical research as material to a particular
company or the industry in which it operates and on third-party evaluations of a company’s ESG standing. The Sub-Adviser may give
environmental, social, and governance factors equal consideration or may focus on one or more of those factors as the Sub-Adviser considers
appropriate. The Sub-Adviser may consider specific ESG metrics or a company’s progress or lack of progress toward meeting ESG targets.
ESG factors will be only one consideration in the Sub-Adviser’s evaluation of any potential investment, and the effect, if any,
of ESG factors on the Sub-Adviser’s decision whether to invest in any case will vary depending on the judgment of the Sub-Adviser.
The Fund’s Integrated Option Strategy:
The option strategy of the Fund is designed to seek gains and lower volatility of total returns over a market cycle by generally
writing (selling) index call options on selected indices and/or exchange traded funds (“ETFs”) in an amount equal to approximately
35% to 100% of the value of the Fund’s holdings in common stocks.
PRINCIPAL INVESTMENT
STRATEGIES AND |
VOYA GLOBAL
ADVANTAGE |
PORTFOLIO
MANAGERS’ COMMENTARY |
AND PREMIUM
OPPORTUNITY FUND |
The
extent of call option writing activity depends upon market conditions and the Sub-Adviser’s ongoing assessment of the attractiveness
of writing call options on selected indices and/or ETFs. Call options will be written (sold) usually at-the money, out-of-the-money or
near-the-money and can be written both in exchange-listed option markets and over-the-counter markets with major international banks,
broker-dealers and financial institutions.
The Fund writes call options that are generally
short-term (between 10 days and three months until expiration). The Fund typically maintains its call positions until expiration, but
it retains the option to buy back the call options and sell new call options.
Additionally, in order to reduce volatility of
net asset value (“NAV”) returns, the Fund generally employs a policy to hedge major foreign currencies using foreign currency
forwards or zero-cost collars.
In addition to the intended strategy of selling
index call options, the Fund may invest in other derivative instruments such as futures for investment, hedging and risk-management purposes
to gain or reduce exposure to securities, security markets and market indices consistent with its investment objectives and strategies.
Such derivative instruments are acquired to enable the Fund to make market directional tactical decisions to enhance returns, to protect
against a decline in its assets or as a substitute for the purchase or sale of equity securities.
Performance: Based on net asset value
(“NAV”), the Fund provided a total return of 9.10% for the year ended February 29, 2024.(1) This NAV return reflects
a decrease in the Fund’s NAV from $10.04 on February 28, 2023 to $9.99 on February 29, 2024, after taking into account quarterly
distributions. Based on its share price as of February 29, 2024, the Fund provided a total return of 5.82% for the year.(1)
This share price return reflects a decrease in the Fund’s share price from $8.88 on February 28, 2023 to $8.57 on February 29, 2024,
after taking into account quarterly distributions. The Fund’s reference index, the MSCI World Value IndexSM, returned
12.69% for the year. During the year, the Fund made quarterly distributions totaling $0.79 per share, which were characterized as $0.45
per share from return of capital and $0.34 per share from net investment income.(2) As of February 29, 2024, the Fund had 15,341,392
shares outstanding.
Portfolio Specifics: Equity Portfolio: The
Fund underperformed its reference Index during the reporting period. In terms of portfolio performance attribution, size factor was the
largest detractor while the core model and the higher dividend yield contributed. Within the core model, the sentiment indicator contributed
the most.
Regionally, stock selection in Europe contributed to results, while
selection in North America detracted.
At the sector level, stock selection was strongest
among the energy, materials and health care sectors. At the individual stock level, key contributors included exposure to non-benchmark
stocks Sage Group PLC. and NVIDIA Corp. and not owning Exxon Mobil Corp.
Conversely, stock selection was negative in information
technology, industrials and consumer staples sectors. Among the key detractors were not owning Toyota Motor Corp., Intel Corp. and Broadcom
Inc.
Option Portfolio: The Fund's covered
call strategy seeks to generate premiums and retain some potential for upside appreciation. The Fund's option strategy detracted from
returns during the period, as the positive performance of the equity markets resulted in losses on the short call options. The Fund implemented
this strategy by typically writing call options on regional indexes, the selection and allocation of which resulted from an optimization
intended to track closely the Fund's reference index. The options typically were written with maturities around six weeks and with strike
prices out of the money or near the money.
Outlook and Current Strategy: After
a strong year for the U.S. economy and capital markets, many investors entered 2024 with an upbeat outlook. We are generally optimistic
about the year ahead but in our opinion, we see a few factors that could limit the upside potential for stocks.
We believe the progress on inflation and the resilience
of American consumers and corporations is encouraging, and U.S. companies appear, in our view, to be on sound financial footing. We expect
disinflation to continue, as core personal consumption expenditures ("PCE") inflation has trended sharply lower, and supply
chain issues have eased considerably. However, we also foresee weaker wage growth and consumer spending as the lagging impact of tighter
monetary policy filters into the U.S. labor market. Despite our slowing growth outlook and expectation of modestly higher unemployment,
we are not forecasting a significant deterioration in the jobs market.
In our view, obstacles to the upside potential
in U.S. equities this year include slower economic growth, expensive valuations and optimistic forecasts of rate cuts. Even with these
challenges, we believe that current macroeconomic conditions present opportunities for investors to benefit from divergences in global
policy and business cycles.
VOYA GLOBAL
ADVANTAGE |
PRINCIPAL INVESTMENT
STRATEGIES AND |
AND PREMIUM
OPPORTUNITY FUND |
PORTFOLIO
MANAGERS’ COMMENTARY |
*
Effective March 1, 2024, Peg DiOrio was removed as one of the portfolio managers to the Fund. In addition, effective December 31, 2023,
Paul Zemsky retired from Voya Investment Management Co. LLC and is no longer one of the portfolio managers to the Fund. Lastly, effective
September 30, 2023, Susanna Jacob was added as a portfolio manager to the Fund.
(1) Total returns
shown include, if applicable, the effect of fee waivers and/or expense reimbursements by the investment adviser. Had all fees and expenses
been considered, the total returns would have been lower.
(2) The
final tax composition of dividends and distributions will not be determined until after the Fund’s tax year-end.
The views expressed in this commentary
are informed opinions. They should not be considered promises or advice. The views expressed reflect those of the portfolio managers,
only through the end of the period as stated on the cover. The portfolio managers’ views are subject to change at any time based
on market and other conditions.
Portfolio holdings and characteristics
are subject to change and may not be representative of current holdings and characteristics. Fund holdings are subject to change daily.
The outlook for this Fund may differ from that presented for other Voya mutual funds. This report contains statements that may be “forward-looking”
statements. Actual results may differ materially from those projected in the “forward-looking” statements. The Fund’s
performance returns shown reflect applicable fee waivers and/or expense limits in effect during this period. Absent such fee waivers/expense
limitations, if any, performance would have been lower. Performance for the different classes of shares will vary based on differences
in fees associated with each class. An index has no cash in its portfolio and imposes no sales charges. An investor cannot invest directly
in an index.
Principal
Investment
Strategies
and |
Voya
Global
Advantage |
PORTFOLIO
MANAGERS’
COMMENTARY |
AND PREMIUM
OPPORTUNITY
FUND |
Average Annual Total Returns for the Periods Ended February 29, 2024 |
|
1 Year |
5 Year |
10 Year |
Voya Global Advantage and Premium Opportunity Fund at Market Value |
5.82% |
4.96% |
5.84% |
MSCI World Value IndexSM |
12.69% |
7.39% |
6.08% |
Based on a $10,000
initial investment, the graph and table above illustrate the total return of Voya Global Advantage and Premium Premium Opportunity Fund
against the reference index indicated. The reference index is unmanaged and has no cash in its portfolio and imposes no sales charges.
An investor cannot invest directly in a reference index.
The performance shown
includes, if applicable, the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers,
which have the effect of increasing total net return. Had all fees and expenses been considered, the total net returns would have been
lower.
Performance
data represents past performance and is no assurance
of future results.
Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than
their original cost. The Fund’s current performance may be lower or higher than the performance data shown. Please log on to www.voyainvestments.com
or call (800) 992-0180 to get performance through the most recent month end.
Fund holdings are subject to change
daily.
The Fund’s performance
prior to May 6, 2019 reflects returns achieved by a different sub-adviser and pursuant to a different investment objective and principal
investment strategies. If the Fund’s current sub-adviser, objective and strategies had been in place for the prior period, the
performance information shown would have been different.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To
the Shareholders and Board of Trustees of Voya Global Advantage and Premium Opportunity Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets
and liabilities of Voya Global Advantage and Premium Opportunity Fund (the “Fund”), including the portfolio of investments,
as of February 29, 2024, and the related statement of operations for the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Fund at February 29, 2024, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years
in the period then ended, in conformity with U.S. generally accepted accounting principles.
The financial highlights for each of the years
in the five-year period ended February 28, 2019, were audited by another independent registered public accounting firm whose report, dated
April 26, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility
of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required
to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to
perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of February 29, 2024, by correspondence with the custodian, brokers
and others; when replies were not received from brokers and others, we performed other auditing procedures. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more Voya investment companies
since 2019.
Boston, Massachusetts
April 26, 2024
STATEMENT OF ASSETS
AND LIABILITIES As oF FEBRUARY
29, 2024
ASSETS: | |
| | |
Investments
in securities at fair value* | |
$ | 151,055,267 | |
Short-term
investments at fair value† | |
| 666,000 | |
Cash | |
| 309,271 | |
Cash pledged
as collateral for OTC derivatives (Note 2) | |
| 1,360,000 | |
Foreign currencies
at value‡ | |
| 7,434 | |
Receivables: | |
| | |
Investment
securities sold | |
| 6,311 | |
Dividends | |
| 336,206 | |
Interest | |
| 531 | |
Foreign
tax reclaims | |
| 188,375 | |
Unrealized
appreciation on forward foreign currency contracts | |
| 1,089,157 | |
Prepaid expenses | |
| 1,149 | |
Other assets | |
| 9,281 | |
Total assets | |
| 155,028,982 | |
| |
| | |
LIABILITIES: | |
| | |
Payable for
investment securities purchased | |
| 6,317 | |
Payable for
investment management fees | |
| 101,023 | |
Payable to
trustees under the deferred compensation plan (Note 6) | |
| 9,281 | |
Payable for
trustee fees | |
| 380 | |
Other accrued
expenses and liabilities | |
| 169,968 | |
Written
options, at fair value^ | |
| 1,428,806 | |
Total liabilities | |
| 1,715,775 | |
NET
ASSETS | |
$ | 153,313,207 | |
| |
| | |
NET
ASSETS WERE COMPRISED OF: | |
| | |
Paid-in capital | |
$ | 139,341,159 | |
Total distributable
earnings | |
| 13,972,048 | |
NET
ASSETS | |
$ | 153,313,207 | |
| |
| | |
* Cost
of investments in securities | |
$ | 134,744,399 | |
† Cost
of short-term investments | |
$ | 666,000 | |
‡ Cost
of foreign currencies | |
$ | 7,435 | |
^ Premiums
received on written options | |
$ | 902,879 | |
| |
| | |
Net assets | |
$ | 153,313,207 | |
Shares authorized | |
| unlimited | |
Par value | |
$ | 0.010 | |
Shares outstanding | |
| 15,341,392 | |
Net asset value | |
$ | 9.99 | |
See Accompanying Notes to
Financial Statements
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED FEBRUARY
29, 2024
INVESTMENT
INCOME: | |
| | |
Dividends,
net of foreign taxes withheld* | |
$ | 5,582,999 | |
Interest | |
| 19,101 | |
Other | |
| 938 | |
Total
investment income | |
| 5,603,038 | |
| |
| | |
EXPENSES: | |
| | |
Investment
management fees | |
| 1,289,505 | |
Transfer
agent fees | |
| 16,390 | |
Shareholder
reporting expense | |
| 45,260 | |
Professional
fees | |
| 82,190 | |
Custody
and accounting expense | |
| 39,601 | |
Trustee
fees | |
| 3,794 | |
Miscellaneous
expense | |
| 23,809 | |
Total
expenses | |
| 1,500,549 | |
Waived
and recouped fees | |
| 20,088 | |
Net
expenses | |
| 1,520,637 | |
Net
investment income | |
| 4,082,401 | |
REALIZED
AND UNREALIZED GAIN (LOSS): | |
| | |
Net
realized gain (loss) on: | |
| | |
Investments | |
| 1,269,087 | |
Forward
foreign currency contracts | |
| 524,208 | |
Foreign
currency related transactions | |
| 137,705 | |
Written
options | |
| (3,315,125 | ) |
Net
realized loss | |
| (1,384,125 | ) |
Net
change in unrealized appreciation (depreciation) on: | |
| | |
Investments | |
| 8,587,655 | |
Forward
foreign currency contracts | |
| 731,829 | |
Foreign
currency related transactions | |
| 4,642 | |
Written
options | |
| (1,309,610 | ) |
Net
change in unrealized appreciation (depreciation) | |
| 8,014,516 | |
Net
realized and unrealized gain | |
| 6,630,391 | |
Increase
in net assets resulting from operations | |
$ | 10,712,792 | |
* Foreign
taxes withheld | |
$ | 310,760 | |
See
Accompanying Notes to Financial Statements
STATEMENTS
OF CHANGES IN NET ASSETS
| |
Year
Ended February 29, 2024 | | |
Year
Ended February 28, 2023 | |
FROM
OPERATIONS: | |
| | | |
| | |
Net
investment income | |
$ | 4,082,401 | | |
$ | 3,947,338 | |
Net
realized gain (loss) | |
| (1,384,125 | ) | |
| 8,666,802 | |
Net
change in unrealized appreciation (depreciation) | |
| 8,014,516 | | |
| (8,164,749 | ) |
Increase
in net assets resulting from operations | |
| 10,712,792 | | |
| 4,449,391 | |
| |
| | | |
| | |
FROM
DISTRIBUTIONS TO SHAREHOLDERS: | |
| | | |
| | |
Total
distributions (excluding return of capital) | |
| (5,287,864 | ) | |
| (8,758,104 | ) |
Return
of capital | |
| (6,953,868 | ) | |
| (3,920,567 | ) |
Total
distributions | |
| (12,241,732 | ) | |
| (12,678,671 | ) |
| |
| | | |
| | |
FROM
CAPITAL SHARE TRANSACTIONS: | |
| | | |
| | |
Cost
of shares repurchased | |
| (4,389,547 | ) | |
| (4,638,655 | ) |
Net
decrease in net assets resulting from capital share transactions | |
| (4,389,547 | ) | |
| (4,638,655 | ) |
Net
decrease in net assets | |
| (5,918,487 | ) | |
| (12,867,935 | ) |
| |
| | | |
| | |
NET
ASSETS: | |
| | | |
| | |
Beginning
of year or period | |
| 159,231,694 | | |
| 172,099,629 | |
End
of year or period | |
$ | 153,313,207 | | |
$ | 159,231,694 | |
See
Accompanying Notes to Financial Statements
FINANCIAL
HIGHLIGHTS
Selected
data for a share of beneficial interest outstanding throughout each year or period.
| |
Per
Share Operating Performance | | |
Ratios
and Supplemental Data | |
| |
| | | Income
(loss) from investment operations |
|
| |
Less
Distributions |
| | |
| | | |
| |
| | | |
| |
| | | |
| |
Ratios
to average
net assets | |
| |
| |
| | | |
| |
| | | |
| |
| | | |
| |
| | |
| | |
| | | |
| |
| | | |
| |
| | | |
| |
| | | |
| |
| | | |
| |
Year or
period ended |
|
| ($) | | |
($) | |
| ($) | | |
($) | |
| ($) | | |
($) | |
| ($) | |
| ($) | |
| ($) | | |
($) | |
| ($) | | |
(%) | |
| (%) | | |
($000's) | |
| (%) | | |
(%) | |
| (%) | | |
(%) | |
|
|
| | | |
| |
| | | |
| |
| | | |
| |
| | |
| | |
| | | |
| |
| | | |
| |
| | | |
| |
| | | |
| |
| | | |
| |
02-29-24 |
|
|
10.04 |
|
|
0.26• |
|
|
0.48 |
|
|
0.74 |
|
|
0.34 |
|
|
— |
|
|
0.45 |
|
|
0.79 |
|
|
— |
|
|
9.99 |
|
|
8.57 |
|
|
9.10 |
|
|
5.82 |
|
|
153,313 |
|
|
0.99 |
|
|
1.00 |
|
|
2.69 |
|
|
74 |
|
02-28-23 |
|
|
10.51 |
|
|
0.25• |
|
|
0.07 |
|
|
0.32 |
|
|
0.42 |
|
|
0.12 |
|
|
0.25 |
|
|
0.79 |
|
|
— |
|
|
10.04 |
|
|
8.88 |
|
|
4.15 |
|
|
1.91 |
|
|
159,232 |
|
|
1.02 |
|
|
0.99 |
|
|
2.40 |
|
|
81 |
|
02-28-22 |
|
|
9.89 |
|
|
0.18• |
|
|
1.20 |
|
|
1.38 |
|
|
0.21 |
|
|
— |
|
|
0.58 |
|
|
0.79 |
|
|
0.03 |
|
|
10.51 |
|
|
9.50 |
|
|
15.02 |
|
|
15.28 |
|
|
172,100 |
|
|
1.10 |
|
|
1.09 |
|
|
1.72 |
|
|
66 |
|
02-28-21 |
|
|
10.42 |
|
|
0.19• |
|
|
0.07 |
|
|
0.26 |
|
|
0.15 |
|
|
0.40 |
|
|
0.24 |
|
|
0.79 |
|
|
— |
|
|
9.89 |
|
|
8.92 |
|
|
4.27 |
|
|
5.48 |
|
|
180,073 |
|
|
0.97 |
|
|
0.97 |
|
|
2.00 |
|
|
74 |
|
02-29-20 |
|
|
11.43 |
|
|
0.27 |
|
|
(0.44) |
|
|
(0.17) |
|
|
0.40 |
|
|
0.44 |
|
|
— |
|
|
0.84 |
|
|
— |
|
|
10.42 |
|
|
9.29 |
|
|
(1.35) |
|
|
(2.87) |
|
|
190,658 |
|
|
0.96 |
|
|
0.96 |
|
|
2.37 |
|
|
130 |
|
02-28-19 |
|
|
12.12 |
|
|
0.21 |
|
|
0.00* |
|
|
0.21 |
|
|
0.41 |
|
|
0.49 |
|
|
— |
|
|
0.90 |
|
|
— |
|
|
11.43 |
|
|
10.35 |
|
|
2.43 |
|
|
0.46 |
|
|
209,174 |
|
|
0.99 |
|
|
0.99 |
|
|
1.76 |
|
|
70 |
|
02-28-18 |
|
|
11.62 |
|
|
0.19• |
|
|
1.21 |
|
|
1.40 |
|
|
0.04 |
|
|
0.78 |
|
|
0.08 |
|
|
0.90 |
|
|
— |
|
|
12.12 |
|
|
11.19 |
|
|
13.07 |
|
|
16.75 |
|
|
221,924 |
|
|
0.99 |
|
|
0.99 |
|
|
1.55 |
|
|
92 |
|
02-28-17 |
|
|
10.71 |
|
|
0.18 |
|
|
1.80 |
|
|
1.98 |
|
|
0.42 |
|
|
0.16 |
|
|
0.49 |
|
|
1.07 |
|
|
— |
|
|
11.62 |
|
|
10.39 |
|
|
20.77 |
|
|
21.11 |
|
|
213,271 |
|
|
1.00 |
|
|
1.00 |
|
|
1.59 |
|
|
98 |
|
02-29-16 |
|
|
12.93 |
|
|
0.17 |
|
|
(1.27) |
|
|
(1.10) |
|
|
0.39 |
|
|
0.73 |
|
|
— |
|
|
1.12 |
|
|
— |
|
|
10.71 |
|
|
9.55 |
|
|
(8.48)(5) |
|
|
(10.96) |
|
|
196,576 |
|
|
1.00 |
|
|
1.00 |
|
|
1.36 |
|
|
117 |
|
02-28-15 |
|
|
13.09 |
|
|
0.17 |
|
|
0.79 |
|
|
0.96 |
|
|
0.59 |
|
|
— |
|
|
0.53 |
|
|
1.12 |
|
|
— |
|
|
12.93 |
|
|
11.85 |
|
|
8.72 |
|
|
9.52 |
|
|
237,394 |
|
|
0.95 |
|
|
0.97 |
|
|
1.32 |
|
|
17 |
|
| (1) | Total
investment return at net asset value has been calculated assuming a purchase at net asset
value at the beginning of each period and a sale at net asset value at the end of each period
and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations,
if any, in accordance with the provisions of the dividend reinvestment plan. Total investment
return at net asset value is not annualized for periods less than one year. |
| (2) | Total
investment return at market value measures the change in the market value of your investment
assuming reinvestment of dividends, capital gain distributions and return of capital distributions/allocations,
if any, in accordance with the provisions of the Fund’s dividend reinvestment plan.
Total investment return at market value is not annualized for periods less than one year. |
| (3) | Annualized
for periods less than one year. |
| (4) | The
Investment Adviser has entered into a written expense limitation agreement with the Fund
under which it will limit the expenses of the Fund (excluding interest, taxes, investment-related
costs, leverage expenses, extraordinary expenses and acquired fund fees and expenses) subject
to possible recoupment by the Investment Adviser within three years of being incurred. |
| (5) | Excluding
amounts related to a foreign currency settlement recorded in the fiscal year ended February
29, 2016, total investment return at net asset value would have been (8.65)%. |
| ● | Calculated
using average number of shares outstanding throughout the year or period. |
| * | Amount
is less than $0.005 or 0.005% or more than $(0.005) or (0.005)%. |
See
Accompanying Notes to Financial Statements
NOTES
TO FINANCIAL STATEMENTS As oF FEBRUARY
29, 2024
NOTE 1 —
ORGANIZATION
Voya
Global Advantage and Premium Opportunity Fund (the “Fund”) is a diversified, closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is organized as a Delaware statutory trust.
Voya
Investments, LLC (“Voya Investments” or the “Investment Adviser”), an Arizona limited liability company, serves
as the Investment Adviser to the Fund. The Investment Adviser has engaged Voya Investment Management Co. LLC (“Voya IM” or
the “Sub-Adviser”), a Delaware limited liability company, to serve as the Sub-Adviser to the Fund.
NOTE 2 —
SIGNIFICANT ACCOUNTING POLICIES
The
following significant accounting policies are consistently followed by the Fund in the preparation of its financial statements. The Fund
is considered an investment company under U.S. generally accepted accounting principles (“GAAP”) and follows the accounting
and reporting guidance applicable to investment companies.
A.
Security Valuation. The Fund is open for business every day the New York Stock Exchange (“NYSE”) opens for
regular trading (each such day, a “Business Day”). The net asset value (“NAV”) per share of the Fund is determined
each Business Day as of the close of the regular trading session (“Market Close”), as determined by the Consolidated Tape
Association (“CTA”), the central distributor of transaction prices for exchange-traded securities (normally 4:00 p.m. Eastern
Time unless otherwise designated by the CTA). The NAV per share of the Fund is calculated by taking the value of the Fund’s assets,
subtracting the Fund’s liabilities, and dividing by the number of shares that are outstanding. On days when the Fund is closed
for business, Fund shares will not be priced and the Fund does not transact purchase and redemption orders. To the extent the Fund’s
assets are traded in other markets on days when the Fund does not price its shares, the value of the Fund’s assets will likely
change and you will not be able to purchase or redeem shares of the Fund.
Portfolio
securities for which market quotations are readily available are valued at market value. Investments in open-end registered investment
companies that do not trade on an exchange are valued at the end of day NAV per share. The prospectuses of the open-end registered investment
companies in which the Fund may invest explain the circumstances under which they will use fair value pricing and the effects of using
fair value pricing. Foreign securities’ prices are converted into U.S. dollar amounts using the applicable exchange rates as of
Market Close.
When
a market quotation for a portfolio security is not readily
available
or is deemed unreliable (for example when trading has been halted or there are unexpected market closures or other material events that
would suggest that the market quotation is unreliable) and for purposes of determining the value of other Fund assets, the asset is priced
at its fair value. The Board has designated the Investment Adviser, as the valuation designee, to make fair value determinations in good
faith. In determining the fair value of the Fund’s assets, the Investment Adviser, pursuant to its fair valuation policy, may consider
inputs from pricing service providers, broker-dealers, or the Fund’s sub-adviser(s). Issuer specific events, transaction price,
position size, nature and duration of restrictions on disposition of the security, market trends, bid/ask quotes of brokers and other
market data may be reviewed in the course of making a good faith determination of an asset’s fair value. Because trading hours
for certain foreign securities end before Market Close, closing market quotations may become unreliable. The prices of foreign securities
will generally be adjusted based on inputs from an independent pricing service that are intended to reflect valuation changes through
the NYSE close. Because of the inherent uncertainties of fair valuation, the values used to determine the Fund’s NAV may materially
differ from the value received upon actual sale of those investments. Thus, fair valuation may have an unintended dilutive or accretive
effect on the value of shareholders’ investments in the Fund.
The
Fund’s financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.
Various
valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value
hierarchy that categorizes the inputs used to measure fair value:
Level
1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting
date.
Level
2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to,
quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive
markets, interest rates and yield curves, implied volatilities, and credit spreads).
Level
3 – unobservable inputs (including the fund’s own assumptions in determining fair value).
Observable
inputs are developed using market data, such
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES
(continued)
as
publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to
price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best
information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation
techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used
to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input
that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity
associated with financial instruments at that level but rather the degree of judgment used in determining those values.
A
table summarizing the Fund’s investments under these levels of classification is included within the Portfolio of Investments.
Each
investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs
to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than
quoted prices for an asset or liability that are observable are classified as “Level 2” and significant unobservable inputs,
including the Sub-Adviser’s or Pricing Committee’s judgment about the assumptions that a market participant would use in
pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an
indication of the risks associated with investing in those securities. Short-term securities of sufficient credit quality are generally
considered to be Level 2 securities under applicable accounting rules. A table summarizing the Fund’s investments under
these levels of classification is included within the Portfolio of Investments. GAAP requires a reconciliation of the beginning to ending
balances for reported fair values that presents changes attributable to total realized and unrealized gains or losses, purchases and
sales, and transfers in or out of the Level 3 category during the period. The beginning of period timing recognition is used for the
transfers between levels of the Fund’s assets and liabilities. A reconciliation of Level 3
investments is presented only when the Fund has a significant amount of Level 3 investments.
B.
Securities Transactions and Revenue Recognition. Securities transactions are recorded on the trade date. Realized gains
or losses on sales of investments are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Premium
amortization and
discount
accretion are determined using the effective yield method. Dividend income is recorded on the ex-dividend date, or in the case of some
foreign dividends, when the information becomes available to the Fund.
C.
Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts
are translated into U.S. dollars on the following basis:
| (1) | Market
value of investment securities, other assets and liabilities — at the exchange rates
prevailing at Market Close. |
| (2) | Purchases
and sales of investment securities, income and expenses — at the rates of exchange
prevailing on the respective dates of such transactions. |
Although
the net assets and the market values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion
of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes
in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments.
For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and
Liabilities for the estimated tax withholding based on the securities’ current market value. Upon disposition, realized gains or
losses on such securities are recorded net of foreign withholding tax.
Reported
net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade
and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes
recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange
gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes
in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated
with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, revaluation of currencies
and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more
volatile than those of comparable U.S. companies and U.S. government securities. The foregoing risks are even greater with respect to
securities of issuers in emerging markets.
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES
(continued)
D.
Distributions to Shareholders. The
Fund intends to make quarterly distributions from its cash available for distribution, which consists of the Fund’s dividends and
interest income after payment of Fund expenses, net option premiums and net realized and unrealized gains on investments. Such quarterly
distributions may also consist of return of capital. Under the Managed Distribution Policy, the Fund may make periodic distributions
of long-term capital gains more frequently than once per taxable year. Distributions are recorded on the ex-dividend date. Distributions
are determined annually in accordance with federal tax regulations, which may differ from GAAP for investment companies.
The
tax treatment and characterization of the Fund’s distributions may vary significantly from time to time depending on whether the
Fund has gains or losses on the call options written in its portfolio versus gains or losses on the equity securities in the portfolio.
Each quarter, the Fund will provide disclosures with distribution payments made that estimate the percentages of that distribution that
represent net investment income, other income or capital gains, and return of capital, if any. The final composition of the tax characteristics
of the distributions cannot be determined with certainty until after the end of the Fund’s tax year, and will be reported to shareholders
at that time. A significant portion of the Fund’s distributions may constitute a return of capital. The amount of quarterly distributions
will vary, depending on a number of factors. As portfolio and market conditions change, the rate of dividends on the common shares will
change. There can be no assurance that the Fund will be able to declare a dividend in each period.
E.
Federal Income Taxes.
It is the policy of the Fund to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated
investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders.
Therefore, a federal income tax or excise tax provision is not required. Management has considered the sustainability of the Fund’s
tax positions taken on federal income tax returns for all open tax years in making this determination. The Fund may utilize equalization
accounting for tax purposes, whereby a portion of redemption payments are treated as distributions of income or gain.
F.
Use of Estimates. The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets
and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations
during the reporting period. Actual results could differ from those estimates.
G.
Risk Exposures and the Use of Derivative
Instruments. The Fund’s investment objectives
permit the Fund to enter into various types of derivatives contracts, including, but not limited to, forward foreign currency exchange
contracts and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase
or decrease the level of risk, or change the level or types of exposure to risk factors. This may allow the Fund to pursue its objectives
more quickly and efficiently, than if it were to make direct purchases or sales of securities capable of affecting a similar response
to market or credit factors.
In
pursuit of its investment objectives, the Fund may seek to increase or decrease its exposure to the following market or credit risk factors:
Credit
Risk. The price of a bond or other debt instrument is likely to fall if the issuer’s actual or perceived financial health
deteriorates, whether because of broad economic or issuer-specific reasons. In certain cases, the issuer could be late in paying interest
or principal, or could fail to pay its financial obligations altogether.
Equity
Risk. Stock prices may be volatile or have reduced liquidity in response to real or perceived impacts of factors including, but
not limited to, economic conditions, changes in market interest rates, and political events. Stock markets tend to be cyclical, with
periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out
of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes
during some periods. Additionally, legislative, regulatory or tax policies or developments in these areas may adversely impact the investment
techniques available to a manager, add to costs and impair the ability of the Fund to achieve its investment objectives.
Foreign
Exchange Rate Risk. To the extent that the Fund invests directly in foreign (non-U.S.) currencies or in securities denominated
in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those foreign (non-U.S.) currencies will decline
in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the
currency being hedged by the Fund through foreign currency exchange transactions.
Currency
rates may be affected by changes in market interest rates, intervention (or the failure to intervene) by U.S. or foreign governments,
central banks or supranational
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES
(continued)
entities
such as the International Monetary Fund, by the imposition of currency controls, or other political or economic developments in the United
States or abroad.
Interest
Rate Risk. Changes in short-term market interest rates will directly affect the yield on Common Shares. If short-term market
interest rates fall, the yield on Common Shares will also fall. To the extent that the interest rate spreads on loans in the Fund’s
portfolio experience a general decline, the yield on the Common Shares will fall and the value of the Fund’s assets may decrease,
which will cause the Fund’s NAV to decrease. Conversely, when short-term market interest rates rise, because of the lag between
changes in such short-term rates and the resetting of the floating rates on assets in the Fund’s portfolio, the impact of rising
rates will be delayed to the extent of such lag. With respect to investments in fixed rate instruments, a rise in market interest rates
generally causes values of such instruments to fall. The values of fixed rate instruments with longer maturities or duration are more
sensitive to changes in market interest rates.
As
of the date of this report, the United States experiences a rising market interest rate environment, which may increase the Fund’s
exposure to risks associated with rising market interest rates. Rising market interest rates have unpredictable effects on the markets
and may expose fixed-income and related markets to heightened volatility which could reduce liquidity for certain investments, adversely
affect values, and increase costs. If dealer capacity in fixed-income and related markets is insufficient for market conditions, it may
further inhibit liquidity and increase volatility in the fixed-income and related markets. Further, recent and potential changes in government
policy may affect interest rates.
Risks
of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market
or credit risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market
or credit risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected, resulting
in losses for the combined or hedged positions.
Derivative
instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit
risk with respect to the counterparty, risk of loss due to changes in market interest rates and liquidity and volatility risk. The amounts
required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the Fund. Therefore, the purchase
of certain derivatives may have an economic leveraging effect on the Fund and exaggerate any increase
or
decrease in the NAV. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging
purposes, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. When
used as an alternative or substitute for direct cash investments, the return provided by the derivative may not provide the same return
as direct cash investment. In addition, given their complexity, derivatives expose the Fund to the risk of improper valuation.
Generally,
derivatives are sophisticated financial instruments whose performance is derived, at least in part, from the performance of an underlying
asset or assets. Derivatives include, among other things, swap agreements, options, forwards and futures. Investments in derivatives
are generally negotiated over-the-counter (“OTC”) with a single counterparty and as a result are subject to credit risks
related to the counterparty’s ability or willingness to perform its obligations; any deterioration in the counterparty’s
creditworthiness could adversely affect the value of the derivative. In addition, derivatives and their underlying securities may experience
periods of illiquidity which could cause the Fund to hold a security it might otherwise sell, or to sell a security it otherwise might
hold at inopportune times or at an unanticipated price. A manager might imperfectly judge the direction of the market. For instance,
if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate to the market’s
movements and may have unexpected or undesired results such as a loss or a reduction in gains.
Counterparty
Credit Risk and Credit Related Contingent Features. Certain derivative positions are subject to counterparty credit risk, which
is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial
institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial
transactions with counterparties that it believes to be creditworthy at the time of the transaction. To reduce this risk, the Fund generally
enters into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”)
Master Agreements (“Master Agreements”). These agreements are with select counterparties and they govern transactions, including
certain OTC derivative and forward foreign currency contracts, entered into by the Fund and the counterparty. The Master Agreements maintain
provisions for general obligations, representations, agreements, collateral, and events of default or termination. The occurrence of
a specified event of termination may give a counterparty the right to terminate all of its contracts and affect settlement of all outstanding
transactions under the applicable Master Agreement.
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES
(continued)
The
Fund may also enter into collateral agreements with certain counterparties to further mitigate counterparty credit risk associated with
OTC derivative and forward foreign currency contracts. Subject to established minimum levels, collateral is generally determined based
on the net aggregate unrealized gain or loss on contracts with a certain counterparty. Collateral pledged to the Fund is held in a segregated
account by a third-party agent and can be in the form of cash or debt securities issued by the U.S. government or related agencies.
As
of February 29, 2024, the maximum amount of loss the Fund would incur if the counterparties to its derivative transactions failed to
perform would be $1,089,157 which represents the gross payments to be received by the Fund on open forward foreign currency contracts
were they to be unwound as of February 29, 2024. As of February 29, 2024, the Fund did not receive any cash collateral for its open OTC
derivative transactions.
The
Fund’s master agreements with derivative counterparties have credit related contingent features that if triggered would allow its
derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related
contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill
its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the
Fund’s net assets and/or a percentage decrease in the Fund’s NAV, which could cause the Fund to accelerate payment of any
net liability owed to the counterparty. The contingent features are established within the Fund’s Master Agreements.
Written
options by the Fund do not give rise to counterparty credit risk, as written options obligate the Fund to perform and not the counterparty.
As of February 29, 2024, the Fund had a liability position of $1,428,806 on open forward foreign currency contracts and written options
with credit related contingent features. If a contingent feature would have been triggered as of February 29, 2024, the Fund could have
been required to pay this amount in cash to its counterparties. As of February 29, 2024, the Fund had pledged $1,360,000 in cash collateral
for its open OTC derivatives transactions. There were no credit events during the year ended February 29, 2024 that triggered any credit
related contingent features.
H.
Forward Foreign Currency Contracts and Futures Contracts. The Fund may enter into forward foreign currency contracts primarily
to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a
forward foreign
currency
contract, the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date.
These contracts are valued daily and the Fund’s net equity therein, representing unrealized gain or loss on the contracts as measured
by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting
date, is included in the statement of assets and liabilities. Realized and unrealized gains and losses on forward foreign currency contracts
are included on the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in
the statement of assets and liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts
and from movement in currency and securities values and interest rates.
During
the year ended February 29, 2024, the Fund used forward foreign currency contracts to hedge its investments in non-U.S. dollar denominated
equity securities in an attempt to decrease the volatility of the Fund’s NAV.
During
the year ended February 29, 2024, the Fund had average contract amounts on forward foreign currency contracts to buy and sell of $832,778
and $42,368,679, respectively. Please refer to the table within the Portfolio of Investments for open forward foreign currency contracts
at February 29, 2024.
The
Fund may enter into futures contracts involving foreign currency, interest rates, securities and securities indices. A futures contract
is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund
may buy and sell futures contracts. Futures contracts traded on a commodities or futures exchange will be valued at the final settlement
price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or
most recently prior to, the time when the Fund’s assets are valued.
Upon
entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a
certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation
margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses and, if any, shown
as variation margin receivable or payable on futures contracts on the Statement of Assets and Liabilities. Open futures contracts are
reported on a table following the Fund’s Portfolio of Investments. Securities held in collateralized accounts to cover initial
margin requirements on open futures contracts are footnoted in the Portfolio of Investments. Cash collateral held by the broker to cover
initial margin requirements on open futures contracts are
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES
(continued)
noted
in the Fund’s Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the
Fund’s Statement of Operations. Realized gains (losses) are reported in the Fund’s Statement of Operations at the closing
or expiration of futures contracts.
Futures
contracts are exposed to the market risk factor of the underlying financial instrument. The Fund purchases and sells futures contracts
on various equity indices to enable the Fund to make market directional tactical decisions to enhance returns, to protect against a decline
in its assets or as a substitute for the purchase or sale of equity securities. Additional associated risks of entering into futures
contracts include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into
an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the
prices of the Fund’s securities. With futures, there is minimal counterparty credit risk to the Fund since futures are exchange
traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default.
The
Fund did not enter into any futures contracts during the year ended February 29, 2024.
I.
Options Contracts. The Fund may purchase put and call options and may write (sell) put options and covered call options.
The premium received by the Fund upon the writing of a put or call option is included in the Statement of Assets and Liabilities as a
liability which is subsequently marked-to-market until it is exercised or closed, or it expires. The Fund will realize a gain or loss
upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security
for a written call option or purchased put option or the purchase cost of the security for a written put option or a purchased call option
is adjusted by the amount of premium received or paid. The risk in writing a call option is that the Fund gives up the opportunity for
profit if the market price of the security increases and the option is exercised. The risk in buying an option is that the Fund pays
a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties
to meet the terms of the contract.
The
Fund generates premiums and seeks gains by writing call options on indices on a portion of the value of the equity. During the year ended
February 29, 2024, the Fund had an average notional amount of $75,771,764. Please refer to the table within the Portfolio of Investments
for open written options contracts at February 29, 2024.
J.
Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications.
The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore,
cannot be estimated; however, based on experience, management considers risk of loss from such claims remote.
NOTE 3 —
INVESTMENT TRANSACTIONS
The
cost of purchases and the proceeds from sales of investments for the year ended February 29, 2024, excluding short-term securities, were
$111,568,076 and $125,999,086, respectively.
NOTE 4 —
INVESTMENT MANAGEMENT FEES
The
Fund has entered into an investment management agreement (“Management Agreement”) with the Investment Adviser. The Investment
Adviser has overall responsibility for the management of the Fund. The Investment Adviser oversees all investment management and portfolio
management services for the Fund and assists in managing and supervising all aspects of the general day-to-day business activities and
operations of the Fund, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services.
This Management Agreement compensates the Investment Adviser with a management fee, payable monthly, based on an annual rate of 0.85%
of the Fund’s average daily managed assets. For purposes of the Management Agreement, managed assets are defined as the Fund’s
average daily gross asset value, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding preferred shares and
accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by
the Fund and the liquidation preference of any outstanding preferred shares). As of February 29, 2024, there were no preferred shares
outstanding.
The
Investment Adviser has entered into a sub-advisory agreement with Voya IM. Voya IM provides investment advice for the Fund and is paid
by the Investment Adviser based on the average daily managed assets of the Fund. Subject to policies as the Board or the Investment Adviser
may determine, Voya IM manages the Fund’s assets in accordance with the Fund’s investment objectives, policies and limitations.
NOTE 5 —
EXPENSE LIMITATION AGREEMENT
The
Investment Adviser has entered into a written expense limitation agreement (“Expense Limitation Agreement”) with the Fund
under which it will limit the expenses of the Fund, excluding interest, taxes, investment-related costs,
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE
5 — EXPENSE LIMITATION AGREEMENT
(continued)
leverage
expenses, extraordinary expenses, and acquired fund fees and expenses to 1.00% of average daily managed assets.
The
Investment Adviser may at a later date recoup from the Fund for fees waived and/or other expenses reimbursed by the Investment Adviser
during the previous 36 months, but only if, after such recoupment, the Fund’s expense ratio does not exceed the percentage described
above. Waived and reimbursed fees net of any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on
the accompanying Statement of Operations. Amounts payable by the Investment Adviser are reflected on the accompanying Statement of Assets
and Liabilities.
As
of February 29, 2024, the amounts of waived and/or reimbursed fees that are subject to possible recoupment by the Investment Adviser
and the related expiration dates, are as follows.
February
28 or 29, | | |
| | |
2025 | | |
2026 | | |
2027 | | |
Total | |
$ | — | | |
$ | 8,670 | | |
$ | — | | |
$ | 8,670 | |
The
Expense Limitation Agreement is contractual through March 1, 2025 and shall renew automatically for one-year terms. Termination or modification
of this obligation requires approval by the Board.
NOTE
6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
The
Fund has adopted a deferred compensation plan (the “DC Plan”), which allows eligible independent trustees, as described in
the DC Plan, to defer the receipt of all or a portion of the trustees’ fees that they are entitled to receive from the Fund. For
purposes of determining the amount owed to the trustee under the DC Plan, the amounts deferred are invested in shares of the funds selected
by the trustee (the “Notional Funds”). When the Fund purchases shares of the Notional Funds, which are all advised by Voya
Investments, in amounts equal to the trustees’ deferred fees, this results in a Fund asset equal to the deferred compensation liability.
Such assets, if applicable, are included as a component of “Other assets” on the accompanying Statement of Assets and Liabilities.
Deferral of trustees’ fees under the DC Plan will not affect net assets of the Fund, and will not materially affect the Fund’s
assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the DC Plan.
NOTE 7 —
CAPITAL SHARES
Transactions
in capital shares and dollars were as follows:
| | |
Shares
repurchased | | |
Net
increase (decrease) in shares outstanding | | |
Shares
repurchased | | |
Net
increase (decrease) |
Year
or period ended | | |
# | | |
# | | |
($) | | |
($) |
2/29/2024 | |
| (526,020) | |
| (526,020) | |
| (4,389,547) | |
| (4,389,547) |
2/28/2023 | |
| (511,915) | |
| (511,915) | |
| (4,638,655) | |
| (4,638,655) |
Share Repurchase
Program
Effective
April 1, 2024, pursuant to an open-market share repurchase program, the Fund may purchase, over the period ending March 31, 2025, up
to 10% of its stock in open-market transactions. Previously, pursuant to an open-market share repurchase program effective April 1, 2023,
the Fund could have purchased, over the one year period ended March 31, 2024, up to 10% of its stock in open market transactions. The
amount and timing of the repurchases will be at the discretion of the Fund’s management, subject to market conditions and investment
considerations. There is no assurance that the Fund will purchase shares at any particular discount level or in any particular amounts.
Any repurchases made under this program would be made on a national securities exchange at the prevailing market price, subject to exchange
requirements and volume, timing and other limitations under federal securities laws. The share
repurchase
program seeks to enhance shareholder value by purchasing shares trading at a discount from their NAV per share. The open-market share
repurchase program does not obligate the Fund to repurchase any dollar amount or number of shares of its stock.
For
the year ended February 29, 2024, the Fund repurchased 526,020 shares, representing approximately 3.43% of the Fund’s outstanding
shares for a net purchase price of $4,389,547 (including commissions of $13,151). Shares were repurchased at a weighted-average discount
from NAV per share of 14.58% and a weighted-average price per share of $8.32.
For
the year ended February 28, 2023, the Fund repurchased 511,915 shares, representing approximately 3.23% of the Fund’s outstanding
shares for a net purchase price of $4,638,655 (including commissions of $12,798).
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE 7 — CAPITAL SHARES (continued) | | |
| | |
Shares were repurchased at a weighted-average discount | | from
NAV per share of 11.81% and a weighted-average price per share of $9.04. |
NOTE 8 — FEDERAL INCOME
TAXES
The amount
of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations,
which may differ from GAAP for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences
are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified.
Key differences include the treatment of foreign currency transactions, futures contracts, income from passive foreign investment companies
(PFICs), and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes
are reported as return of capital.
Dividends
paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes,
taxable as ordinary income to shareholders.
The tax
composition of dividends and distributions in the current period will not be determined until after the Fund's tax year-end of December
31, 2024. The composition of distributions presented below may differ from amounts presented elsewhere in this report due to differences
in calculations between GAAP (book) and tax.
The tax composition of dividends
and distributions paid as of the Fund's most recent tax year-ends was as follows:
| Tax
Year Ended | | |
Tax
Year Ended | |
| December
31, 2023 | | |
December
31, 2022 | |
| Ordinary | | |
| Return
of | | |
| Ordinary | | |
| Long-term | | |
| Return
of | |
| Income | | |
| Capital | | |
| Income | | |
| Capital
Gains | | |
| Capital | |
$ | 5,345,414 | | |
$ | 6,999,943 | | |
$ | 8,127,292 | | |
$ | 2,920,950 | | |
$ | 1,731,276 | |
The tax-basis components of distributable earnings
and the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of December
31, 2023 were:
Unrealized | | |
| | |
| |
| | |
Total | |
Appreciation/ | | |
Capital
Loss Carryforwards | |
| | |
Distributable | |
(Depreciation) | | |
Amount | | |
Character | |
Other | | |
Earnings/(Loss) | |
$ | 10,972,303 | | |
$ | (595,074 | ) | |
Short-term | |
$ | (3,183,687 | ) | |
$ | 7,193,542 | |
The Fund’s major tax jurisdictions are U.S. federal and Arizona
state.
As of February 29, 2024, no provision for income
tax is required in the Fund’s financial statements as a result of tax positions taken on federal and state income tax returns
for open tax years. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes
of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue. Generally,
the preceding four tax years remain subject to examination by these jurisdictions.
NOTE 9 — LONDON INTERBANK OFFERED RATE (“LIBOR”)
The London
Interbank Offered Rate (“LIBOR”) was the offered rate for short-term Eurodollar deposits between major international banks.
The terms of investments, financings or other transactions (including certain derivatives transactions) to which the Fund may be a party
have historically been tied to LIBOR. In connection with the global transition away from LIBOR led by regulators
and market participants, LIBOR was last published
on a representative basis at the end of June 2023. Alternative reference rates to LIBOR have been established in most major currencies
and markets in these new rates are continuing to develop. The transition away from LIBOR to the use of replacement rates has gone relatively
smoothly on the Fund and the financial instruments in which it invests; however, longer-term impacts are still uncertain.
In addition, interest rates or other types of rates and indices
NOTES
TO FINANCIAL STATEMENTS As OF FEBRUARY
29, 2024 (CONTINUED)
NOTE 9 — LONDON INTERBANK OFFERED RATE (“LIBOR”)
(continued)
which are classed as “benchmarks”
have been the subject of ongoing national and international regulatory reform, including under the European Union regulation on indices
used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks
Regulation has been enacted into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments
made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments.
Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future,
with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with
the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could
cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally,
there could be other consequences which cannot be predicted.
NOTE 10 — MARKET DISRUPTION AND
GEOPOLITICAL
The Fund is subject to the risk that geopolitical
events will disrupt securities markets and adversely affect
global economies and markets. Due to the increasing interdependence among global economies and markets, conditions in one country,
market, or region might adversely impact markets, issuers and/or foreign exchange rates in other countries, including the United States.
Wars, terrorism, global health crises and pandemics, and other geopolitical events that have led, and may continue to lead, to increased
market volatility and may have adverse short- or long-term effects on U.S. and global economies and markets, generally. For example,
the COVID-19 pandemic resulted in significant market volatility, exchange suspensions and closures, declines in global financial markets,
higher default rates, supply chain disruptions, and a substantial economic downturn in economies throughout the world. The economic impacts
of COVID-19 have created a unique challenge for real estate markets. Many businesses have either partially or fully transitioned to a
remote-working environment and this transition may negatively impact the occupancy rates of commercial real estate over time. Natural
and environmental disasters and systemic market dislocations are also highly disruptive to economies and markets. In addition, military
action by Russia in Ukraine has, and may continue to, adversely affect global energy and financial markets and therefore could affect
the value of investments, including beyond those with direct
exposure to Russian issuers or nearby geographic
regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict and could
be substantial. A number of U.S. domestic banks and foreign (non-U.S.) banks have recently experienced financial difficulties and, in
some cases, failures. There can be no certainty that the actions taken by regulators to limit the effect of those financial difficulties
and failures on other banks or other financial institutions or on the U.S. or foreign (non-U.S.) economies generally will be successful.
It is possible that more banks or other financial institutions will experience financial difficulties or fail, which may affect adversely
other U.S. or foreign (non-U.S.) financial institutions and economies. These events as well as other changes in foreign (non-U.S.) and
domestic economic, social, and political conditions also could adversely affect individual issuers or related groups of issuers, securities
markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Fund’s investments.
Any of these occurrences could disrupt the operations of the Fund and of the Fund’s service providers.
NOTE 11 — SUBSEQUENT EVENTS
Dividends: Subsequent to February 29, 2024,
the Fund made distributions of:
Per Share | |
Declaration |
|
Payable | |
Record |
Amount | |
Date |
|
Date | |
Date |
$0.197 | |
3/15/2024 |
|
4/15/2024 | |
4/2/2024 |
Distributions: Effective April 1, 2024,
the Fund changed dividend frequency from quarterly to monthly.
Each month, the Fund will provide disclosures
with distribution payments made that estimate the percentages of that distribution that represent net investment income, capital gains,
and return of capital, if any. A significant portion of the monthly distribution payments made by the Fund may constitute a return of
capital.
The Fund has evaluated events occurring after
the Statement of Assets and Liabilities date through the date that the financial statements were issued (“subsequent events”)
to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above,
no such subsequent events were identified.
VOYA GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND |
PORTFOLIO OF INVESTMENTS
AS OF
FEBRUARY 29, 2024 |
| |
| |
| | |
Percentage | |
| |
| |
| | |
of Net | |
Shares | |
Value | | |
Assets | |
COMMON STOCK:
97.6% | |
| | | |
| | |
| |
Australia: 2.3% | |
| | | |
| | |
18,066 | |
Ampol Ltd. | |
$ | 463,120 | | |
| 0.3 | |
100,594 | |
Aurizon Holdings Ltd. | |
| 249,315 | | |
| 0.2 | |
64,430 | |
Brambles Ltd. | |
| 632,638 | | |
| 0.4 | |
141,519 | |
Medibank Pvt Ltd. | |
| 330,727 | | |
| 0.2 | |
48,653 | |
QBE Insurance Group Ltd. | |
| 547,589 | | |
| 0.4 | |
320,055 | |
Telstra Group Ltd. | |
| 795,246 | | |
| 0.5 | |
59,124 | |
Transurban
Group | |
| 521,014 | | |
| 0.3 | |
| |
| |
| 3,539,649 | | |
| 2.3 | |
| |
Bermuda: 1.0% | |
| | | |
| | |
10,978 | |
Axis Capital Holdings Ltd. | |
| 686,894 | | |
| 0.4 | |
2,316 | |
Everest
Re Group Ltd. | |
| 854,326 | | |
| 0.6 | |
| |
| |
| 1,541,220 | | |
| 1.0 | |
| |
Brazil: 0.4% | |
| | | |
| | |
26,663 | |
XP,
Inc. - Class A | |
| 630,313 | | |
| 0.4 | |
| |
| |
| | | |
| | |
| |
Canada: 2.2% | |
| | | |
| | |
12,857 | |
Cenovus Energy, Inc. | |
| 224,049 | | |
| 0.2 | |
5,740 | |
iA Financial Corp., Inc. | |
| 355,951 | | |
| 0.2 | |
10,199 | |
Parkland Corp. | |
| 326,227 | | |
| 0.2 | |
5,846 | |
Pembina Pipeline Corp. | |
| 203,446 | | |
| 0.1 | |
5,168 | |
Rogers Communications, Inc. - Class
B | |
| 228,707 | | |
| 0.2 | |
17,714 | |
Suncor Energy, Inc. | |
| 608,631 | | |
| 0.4 | |
9,911 | |
TELUS Corp. | |
| 172,857 | | |
| 0.1 | |
6,046 | |
Thomson Reuters Corp. | |
| 954,423 | | |
| 0.6 | |
3,464 | |
West
Fraser Timber Co. Ltd. | |
| 278,774 | | |
| 0.2 | |
| |
| |
| 3,353,065 | | |
| 2.2 | |
| |
Denmark: 0.6% | |
| | | |
| | |
31,200 | |
Danske Bank A/S | |
| 917,909 | | |
| 0.6 | |
| |
| |
| | | |
| | |
| |
Finland: 0.5% | |
| | | |
| | |
3,140 | |
Elisa Oyj | |
| 141,420 | | |
| 0.1 | |
54,975 | |
Nordea
Bank Abp | |
| 669,074 | | |
| 0.4 | |
| |
| |
| 810,494 | | |
| 0.5 | |
| |
France: 2.2% | |
| | | |
| | |
26,650 | |
AXA SA | |
| 948,792 | | |
| 0.6 | |
5,341 | |
BNP Paribas SA | |
| 320,567 | | |
| 0.2 | |
19,579 | |
Getlink SE | |
| 334,282 | | |
| 0.2 | |
75,207 | |
Orange SA | |
| 862,096 | | |
| 0.6 | |
4,921 | |
Sanofi | |
| 469,044 | | |
| 0.3 | |
2,682 | |
Thales
SA | |
| 397,777 | | |
| 0.3 | |
| |
| |
| 3,332,558 | | |
| 2.2 | |
| |
Germany: 1.1% | |
| | | |
| | |
2,476 | |
Allianz SE | |
| 680,047 | | |
| 0.4 | |
10,439 | |
Daimler Truck Holding AG | |
| 426,480 | | |
| 0.3 | |
2,459 | |
Heidelberg Materials AG | |
| 238,766 | | |
| 0.2 | |
4,185
(1) | |
Scout24 SE | |
| 304,312 | | |
| 0.2 | |
| |
| |
| 1,649,605 | | |
| 1.1 | |
| |
Hong Kong: 1.5% | |
| | | |
| | |
185,500 | |
BOC Hong Kong Holdings Ltd. | |
| 487,347 | | |
| 0.3 | |
102,500 | |
CK Hutchison Holdings Ltd. | |
| 517,736 | | |
| 0.3 | |
162,000 | |
Hang Lung Properties Ltd. | |
| 173,877 | | |
| 0.1 | |
7,100 | |
Jardine Matheson Holdings Ltd. | |
| 297,597 | | |
| 0.2 | |
47,300 | |
Link REIT | |
| 234,542 | | |
| 0.2 | |
| |
| |
| |
Percentage |
| |
| |
| |
of
Net |
Shares | |
Value | |
Assets |
COMMON STOCK:
(continued) | |
| | | |
| | |
| |
Hong Kong (continued) | |
| | | |
| | |
64,500 | |
Power Assets Holdings
Ltd. | |
$ | 387,074 | | |
| 0.2 | |
145,000 | |
SITC
International Holdings Co. Ltd. | |
| 238,758 | | |
| 0.2 | |
| |
| |
| 2,336,931 | | |
| 1.5 | |
| |
Israel: 0.2% | |
| | | |
| | |
34,039 | |
Bank
Leumi Le-Israel BM | |
| 285,405 | | |
| 0.2 | |
| |
| |
| | | |
| | |
| |
Italy: 1.4% | |
| | | |
| | |
270,051 | |
Intesa Sanpaolo SpA | |
| 859,953 | | |
| 0.6 | |
32,153
(1) | |
Poste Italiane SpA | |
| 377,134 | | |
| 0.2 | |
25,195 | |
UniCredit
SpA | |
| 843,898 | | |
| 0.6 | |
| |
| |
| 2,080,985 | | |
| 1.4 | |
| |
Japan: 6.9% | |
| | | |
| | |
25,300 | |
Asahi Kasei Corp. | |
| 176,037 | | |
| 0.1 | |
36,100 | |
Central Japan Railway Co. | |
| 907,911 | | |
| 0.6 | |
22,300 | |
Chubu Electric Power Co., Inc. | |
| 277,552 | | |
| 0.2 | |
15,900 | |
Daiwa House Industry Co. Ltd. | |
| 459,104 | | |
| 0.3 | |
128,400 | |
ENEOS Holdings, Inc. | |
| 553,993 | | |
| 0.4 | |
11,300 | |
Japan Airlines Co. Ltd. | |
| 211,041 | | |
| 0.1 | |
29,200 | |
Japan Post Bank Co. Ltd. | |
| 311,351 | | |
| 0.2 | |
100,200 | |
Japan Post Holdings Co. Ltd. | |
| 967,049 | | |
| 0.6 | |
41,700 | |
Japan Tobacco, Inc. | |
| 1,083,220 | | |
| 0.7 | |
6,200 | |
NEC Corp. | |
| 418,483 | | |
| 0.3 | |
423,000 | |
Nippon Telegraph & Telephone
Corp. | |
| 514,438 | | |
| 0.3 | |
6,700 | |
Nitto Denko Corp. | |
| 616,025 | | |
| 0.4 | |
1,700 | |
Obic Co. Ltd. | |
| 266,227 | | |
| 0.2 | |
10,200 | |
ORIX Corp. | |
| 214,307 | | |
| 0.1 | |
20,500 | |
SCSK Corp. | |
| 378,115 | | |
| 0.3 | |
7,600 | |
Secom Co. Ltd. | |
| 554,589 | | |
| 0.4 | |
9,800 | |
Seiko Epson Corp. | |
| 158,639 | | |
| 0.1 | |
15,700 | |
Sekisui Chemical Co. Ltd. | |
| 221,362 | | |
| 0.1 | |
37,000 | |
Sekisui House Ltd. | |
| 824,200 | | |
| 0.5 | |
15,600 | |
Sumitomo Mitsui Financial Group,
Inc. | |
| 869,147 | | |
| 0.6 | |
15,500 | |
Takeda Pharmaceutical Co. Ltd. | |
| 453,316 | | |
| 0.3 | |
11,800 | |
USS
Co. Ltd. | |
| 205,405 | | |
| 0.1 | |
| |
| |
| 10,641,511 | | |
| 6.9 | |
| |
Jordan: 0.2% | |
| | | |
| | |
12,892 | |
Hikma
Pharmaceuticals PLC | |
| 319,942 | | |
| 0.2 | |
| |
| |
| | | |
| | |
| |
Netherlands:
1.8% | |
| | | |
| | |
236,260 | |
Koninklijke KPN NV | |
| 863,640 | | |
| 0.6 | |
19,950 | |
NN Group NV | |
| 890,324 | | |
| 0.6 | |
6,269 | |
Wolters
Kluwer NV | |
| 990,001 | | |
| 0.6 | |
| |
| |
| 2,743,965 | | |
| 1.8 | |
| |
New Zealand:
0.1% | |
| | | |
| | |
53,313 | |
Spark
New Zealand Ltd. | |
| 164,570 | | |
| 0.1 | |
| |
| |
| | | |
| | |
| |
Norway: 0.3% | |
| | | |
| | |
18,525 | |
Aker
BP ASA | |
| 449,670 | | |
| 0.3 | |
| |
| |
| | | |
| | |
| |
Singapore: 0.3% | |
| | | |
| | |
500,100 | |
Genting Singapore Ltd. | |
| 338,433 | | |
| 0.2 | |
See Accompanying Notes to Financial Statements
VOYA GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND |
PORTFOLIO OF INVESTMENTS
AS OF
FEBRUARY 29, 2024 (CONTINUED) |
| |
| |
| |
Percentage |
| |
| |
| |
of
Net |
Shares | |
Value | |
Assets |
COMMON STOCK:
(continued) | |
| | | |
| | |
| |
Singapore (continued) | |
| | | |
| | |
15,100 | |
Oversea-Chinese
Banking Corp. Ltd. | |
$ | 145,849 | | |
| 0.1 | |
| |
| |
| 484,282 | | |
| 0.3 | |
| |
Spain: 1.9% | |
| | | |
| | |
9,501 | |
ACS Actividades de | |
| | | |
| | |
| |
Construccion y Servicios SA | |
| 390,711 | | |
| 0.3 | |
2,543
(1) | |
Aena SME SA | |
| 483,144 | | |
| 0.3 | |
17,815 | |
Industria de Diseno Textil SA | |
| 792,556 | | |
| 0.5 | |
22,103 | |
Red Electrica Corp. SA | |
| 351,667 | | |
| 0.2 | |
29,926 | |
Repsol SA | |
| 475,377 | | |
| 0.3 | |
113,518 | |
Telefonica
SA | |
| 465,717 | | |
| 0.3 | |
| |
| |
| 2,959,172 | | |
| 1.9 | |
| |
Sweden: 0.7% | |
| | | |
| | |
34,435 | |
Svenska Handelsbanken AB - Class
A | |
| 411,836 | | |
| 0.3 | |
10,158 | |
Swedbank AB - Class A | |
| 223,404 | | |
| 0.1 | |
158,747 | |
Telia
Co. AB | |
| 377,838 | | |
| 0.3 | |
| |
| |
| 1,013,078 | | |
| 0.7 | |
| |
Switzerland: 1.4% | |
| | | |
| | |
12,148 | |
Holcim AG | |
| 991,515 | | |
| 0.7 | |
7,741 | |
Novartis AG, Reg | |
| 781,048 | | |
| 0.5 | |
1,119 | |
Roche
Holding AG | |
| 292,575 | | |
| 0.2 | |
| |
| |
| 2,065,138 | | |
| 1.4 | |
| |
United Kingdom:
4.2% | |
| | | |
| | |
50,684 | |
Amcor PLC | |
| 459,197 | | |
| 0.3 | |
59,244 | |
BAE Systems PLC | |
| 929,939 | | |
| 0.6 | |
30,600 | |
British American Tobacco PLC | |
| 909,175 | | |
| 0.6 | |
129,228 | |
Centrica PLC | |
| 205,612 | | |
| 0.1 | |
10,522 | |
GSK PLC | |
| 220,105 | | |
| 0.1 | |
36,200 | |
Imperial Brands PLC | |
| 779,836 | | |
| 0.5 | |
53,329 | |
Sage Group PLC | |
| 840,076 | | |
| 0.6 | |
18,858 | |
Smiths Group PLC | |
| 383,940 | | |
| 0.3 | |
160,645 | |
Vodafone Group PLC | |
| 141,113 | | |
| 0.1 | |
11,026 | |
Whitbread PLC | |
| 460,559 | | |
| 0.3 | |
3,950 | |
Willis
Towers Watson PLC | |
| 1,076,810 | | |
| 0.7 | |
| |
| |
| 6,406,362 | | |
| 4.2 | |
| |
United States:
66.4% | |
| | | |
| | |
14,750 | |
AbbVie, Inc. | |
| 2,596,737 | | |
| 1.7 | |
945 | |
Acuity Brands, Inc. | |
| 237,422 | | |
| 0.2 | |
6,772 | |
AECOM | |
| 601,557 | | |
| 0.4 | |
12,949 | |
Agree Realty Corp. | |
| 711,548 | | |
| 0.5 | |
2,712 | |
ALLETE, Inc. | |
| 153,608 | | |
| 0.1 | |
3,386 | |
Allison Transmission Holdings,
Inc. | |
| 255,067 | | |
| 0.2 | |
26,820 | |
Altria Group, Inc. | |
| 1,097,206 | | |
| 0.7 | |
9,264 | |
Amdocs Ltd. | |
| 844,877 | | |
| 0.6 | |
12,701 | |
American Electric Power Co., Inc. | |
| 1,081,998 | | |
| 0.7 | |
463 | |
Ameriprise Financial, Inc. | |
| 188,608 | | |
| 0.1 | |
4,686 | |
AmerisourceBergen Corp. | |
| 1,104,022 | | |
| 0.7 | |
4,806 | |
AMETEK, Inc. | |
| 865,945 | | |
| 0.6 | |
5,562 | |
Amgen, Inc. | |
| 1,523,042 | | |
| 1.0 | |
2,434 | |
Aon PLC - Class A | |
| 769,120 | | |
| 0.5 | |
15,312 | |
Apartment Income REIT Corp. | |
| 464,260 | | |
| 0.3 | |
6,005 | |
AptarGroup, Inc. | |
| 843,462 | | |
| 0.6 | |
| |
| |
| |
Percentage |
| |
| |
| |
of
Net |
Shares | |
Value | |
Assets |
COMMON STOCK:
(continued) | |
| | | |
| | |
| |
United States
(continued) | |
| | | |
| | |
4,515 | |
Assurant, Inc. | |
$ | 819,247 | | |
| 0.5 | |
4,210 | |
Atmos Energy Corp. | |
| 475,351 | | |
| 0.3 | |
3,445 | |
Automatic Data Processing, Inc. | |
| 865,143 | | |
| 0.6 | |
1,379 | |
AvalonBay Communities, Inc. | |
| 244,124 | | |
| 0.2 | |
16,223 | |
Avnet, Inc. | |
| 755,830 | | |
| 0.5 | |
25,809 | |
Baker Hughes Co. | |
| 763,688 | | |
| 0.5 | |
26,005 | |
Bristol-Myers Squibb Co. | |
| 1,319,754 | | |
| 0.9 | |
12,730 | |
Brixmor Property Group, Inc. | |
| 287,825 | | |
| 0.2 | |
5,209 | |
Brown & Brown, Inc. | |
| 438,650 | | |
| 0.3 | |
8,519 | |
Cardinal Health, Inc. | |
| 953,958 | | |
| 0.6 | |
14,554 | |
Chevron Corp. | |
| 2,212,354 | | |
| 1.4 | |
8,184 | |
Church & Dwight Co., Inc. | |
| 819,382 | | |
| 0.5 | |
4,511 | |
Cigna Group | |
| 1,516,328 | | |
| 1.0 | |
1,084 | |
Cintas Corp. | |
| 681,413 | | |
| 0.4 | |
36,578 | |
Cisco Systems, Inc. | |
| 1,769,278 | | |
| 1.2 | |
17,841 | |
Citigroup, Inc. | |
| 989,997 | | |
| 0.6 | |
5,065 | |
CME Group, Inc. | |
| 1,116,073 | | |
| 0.7 | |
7,758 | |
CNO Financial Group, Inc. | |
| 207,061 | | |
| 0.1 | |
8,218 | |
Coca-Cola Co. | |
| 493,244 | | |
| 0.3 | |
13,982 | |
Colgate-Palmolive Co. | |
| 1,209,723 | | |
| 0.8 | |
13,797 | |
Commerce Bancshares, Inc. | |
| 717,996 | | |
| 0.5 | |
23,353 | |
Coterra Energy, Inc. | |
| 602,040 | | |
| 0.4 | |
6,006 | |
CSX Corp. | |
| 227,868 | | |
| 0.1 | |
17,425 | |
CVS Health Corp. | |
| 1,295,897 | | |
| 0.8 | |
19,497 | |
Dow, Inc. | |
| 1,089,492 | | |
| 0.7 | |
12,749 | |
DT Midstream, Inc. | |
| 734,725 | | |
| 0.5 | |
7,091 | |
DTE Energy Co. | |
| 768,310 | | |
| 0.5 | |
13,618 | |
Edison International | |
| 926,296 | | |
| 0.6 | |
7,784 | |
Electronic Arts, Inc. | |
| 1,085,712 | | |
| 0.7 | |
1,619 | |
Elevance Health, Inc. | |
| 811,524 | | |
| 0.5 | |
7,968 | |
Emerson Electric Co. | |
| 851,381 | | |
| 0.6 | |
4,038 | |
EOG Resources, Inc. | |
| 462,189 | | |
| 0.3 | |
32,034 | |
Equitrans Midstream Corp. | |
| 342,443 | | |
| 0.2 | |
15,203 | |
Equity Residential | |
| 915,373 | | |
| 0.6 | |
1,719 | |
Erie Indemnity Co. - Class A | |
| 699,427 | | |
| 0.5 | |
11,609 | |
Essent Group Ltd. | |
| 621,894 | | |
| 0.4 | |
16,392 | |
Evergy, Inc. | |
| 812,060 | | |
| 0.5 | |
7,091 | |
Fortive Corp. | |
| 603,657 | | |
| 0.4 | |
16,707 | |
Gaming and Leisure Properties,
Inc. | |
| 759,834 | | |
| 0.5 | |
14,953 | |
General Mills, Inc. | |
| 959,683 | | |
| 0.6 | |
5,035 | |
General Motors Co. | |
| 206,334 | | |
| 0.1 | |
8,061 | |
Genpact Ltd. | |
| 274,074 | | |
| 0.2 | |
21,718 | |
Gentex Corp. | |
| 793,359 | | |
| 0.5 | |
5,567 | |
Genuine Parts Co. | |
| 830,930 | | |
| 0.5 | |
16,340 | |
Gilead Sciences, Inc. | |
| 1,178,114 | | |
| 0.8 | |
17,165 | |
H&R Block, Inc. | |
| 840,227 | | |
| 0.5 | |
12,636 | |
Hartford Financial Services Group,
Inc. | |
| 1,211,034 | | |
| 0.8 | |
2,611 | |
HF Sinclair Corp. | |
| 144,910 | | |
| 0.1 | |
1,783 | |
Humana, Inc. | |
| 624,621 | | |
| 0.4 | |
1,346 | |
Ingredion, Inc. | |
| 158,330 | | |
| 0.1 | |
5,589 | |
International Bancshares Corp. | |
| 290,013 | | |
| 0.2 | |
See Accompanying Notes to Financial
Statements
VOYA GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND |
PORTFOLIO OF INVESTMENTS
AS OF
FEBRUARY 29, 2024 (CONTINUED) |
| |
| |
| |
Percentage |
| |
| |
| |
of Net |
Shares | |
Value | |
Assets |
COMMON STOCK: (continued) | |
| | | |
| | |
| |
United States (continued) | |
| | | |
| | |
6,720 | |
Iridium Communications, Inc. | |
$ | 194,544 | | |
| 0.1 | |
17,378 | |
Johnson & Johnson | |
| 2,804,462 | | |
| 1.8 | |
4,000 | |
JPMorgan Chase & Co. | |
| 744,240 | | |
| 0.5 | |
7,974 | |
Kimberly-Clark Corp. | |
| 966,210 | | |
| 0.6 | |
8,843 | |
Leidos Holdings, Inc. | |
| 1,130,666 | | |
| 0.7 | |
7,300 | |
LKQ Corp. | |
| 381,717 | | |
| 0.3 | |
470 | |
Lockheed Martin Corp. | |
| 201,273 | | |
| 0.1 | |
12,711 | |
Loews Corp. | |
| 954,977 | | |
| 0.6 | |
5,863 | |
Marsh & McLennan Cos., Inc. | |
| 1,185,909 | | |
| 0.8 | |
1,385 | |
McDonald's Corp. | |
| 404,808 | | |
| 0.3 | |
1,694 | |
McKesson Corp. | |
| 883,269 | | |
| 0.6 | |
21,211 | |
Merck & Co., Inc. | |
| 2,696,979 | | |
| 1.8 | |
11,693 | |
MetLife, Inc. | |
| 815,470 | | |
| 0.5 | |
44,546 | |
MGIC Investment Corp. | |
| 886,020 | | |
| 0.6 | |
2,156 | |
Mondelez International, Inc. - Class A | |
| 157,539 | | |
| 0.1 | |
8,190 | |
MSC Industrial Direct Co., Inc. - Class A | |
| 826,699 | | |
| 0.5 | |
9,531 | |
National Fuel Gas Co. | |
| 464,541 | | |
| 0.3 | |
20,392 | |
National Retail Properties, Inc. | |
| 829,750 | | |
| 0.5 | |
8,022 | |
NetApp, Inc. | |
| 714,921 | | |
| 0.5 | |
1,082 | |
NewMarket Corp. | |
| 694,287 | | |
| 0.5 | |
23,292 | |
NiSource, Inc. | |
| 606,989 | | |
| 0.4 | |
11,574 | |
NorthWestern Corp. | |
| 554,626 | | |
| 0.4 | |
1,048 | |
NVIDIA Corp. | |
| 829,094 | | |
| 0.5 | |
3,844 | |
ONE Gas, Inc. | |
| 229,102 | | |
| 0.2 | |
8,294 | |
OneMain Holdings, Inc. | |
| 391,726 | | |
| 0.3 | |
22,359 | |
Patterson Cos., Inc. | |
| 605,705 | | |
| 0.4 | |
11,428 | |
PepsiCo, Inc. | |
| 1,889,505 | | |
| 1.2 | |
21,323 | |
Pfizer, Inc. | |
| 566,339 | | |
| 0.4 | |
16,100 | |
Philip Morris International, Inc. | |
| 1,448,356 | | |
| 0.9 | |
8,668 | |
Phillips 66 | |
| 1,235,277 | | |
| 0.8 | |
9,390 | |
Pinnacle West Capital Corp. | |
| 641,619 | | |
| 0.4 | |
3,054 | |
PPG Industries, Inc. | |
| 432,446 | | |
| 0.3 | |
12,373 | |
Procter & Gamble Co. | |
| 1,966,565 | | |
| 1.3 | |
4,533 | |
Qualcomm, Inc. | |
| 715,262 | | |
| 0.5 | |
4,643 | |
Reinsurance Group of America, Inc. | |
| 821,115 | | |
| 0.5 | |
2,751 | |
Reliance Steel & Aluminum Co. | |
| 883,676 | | |
| 0.6 | |
55,750 | |
Rithm Capital Corp. | |
| 604,330 | | |
| 0.4 | |
18,367 | |
Rollins, Inc. | |
| 809,434 | | |
| 0.5 | |
5,489 | |
Ryder System, Inc. | |
| 626,295 | | |
| 0.4 | |
9,694 | |
Sempra Energy | |
| 684,396 | | |
| 0.4 | |
2,605 | |
Sherwin-Williams Co. | |
| 864,938 | | |
| 0.6 | |
3,241 | |
Snap-on, Inc. | |
| 893,414 | | |
| 0.6 | |
10,540 | |
Sonoco Products Co. | |
| 597,407 | | |
| 0.4 | |
13,781 | |
SS&C Technologies Holdings, Inc. | |
| 878,677 | | |
| 0.6 | |
9,945 | |
Synchrony Financial | |
| 410,728 | | |
| 0.3 | |
9,311 | |
TEGNA, Inc. | |
| 130,447 | | |
| 0.1 | |
7,740 | |
Texas Instruments, Inc. | |
| 1,295,134 | | |
| 0.8 | |
5,868 | |
Travelers Cos., Inc. | |
| 1,296,593 | | |
| 0.8 | |
1,962 | |
UnitedHealth Group, Inc. | |
| 968,443 | | |
| 0.6 | |
18,355 | |
Unum Group | |
| 907,655 | | |
| 0.6 | |
| |
| |
| |
Percentage |
| |
| |
| |
of Net |
Shares | |
Value | |
Assets |
COMMON STOCK:
(continued) | |
| | | |
| | |
| |
United States
(continued) | |
| | | |
| | |
7,981 | |
Valero Energy Corp. | |
$ | 1,128,992 | | |
| 0.7 | |
44,014 | |
Verizon Communications, Inc. | |
| 1,761,440 | | |
| 1.1 | |
30,870 | |
VICI Properties, Inc. | |
| 923,939 | | |
| 0.6 | |
23,886 | |
Wells Fargo & Co. | |
| 1,327,823 | | |
| 0.9 | |
39,094 | |
Wendy's Co. | |
| 707,992 | | |
| 0.5 | |
2,325 | |
Xcel
Energy, Inc. | |
| 122,504 | | |
| 0.1 | |
| |
| |
| 101,812,913 | | |
| 66.4 | |
| |
Total
Common Stock
(Cost $133,318,563) | |
| 149,538,737 | | |
| 97.6 | |
| |
| |
| | | |
| | |
EXCHANGE-TRADED
FUNDS: 1.0% | |
| | | |
| | |
8,171 | |
iShares MSCI EAFE Value ETF | |
| 426,118 | | |
| 0.3 | |
6,367 | |
iShares
Russell 1000 Value ETF | |
| 1,090,412 | | |
| 0.7 | |
| |
| |
| 1,516,530 | | |
| 1.0 | |
| |
Total Exchange-Traded Funds
(Cost $1,425,836) | |
| 1,516,530 | | |
| 1.0 | |
| |
Total Long-Term Investments
(Cost $134,744,399) | |
| 151,055,267 | | |
| 98.6 | |
| |
| |
| | | |
| | |
| |
| |
| | | |
| | |
SHORT-TERM INVESTMENTS:
0.4% | |
| | | |
| | |
| |
Mutual Funds:
0.4% | |
| | | |
| | |
666,000
(2) | |
Goldman Sachs Financial
Square Government Fund, Institutional Class, 5.190%
(Cost $666,000) | |
$ | 666,000 | | |
| 0.4 | |
| |
| |
| | | |
| | |
| |
Total Short-Term Investments
(Cost $666,000) | |
| 666,000 | | |
| 0.4 | |
| |
Total Investments in Securities
(Cost $135,410,399) | |
$ | 151,721,267 | | |
| 99.0 | |
| |
Assets
in Excess of Other Liabilities | |
| 1,591,940 | | |
| 1.0 | |
| |
Net
Assets | |
$ | 153,313,207 | | |
| 100.0 | |
(1) | Securities
with purchases pursuant to Rule 144A or section 4(a)(2), under the Securities Act of 1933
and may not be resold subject to that rule except to qualified institutional buyers. |
(2) | Rate
shown is the 7-day yield as of February 29, 2024. |
See Accompanying Notes to Financial
Statements
VOYA GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND |
PORTFOLIO OF INVESTMENTS
AS OF
FEBRUARY 29, 2024 (CONTINUED) |
| |
Percentage |
|
Sector Diversification | |
of Net Assets |
Financials | |
| 21.7 | % |
|
Health Care | |
| 15.7 | |
|
Industrials | |
| 13.2 | |
|
Consumer Staples | |
| 9.1 | |
|
Energy | |
| 7.1 | |
|
Information Technology | |
| 5.9 | |
|
Utilities | |
| 5.7 | |
|
Communication Services | |
| 5.4 | |
|
Materials | |
| 5.3 | |
|
Consumer Discretionary | |
| 4.6 | |
|
Real Estate | |
| 3.9 | |
|
Exchange-Traded Funds | |
| 1.0 | |
|
Short-Term Investments | |
| 0.4 | |
|
Assets in Excess of Other Liabilities | |
| 1.0 | |
|
Net Assets | |
| 100.0 | % |
|
Portfolio holdings are subject
to change daily.
See Accompanying Notes to Financial
Statements
VOYA GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND |
PORTFOLIO OF INVESTMENTS
AS OF
FEBRUARY 29, 2024 (CONTINUED) |
Fair Value Measurements^
The following is a summary of the fair
valuations according to the inputs used as of February 29, 2024 in valuing the assets and liabilities:
|
|
Quoted Prices in Active Markets for Identical Investments (Level 1) |
|
|
Significant Other Observable Inputs# (Level 2) |
|
|
Significant Unobservable Inputs (Level 3) |
|
|
Fair Value at February 29, 2024 |
Asset Table |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia |
|
$ |
— |
|
|
$ |
3,539,649 |
|
|
$ |
— |
|
|
$ |
3,539,649 |
Bermuda |
|
|
1,541,220 |
|
|
|
— |
|
|
|
— |
|
|
|
1,541,220 |
Brazil |
|
|
630,313 |
|
|
|
— |
|
|
|
— |
|
|
|
630,313 |
Canada |
|
|
3,353,065 |
|
|
|
— |
|
|
|
— |
|
|
|
3,353,065 |
Denmark |
|
|
— |
|
|
|
917,909 |
|
|
|
— |
|
|
|
917,909 |
Finland |
|
|
— |
|
|
|
810,494 |
|
|
|
— |
|
|
|
810,494 |
France |
|
|
— |
|
|
|
3,332,558 |
|
|
|
— |
|
|
|
3,332,558 |
Germany |
|
|
— |
|
|
|
1,649,605 |
|
|
|
— |
|
|
|
1,649,605 |
Hong Kong |
|
|
297,597 |
|
|
|
2,039,334 |
|
|
|
— |
|
|
|
2,336,931 |
Israel |
|
|
— |
|
|
|
285,405 |
|
|
|
— |
|
|
|
285,405 |
Italy |
|
|
— |
|
|
|
2,080,985 |
|
|
|
— |
|
|
|
2,080,985 |
Japan |
|
|
— |
|
|
|
10,641,511 |
|
|
|
— |
|
|
|
10,641,511 |
Jordan |
|
|
— |
|
|
|
319,942 |
|
|
|
— |
|
|
|
319,942 |
Netherlands |
|
|
— |
|
|
|
2,743,965 |
|
|
|
— |
|
|
|
2,743,965 |
New Zealand |
|
|
164,570 |
|
|
|
— |
|
|
|
— |
|
|
|
164,570 |
Norway |
|
|
— |
|
|
|
449,670 |
|
|
|
— |
|
|
|
449,670 |
Singapore |
|
|
— |
|
|
|
484,282 |
|
|
|
— |
|
|
|
484,282 |
Spain |
|
|
— |
|
|
|
2,959,172 |
|
|
|
— |
|
|
|
2,959,172 |
Sweden |
|
|
— |
|
|
|
1,013,078 |
|
|
|
— |
|
|
|
1,013,078 |
Switzerland |
|
|
— |
|
|
|
2,065,138 |
|
|
|
— |
|
|
|
2,065,138 |
United Kingdom |
|
|
1,536,007 |
|
|
|
4,870,355 |
|
|
|
— |
|
|
|
6,406,362 |
United States |
|
|
101,812,913 |
|
|
|
— |
|
|
|
— |
|
|
|
101,812,913 |
Total Common Stock |
|
|
109,335,685 |
|
|
|
40,203,052 |
|
|
|
— |
|
|
|
149,538,737 |
Exchange-Traded Funds |
|
|
1,516,530 |
|
|
|
— |
|
|
|
— |
|
|
|
1,516,530 |
Short-Term Investments |
|
|
666,000 |
|
|
|
— |
|
|
|
— |
|
|
|
666,000 |
Total Investments, at fair value |
|
$ |
111,518,215 |
|
|
$ |
40,203,052 |
|
|
$ |
— |
|
|
$ |
151,721,267 |
Other Financial Instruments+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Contracts |
|
|
— |
|
|
|
1,089,157 |
|
|
|
— |
|
|
|
1,089,157 |
Total Assets |
|
$ |
111,518,215 |
|
|
$ |
41,292,209 |
|
|
$ |
— |
|
|
$ |
152,810,424 |
Liabilities Table |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial Instruments+ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written Options |
|
$ |
— |
|
|
$ |
(1,428,806) |
|
|
$ |
— |
|
|
$ |
(1,428,806) |
Total Liabilities |
|
$ |
— |
|
|
$ |
(1,428,806) |
|
|
$ |
— |
|
|
$ |
(1,428,806) |
| ^ | See
Note 2, “Significant Accounting Policies” in the Notes to Financial Statements
for additional information. |
| # | The earlier close of the foreign markets gives rise to the possibility that
significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities.
To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party
vendor modeling tools to the extent available. Accordingly, a portion of the Fund’s investments are categorized as Level 2 investments.
|
| + | Other Financial Instruments may include open forward foreign currency contracts,
futures, centrally cleared swaps, OTC swaps and written options. Forward foreign currency contracts, futures and centrally cleared swaps
are fair valued at the unrealized appreciation (depreciation) on the instrument. OTC swaps and written options are valued at the fair
value of the instrument. |
At February 29, 2024, the following forward foreign currency contracts
were outstanding for Voya Global Advantage and Premium Opportunity Fund:
| |
| |
| |
| |
| |
| |
Unrealized |
| |
| |
| |
| |
| |
| |
Appreciation |
Currency Purchased | |
Currency Sold | |
Counterparty | |
Settlement Date | |
(Depreciation) |
USD | |
| 10,762,146 | | |
JPY | |
| 1,505,000,000 | | |
The Bank of New York Mellon | |
03/19/24 | |
$ | 698,959 | |
USD | |
| 13,260,136 | | |
EUR | |
| 12,100,000 | | |
The Bank of New York Mellon | |
03/19/24 | |
| 174,169 | |
USD | |
| 3,568,898 | | |
AUD | |
| 5,300,000 | | |
The Bank of New York Mellon | |
03/19/24 | |
| 122,213 | |
USD | |
| 3,370,319 | | |
CAD | |
| 4,500,000 | | |
The Bank of New York Mellon | |
03/19/24 | |
| 53,792 | |
See Accompanying Notes to Financial Statements
VOYA GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND |
PORTFOLIO OF INVESTMENTS
AS OF
FEBRUARY 29, 2024 (CONTINUED) |
| |
| |
| |
| |
| |
| |
Unrealized |
| |
| |
| |
| |
| |
| |
Appreciation |
Currency Purchased | |
Currency Sold | |
Counterparty | |
Settlement Date | |
(Depreciation) |
USD | |
| 5,215,942 | | |
GBP | |
| 4,100,000 | | |
The Bank of New York Mellon | |
03/19/24 | |
$ | 40,024 | |
| |
| | | |
| |
| | | |
| |
| |
$ | 1,089,157 | |
At February 29, 2024, the following OTC written equity options were
outstanding for Voya Global Advantage and Premium Opportunity Fund:
Description | |
Counterparty | |
Put/
Call | |
Expiration
Date | |
Exercise
Price |
Number
of
Contracts | | |
Notional
Amount | | |
Premiums
Received | | |
Fair Value |
Consumer Staples Select Sector SPDR Fund | |
Citibank
N.A. | |
Call | |
03/22/24 | |
USD |
73.840 |
149,090 | | |
USD |
11,099,750 | | |
$ | 110,640 | | |
$ | (180,892) |
Financial Select Sector SPDR Fund | |
Citibank
N.A. | |
Call | |
04/05/24 | |
USD |
40.700 |
568,238 | | |
USD |
22,922,721 | | |
| 316,963 | | |
| (306,093) |
FTSE 100 Index | |
UBS AG | |
Call | |
03/08/24 | |
GBP |
7,711.440 |
1,676 | | |
GBP |
12,787,914 | | |
| 128,401 | | |
| (21,549) |
Health Care Select Sector SPDR Fund | |
Citibank
N.A. | |
Call | |
04/05/24 | |
USD |
149.340 |
57,487 | | |
USD |
8,325,267 | | |
| 92,140 | | |
| (24,996) |
Industrial Select Sector SPDR Fund | |
Royal
Bank of Canada | |
Call | |
03/22/24 | |
USD |
118.120 |
90,637 | | |
USD |
10,967,077 | | |
| 131,542 | | |
| (322,010) |
Nikkei 225
Index | |
BNP
Paribas | |
Call | |
03/08/24 | |
JPY |
36,108.580 |
28,020 | | |
JPY |
1,097,436,644 | | |
| 123,193 | | |
| (573,266) |
| |
| |
| |
| |
|
|
| | |
|
| | |
$ | 902,879 | | |
$ | (1,428,806) |
Currency Abbreviations: |
|
AUD |
— |
Australian Dollar |
CAD |
— |
Canadian Dollar |
EUR |
— |
EU Euro |
GBP |
— |
British Pound |
JPY |
— |
Japanese Yen |
USD |
— |
United States Dollar |
A summary of derivative instruments by primary risk exposure is outlined
in the following tables.
The fair value of derivative instruments as of February 29, 2024 was
as follows:
Derivatives not accounted for as hedging instruments | |
Location
on Statement
of Assets and Liabilities | |
Fair
Value | |
Asset Derivatives | |
| |
| |
Foreign
exchange contracts | Unrealized appreciation on forward foreign currency contracts |
$ | 1,089,157 | |
Total
Asset Derivatives | |
| |
$ | 1,089,157 | |
Liability
Derivatives | |
| |
| | |
Equity contracts | Written options, at fair value |
$ | 1,428,806 | |
Total
Liability Derivatives | |
| |
$ | 1,428,806 | |
The effect of derivative instruments on
the Fund's Statement of Operations for the year ended February 29, 2024 was as follows:
Amount of Realized Gain or (Loss) on Derivatives Recognized
in Income
| |
Forward | | |
| | |
| |
| |
foreign | | |
| | |
| |
| |
currency | | |
Written | | |
| |
Derivatives not accounted for as hedging
instruments | |
contracts | | |
options | | |
Total | |
Equity contracts | |
$ | — | | |
$ | (3,315,125) | | |
$ | (3,315,125) | |
Foreign exchange contracts | |
| 524,208 | | |
| — | | |
| 524,208 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 524,208 | | |
$ | (3,315,125) | | |
$ | (2,790,917) | |
See
Accompanying Notes to Financial Statements
VOYA GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND |
PORTFOLIO OF INVESTMENTS
AS OF
FEBRUARY 29, 2024 (CONTINUED) |
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
| |
Forward | | |
| | |
| |
| |
foreign | | |
| | |
| |
| |
currency | | |
Written | | |
| |
Derivatives not accounted for as hedging instruments | |
contracts | | |
options | | |
Total | |
Equity contracts | |
$ | — | | |
$ | (1,309,610) | | |
$ | (1,309,610) | |
Foreign exchange contracts | |
| 731,829 | | |
| — | | |
| 731,829 | |
Total | |
$ | 731,829 | | |
$ | (1,309,610) | | |
$ | (577,781) | |
The following is a summary by counterparty
of the fair value of OTC derivative instruments subject to Master Netting Agreements and collateral pledged (received), if any, at February
29, 2024:
| |
| | |
| | |
| | |
The Bank | | |
| | |
| |
| |
| | |
|
|
|
|
Royal
Bank of | | |
of New York | | |
| | |
| |
| |
BNP
Paribas | | |
Citibank
N.A. | | |
Canada | | |
Mellon | | |
UBS
AG | | |
Total
| |
Assets: | |
| | |
| | |
| | |
| | |
| | |
| |
Forward
foreign currency contracts | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 1,089,157 | | |
$ | — | | |
$ | 1,089,157 | |
Total
Assets | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 1,089,157 | | |
$ | — | | |
$ | 1,089,157 | |
Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Written options | |
$ | 573,266 | | |
$ | 511,981 | | |
$ | 322,010 | | |
$ | — | | |
$ | 21,549 | | |
$ | 1,428,806 | |
Total
Liabilities | |
$ | 573,266 | | |
$ | 511,981 | | |
$ | 322,010 | | |
$ | — | | |
$ | 21,549 | | |
$ | 1,428,806 | |
Net OTC derivative instruments
by | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
counterparty,
at fair value | |
$ | (573,266 | ) | |
$ | (511,981 | ) | |
$ | (322,010 | ) | |
$ | 1,089,157 | | |
$ | (21,549) | | |
$ | (339,649 | ) |
Total collateral pledged by
the | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fund/(Received
from counterparty) | |
$ | 410,000 | | |
$ | 511,981 | | |
$ | 280,000 | | |
$ | — | | |
$ | 21,549 | | |
$ | 1,223,530 | |
Net
Exposure(1),(2) | |
$ | (163,266 | ) | |
$ | — | | |
$ | (42,010 | ) | |
$ | 1,089,157 | | |
$ | — | | |
$ | 883,881 | |
| (1) | Positive net exposure represents amounts due from each
respective counterparty. Negative exposure represents amounts due from the Fund. Please refer to Note 2 for additional details regarding
counterparty credit risk and credit related contingent features. |
| (2) | At February 29, 2024, the Fund had pledged $580,000 and
$90,000 in cash collateral to Citibank N.A. and UBS AG, respectively. Excess cash collateral is not shown for financial reporting purposes.
|
At February 29, 2024, the aggregate cost of securities and other
investments and the composition of unrealized appreciation and depreciation of securities and other investments on a tax basis were:
Cost for federal income tax purposes was $134,601,921. | |
| |
Net unrealized appreciation consisted of: | |
| |
Gross Unrealized Appreciation | |
$ | 22,212,533 | |
Gross Unrealized Depreciation | |
| (5,434,824 | ) |
Net Unrealized Appreciation | |
$ | 16,777,709 | |
See Accompanying Notes to Financial Statements
TAX
INFORMATION (Unaudited)
Dividends and distributions paid during the tax year ended December
31, 2023 were as follows:
Fund Name | |
Type | | |
Per Share Amount | |
Voya Global Advantage and Premium Opportunity Fund | |
NII | | |
$0.3423 | |
| |
ROC | | |
$0.4457 | |
NII — Net investment income
ROC — Return of capital
Of the ordinary distributions made during the tax
year ended December 31, 2023, 53.68% qualifies for the dividends received deduction (DRD) available to corporate shareholders.
For the tax year ended December 31, 2023, 97.36%
of ordinary income dividends paid by the Fund are designated as qualifying dividend income (QDI) subject to reduced income tax rates for
individuals.
Above figures may differ from those cited elsewhere
in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes
and Internal Revenue Service (tax) purposes.
Shareholders are strongly advised to consult their
own tax advisers with respect to the tax consequences of their investments in the Fund. In January, shareholders, excluding corporate
shareholders, receive an IRS 1099-DIV regarding the federal tax status of the dividends and distributions they received in the calendar
year.
SHAREHOLDER
MEETING INFORMATION (Unaudited)
Proposal:
1 At this meeting, a proposal was submitted
to elect two members of the Board of Trustees to represent the interests of the holders of the Fund, with these individuals to serve
as Class III Trustees, for a term of three years, and until the election and qualification of their successors.
An annual shareholder meeting of Voya Global
Advantage and Premium Opportunity Fund was held virtually on July 13, 2023.
| |
| |
Proposal | |
Shares
voted for | | |
Shares
voted
against or
withheld | | |
Shares
abstained | | |
Broker
non-vote | | |
Total
Shares
Voted | |
Class III Trustees |
|
Voya Global Advantage and
Premium Opportunity Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Martin
J. Gavin | |
1* | |
| 11,365,577.102 | | |
| 531,488.000 | | |
| 0.000 | | |
| 0.000 | | |
| 11,897,065.102 | |
| |
Joseph E.
Obermeyer | |
1* | |
| 11,277,226.102 | | |
| 619,839.000 | | |
| 0.000 | | |
| 0.000 | | |
| 11,897,065.102 | |
| |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
After the July 13, 2023 annual shareholder meeting,
the following Trustees continued on as Trustees of the Trust: Colleen D. Baldwin, John V. Boyer, Patricia Chadwick*, Sheryl K. Pressler,
and Christopher P. Sullivan.
| * | Retired from the Board upon the
close of business on December 31, 2023. |
TRUSTEE
AND OFFICER INFORMATION (Unaudited)
The
business and affairs of the Trust are managed under the direction of the Board. A Trustee, who is not an interested person of
the Trust, as defined in the 1940 Act, is an independent trustee (“Independent Trustee”). The Trustees and Officers
of the Trust are listed below. The Statement of Additional Information includes additional information about Trustees of the Trust
and is available, without charge, upon request at (800) 992-0180.
Name,
Address and Age |
|
Position(s)
Held
with the Trust
|
|
Term
of Office and
Length
of Time
Served(1)
|
|
Principal
Occupation(s)
–
During
the Past 5 Years
|
|
Number
of
funds
in
Fund
Complex
Overseen
by
Trustee(2)
|
|
Other
Board Positions
Held
by Trustee
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustees: |
|
Colleen
D. Baldwin
(1960)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Chairperson
Trustee
|
|
January
2020-Present
October
2007–Present
|
|
President,
Glantuam Partners, LLC, a business consulting firm (January 2009–Present). |
|
138
|
|
Stanley
Global Engineering 2020–Present). |
|
|
|
|
|
|
|
|
|
|
|
John
V. Boyer
(1953)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Trustee
|
|
February
2005–Present |
|
Retired.
Formerly, President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008–
December 2019). |
|
138
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
Martin
J. Gavin
(1950)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
AZ 85258
|
|
Trustee
|
|
August
2015–Present |
|
Retired.
|
|
138
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
E. Obermeyer
(1957)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Trustee
|
|
May
2013–Present |
|
President,
Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999–Present).
|
|
138
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
Sheryl
K. Pressler
(1950)
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
|
|
Trustee
|
|
January
2006–Present |
|
Consultant
(May
2001–Present).
|
|
138
|
|
Centerra
Gold Inc. (May 2008–Present). |
|
|
|
|
|
|
|
|
|
|
|
Christopher
P. Sullivan
(1954)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Trustee
|
|
October
2015–Present |
|
Retired.
|
|
138
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
TRUSTEE
AND OFFICER INFORMATION (Unaudited) (continued)
| (1) | Trustees
serve until their successors are duly elected and qualified. The tenure of each Trustee
who is not an “interested person” as defined in the 1940 Act, of each Fund
(“Independent Trustee”) is subject to the Board’s retirement policy
which states that each duly elected or appointed Independent Trustee shall retire from
and cease to be a member of the Board of Trustees at the close of business on December
31 of the calendar year in which the Independent Trustee attains the age of 75. A majority
vote of the Board’s other Independent Trustees may extend the retirement date of
an Independent Trustee if the retirement would trigger a requirement to hold a meeting
of shareholders of the Trust under applicable law, whether for the purposes of appointing
a successor to the Independent Trustee or otherwise comply under applicable law, in which
case the extension would apply until such time as the shareholder meeting can be held
or is no longer required (as determined by a vote of a majority of the other Independent
Trustees). |
(2) | For
the purposes of this table, “Fund Complex” means the Voya family of funds
including the following investment companies: 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 Government Money Market Portfolio; Voya Infrastructure, Industrials and Materials
Fund; Voya Intermediate Bond Portfolio; Voya Investors Trust; Voya Mutual Funds; Voya
Partners, Inc.; Voya Separate Portfolios Trust; Voya Strategic Allocation Portfolios,
Inc.; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.;
and Voya Variable Products Trust. The number of funds in the Fund Complex is as of March
31, 2024. |
| |
TRUSTEE
AND OFFICER INFORMATION (Unaudited) (continued)
Name,
Address and Age |
|
Position(s)
Held
with the
Trust
|
|
Term
of Office and
Length
of Time
Served(1)
|
|
Principal
Occupation(s) – During the Past 5 Years |
Andy
Simonoff
(1973)
5780
Powers Ferry
Road
NW Atlanta, Georgia 30327
|
|
President
and Chief Executive Officer |
|
January
2023-Present |
|
Director,
President and Chief Executive Officer, Voya Funds Services, LLC, Voya Capital, LLC and Voya Investments, LLC (January 2023
– Present); Managing Director, Chief Strategy and Transformation Officer, Voya Investment Management (January 2020 –
Present). Formerly, Managing Director, Head of Business Management, Voya Investment Management (March 2019 –
January 2020); Managing Director, Head of Business Management, Fixed Income, Voya Investment Management (November 2015 –
March 2019). |
|
|
|
|
|
|
|
Jonathan
Nash
(1967)
230
Park Avenue
New
York, New York 10169
|
|
Executive
Vice President and Chief Investment Risk Officer |
|
March
2020–Present |
|
Executive
Vice President and Chief Investment Risk Officer, Voya Investments, LLC (March 2020 – Present); Senior Vice President,
Investment Risk Management, Voya Investment Management (March 2017 – Present). Formerly, Vice President, Voya Investments,
LLC (September 2018 – March 2020). |
|
|
|
|
|
|
|
Steven
Hartstein
(1963)
230
Park Avenue
New
York, New York 10169
|
|
Chief
Compliance Officer |
|
December
2022-Present |
|
Senior
Vice President, Voya Investment Management (December 2022 – Present). Formerly, Head of Funds Compliance, Brighthouse
Financial, Inc. and Chief Compliance Officer – Brighthouse Funds and Brighthouse Investment Advisers, LLC (March 2017-
December 2022). |
|
|
|
|
|
|
|
Todd
Modic
(1967)
7337 East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Senior
Vice President, Chief/ Principal Financial Officer and Assistant Secretary |
|
May
2005–Present |
|
Director
and Senior Vice President, Voya Capital, LLC, and Voya Funds Services, LLC (September 2022 – Present); Director, Voya
Investments, LLC (September 2022 – Present); Senior Vice President, Voya Investments, LLC (April 2005 – Present).
Formerly, President, Voya Funds Services, LLC (March 2018 – September 2022). |
|
|
|
|
|
|
|
Kimberly
A. Anderson
(1964)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Senior
Vice President |
|
January
2005-Present |
|
Senior
Vice President, Voya Investments, LLC (September 2003 – Present). |
|
|
|
|
|
|
|
Sara
M. Donaldson
(1959)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Senior
Vice President |
|
June
2022–Present |
|
Senior
Vice President, Voya Investments, LLC (February 2022 – Present); Senior Vice President, Head of Active Ownership, Voya
Investment Management (September 2021 – Present). Formerly, Vice President, Voya Investments, LLC (October 2015 –
February 2022); Vice President, Head of Proxy Voting, Voya Investment Management (October 2015 – August 2021). |
|
|
|
|
|
|
|
Jason
Kadavy
(1976)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Senior
Vice President |
|
September
2023-Present |
|
Senior
Vice President, Voya Investments, LLC and Voya Funds Services, LLC (September 2023 – Present); Formerly, Vice President,
Voya Investments, LLC (October 2015 - September 2023); Vice President, Voya Funds Services, LLC (July 2007 – September
2023). |
|
|
|
|
|
|
|
Andrew
K. Schlueter
(1976)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Senior
Vice President |
|
June
2022-Present |
|
Senior
Vice President, Head of Investment Operations Support, Voya Investment Management (April 2023 – Present); Vice President,
Voya Investments Distributor, LLC (April 2018 – Present); Vice President, Voya Investments, LLC and Voya Funds Services,
LLC (March 2018-Present); Formerly, Vice President, Head of Mutual Fund Operations, Voya Investment Management (March 2022
– March 2023); Vice President, Head of Mutual Fund Operations, Voya Investment Management (February 2018 – February
2022). |
|
|
|
|
|
|
|
TRUSTEE
AND OFFICER INFORMATION (Unaudited) (continued)
Name,
Address and Age |
|
Position(s)
Held
with the
Trust
|
|
Term
of Office and
Length
of Time
Served(1)
|
|
Principal
Occupation(s) – During the Past 5 Years |
Joanne
F. Osberg
(1982)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Senior
Vice President Secretary |
|
March
2023-Present September 2020-Present |
|
Senior
Vice President and Chief Counsel, Voya Investment Management – Mutual Fund Legal Department, Senior Vice President and
Secretary, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2023 – Present). Formerly,
Secretary, Voya Capital, LLC (August 2022 - March 2023); Vice President and Secretary, Voya Investments, LLC and Voya Funds
Services, LLC, Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (September
2020 – March 2023). Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (January
2013 – September 2020). |
|
|
|
|
|
|
|
Robert
Terris
(1970)
5780
Powers Ferry Road NW
Atlanta,
Georgia 30327
|
|
Senior
Vice President |
|
May
2006-Present |
|
Senior
Vice President, Head of Future State Operating Model Design, Voya Investment Management (April 2023 – Present); Senior
Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Senior Vice President, Head of Investment
Services, Voya Investments, LLC (April 2018 – Present); Senior Vice President, Head of Investment Services, Voya Funds
Services, LLC (March 2006 – Present). |
|
|
|
|
|
|
|
Fred
Bedoya
(1973)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Vice
President Principal Accounting Officer and Treasurer |
|
September
2012-Present |
|
Vice
President, Voya Investments, LLC (October 2015 – Present); Vice President, Voya Funds Services, LLC (July 2012 –
Present). |
|
|
|
|
|
|
|
Robyn
L. Ichilov
(1967)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Vice
President |
|
January
2005–Present |
|
Vice
President, Voya Investments, LLC (August 1997 – Present); Vice President, Voya Funds Services, LLC (November 1995 –
Present). |
|
|
|
|
|
|
|
Erica
McKenna
(1972)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Vice
President |
|
June
2022-Present |
|
Vice
President, Head of Mutual Fund Compliance, and Chief Compliance Officer, Voya Investments, LLC (May 2022 – Present).
Formerly, Vice President, Fund Compliance Manager, Voya Investments, LLC (March 2021 – May 2022); Assistant Vice President,
Fund Compliance Manager, Voya Investments, LLC (December 2016 – March 2021). |
|
|
|
|
|
|
|
Craig
Wheeler
(1969)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Vice
President |
|
May
2013-Present |
|
Vice
President–Director of Tax, Voya Investments, LLC (October 2015–Present). |
|
|
|
|
|
|
|
Freddee
McGough
(1965)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Assistant
Vice President |
|
November
2019-Present |
|
Assistant
Vice President, Voya Investment Management (September 2001–Present). |
|
|
|
|
|
|
|
Nicholas
C.D. Ward
(1993)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Assistant
Vice President and Assistant Secretary |
|
June
2022-Present |
|
Counsel,
Voya Investment Management – Mutual Fund Legal Department (November 2021 – Present). Formerly, Associate, Dechert
LLP (October 2018 – November 2021). |
|
|
|
|
|
|
|
Gizachew
Wubishet
(1976)
7337
East Doubletree Ranch Rd.
Suite
100
Scottsdale,
Arizona 85258
|
|
Assistant
Vice President and Assistant Secretary |
|
June
2022-Present |
|
Assistant
Vice President and Counsel, Voya Investment Management – Mutual Fund Legal Department (May 2019 – Present). Formerly,
Attorney, Ropes & Gray LLP (October 2011 – April 2019). |
|
|
|
|
|
|
|
TRUSTEE
AND OFFICER INFORMATION (Unaudited) (continued)
Name,
Address and Age |
|
Position(s)
Held
with the
Trust
|
|
Term
of Office and
Length
of Time
Served(1)
|
|
Principal
Occupation(s) – During the Past 5 Years |
Monia
Piacenti
(1976)
One
Orange Way
Windsor,
Connecticut 06095
|
|
Anti-Money
Laundering Officer |
|
June
2018-Present |
|
Compliance
Manager, Voya Financial, Inc. (March 2023 – Present); Anti-Money Laundering Officer, Voya Investments Distributor, LLC,
Voya Investment Management and Voya Investment Management Trust Co. (June 2018 – Present). Formerly, Compliance Consultant,
Voya Financial, Inc. (January 2019 – February 2023). |
| (1) | The
Officers hold office until the next annual meeting of the Board of Trustees and until their successors shall have been elected
and qualified. |
| | |
ADVISORY
AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)
BOARD
CONSIDERATION AND APPROVAL OF INVESTMENT MANAGEMENT CONTRACT AND SUB-ADVISORY CONTRACT
At
a meeting held on November 16, 2023, the Board of Trustees (“Board”) of Voya Global Advantage and Premium Opportunity
Fund (the “Fund”), including a majority of the Board members who have no direct or indirect interest in the investment
management and sub-advisory contracts, and who are not “interested persons” of the Fund, as such term is defined under
the Investment Company Act of 1940, as amended (the “Independent Trustees”), considered and approved the renewal of
the investment management contract (the “Management Contract”) between Voya Investments, LLC (the “Manager”)
and the Fund, and the sub-advisory contract (the “Sub-Advisory Contract,” and together with the Management Contract,
the “Contracts”) with Voya Investment Management Co. LLC, the sub-adviser to the Fund (the “Sub-Adviser”),
for an additional one-year period ending November 30, 2024.
In
addition to the Board meeting on November 16, 2023, the Independent Trustees also held meetings outside the presence of representatives
of the Manager and Sub-Adviser (collectively, such persons are referred to herein as “management”) on October 9, 2023
and November 14, 2023. At those meetings, the Board members reviewed and considered materials related to the proposed continuance
of the Contracts that they had requested and believed to be relevant to the renewal of the Contracts in light of their own business
judgment and the legal advice furnished to them by K&L Gates LLP, their independent legal counsel. The Board also considered
information furnished to it throughout the year at meetings of the Board and its committees, including information regarding performance,
expenses, and other relevant matters. While the Board considered the renewal of the management contracts and sub-advisory contracts
for all of the applicable investment companies in the Voya family of funds at the same meetings, the Board considered each Voya
fund’s investment management and sub-advisory relationships separately.
The
Board has established a Contracts Committee and two Investment Review Committees (the “IRCs”), each of which includes only
Independent Trustees as members. The Contracts Committee meets several times throughout the year to provide oversight with respect to
the management and sub-advisory contracts approval and renewal process for the Voya funds, among other functions, and each IRC meets
several times throughout the year with respect to each Voya fund (assigned to that IRC) to provide oversight regarding the investment
performance of the sub-advisers, as well as the Manager’s role in monitoring the sub-advisers.
The
Contracts Committee oversees, and annually recommends Board approval of updates to, a methodology guide for the Voya funds
(“Methodology Guide”), which sets out a framework pursuant to which the Independent Trustees request, and management
provides, certain information that the Independent Trustees deem to be important or potentially relevant to the contracts renewal
process for the Voya funds. The Independent Trustees retain the services of an independent consultant with experience in the
registered fund industry to assist the Contracts Committee in developing and recommending to the Board: (1) a selected peer group of
investment companies for the Fund (“Selected Peer Group”) based on the Fund’s particular attributes; and (2)
updates to the Methodology Guide with respect to the content and format of various data prepared in connection with the renewal
process. In addition, the Independent Trustees periodically have retained an independent firm to test and verify the accuracy of
certain information presented to the Board for a representative sample of the Voya funds.
The
Manager or Sub-Adviser may not have been able to, or opted not to, provide information in response to certain information requests,
in which case the Board conducted its evaluation based on the information that was provided. In such cases, the omission of any
such information was determined to not be material to the Board’s considerations.
Provided
below is an overview of certain material factors that the Board considered at its meetings regarding the renewal of the Contracts
and the compensation to be paid thereunder. The Board members did not identify any particular information or factor that was most
relevant to its consideration.
Nature,
Extent and Quality of Services
The
Manager oversees, subject to the authority of the Board, and is responsible for the provision of, all investment advisory and
portfolio management services for the Fund, but may delegate certain of these responsibilities to one or more sub-advisers. In
addition, the Manager provides administrative services reasonably necessary for the operation of the Fund as set forth in the
Management Contract, including oversight of the Fund’s operations and risk management and the oversight of its various other
service providers.
The
Board considered the “manager-of-managers” structure of the Voya funds that has been developed by the Manager pursuant
to which the Manager selects, subject to the Board’s approval, sub-advisers to provide day-to-day management services to
all or a portion of each Voya fund. The Board recognized that the Manager is responsible for monitoring the Sub-Adviser’s
investment program, performance, developments, ongoing operations, and compliance with applicable regulations and investment
ADVISORY
AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)
policies
and restrictions with respect to the Fund under this manager-of-managers arrangement. The Board also considered the techniques and
resources that the Manager has developed to provide this ongoing due diligence and oversight with respect to the sub-advisers and to
recommend appropriate changes in investment strategies, sub-advisers, or allocation among sub-advisers in an effort to improve a
Voya fund’s performance. In connection with the Manager’s performance of these duties, the Board considered that the
Manager has developed an oversight process formulated by its Manager Research & Selection Group that reviews, among other
matters, performance data, the Sub-Adviser’s management team, portfolio data and attribution analysis related to the
Sub-Adviser through various means, including, but not limited to, in-person meetings, on-site or virtual visits, and telephonic
meetings with the Sub-Adviser. The Board also noted that the Manager actively monitors any discount from net asset value per share
at which the Fund’s common stock trades and evaluates potential ways to mitigate the discount and potential impacts on the
discount, including the level of distributions that the Fund pays.
Further,
the Board considered periodic compliance reports it receives from the Fund’s Chief Compliance Officer evaluating, among
other related matters, whether the regulatory compliance systems and procedures of the Manager and Sub-Adviser are reasonably
designed to ensure compliance with the federal securities laws and whether the investment policies and restrictions for the Fund
are complied with on a consistent basis.
The
Board considered the portfolio management team assigned by the Sub-Adviser to the Fund and the level of resources committed to
the Fund (and other relevant funds in the Voya funds) by the Manager and Sub-Adviser, and whether those resources are sufficient
to provide high-quality services to the Fund.
Based
on their deliberations and the materials presented to them, the Board concluded that the nature, extent and quality of the overall
services provided by the Manager and Sub-Adviser under the Contracts were appropriate.
Fund
Performance
In
assessing the investment management and sub-advisory relationships, the Board placed emphasis on the investment returns of the
Fund, including its investment performance over certain time periods compared to the Fund’s Morningstar, Inc. (an independent
provider of registered fund data) category and primary benchmark, a broad-based securities market index, as well as the hypothetical
model performance of the Fund’s options overlay strategy applied to the Fund’s primary benchmark during different
market conditions. The Board also considered information from the Manager Research &
Selection
Group and received reports summarizing a separate analysis of the Fund’s performance and risk, including risk-adjusted
investment return information, from the Fund’s Chief Investment Risk Officer.
The
Board also recognized the limitations inherent in comparing the Fund’s performance to a benchmark index due to the Fund’s
pursuit of an investment strategy that is not tied directly to an index. The Board also recognized the inherent limitations in
comparing performance of peer funds utilizing leverage in light of, among other things, the impacts due to the level and type
of leverage utilized and when peer funds entered into their leverage arrangements (which can impact pricing and, therefore, cost
and performance).
Economies
of Scale
When
evaluating the reasonableness of the management fee schedule, the Board considered whether economies of scale have been or likely
will be realized by the Manager and Sub-Adviser as the Fund grows larger and the extent to which any such economies are shared
with the Fund. The Board noted that the Fund, as a closed-end fund, generally does not issue new shares and is less likely to
realize economies of scale from additional share purchases. The Board also considered that, while the Fund does not have management
fee breakpoints, it has fee waiver and expense reimbursement arrangements. The Board considered the extent to which economies
of scale realized by the Manager could be shared with the Fund through such fee waivers, expense reimbursements or other expense
reductions.
Information
Regarding Services, Performance, and Fee Schedules Offered to Other Clients
The
Board considered comparative information regarding the nature of services, performance, and fee schedules offered by the Manager
and Sub-Adviser to other clients with similar investment objectives, if applicable, including other registered investment companies
and relevant institutional accounts. When the fee schedules offered to or the performance of such other clients differed materially
from the Fund, the Board took into account the underlying rationale provided by the Manager or Sub-Adviser, as applicable, for
these differences.
Fee
Schedules, Profitability, and Fall-out Benefits
The
Board reviewed and considered the contractual management fee schedule and net management fee rate payable by the Fund to the Manager
compared to the Fund’s Selected Peer Group. The Board also considered the compensation payable by the Manager to the Sub-Adviser
for sub-advisory services for the Fund, including the portion of the contractual and net management fee rates that are paid to
the Sub-Adviser, as compared to
ADVISORY
AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)
the
compensation paid to the Manager. In addition, the Board considered the fee waivers, expense limitations, and recoupment
arrangements that apply to the fees payable by the Fund, including whether the Manager proposed any changes thereto. The Board
separately determined that the fees payable to the Manager and the fee schedule payable to the Sub-Adviser are reasonable for the
services that each performs, which were considered in light of the nature, extent and quality of the services that each has
performed and is expected to perform.
The
Board considered information on revenues, costs and profits or losses realized by the Manager and the Voya-affiliated Sub-Adviser
related to their services to the Fund. In analyzing the profitability of the Manager and its affiliates in connection with services
they render to a Fund, the Board took into account the sub-advisory fee rate payable by the Manager to the Sub-Adviser. The Board
also considered the profitability of the Manager and its affiliated Sub-Adviser attributable to servicing the Fund both with and
without taking into account the profitability of the distributor of the Fund/Portfolio and any revenue sharing payments made by the Manager.
Although
the Methodology Guide establishes a framework for profit calculation by the Manager and its affiliated Sub-Adviser, the Board
recognized that there is no uniform methodology within the asset management industry for determining profitability for this purpose.
The Board also recognized that the use of different reasonable methodologies can give rise to dramatically different reported
profit and loss results with respect to the Manager and the Voya-affiliated Sub-Adviser, as well as other industry participants
with whom the profits of the Manager and its affiliated Sub-Adviser could be compared. In addition, the Board recognized that
management’s calculations regarding its costs incurred in establishing the infrastructure necessary for the Fund’s
operations may not be fully reflected in the expenses allocated to the Fund in determining profitability. The Board also recognized
that the information presented may not portray all of the costs borne by the Manager or reflect all of the risks associated with
offering and managing a registered fund complex in the current regulatory and market environment, including entrepreneurial, regulatory,
legal and operational risks. The Board also considered that, in comparison to certain other products managed by the Manager, including
open-end funds, there are additional portfolio management challenges in managing closed-end funds, such as the Fund, including
those associated with less liquid holdings.
The
Board also considered that the Manager and the Voya-affiliated Sub-Adviser are entitled to earn a reasonable level of profits
for the services that they provide to the Fund. The Board also considered information regarding the potential fall-out benefits
to the Manager and Sub-
Adviser
and their respective affiliates from their association with the Fund. Following its reviews, the Board determined that the
Manager’s and the Voya-affiliated Sub-Adviser’s profitability with respect to their services to the Fund and the Manager
and Sub-Adviser’s potential fall-out benefits were not unreasonable.
Fund
Analysis
Set
forth below are certain of the specific factors that the Board considered at its October 9, 2023, November 14, 2023, and/or November
16, 2023 meetings in relation to approving the Fund’s Contracts and the conclusions reached by the Board. These specific
factors are in addition to those considerations discussed above. The performance data provided to the Board primarily was for
various periods ended March 31, 2023. In addition, the Board also considered at its October 9, 2023, November 14, 2023, and/or
November 16, 2023 meetings certain additional data regarding the Fund’s more recent performance and asset levels. The Fund’s
management fee rate and expense ratio were compared to the management fee rates and expense ratios of the funds in its Selected
Peer Group. With respect to the quintile rankings noted below, the first quintile represents the range of funds with the highest
performance or the lowest management fee rate or expense ratio, as applicable, and the fifth quintile represents the range of
funds with the lowest performance or the highest management fee rate or expense ratio, as applicable.
In considering whether to approve the renewal of the Contracts for the Fund, the Board was provided with information showing that the
Fund seeks to construct a diversified portfolio with an options overlay that is intended to enhance returns over a full market cycle,
but may lag the broader markets during upswings, and reviewed the difference between the Fund’s performance and the hypothetical
model performance of the Fund’s options overlay strategy applied to the Fund’s primary benchmark during different market conditions.
The Board also considered that, based on performance data for the periods ended March 31, 2023: (1) the Fund is ranked in the first quintile
of its Morningstar category for the oneyear period, the fourth quintile for the three-year, five-year and ten-year periods, and the fifth
quintile for the year-todate period; and (2) the Fund underperformed its primary benchmark for all periods presented, with the exception
of the one-year period, during which it outperformed. In analyzing this performance data, the Board took into account management’s
representations regarding: (1) the impact of stock selection and the Fund’s options overlay on its performance during certain periods;
and (2) the recent changes to the Fund’s portfolio management team.
ADVISORY
AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)
In
considering the fees payable under the Contracts for the Fund, the Board took into account the factors described above and also
considered: (1) the fairness of the compensation under a Management Contract with a level fee rate that does not include
breakpoints; and (2) the pricing structure (including the net expense ratio to be borne by shareholders) of the Fund, as compared to
its Selected Peer Group, including that: (a) the net management fee rate for the Fund is ranked in the first quintile of net
management fee rates of the funds in its Selected Peer Group; (b) the contractual management fee rate for the Fund is ranked in the
first quintile of contractual management fee rates of the funds in its Selected Peer Group; and (c) the net expense ratio for the
Fund is ranked in the second quintile of net expense ratios of the funds in its Selected Peer Group.
Board
Conclusions
After its deliberation, the Board concluded that, in its business judgment, the terms of the Contracts are
fair and reasonable to the Fund and that approval of the continuation of the Contracts is in the best interests of the Fund and its shareholders.
In doing so, the Board reviewed all factors it considered to be material, including those discussed above. Within the context of its overall
conclusions regarding the Contracts, and based on the information provided and management’s related representations, the Board concluded
that it was satisfied with management’s responses relating to the Fund’s investment performance and the fees payable under
the Contracts. During this renewal process, each Board member may have accorded different weight to various factors in reaching his or
her conclusions. Based on these conclusions and other factors, the Board voted to renew the Contracts for the Fund for the year ending
November 30, 2024.
ADDITIONAL INFORMATION
— PRINCIPAL RISKS (UNAUDITED)
Principal Risks
You could lose money on an investment in the Fund.
Any of the following risks, among others, could affect Fund performance or cause the Fund to lose money or to underperform market averages
of other funds. The principal risks are presented in alphabetical order to facilitate readability, and their order does not imply that
the realization of one risk is more likely to occur or have a greater adverse impact than another risk.
Company: The price of a company’s
stock could decline or underperform for many reasons including, among others, poor management, financial problems, reduced demand for
company goods or services, regulatory fines and judgments, or business challenges. If a company declares bankruptcy or becomes insolvent,
its stock could become worthless.
Currency: To the extent that the Fund invests
directly or indirectly in foreign (non-U.S.) currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies,
it is subject to the risk that those foreign (non-U.S.) currencies will decline in value relative to the U.S. dollar or, in the case of
hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged by the Fund through foreign currency
exchange transactions. Currency rates may fluctuate significantly over short periods of time. Currency rates may be affected by changes
in market interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks or supranational entities
such as the International Monetary Fund, by the imposition of currency controls, or other political or economic developments in the United
States or abroad.
Derivative Instruments: Derivative instruments
are subject to a number of risks, including the risk of changes in the market price of the underlying asset, reference rate, or index
credit risk with respect to the counterparty, risk of loss due to changes in market interest rates, liquidity risk, valuation risk, and
volatility risk. The amounts required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the
Fund. Therefore, the purchase of certain derivatives may have an economic leveraging effect on the Fund and exaggerate any increase or
decrease in the net asset value. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used
for hedging purposes, the change in value of a derivative may not correlate as expected with the asset, reference rate, or index being
hedged. When used as an alternative or substitute for direct cash investment, the return provided by the derivative may not provide the
same return as direct cash investment. Generally, derivatives are sophisticated financial instruments whose performance is derived, at
least in part, from the performance of an underlying
asset, reference rate, or index. Derivatives include, among other things, swap agreements, options, forward foreign currency exchange
contracts, and futures. Certain derivatives in which the Fund may invest may be negotiated over-the-counter with a single counterparty
and as a result are subject to credit risks related to the counterparty’s ability or willingness to perform its obligations; any
deterioration in the counterparty’s creditworthiness could adversely affect the value of the derivative. In addition, derivatives
and their underlying instruments may experience periods of illiquidity which could cause the Fund to hold a position it might otherwise
sell, or to sell a position it otherwise might hold at an inopportune time or price. A manager might imperfectly judge the direction of
the market. For instance, if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate
to the market’s movements and may have unexpected or undesired results such as a loss or a reduction in gains. The U.S. government
has enacted legislation that provides for regulation of the derivatives market, including clearing, margin, reporting, and registration
requirements. The European Union (and other jurisdictions outside of the European Union, including the United Kingdom) has implemented
or is in the process of implementing similar requirements, which may affect the Fund when it enters into a derivatives transaction with
a counterparty organized in that jurisdiction or otherwise subject to that jurisdiction’s derivatives regulations. Because these
requirements are relatively new and evolving (and some of the rules are not yet final), their ultimate impact remains unclear. Central
clearing is expected to reduce counterparty credit risk and increase liquidity; however, there is no assurance that it will achieve that
result, and, in the meantime, central clearing and related requirements expose the Fund to different kinds of costs and risks.
Dividend: Companies that issue dividend
yielding equity securities are not required to continue to pay dividends on such securities. Therefore, there is the possibility that
such companies could reduce or eliminate the payment of dividends in the future. As a result, the Fund’s ability to execute its
investment strategy may be limited.
Environmental, Social and/or Governance: The
Sub-Adviser’s consideration of ESG factors in selecting investments for the Fund depends on the operation of quantitative methods
and models whose design reflects qualitative and subjective judgments of the Sub-Adviser, including reliance on, or incorporation of,
data in respect of ESG factors that may rely on third-party data that might be incorrect or based on incomplete or inaccurate information.
There is no minimum percentage of the Fund's assets that will be invested in companies that the Sub-Adviser views favorably in light
of ESG factors, and the Sub-Adviser may
ADDITIONAL INFORMATION
— PRINCIPAL RISKS (UNAUDITED) (CONTINUED)
not invest in companies that compare favorably
to other companies on the basis of ESG factors. It is possible that the Fund will have less exposure to certain companies due to the Sub-Adviser’s
assessment of ESG factors than other comparable mutual funds. There can be no assurance that an investment selected by the Sub-Adviser,
which includes its consideration of ESG factors, will provide more favorable investment performance than another potential investment,
and such an investment may, in fact, underperform other potential investments.
Foreign (Non-U.S.) Investments/Developing and
Emerging Markets: Investing in foreign (non-U.S.) securities may result in the Fund experiencing more rapid and extreme changes in
value than a fund that invests exclusively in securities of U.S. companies due, in part, to: smaller markets; differing reporting, accounting,
auditing and financial reporting standards and practices; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations,
currency blockage, or replacement; potential for default on sovereign debt; and political changes or diplomatic developments, which may
include the imposition of economic sanctions (or the threat of new or modified sanctions) or other measures by the U.S. or other governments
and supranational organizations. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or
events in one market, country or region may adversely impact investments or issuers in another market, country or region. To the extent
the Fund invests in securities of issuers in markets outside the U.S., its share price may be more volatile than if it invested in securities
of issuers in the U.S. market due to, among other things, the following factors: comparatively unstable political, social and economic
conditions and limited or ineffectual judicial systems; wars; comparatively small market sizes, making securities less liquid and securities
prices more sensitive to the movements of large investors and more vulnerable to manipulation; governmental policies or actions, such
as high taxes, restrictions on currency movements, replacement of currency, potential for default on sovereign debt, trade or diplomatic
disputes, which may include the imposition of economic sanctions (or the threat of new or modified sanctions) or other measures by the
U.S. or other governments and supranational organizations, creation of monopolies, and seizure of private property through confiscatory
taxation and expropriation or nationalization of company assets; incomplete, outdated, or unreliable information about securities issuers
due to less stringent market regulation and accounting, auditing and financial reporting standards and practices; comparatively undeveloped
markets and weak banking and financial systems; market inefficiencies, such as higher transaction costs, and administrative difficulties,
such as delays in processing transactions; and fluctuations in foreign
currency exchange rates, which could reduce gains
or widen losses.
Economic or other sanctions imposed on a foreign
(non-U.S.) country or issuer by the U.S. or on the U.S. by a foreign (non-U.S.) country, could impair the Fund’s ability to buy,
sell, hold, receive, deliver, or otherwise transact in certain securities. In addition, foreign withholding or other taxes could reduce
the income available to distribute to shareholders, and special U.S. tax considerations could apply to foreign (non-U.S.) investments.
Depositary receipts are subject to risks of foreign (non-U.S.) investments and might not always track the price of the underlying foreign
(non-U.S.) security. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in
one market, country or region may adversely impact investments or issuers in another market, country or region. Foreign (non-U.S.) investment
risks may be greater in developing and emerging markets than in developed markets.
The United Kingdom (the “UK”) left
the European Union (the “EU”) on January 31, 2020 (commonly known as “Brexit”) and entered into an 11-month transition
period during which the UK remained part of the EU single market and customs union, the laws of which govern the economic, trade, and
security relations between the UK and EU. The transition period concluded on December 31, 2020 and the UK left the EU single market and
customs union under the terms of a new trade agreement. The agreement governs the relationship between the UK and the EU with respect
to trading goods and services, but critical aspects of the relationship remain unresolved and subject to further negotiation and agreement.
Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the
UK and throughout Europe. There is considerable uncertainty about the potential consequences of Brexit and how the financial markets will
be affected. As this process unfolds, markets may be further disrupted. Given the size and importance of the UK’s economy, uncertainty
about its legal, political, and economic relationship with the remaining member states of the EU may continue to be a source of instability.
Foreign (non-U.S.) investment risks may be greater
in developing and emerging markets than in developed markets, for such reasons as social or political unrest, heavy economic dependence
on international aid, agriculture or exports (particularly commodities), undeveloped or overburdened infrastructures and legal systems,
vulnerability to natural disasters, significant and unpredictable government intervention in markets or the economy, volatile currency
exchange rates, currency devaluations, runaway inflation, business practices that depart from norms for developed countries, and generally
less developed or liquid markets. In certain emerging
ADDITIONAL INFORMATION
— PRINCIPAL RISKS (UNAUDITED) (CONTINUED)
market countries, governments participate to a
significant degree, through ownership or regulation, in their respective economies. Action by these governments could have a significant
adverse effect on market prices of securities and payments of dividends. The Public Company Accounting Oversight Board, which regulates
auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign (non-U.S.) countries. Investors in foreign
(non-U.S.) countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud
claims, and the ability of the SEC, the U.S. Department of Justice and other authorities to bring and enforce actions against foreign
(non-U.S.) issuers or persons is limited. Settlement and asset custody practices for transactions in emerging markets may differ from
those in developed markets. Such differences may include possible delays in settlement and certain settlement practices, such as delivery
of securities prior to receipt of payment, which increases the likelihood of a “failed settlement.” Failed settlements can
result in losses.
In addition, the Holding Foreign Companies Accountable
Act (the “HFCAA”) could cause securities of a foreign (non-U.S.) company, including American Depositary Receipts, to be delisted
from U.S. stock exchanges if the company does not allow the U.S. government to oversee the auditing of its financial information. Although
the requirements of the HFCAA apply to securities of all foreign (non-U.S.) issuers, the SEC has thus far limited its enforcement efforts
to securities of Chinese companies. If securities are delisted, the Fund’s ability to transact in such securities will be impaired,
and the liquidity and market price of the securities may decline. The Fund may also need to seek other markets in which to transact in
such securities, which could increase the Fund’s costs.
Investment Model: The Sub-Adviser’s
proprietary investment model may not adequately take into account existing or unforeseen market factors or the interplay between such
factors, and there is no guarantee that the use of a proprietary investment model will result in effective investment decisions for the
Fund. Proprietary investment models used by the Sub-Adviser to evaluate securities or securities markets are based on the Sub-Adviser’s
understanding of the interplay of market factors and do not assure successful investment. The markets, or the price of individual securities,
may be affected by factors not foreseen in the construction of the proprietary investment models. Volatility management techniques may
not always be successful in reducing volatility, may not protect against market declines, and may limit the Fund’s participation
in market gains, negatively impacting performance even during periods when the market is rising. During sudden or significant market rallies,
such underperformance may be significant. Moreover, volatility management strategies may
increase portfolio transaction costs, which may
increase losses or reduce gains. The Fund’s volatility may not be lower than that of the Fund’s Index during all market cycles
due to market factors. Funds that are actively managed, in whole or in part, according to a quantitative investment model (including models
that utilize artificial intelligence) can perform differently from the market, based on the investment model and the factors used in the
analysis, the weight placed on each factor, and changes from the factors’ historical trends. Mistakes in the construction and implementation
of the investment models (including, for example, data problems and/or software issues) may create errors or limitations that might go
undetected or are discovered only after the errors or limitations have negatively impacted performance.
Liquidity: If a security is illiquid, the
Fund might be unable to sell the security at a time when the Fund’s manager might wish to sell, or at all. Further, the lack of
an established secondary market may make it more difficult to value illiquid securities, exposing the Fund to the risk that the prices
at which it sells illiquid securities will be less than the prices at which they were valued when held by the Fund, which could cause
the Fund to lose money. The prices of illiquid securities may be more volatile than more liquid securities, and the risks associated with
illiquid securities may be greater in times of financial stress.
Manager: The Fund is subject to manager
risk because it is an actively managed investment portfolio. The Investment Adviser, the Sub-Adviser, or each individual portfolio manager
will apply investment techniques and risk analyses in making investment decisions, but there can be no guarantee that these will produce
the desired results. The loss of their services could have an adverse impact on the Investment Adviser’s or Sub-Adviser’s
ability to achieve the investment objectives. Many managers of equity funds employ styles that are characterized as “value”
or “growth.” However, these terms can have different applications by different managers. One manager’s value approach
may be different from that of another, and one manager’s growth approach may be different from that of another. For example, some
value managers employ a style in which they seek to identify companies that they believe are valued at a more substantial or “deeper
discount” to a company’s net worth than other value managers. Therefore, some funds that are characterized as growth or value
can have greater volatility than other funds managed by other managers in a growth or value style.
Market: The market values of securities
will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, market
disruptions caused by trade disputes or other factors, political developments, and other factors. Prices of equity securities tend to
rise and fall more dramatically
ADDITIONAL INFORMATION
— PRINCIPAL RISKS (UNAUDITED) (CONTINUED)
than those of debt instruments. Additionally, legislative,
regulatory or tax policies or developments may adversely impact the investment techniques available to a manager, add to costs, and impair
the ability of the Fund to achieve its investment objectives.
Market Capitalization: Stocks fall into
three broad market capitalization categories—large, mid, and small. Investing primarily in one category carries the risk that, due
to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear
to be greatly out of proportion to the valuations of mid- or small-capitalization companies, investors may migrate to the stocks of mid-
and small-sized companies causing a fund that invests in these companies to increase in value more rapidly than a fund that invests in
larger companies. Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product
lines, more limited financial resources, smaller management groups, more limited publicly available information, and a more limited trading
market for their stocks as compared with larger companies. As a result, stocks of mid- and small-capitalization companies may be more
volatile and may decline significantly in market downturns.
Market Disruption and Geopolitical: The
Fund is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets.
Due to the increasing interdependence among global economies and markets, conditions in one country, market, or region might adversely
impact markets, issuers and/or foreign exchange rates in other countries, including the United States. War, terrorism, global health crises
and pandemics, and other geopolitical events have led, and in the future may lead, to increased market volatility and may have adverse
short- or long-term effects on U.S. and world economies and markets generally. For example, the COVID-19 pandemic resulted in significant
market volatility, exchange suspensions and closures, declines in global financial markets, higher default rates, supply chain disruptions,
and a substantial economic downturn in economies throughout the world. The economic impacts of COVID-19 have created a unique challenge
for real estate markets. Many businesses have either partially or fully transitioned to a remote-working environment and this transition
may negatively impact the occupancy rates of commercial real estate over time. Natural and environmental disasters and systemic market
dislocations are also highly disruptive to economies and markets. In addition, military action by Russia in Ukraine has, and may continue
to, adversely affect global energy and financial markets and therefore could affect the value of the Fund’s investments, including
beyond the Fund’s direct exposure to Russian issuers or nearby geographic regions. The
extent and duration of the military action, sanctions,
and resulting market disruptions are impossible to predict and could be substantial. A number of U.S. domestic banks and foreign (non-U.S.)
banks have recently experienced financial difficulties and, in some cases, failures. There can be no certainty that the actions taken
by regulators to limit the effect of those financial difficulties and failures on other banks or other financial institutions or on the
U.S. or foreign (non-U.S.) economies generally will be successful. It is possible that more banks or other financial institutions will
experience financial difficulties or fail, which may affect adversely other U.S. or foreign (non-U.S.) financial institutions and economies.
These events as well as other changes in foreign (non-U.S.) and domestic economic, social, and political conditions also could adversely
affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment,
and other factors affecting the value of the Fund’s investments. Any of these occurrences could disrupt the operations of the Fund
and of the Fund’s service providers.
Operational: The Fund, its service providers,
and other market participants increasingly depend on complex information technology and communications systems to conduct business functions.
These systems are subject to a number of different threats or risks that could adversely affect the Fund and its shareholders, despite
the efforts of the Fund and its service providers to adopt technologies, processes, and practices intended to mitigate these risks. Cyber-attacks,
disruptions, or failures that affect the Fund’s service providers, counterparties, market participants, or issuers of securities
held by the Fund may adversely affect the Fund and its shareholders, including by causing losses or impairing the Fund’s operations.
Information relating to the Fund’s investments has been and will in the future be delivered electronically, which can give rise
to a number of risks, including, but not limited to, the risks that such communications may not be secure and may contain computer viruses
or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with, without the knowledge
of the sender or the intended recipient.
Option Writing: When the Fund writes a covered
call option on a security, it assumes the risk that it must sell the underlying security at an exercise price that may be lower than the
market price of the security, and it gives up the opportunity to profit from a price increase in the underlying security above the exercise
price. In addition, the Fund continues to bear the risk of a decline in the value of the underlying security.
When the Fund writes an index call option, it
assumes the risk that it must pay the purchaser of the option a cash payment equal to any appreciation in the value of the index over
the strike price of the call option during the option’s
ADDITIONAL INFORMATION
— PRINCIPAL RISKS (UNAUDITED) (CONTINUED)
term. While the amount of the Fund’s potential
loss is offset by the premium received when the option was written, the amount of the loss is theoretically unlimited. When writing a
covered call option, the Fund may be unable to sell the underlying security during the term of the option, including to take advantage
of new investment opportunities. If a covered call option written by the Fund expires unexercised, the Fund will realize a capital gain
equal to the premium received at the time the option was written; however, in return for the premium received, the Fund gives up the opportunity
to profit from any price increase in the underlying security above the exercise price during the term of the option, and, as long as its
obligation under such call option continues, has retained the risk of loss should the price of the underlying security decline.
There can be no assurances that the option strategy
will be effective and that the Fund will be able to exercise a transaction at a desirable price and time.
Other Investment Companies: The main risk
of investing in other investment companies, including exchange-traded funds (“ETFs”), is the risk that the value of the securities
underlying an investment company might decrease. Shares of investment companies that are listed on an exchange may trade at a discount
or premium from their net asset value. You will pay a proportionate share of the expenses of those other investment companies (including
management fees, administration fees, and custodial fees) in addition to the expenses of the Fund. The investment policies of the other
investment companies may not be the same as those of the Fund; as a result, an investment in the other investment companies may be subject
to additional or different risks than those to which the Fund is typically subject.
ETFs are exchange-traded investment companies that
are, in many cases, designed to provide investment results corresponding to an index. Additional risks of investments in ETFs include:
(i) an active trading market for an ETF’s shares may not develop or be maintained; or (ii) trading may be halted if the listing
exchanges’ officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit
breakers” (which are tied to large decreases in stock prices) halts trading generally. Other investment companies include Holding
Company Depositary Receipts (“HOLDRs”). Because HOLDRs concentrate in the stocks of a particular industry, trends in that
industry may have a dramatic impact on their value. In addition, shares of ETFs may trade at a premium or discount to net asset value
and are subject to secondary market trading risks. Secondary markets may be subject to irregular trading activity, wide bid/ask spreads,
and extended trade settlement periods in times of market stress because market makers and authorized participants may step away from making
a market in an ETF’s shares,
which could cause a material decline in the ETF’s
net asset value.
Securities Lending: Securities lending involves
two primary risks: “investment risk” and “borrower default risk.” When lending securities, the Fund will receive
cash or U.S. government securities as collateral. Investment risk is the risk that the Fund will lose money from the investment of the
cash collateral received from the borrower. Borrower default risk is the risk that the Fund will lose money due to the failure of a borrower
to return a borrowed security. Securities lending may result in leverage. The use of leverage may exaggerate any increase or decrease
in the net asset value, causing the Fund to be more volatile. The use of leverage may increase expenses and increase the impact of the
Fund’s other risks.
The Fund seeks to minimize investment risk by
limiting the investment of cash collateral to high-quality instruments of short maturity. In the event of a borrower default, the Fund
will be protected to the extent the Fund is able to exercise its rights in the collateral promptly and the value of such collateral is
sufficient to purchase replacement securities. The Fund is protected by its securities lending agent, which has agreed to indemnify the
Fund from losses resulting from borrower default.
ADDITIONAL INFORMATION
(UNAUDITED)
The following information is a summary of certain
changes since February 29, 2024. The information may not reflect all of the changes that have occurred since you purchased the Fund. During
the period, there were no material changes in the Fund’s investment objective or fundamental policies. During the period, there
have been changes to the portfolio management team. Effective March 1, 2024, Peg DiOrio was removed as one of the portfolio managers to
the Fund. In addition, effective December 31, 2023, Paul Zemsky retired from Voya Investment Management Co. LLC and is no longer one of
the portfolio managers to the Fund. Lastly, effective September 30, 2023, Susanna Jacob was added as a portfolio manager to the Fund.
The Fund may lend portfolio securities in an amount
equal to up to 33 1/3% of its managed assets to broker dealers or other institutional borrowers, in exchange for cash collateral and fees.
The Fund may use the cash collateral in connection with the Fund’s investment program as approved by the Investment Adviser, including
generating cash to cover collateral posting requirements. Although the Fund has no current intention to do so, it may use the cash collateral
to generate additional income. The use of cash collateral in connection with the Fund’s investment program may have a leveraging
effect on the Fund, which would increase the volatility of the Fund and could reduce its returns and/or cause a loss.
The Fund intends to engage in lending portfolio
securities only when such lending is secured by cash or other permissible collateral in an amount at least equal to the market value of
the securities loaned. The Fund will maintain cash, cash equivalents or liquid securities holdings in an amount sufficient to cover its
repayment obligation with respect to the collateral, marked to market on a daily basis.
Securities lending involves the risks of delay
in recovery or even loss of rights in the securities loaned if the borrower of the securities fails financially. Loans will be made only
to organizations whose credit quality or claims paying ability is considered by the sub-advisers to be at least investment grade. The
financial condition of the borrower will be monitored by the Investment Adviser on an ongoing basis. The Fund will not lend portfolio
securities subject to a written American style covered call option contract. The Fund may lend portfolio securities subject to a written
European style covered call option contract as long as the lending period is less than or equal to the term of the covered call option
contract.
Dividend Reinvestment Plan
Unless the registered owner of Common Shares elects
to receive cash by contacting Computershare Shareowner Services LLC (the “Plan Agent”), all dividends declared on Common Shares
of the Fund will be automatically reinvested by the Plan Agent for shareholders in additional
Common Shares of the Fund through the Fund’s
Dividend Reinvestment Plan (the “Plan”). Shareholders who elect not to participate in the Plan will receive all dividends
and other distributions in cash paid by check mailed directly to the shareholder of record (or, if the Common Shares are held in street
or other nominee name, then to such. nominee) by the Plan Agent. Participation in the Plan is completely voluntary and may be terminated
or resumed at any time without penalty by notice if received and processed by the Plan Agent prior to the dividend record date; otherwise
such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers
may automatically elect to receive cash on your behalf and may re-invest that cash in additional Common Shares of the Fund for you. If
you wish for all dividends declared on your Common Shares of the Fund to be automatically reinvested pursuant to the Plan, please contact
your broker.
The Plan Agent will open an account for each Common
Shareholder under the Plan in the same name in which such Common Shareholder’s Common Shares are registered. Whenever the Fund declares
a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and
participants in the Plan will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Agent for the participants’
accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares
from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open market (“Open-Market
Purchases”) on the NYSE or elsewhere. Open-market purchases and sales are usually made through a broker affiliated with the Plan
Agent.
If, on the payment date for any Dividend, the closing
market price plus estimated brokerage commissions per Common Share is equal to or greater than the NAV per Common Share, the Plan Agent
will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares
to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per Common
Share on the payment date; provided that, if the NAV is less than or equal to 95% of the closing market value on the payment date, the
dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment
date for any Dividend, the NAV per Common Share is greater than the closing market value plus estimated brokerage commissions, the Plan
Agent will invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases. In the event of
a market discount on the payment date
ADDITIONAL INFORMATION
(UNAUDITED) (CONTINUED)
for any Dividend, the Plan Agent will have until
the last business day before the next date on which the Common Shares trade on an “ex-dividend” basis or 30 days after the
payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares
acquired in Open-Market Purchases.
The Fund pays monthly Dividends. Therefore, the
period during which Open-Market Purchases can be made will exist only from the payment date of each Dividend through the date before the
next “ex-dividend” date, which typically will be approximately ten days.
If, before the Plan Agent has completed its Open-Market
Purchases, the market price per common share exceeds the NAV per Common Share, the average per Common Share purchase price paid by the
Plan Administrator may exceed the NAV of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had
been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market
Purchases, the Plan provides that if the Plan Agent is unable to invest the full Dividend amount in Open-Market Purchases during the purchase
period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making Open-Market Purchases
and will invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at the NAV per common share at the close of
business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% of the then current market price per Common
Share, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.
The Plan Agent maintains all shareholders’
accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders
for tax records. Common Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant,
and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy
solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.
In the case of shareholders such as banks, brokers
or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number
of Common Shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who
participate in the Plan.
There will be no brokerage charges with respect
to Common Shares issued directly by the Fund. However,
each participant will pay a pro rata share of brokerage
commissions incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of
any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a
partial or full sale of shares through the Plan Agent are subject to a $15.00 sales fee and a $0.10 per share brokerage commission on
purchases or sales, and may be subject to certain other service charges.
The Fund reserves the right to amend or terminate
the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right
to amend the Plan to include a service charge payable by the participants.
All questions concerning the Plan or a request
to terminate participation should be directed to the Fund’s Shareholder Service Department at (800) 992-0180.
Application of Control Share Provisions of the
Delaware Statutory Trust Act
Under Delaware law, which became automatically
applicable to listed closed-end funds such as the Fund upon its effective date of August 1, 2022 (the “DSTA Control Share Statute”),
if a shareholder acquires direct or indirect ownership or power to direct the voting of shares of the Fund in an aggregate amount that
equals or exceeds certain percentage thresholds specified under the DSTA Control Share Statute (beginning at 10% or more of the Fund’s
shares) (“control share acquisitions”), the shareholder’s ability to vote certain of these shares will be limited by
operation of state law unless action is taken by the Board of Trustees or by a vote of shareholders of the Fund to exempt such shares
from the provisions of the statute. The DSTA Control Share Statute requires shareholders to disclose to the Fund any control share acquisition
within 10 days of such acquisition. The Fund may have no or only a limited ability to identify when a control share acquisition has occurred
absent notice from a shareholder of a control share acquisition. Shareholders should consult their own counsel with respect to the application
of the DSTA Control Share Statute to any particular circumstance.
Key Financial Dates — Calendar 2024 Distributions:
Declaration
Date |
Ex
Date |
Record
Date |
Payable
Date |
March
15, 2024 |
April
1, 2024 |
April
2, 2024 |
April
15, 2024 |
April
15, 2024 |
May
1, 2024 |
May
2, 2024 |
May
15, 2024 |
May
15, 2024 |
June
3, 2024 |
June
3, 2024 |
June
17, 2024 |
June
17, 2024 |
July
1, 2024 |
July
1, 2024 |
July
15, 2024 |
July
15, 2024 |
August
1, 2024 |
August
1, 2024 |
August
15, 2024 |
August
15, 2024 |
September
3, 2024 |
September
3, 2024 |
September
16, 2024 |
September
16, 2024 |
October
1, 2024 |
October
1, 2024 |
October
15, 2024 |
October
15, 2024 |
November
1, 2024 |
November
1, 2024 |
November
15, 2024 |
November 15, 2024 |
December 2, 2024 |
December 2, 2024 |
December 16, 2024 |
December 16, 2024 |
December 30, 2024 |
December 30, 2024 |
January 15, 2025 |
ADDITIONAL INFORMATION
(UNAUDITED) (CONTINUED)
Record date will be one business day after each
Ex-Dividend Date. These dates are subject to change.
Stock Data
The Fund’s common shares are traded on the
NYSE (Symbol: IGA).
Repurchase of Securities by Closed-End Companies
In accordance with Section 23(c) of the 1940 Act,
and Rule 23c-1 under the 1940 Act, the Fund may from time to time purchase shares of beneficial interest of the Fund in the open market,
in privately negotiated transactions and/or purchase shares to correct erroneous transactions.
Number of Shareholders
The number of record holders of common stock as
of February 29, 2024 was 11, which does not include
approximately 8,936 beneficial owners of shares
held in the name of brokers or other nominees.
Certifications
In accordance with Section 303A.12 (a) of the New
York Stock Exchange Listed Company Manual, the Fund’s CEO submitted the Annual CEO Certification on July 24, 2023 certifying that
he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate governance listing standards. In addition,
as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and financial
officers have made quarterly certifications, included in filings with the SEC on Form N-CSR, relating to, among other things, the Fund’s
disclosure controls and procedures and internal controls over financial reporting.
[This Page Intentionally Left Blank]
[This Page Intentionally Left Blank]
[This Page Intentionally Left Blank]
Investment Adviser |
Independent Registered Public Accounting Firm |
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite
100
Scottsdale, Arizona 85258 |
Ernst & Young LLP
200 Clarendon
Street
Boston, Massachusetts 02116 |
|
|
Transfer Agent |
Custodian |
Computershare, Inc.
480 Washington Boulevard
Jersey City, New Jersey 07310-1900 |
The Bank of New York Mellon
225 Liberty
Street
New York, New York 10286 |
|
|
|
Legal Counsel |
|
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199 |
Toll-Free Shareholder Information
Call us from 9:00 a.m. to 7:00 p.m. Eastern
Time on any business day for account or other information at (800) 992-0180.
RETIREMENT | INVESTMENTS | INSURANCE |
|
voyainvestments.com |
|
|
163064
(0224) |
(b) Not applicable.
Item 2. Code of Ethics.
As of the end of the period covered by this report,
Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive
officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant
did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code
of ethics is filed herewith pursuant to Item 13(a)(1), Ex-99.CODE ETH.
Item 3. Audit Committee Financial Expert.
The Board of Trustees has determined that Colleen D.
Baldwin, Martin J. Gavin, and Christopher P. Sullivan are audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Baldwin,
Mr. Gavin, and Mr. Sullivan are “independent” for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Below are the amount of fees that Ernst & Young LLP (“EY”),
the Registrant’s current Independent Registered Public Accounting Firm, billed and paid to the Fund during the Fund’s fiscal
years ended February 29, 2024 and February 28, 2023.
| (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 29, 2024 and $26,770 for the year ended February 28, 2023. |
| (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 29, 2024 and $0 for the year ended February 28, 2023. |
| (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 $7,995 for the year ended February 29, 2024 and $7,800 for the year ended February
28, 2023. 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 29, 2024 and $0
for the year ended February 28, 2023. |
| (e)(1) | Audit Committee Pre-Approval Policies and Procedures |
Appendix A
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY
I. Statement
of Principles
Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit
Committee of the Board of Directors or Trustees (the “Committee”) of the Voya funds (each a “Fund,” collectively,
the “Funds”) set out on Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”)
is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee
must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does
not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which
sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.
Under Securities and Exchange Commission (“SEC”) rules promulgated
in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit services. The Committee
may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve
specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated
in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’
independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval
by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s
specific pre-approval.
For both types of approval, the Committee considers whether the subject
services are consistent with the SEC’s rules on auditor independence and that such services are compatible with maintaining
the auditors independence. The Committee also considers whether a particular audit firm is in the best position to provide effective and
efficient services to the Funds. Reasons that the auditors are in the best position include the auditors’ familiarity with the Funds’
business, personnel, culture, accounting systems, risk profile, and other factors, and whether the services will enhance the Funds’
ability to manage and control risk or improve audit quality. Such factors will be considered as a whole, with no one factor being determinative.
The appendices attached to this Policy describe the audit, audit-related,
tax-related, and other services that have the Committee’s general pre-approval. For any service that has been approved through general
pre-approval, the general pre-approval will remain in place for a period 12 months from the date of pre-approval, unless the Committee
determines that a different period is appropriate. The Committee will annually review and pre-approve the services that may be provided
by the independent auditors without specific pre-approval. The Committee will revise the list of services subject to general pre-approval
as appropriate. This Policy does not serve as a delegation to Fund management of the Committee’s duty to pre-approve services performed
by the Funds’ independent auditors.
II. Audit
Services
The annual audit services engagement terms and fees are subject to
the Committee’s specific pre-approval. Audit services are those services that are normally provided by auditors in connection with
statutory and regulatory filings or engagements or those that generally only independent auditors can reasonably provide. They include
the Funds’ annual financial statement audit and procedures that the independent auditors must perform in order to form an opinion
on the Funds’ financial statements (e.g., information systems and procedural reviews and testing). The Committee will monitor
the audit services engagement and approve any changes in terms, conditions or fees deemed by the Committee to be necessary or appropriate.
The Committee may grant general pre-approval to other audit services,
such as statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the
SEC or issued in connection with securities offerings.
The Committee has pre-approved the audit services listed on Appendix
A. The Committee must specifically approve all audit services not listed on Appendix A.
III. Audit-related
Services
Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or the review of the Funds’ financial statements or are traditionally performed
by the independent auditors. The Committee believes that the provision of audit-related services will not impair the independent auditors’
independence, and therefore may grant pre-approval to audit-related services. Audit-related services include accounting consultations
related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding
and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures
relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters;
and assistance with internal control reporting requirements under Form N-CEN or Form N-CSR.
The Committee has pre-approved the audit-related services listed on
Appendix B. The Committee must specifically approve all audit-related services not listed on Appendix B.
IV. Tax
Services
The Committee believes the independent auditors can provide tax services
to the Funds, including tax compliance, tax planning, and tax advice, without compromising the auditors’ independence. Therefore,
the Committee may grant general pre-approval with respect to tax services historically provided by the Funds’ independent auditors
that do not, in the Committee’s view, impair auditor independence and that are consistent with the SEC’s rules on auditor
independence.
The Committee will not grant pre-approval if the independent auditors
initially recommends a transaction the sole business purpose of which is tax avoidance and the tax treatment of which may not be supported
in the Internal Revenue Code and related regulations. The Committee may consult
outside counsel to determine that tax planning and reporting positions
are consistent with this Policy.
The Committee has pre-approved the tax-related services listed on Appendix
C. The Committee must specifically approve all tax-related services not listed on Appendix C.
V. Other
Services
The Committee believes it may grant approval of non-audit services
that are permissible services for independent auditors to a Fund. The Committee has determined to grant general pre-approval to other
services that it believes are routine and recurring, do not impair auditor independence, and are consistent with SEC rules on auditor
independence.
The Committee has pre-approved the non-audit services listed on Appendix
D. The Committee must specifically approve all non-audit services not listed on Appendix D.
A list of the SEC’s prohibited non-audit services is attached
to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions
of these impermissible services and the applicability of exceptions to certain of the SEC’s prohibitions.
VI. Pre-approval
of Fee levels and Budgeted Amounts
The Committee will annually establish pre-approval fee levels or budgeted
amounts for audit, audit-related, tax and non-audit services to be provided to the Funds by the independent auditors. Any proposed services
exceeding these levels or amounts require the Committee’s specific pre-approval. The Committee considers fees for audit and non-audit
services when deciding whether to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the appropriate
ratio between the total amount of fees for the Fund’s audit, audit-related, and tax services (including fees for services provided
to Fund affiliates that are subject to pre-approval), and the total amount of fees for certain permissible non-audit services for the
Fund classified as other services (including any such services provided to Fund affiliates that are subject to pre-approval).
VII. Procedures
Requests or applications for services to be provided by the independent
auditors will be submitted to management. If management determines that the services do not fall within those services generally pre-approved
by the Committee and set out in the appendices to these procedures, management will submit the services to the Committee or its delagee.
Any such submission will include a detailed description of the services to be rendered. Notwithstanding this paragraph, the Committee
will, on a quarterly basis, receive from the independent auditors a list of services provided for the previous calendar quarter on a cumulative
basis by the auditors during the Pre-Approval Period.
VIII. Delegation
The Committee may delegate pre-approval authority to one or more of
the Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions,
including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval
authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless
the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee
or at the option of the member.
IX. Additional
Requirements
The Committee will take any measures the Committee deems necessary
or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may
include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the
Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring
independence.
Last Approved: November 16, 2023
Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2024 through December 31, 2024
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, 2024 through December 31, 2024
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, 2024 through December 31, 2024
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, 2024 through December 31, 2024
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, 2024 through December 31, 2024
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, 2024 to December 31, 2024
| ● | 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 29, 2024 and February 28, 2023; 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 | |
2024 | | |
2023 | |
Voya Global Advantage and Premium Opportunity Fund | |
$ | 7,995 | | |
$ | 7,800 | |
Voya Investments, LLC (1) | |
$ | 21,656,780 | | |
$ | 10,659,560 | |
(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 5. Audit Committee of Listed Registrants.
| a. | The registrant has a separately-designated standing audit committee.
The members are Colleen D. Baldwin, Martin J. Gavin, and Christopher P. Sullivan. |
Item 6. Schedule of Investments.
| (a) | Schedule is included as part of the report to shareholders filed
under Item 1 of this Form. |
Item 7. Disclosure of Proxy Voting Policies and
Procedures for Closed-End Management Investment Companies.
PROXY
VOTING 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:
Vincent Costa
is chief investment officer, equities at Voya Investment Management and also 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.
Steven Wetter
is a portfolio manager on the 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.
Susanna
Jacob is head of strategy research for Multi-Asset Strategies and Solutions (MASS) at Voya Investment Management, responsible for
research and design for multi-asset and systematic strategies. Previously at Voya, she was a quantitative strategist for MASS. Prior to
joining Voya, Susanna was part of the startup investment team at Quadratic Capital, founded as a multi-asset absolute return global macro
strategy, responsible for bottom-up quantitative modelling and investment insights. Prior to that, Susanna was a director at BlackRock,
where her responsibilities included systematic trading processes, leveraging high frequency insights and contributing to innovative quantitative
research for the scientific active equity and global macro portfolios. Previously, she worked at Citadel, developing and enhancing research
and implementation of derivatives trading strategies, and at Goldman Sachs, where she helped transform the quantitative efforts in algorithmic
trading for institutional investors. Susanna earned an MBA in finance from New York University's Stern School of Business and a BE in
instrumentation technology with honors from University of Mysore (India).
Justin
Montminy is a portfolio manager for the closed end equity funds and a quantitative analyst on the quantitative equity team at Voya
Investment Management. Prior to joining Voya, he was a treasury associate with Citadel LLC, focusing on repo financing and cash management.
Justin earned an MBA in finance from New York University Stern School of Business and a BS in finance from the University of Illinois
at Urbana-Champaign. He is a CFA® Charterholder.
(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 29, 2024, unless otherwise indicated.
Voya Global Advantage and Premium Opportunity Fund
(IGA)
|
|
Mutual Funds
Registered Investment Companies |
|
|
Other Pooled Investment Vehicles |
|
|
Other Accounts |
|
Portfolio Managers |
|
Number of Accounts |
|
Total Assets |
|
|
Number of Accounts |
|
Total Assets |
|
|
Number of Accounts |
|
Total Assets |
|
Steven Wetter |
|
35 |
|
$ |
26,932,428,773 |
|
|
9 |
|
$ |
101,612,803 |
|
|
3 |
|
$ |
469,974,042 |
|
Vincent Costa |
|
22 |
|
$ |
9,918,708,973 |
|
|
32 |
|
$ |
562,185,437 |
|
|
18 |
|
$ |
894,992,999 |
|
Susanna Jacob |
|
5 |
|
|
981,994,134 |
|
|
0 |
|
$ |
0 |
|
|
0 |
|
$ |
0 |
|
Justin Montminy |
|
5 |
|
|
981,994,134 |
|
|
0 |
|
$ |
0 |
|
|
0 |
|
$ |
0 |
|
(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, VIM has adopted
policies and procedures reasonably designed to address the potential conflicts of interest described above.
Finally, a potential conflict of interest may
arise because the investment mandates for certain other accounts, such as hedge funds, may allow extensive use of short sales which, in
theory, could allow them to enter into short positions in securities where other accounts hold long positions. Voya IM has policies and
procedures reasonably designed to limit and monitor short sales by the other accounts to avoid harm to the Fund.
(a)(3) Compensation
Compensation consists of: (i) a fixed base salary;
(ii) a bonus, which is based on Voya IM performance, one-, three-, and five-year pre-tax performance of the accounts the portfolio managers
are primarily and jointly responsible for relative to account benchmarks, peer universe performance, and revenue growth and net cash flow
growth (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments) of the
accounts they are responsible for; and (iii) long-term equity awards tied to the performance of our parent company, Voya Financial, Inc.
and/or a notional investment in a predefined set of Voya IM sub-advised funds.
Portfolio managers are also eligible to receive
an annual cash incentive award delivered in some combination of cash and a deferred award in the form of Voya stock. The overall design
of the annual incentive plan was developed to tie pay to both performance and cash flows, structured in such a way as to drive performance
and promote retention of top talent. As with base salary compensation, individual target awards are determined and set based on external
market data and internal comparators. Investment performance is measured on both relative and absolute performance in all areas.
The measures for each team are outlined on a “scorecard”
that is reviewed on an annual basis. These scorecards measure investment performance versus benchmark and peer groups over one-, three-,
and five-year periods; and year-to-date net cash flow (changes in the accounts’ net assets not attributable to changes in the value
of the accounts’ investments) for all accounts managed by each team. The results for overall Voya IM scorecards are typically calculated
on an asset weighted performance basis of the Investment professionals’ performance measures for bonus determinations are weighted
by 25% being attributable to the overall Voya IM performance and 75% attributable to their specific team results (65% investment performance,
5% net cash flow, and 5% revenue growth).
Voya IM’s long-term incentive plan is designed
to provide ownership-like incentives to reward continued employment and to link long-term compensation to the financial performance of
the business. Based on job function, internal comparators and external market data, employees may be granted long-term awards. All senior
investment professionals participate in the long-term compensation plan. Participants receive annual awards determined by the management
committee based largely on investment performance and contribution to firm performance. Plan awards are based on the current year’s
performance as defined by the Voya IM component of the annual incentive plan. Awards typically include a combination of performance shares,
which vest ratably over a three-year period, and Voya restricted stock and/or a notional investment in a predefined set of Voya IM sub-advised
funds, each subject to a three-year cliff-vesting schedule.
If a portfolio manager’s base salary compensation
exceeds a particular threshold, he or she may participate in Voya’s deferred compensation plan. The plan provides an opportunity
to invest deferred amounts of compensation in mutual funds, Voya stock or at an annual fixed interest rate. Deferral elections are done
on an annual basis and the amount of compensation deferred is irrevocable.
(a)(4) Ownership of Securities
The following table shows the dollar range of
shares of the Fund owned by each team member as of February 29, 2024, 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 |
Vincent Costa | |
None |
Susanna Jacob | |
None |
Justin Montminy | |
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, 2023 | |
| 101,979 | | |
$ | 8.57 | | |
| 101,979 | | |
| 1,108,236 | |
April 1-30, 2023 | |
| 100,170 | | |
$ | 8.44 | | |
| 100,170 | | |
| 1.576,543 | |
May 1-31, 2023 | |
| 49,543 | | |
$ | 8.36 | | |
| 49,543 | | |
| 1,527,000 | |
June 1-30, 2023 | |
| 66,546 | | |
$ | 8.29 | | |
| 66,546 | | |
| 1,460,454 | |
July 1-31, 2023 | |
| 0 | | |
$ | 0.00 | | |
| 0 | | |
| 1,460,454 | |
Aug 1-31, 2023 | |
| 0 | | |
$ | 0.00 | | |
| 0 | | |
| 1,460,454 | |
Sept 1-30, 2023 | |
| 64,403 | | |
$ | 8.37 | | |
| 64,403 | | |
| 1,396,051 | |
Oct 1-31, 2023 | |
| 76,376 | | |
$ | 7.99 | | |
| 76,376 | | |
| 1,319,675 | |
Nov 1-30, 2023 | |
| 67,003 | | |
$ | 8.14 | | |
| 67,003 | | |
| 1,252,672 | |
Dec 1-31, 2023 | |
| 0 | | |
$ | 0.00 | | |
| 0 | | |
| 1,252,672 | |
Jan 1-31, 2024 | |
| 0 | | |
$ | 0.00 | | |
| 0 | | |
| 1,252,672 | |
Feb 1-28, 2024 | |
| 0 | | |
$ | 0.00 | | |
| 0 | | |
| 1,252,672 | |
Total | |
| 526,020 | | |
| | | |
| 526,020 | | |
| | |
*Effective April 1, 2023, the Registrant announced the Fund
could purchase up to 10% of its stock in open-market transactions through March 31, 2024.
Item 10. Submission of Matters to a Vote of Security
Holders.
There have been no material changes to the procedures
by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after
the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required
by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation
of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant
is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR
are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information
for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR. |
| (b) | There were no significant changes in the registrant’s internal controls that occurred during the
period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting. |
Item
12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
The Bank of New York Mellon serves as the securities lending agent.
As the securities lending agent, The Bank of New York Mellon administers the securities lending program.
The following table provides the dollar amounts of income and fees/compensation
related to the securities lending activities of the Fund for its most recent fiscal year. There are no fees paid to the securities lending
agent for cash collateral management services, administrative fees, indemnification fees, or other fees.
Fund |
Gross
securities
lending
income |
Fees paid to
securities lending
agent from revenue
split |
Positive
Rebate |
Negative
Rebate |
Net
Rebate |
Total Aggregate
fees/compensation
paid to securities
lending agent or
broker |
Net
Securities
Income |
Voya Global Advantage and Premium Opportunity Fund |
None |
None |
None |
None |
None |
None |
None |
Item 13. Exhibits.
| (c) | Notices
to the registrant's common shareholders in accordance with the order under Section 6(c) of the Investment Company Act of 1940
(the “1940 Act”) granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 under the 1940 Act, dated August
16, 2011.1 |
(c)(1) 2nd Qtr 2023
(c)(2) 3rd Qtr 2023
(c)(3) 4th Qtr 2023
(c)(4) 1st Qtr 2024
| 1 | The
Fund has received exemptive relief from the Securities and Exchange Commission permitting it to make periodic distributions of long-term
capital gains with respect to its outstanding common stock as frequently as twelve times each year, and as frequently as distributions
are specified by or in accordance with the terms of its outstanding preferred stock. This relief is conditioned, in part, on an undertaking
by the Fund to make the disclosures to the holders of the Fund's common shares, in addition to the information required by Section
19(a) of the 1940 Act and Rule 19a-1 thereunder. The Fund is likewise obligated to file with the SEC the information contained in any
such notice to shareholders and, in that regard, has attached hereto copies of each such notice made during the period. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(Registrant): Voya Global
Advantage and Premium Opportunity Fund
By |
/s/ Andy Simonoff |
|
|
Andy Simonoff |
|
|
Chief Executive Officer |
|
Date: May 9, 2024
Pursuant to the requirements
of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By |
/s/ Andy Simonoff |
|
|
Andy Simonoff |
|
|
Chief Executive Officer |
|
Date: May 9, 2024
By |
/s/ Todd Modic |
|
|
Todd Modic |
|
|
Senior Vice President and Chief Financial Officer |
|
Date: May 9, 2024
EX-99.CODE ETH
VOYA MUTUAL FUNDS
SARBANES-OXLEY ACT
CODE OF ETHICS
The Boards of Directors/Trustees (collectively,
the “Board”) of the Voya mutual funds (each a “Fund,” and collectively, the “Funds”) set forth on
Exhibit A hereto, as such exhibit may be amended from time to time, have adopted this code of ethics (the “Code”) in
connection with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 (the “Act) concerning disclosure of a code of
ethics for the principal executive officer, the principal financial officer, the principal accounting officer or controller, and persons
performing similar functions (regardless of whether they are employed by a Fund or a third party) of the Funds (the “Covered Officers”).
For the purposes of this Code, the chief executive officer and the chief financial officer of the Funds are the Covered Officers for the
Funds.
| B. | Policy and Purpose; Conflicts with Law and Policy |
1. Policy and Purpose
It is the policy of the Funds to conduct their
affairs in an honest and ethical manner, and to comply with all applicable laws, rules and regulations. The purpose of this Code is to
assist in the accomplishment of the foregoing policy, to deter wrongdoing and to promote:
| a. | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional
relationships. |
| b. | Full, fair, accurate, timely and understandable disclosure in reports and documents that a Fund files with, or submits to, the Securities
and Exchange Commission (the “SEC”) and in other public communications made by a Fund. |
| c. | Compliance with applicable laws and governmental rules and regulations. |
| d. | The prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code. |
| e. | Accountability for adherence to this Code. |
2. Conflicts with Law and Policy
If any part of this Code, or if
compliance with any part of this Code, violates or is in conflict with any applicable law, the provisions of such applicable law shall
control. If any part of this Code, or if compliance with any part of this Code, violates or is in conflict with any policy or practice
of the Funds or of any service provider to the Funds, the provisions of this Code shall control.
Each Covered Officer shall adhere to a high standard of business
ethics in his or her dealings with and on behalf of a Fund. Specifically, each Covered Officer shall:
| 1. | Conduct himself or herself in an honest and ethical manner when dealing with or on behalf of a Fund. |
| 2. | Refrain from engaging in any activity that would compromise his or her professional ethics or otherwise prejudice his or her ability
faithfully to carry out his or her duties to the Funds. |
| 3. | Refrain from using or appearing to use material non-public information acquired in the course of his or her work for the Funds for
unethical or illegal advantage, either directly or indirectly through others. |
| 4. | Place the interests of the Funds and their shareholders before his or her personal interests, and handle actual or apparent conflicts
of interest between his or her personal interests and the interests of a Fund in an ethical manner. |
| 5. | Be familiar with the disclosure requirements generally applicable to the Funds and take all reasonable actions, consistent with his
or her position(s) with a Fund and/or a Fund’s service provider(s) to ensure full, fair, accurate, timely and understandable disclosure
in reports and documents that a Fund files with, or submits to, the SEC or other governmental authorities, and in other public communications
made by a Fund. |
| 6. | Comply with applicable laws and governmental rules and regulations in his or her dealings with or on behalf of a Fund, and take all
reasonable actions, consistent with his or her position(s) with a Fund and/or a Fund’s service provider(s), to ensure compliance
by the Fund with applicable laws and governmental rules and regulations. |
| 7. | Take all reasonable actions, consistent with his or her position(s) with a Fund and/or a Fund’s service provider(s), to ensure
prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code. |
| 8. | Not knowingly misrepresent, or knowingly cause or permit others to misrepresent, facts about a Fund to a Fund’s shareholders,
directors, counsel or auditors, to governmental regulators or self-regulatory organizations, or to the public. |
| 9. | Consult with other officers and employees of a Fund, and its adviser(s), administrator and principal underwriter, with the goal of
promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to,
the SEC and in other public communications made by the Funds. |
| 10. | Promote compliance by the Funds with the standards and restrictions imposed by applicable laws, rules and regulations. |
| 11. | Not influence investment decisions or financial or other reporting by the Fund whereby the Covered Officer would benefit personally. |
| 12. | Not cause a Fund to take an action, or fail to take an action, whereby the Covered Officer would benefit personally. |
| 13. | Not retaliate or take any adverse action against, or cause or permit any retaliation or adverse action to be taken against, any other
Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations of this Code or of applicable
laws and governmental rules and regulations that are made in good faith. |
1. Conflicts
of Interest
For the purposes of this Code (i) an “actual
conflict of interest” is a situation in which a Covered Officer, a member of a Covered Officer’s immediate family, or an entity
other than a Fund on whose behalf a Covered Officer is acting or from which a Covered Officer may receive compensation or other personal
benefit, has an interest in a transaction or the results of a transaction in which a Fund is involved that is different from the interests
of the Fund with regard to that same transaction, and (ii) an “apparent conflict of interest” is a situation in which a Covered
Officer, a member of a Covered Officer’s immediate family, or an entity other than a Fund on whose behalf a Covered Officer is acting
or from which a Covered Officer may receive compensation or other personal benefit, appears to have an actual conflict of interest, without
regard to whether an actual conflict of interest in fact exists. (1)
These inherent conflicts of interest are known
to and understood by the Funds and the Board, and the Board has determined that the existence of these conflicts of interest is consistent
with the performance by the Covered Officers of their duties as officers of the Fund. Therefore, the fact that a Covered Officer acts
primarily or exclusively on behalf of a party other than a Fund with regard to a transaction that is covered by such inherent conflicts
of interest shall not ipso facto cause such conduct to be in violation of the requirements of this Code. Absent specific dishonest
or unethical conduct in such a transition, the actions by a Covered Officer in such regard shall be deemed to be honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Notwithstanding the foregoing, an actual conflict
of interest shall not include situations that are covered by law or by the Funds’ and an investment adviser’s code of ethics
required under Rule 17j-1 of the Investment Company Act of 1940.(2)
(1)
Certain actual conflicts of interest are inherent in the relationship between a Fund and a Covered Officer who is employed by the Fund’s
investment adviser, administrator or principal underwriter. As a result, this Code recognizes that Covered Officers will, in the normal
course of their duties (whether acting on behalf of a Fund or on behalf of the adviser, administrator or principal underwriter, or for
a combination thereof), be involved in recommending actions that may have different effects on the respective parties or may redound to
the benefit of the adviser, the administrator or the principal underwriter at the expense of the Fund. For example, the negotiation of
the underlying advisory, administrative and underwriting agreements necessarily places such Covered Officers in an actual conflict of
interest position as to a Fund.
(2)
These inherent conflicts of interest are already subject to prohibitions in the Investment Company Act of 1940 (the “Investment
Company Act”) and the Investment Advisers Act of 1940 (the “Investment Advisers Act”). For example, a Covered Officer
may not individually engage in certain transactions (such as the purchase of sale or securities or other property) with a Fund because
of his or her status as an “affiliated person” of the Fund. The Funds’ and the investment adviser’s compliance
programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not
intended to, repeat and replace those programs and procedures, and such actual and apparent conflicts of interest fall outside of the
coverage of this Code. All other actual and apparent conflicts of interest, even if such actual and apparent conflicts of interest are
not subject to provisions in the Investment Company Act or the Investment Advisers Act, are covered by this Code.
2. Waiver and Implicit Waiver
The term “waiver” means the approval
by a Fund of a material departure from a provision of this Code. The term “implicit waiver” means a failure by a Fund to take
action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to an
executive officer (3) of the Fund.
(3)
The term “executive officer” when used with reference to a registrant, means its president, any vice president of the registrant
in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs
a policy making function or any other person who performs similar policy making functions for the registrant.
3. Benefit Personally; Immediate Family
With regard to a Covered Officer, the term “benefit
personally” means the direct or indirect receipt by the Covered Officer, by a member of the Covered Officer’s immediate family,
or by any entity (other than a Fund’s investment adviser or any affiliate thereof) of which the Covered Officer or any member of
the Covered Officer’s immediate family owns 5% or more of the beneficial ownership interest or by which the Covered Officer or any
member of the Covered Officer’s immediate family is employed, or from which the Covered Officer or any member of the Covered Officer’s
immediate family receives any compensation or other benefit, of any compensation or other personal benefit. For the purposes of this Code,
the term “member of the immediate family” means a Covered Officer’s parent, spouse of a parent, child, spouse of a child,
spouse, brother, or sister, and includes any step and adoptive relationships.
| E. | Activities Requiring Prior Approval |
A Covered Officer and his or her immediate family
shall not engage in any of the following activities without the prior written approval of the Funds’ Chief Legal Officer (the “Chief
Legal Officer”) and the Funds’ Chief Executive Officer, except that in the case of the Chief Executive Officer or a member
of the Chief Executive Officer’s immediate family, such approval shall be from the Chief Legal Officer and the Qualified Legal Compliance
Committee of the Board (the “QLCC”). The obtain such approval, the Covered Officer shall submit a written statement to the
Chief Legal Officer describing in detail the proposed activity and the reasons for it.
| 1. | Service as a direct, partner, officer, manager, or managing member on the board of any public or private company (4) other
than a Fund’s investment adviser, administrator, principal underwriter, or an affiliate of any of the foregoing, if such company
has current or prospective business dealings with a Fund or if any Fund may invest in securities issued by such company. |
| 2. | Receipt of any entertainment (5) or meals from any company with which the Fund has current or prospective business dealings
unless such entertainment or meals are business-related, reasonable in cost, appropriate as to time and place, and not so frequent as
to raise any question of impropriety. For the purposes of this Code, entertainment and meals that are incidental to a business conference,
seminar or meeting shall be deemed business-related, reasonable in cost, and appropriate as to time and place. |
| 3. | Having any ownership interest in, or any consulting, employment or compensation relationship with, any of a Fund’s service providers,
other than its investment adviser(s), administrator, principal underwriter, or any affiliated person thereof. |
| 4. | Exploit for his or her own personal gain any opportunity which a Fund may exploit. This prohibition shall not apply to securities
trading undertaken in conformance with the Funds’ and an investment adviser’s code of ethics adopted pursuant to Rule 17j-1
of the Investment Company Act. |
(4)
For the purposes of this Code, “company” includes any legal or business entity such as a corporation, limited liability company,
partnership, limited partnership, trust, association, sole proprietorship, etc.
(5)
For the purposes of this Code, “entertainment” means activities or events, such as golfing, theater, sporting events, etc.,
at which a representative of the entertaining company is present along with the Covered Officer or his or her immediate family member.
If a representative of the entertaining company is not present, such activities or events shall be treated as gifts hereunder.
A Covered Officer and his or her immediate family
shall not engage in any of the following activities:
| 1. | Have direct or indirect financial interest, such as compensation or equity ownership, in commissions, transaction charges or spreads
paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered
Officer’s employment with the Fund’s investment adviser, administrator, principal underwriter, or any affiliated person thereof. |
| 2. | Receive any gifts in excess of $500 in any calendar year from any entity or person that directly or indirectly currently or prospectively
does or will do business with or receives compensation or other benefits from a Fund. For the purposes of this restriction, gifts from
different persons employed by the same entity shall be aggregated, along with any gifts from the entity itself, in order to determine
whether the $500 limit has been exceeded. |
| 3. | Accept employment from any company, other than a Fund’s investment adviser(s), administrator or principal underwriter (or any
affiliate thereof), with which the Fund has current or prospective business dealings within one year after the latest to occur of such
Covered Officer’s termination of employment at the Fund or at the Fund’s investment adviser(s), administrator or principal
underwriter (or any affiliate thereof). |
| 4. | Borrow money from any Fund, or borrow money from or have any other financial transactions with any company, other than a Fund’s
investment adviser(s), administrator or principal underwriter (or any affiliate thereof), with which the Fund has current or prospective
business dealings, other than routine retail transactions that are effected on the same terms and conditions as are available to the general
public. |
| 5. | Engage in a transaction directly as a principal with a Fund, except that this prohibition shall not apply to the purchase or redemption
of the shares of any Fund on the same terms and conditions as all other shareholders. |
| 6. | Any other activity that would cause them to benefit personally at the expense of a Fund. |
| G. | Reporting and Accountability |
1. Reporting
Each Covered Officer must:
| a. | Upon adoption of this Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Chief Legal Officer
and the Board that he or she has received, read and understands this Code. Such affirmation shall be substantially in the form attached
hereto as Exhibit B. |
| b. | Annually thereafter affirm to the Chief Legal Officer and the Board that he or she has complied with the requirements of this Code.
Such affirmation shall be substantially in the form attached hereto as Exhibit C. |
| c. | Report at least annually all employment, ownership, affiliations or other relationships related to conflicts of interest that the
Fund’s Directors and Officers Questionnaire covers. |
| d. | Notify the Chief Legal Officer promptly if he or she knows of any violation of this Code or of any applicable laws and governmental
rules and regulations. Failure to do so is itself violation of this Code. |
2. Interpretations
The Chief Legal Officer has the authority and shall
be responsible for applying this Code to specific situations and for making interpretations of this Code in any particular situation.
In making interpretations of this Code, the Chief Legal Officer may consult with the Funds’ outside counsel.
3. Investigations
The Funds will follow these procedures in investigating and
enforcing this Code:
| a. | The Chief Legal Officer will take all appropriate action to investigate any potential violations reported to him or her. |
| b. | If, after such investigation, the Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required
to take any further action. |
| c. | If, after such investigation, the Chief Legal Officer believes a violation has occurred, the Chief Legal Officer shall report such
potential violation to the QLCC. |
| d. | If the QLCC concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate
personnel of the investment adviser or its board; and a recommendation to discipline or dismiss the Covered Officer or to require reimbursement
or disgorgement by the Covered Officer of any personal benefits received. |
4. Waivers
The QLCC and the Chief Legal Officer, as applicable,
may grant a waiver to compliance with this Code by a Covered Officer or his or her immediate family if the QLCC or the Chief Legal Officer
determines that the proposed activity will not have an adverse impact on any Fund or on the ability of a Covered Officer faithfully to
perform his or her duties to the Funds. To obtain a waiver, a Covered Officer shall submit a written statement to the Chief Legal Officer
describing in detail the proposed activity, and the reasons for it, and the provision(s) of this Code as to which the waiver is requested.
Any waivers of the provisions of this Code shall be disclosed to the extent required by law and SEC rules.
| H. | Relationship to Other Policies and Procedures |
This Code shall be the sole
code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered
investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ adviser(s), administrator, principal
underwriter, or other services providers govern or purport to govern the behavior or activities of the Covered Officers who are subject
to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’
and their investment advisers’ and principal underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act
are separate requirements applying to the Covered Officers and others, and are not part of this Code.
All reports and records prepared
or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise
required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board or committee thereof or the
Funds’ outside counsel.
The Code is intended solely
for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund or any Covered Officer or his or her
immediate family, as to any fact, circumstance, or legal conclusion.
Any amendments to this Code must be approved or
ratified by a majority vote of the Board, including a majority of the independent directors. Any amendments to this Code shall be disclosed
to the extent required by law and SEC rules.
Date: _________________________
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 GOVERNMENT MONEY MARKET PORTFOLIO
VOYA INFRASTRUCTURE, INDUSTRIALS AND MATERIALS
FUND
VOYA INTERMEDIATE BOND PORTFOLIO
VOYA INVESTORS TRUST
VOYA MUTUAL FUNDS
VOYA PARTNERS, INC.
VOYA SEPARATE PORTFOLIOS TRUST
VOYA STRATEGIC ALLOCATION PORTFOLIOS, INC.
VOYA VARIABLE FUNDS
VOYA VARIABLE INSURANCE TRUST
VOYA VARIABLE PORTFOLIOS, INC.
VOYA VARIABLE PRODUCTS TRUST
Exhibit B
INITIAL ACKNOWLEDGEMENT
Covered Officer Name and Title: |
|
|
|
(please print) |
|
I acknowledge that I have received and read a copy
of the Voya mutual funds Sarbanes-Oxley Act Code of Ethics (the “Code”) and that I understand it. I further acknowledge that
I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined
in the Code.
I also acknowledge my responsibility to report
any violation of the Code to the Chief Legal Officer of the Funds.
I further acknowledge that the policies contained
in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with
applicable law, the Funds have the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in their
sole discretion, with or without notice.
Exhibit C
ANNUAL ACKNOWLEDGEMENT
Covered Office Name and Title: |
Andy Simonoff, Chief Executive Officer |
|
|
(please print) |
|
I acknowledge that I have received and read a copy
of the Voya mutual funds Sarbanes-Oxley Act Code of Ethics (the “Code”) and that I understand it. I further acknowledge that
I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined
in the Code.
I also acknowledge that I have fully complied with
the terms and provisions of the Code during the period of time since the most recent Initial or Annual Acknowledgement provided by me.
I further acknowledge that the policies contained
in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with
applicable law, the Funds have the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in their
sole discretion, with or without notice.
Exhibit C
ANNUAL ACKNOWLEDGEMENT
Covered Office Name and Title: |
Todd Modic, Senior Vice President and Chief Financial Officer |
|
|
(please print) |
|
I acknowledge that I have received and read a copy
of the Voya mutual funds Sarbanes-Oxley Act Code of Ethics (the “Code”) and that I understand it. I further acknowledge that
I am responsible for understanding and complying with the policies set forth in the Code during my tenure as a Covered Officer, as defined
in the Code.
I also acknowledge that I have fully complied with
the terms and provisions of the Code during the period of time since the most recent Initial or Annual Acknowledgement provided by me.
I further acknowledge that the policies contained
in the Code are not intended to create any contractual rights or obligations, express or implied. I also understand that, consistent with
applicable law, the Funds have the right to amend, interpret, modify or withdraw any of the provisions of the Code at any time in their
sole discretion, with or without notice.
EX-99.CERT
CERTIFICATION
I, Andy Simonoff, certify that:
| 1. | I have reviewed this report on Form N-CSR of Voya Global Advantage and Premium Opportunity Fund; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required
to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined
in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report
based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information;
and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: May 9, 2024 |
/s/ Andy Simonoff |
|
Andy Simonoff
Chief Executive Officer
|
CERTIFICATION
I, Todd Modic, certify that:
| 1. | I have reviewed this report on Form N-CSR of Voya Global Advantage and Premium Opportunity Fund; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required
to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined
in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report
based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information;
and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Date: May 9, 2024 |
/s/ Todd Modic |
|
Todd Modic
Senior Vice President and Chief
Financial Officer
|
EX-99.906CERT
Certification
Pursuant to Section 906
of the
Sarbanes-Oxley Act of 2002
Name of Registrant: |
Voya Global Advantage and Premium Opportunity Fund |
Date of Form |
N-CSR: February 29, 2024 |
The undersigned, the principle executive officer of the above named
registrant (the “Fund”), hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge
and belief, after reasonable inquiry:
| 1. | such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations
of the Fund. |
A signed original of this written statement required by Section 906
has been provided to Voya Global Advantage and Premium Opportunity Fund and will be retained by Voya
Global Advantage and Premium Opportunity Fund and furnished to the Securities and Exchange Commission or its staff upon request.
IN WITNESS WHEREOF, the undersigned has executed this Certification
below, as of this 9th day of May, 2024.
|
/s/ Andy Simonoff |
|
Andy Simonoff |
|
Chief Executive Officer |
Certification
Pursuant to Section 906
of the
Sarbanes-Oxley Act of 2002
Name of Registrant: |
Voya Global Advantage and Premium Opportunity Fund |
Date of Form N-CSR: |
February 29, 2024 |
The undersigned, the principle financial officer of the above named
registrant (the “Fund”), hereby certifies that, with respect to the Form N-CSR referred to above, to the best of his knowledge
and belief, after reasonable inquiry:
| 1. | such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations
of the Fund. |
A signed original of this written statement required by Section 906
has been provided to Voya Global Advantage and Premium Opportunity Fund and will be retained by Voya
Global Advantage and Premium Opportunity Fund and furnished to the Securities and Exchange Commission or its staff upon request.
IN WITNESS WHEREOF, the undersigned has executed this Certification
below, as of this 9th day of May, 2024.
|
/s/ Todd Modic |
|
Todd Modic |
|
Senior Vice President and Chief Financial Officer |
Exhibit 99.13.(c)(1)
VOYA GLOBAL ADVANTAGE
AND PREMIUM OPPORTUNITY FUND
Dear Shareholders,
This Section 19(a) Notice provides shareholders
of Voya Global Advantage and Premium Opportunity Fund (NYSE: IGA) with important information concerning its distribution declared in March
2023. This Section 19(a) Notice is issued as required by the Fund’s Managed Distribution Plan (the “Plan") and an exemptive
order received from the U.S. Securities and Exchange Commission. The Board of Trustees has approved the implementation of the Plan to
make quarterly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent
to you for informational purposes only and is an estimate of the sources of the April distribution. It is not determinative of the tax
character of the Fund’s distributions for the 2023 calendar year. Shareholders should note that the Fund’s total regular distribution
amount is subject to change as a result of market conditions or other factors.
The amounts and sources of distributions
reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined
to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital.
The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder
of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year
that will tell you how to report these distributions for federal income tax purposes.
Distribution Period: First Quarter 2023, Payable
April 17, 2023
Distribution Amount per Common Share: $0.197
The following table sets forth an estimate
of the sources of the Fund’s April distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed
on a per common share basis and as a percentage of the distribution amount.
Voya Global Advantage
and Premium Opportunity Fund
| |
| | |
| | |
Cumulative | | |
% of the Cumulative | |
| |
Current | | |
% of Current | | |
Distributions for the | | |
Distributions for the | |
Source | |
Distribution | | |
Distribution | | |
Fiscal Year-to-Date | | |
Fiscal Year-to-Date1 | |
Net Investment Income | |
$ | 0.084 | | |
| 42.44 | % | |
$ | 0.084 | | |
| 42.44 | % |
Net Realized Short-Term Capital Gains | |
$ | 0.043 | | |
| 21.84 | % | |
$ | 0.043 | | |
| 21.84 | % |
Net Realized Long-Term Capital Gains | |
$ | 0.000 | | |
| 0.00 | % | |
$ | 0.000 | | |
| 0.00 | % |
Return of Capital or Other Capital Source(s) | |
$ | 0.070 | | |
| 35.72 | % | |
$ | 0.070 | | |
| 35.72 | % |
Total per common share | |
$ | 0.197 | | |
| 100.00 | % | |
$ | 0.197 | | |
| 100.00 | % |
1
The Fund’s fiscal year is March 1, 2023 to February 28, 2024.
IMPORTANT DISCLOSURE: You should
not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the
Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion
of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested
in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this
Section 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the
amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how
to report these distributions for federal income tax purposes.
Set forth in the table below is information relating to the Fund’s
performance based on its net asset value (NAV) for certain periods.
Average annual total return at NAV for the five year period ended on March 31, 20231 | |
| 4.98 | % |
Annualized current distribution rate expressed as a percentage of NAV as of March 31, 20232 | |
| 7.92 | % |
Cumulative total return at NAV for the fiscal year through March 31, 20233 | |
| -0.90 | % |
Cumulative fiscal year to date distribution rate as a percentage of NAV as of March 31, 20234 | |
| 1.98 | % |
1 | Average annual total return at NAV represents the compound average of the annual NAV total returns of
the Fund for the five year period ended on March 31, 2023. |
2 | The annualized current distribution rate is the cumulative distribution rate annualized as a percentage
of the Fund’s NAV as of March 31, 2023. |
3 | Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the
beginning of its fiscal year to March 31, 2023 including distributions paid and assuming reinvestment of those distributions. |
4 | Cumulative fiscal year distribution rate for the period from the year-to-date period as a percentage of
the Fund’s NAV as of March 31, 2023. |
Exhibit 13(c)(2)
VOYA GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
Dear Shareholders,
This Section 19(a) Notice provides shareholders of Voya Global Advantage and Premium Opportunity Fund (NYSE: IGA) with important information
concerning its distribution declared in June 2023. This Section 19(a) Notice is issued as required by the Fund’s Managed Distribution
Plan (the “Plan") and an exemptive order received from the U.S. Securities and Exchange Commission. The Board of Trustees has approved
the implementation of the Plan to make quarterly cash distributions to common shareholders, stated in terms of a fixed amount per common
share. This information is sent to you for informational purposes only and is an estimate of the sources of the July distribution. It
is not determinative of the tax character of the Fund’s distributions for the 2023 calendar year. Shareholders should note that
the Fund’s total regular distribution amount is subject to change as a result of market conditions or other factors.
The amounts and sources of distributions reported in this notice are estimates, are not being provided for tax reporting purposes and
the distribution may later be determined to be from other sources including realized short-term gains, long-term gains, to the extent
permitted by law, and return of capital. The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment
experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form
1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Distribution Period: Second Quarter 2023, Payable July 17, 2023
Distribution Amount per Common Share: $0.197
The following table sets forth an estimate of the sources of the Fund’s July distribution and its cumulative distributions paid
this fiscal year to date. Amounts are expressed on a per common share basis and as a percentage of the distribution amount.
Voya Global Advantage and Premium Opportunity Fund
| |
| | |
| | |
Cumulative | | |
% of the Cumulative | |
| |
Current | | |
% of Current | | |
Distributions for the | | |
Distributions for the | |
Source | |
Distribution | | |
Distribution | | |
Fiscal Year-to-Date | | |
Fiscal Year-to-Date1 | |
Net Investment Income | |
$ | 0.069 | | |
| 35.12 | % | |
$ | 0.153 | | |
| 38.81 | % |
Net Realized Short-Term Capital Gains | |
$ | 0.022 | | |
| 11.02 | % | |
$ | 0.065 | | |
| 16.47 | % |
Net Realized Long-Term Capital Gains | |
$ | 0.034 | | |
| 17.29 | % | |
$ | 0.034 | | |
| 8.59 | % |
Return of Capital or Other Capital Source(s) | |
$ | 0.072 | | |
| 36.56 | % | |
$ | 0.142 | | |
| 36.14 | % |
Total per common share | |
$ | 0.197 | | |
| 100.00 | % | |
$ | 0.394 | | |
| 100.00 | % |
1
The Fund’s fiscal year is March 1, 2023 to February 28, 2024.
IMPORTANT
DISCLOSURE: You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution
or from the terms of the Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital
gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or
all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the
Fund’s investment performance and should not be confused with ‘yield’ or ‘income.’ The amounts and sources
of distributions reported in this Section 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The
actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the
remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar
year that will tell you how to report these distributions for federal income tax purposes.
SEC-19-IGA-07172023
Set forth in the table below is information relating to the
Fund’s performance based on its net asset value (NAV) for certain periods.
Average annual total return at NAV for the five year period ended on June 30, 20231 | |
| 4.94 | % |
Annualized current distribution rate expressed as a percentage of NAV as of June 30, 20232 | |
| 7.94 | % |
Cumulative total return at NAV for the fiscal year through June 30, 20233 | |
| 1.19 | % |
Cumulative fiscal year to date distribution rate as a percentage of NAV as of June 30, 20234 | |
| 3.97 | % |
1 | Average annual total return at NAV represents the compound average of the annual NAV total returns of the Fund for the five year period
ended on June 30, 2023. |
2 | The annualized current distribution rate is the cumulative distribution rate annualized as a percentage of the Fund’s NAV as of
June 30, 2023. |
3 | Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the beginning of its fiscal year to
June 30, 2023 including distributions paid and assuming reinvestment of those distributions. |
4 | Cumulative fiscal year distribution rate for the period from the year-to-date period as a percentage of the Fund’s NAV as of June
30, 2023. |
SEC-19-IGA-07172023
Exhibit 13(c)(3)
VOYA GLOBAL ADVANTAGE
AND PREMIUM OPPORTUNITY FUND
Dear Shareholders,
This Section 19(a) Notice provides shareholders
of Voya Global Advantage and Premium Opportunity Fund (NYSE: IGA) with important information concerning its distribution declared in September
2023. This Section 19(a) Notice is issued as required by the Fund’s Managed Distribution Plan (the “Plan") and an exemptive
order received from the U.S. Securities and Exchange Commission. The Board of Trustees has approved the implementation of the Plan to
make quarterly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent
to you for informational purposes only and is an estimate of the sources of the October distribution. It is not determinative of the tax
character of the Fund’s distributions for the 2023 calendar year. Shareholders should note that the Fund’s total regular distribution
amount is subject to change as a result of market conditions or other factors.
The amounts and sources of distributions
reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined
to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital.
The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder
of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year
that will tell you how to report these distributions for federal income tax purposes.
Distribution Period: Third Quarter 2023, Payable
October 16, 2023
Distribution Amount per Common Share: $0.197
The following table sets forth an estimate
of the sources of the Fund’s October distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed
on a per common share basis and as a percentage of the distribution amount.
Voya Global Advantage
and Premium Opportunity Fund
| |
| | |
| | |
Cumulative | | |
% of the Cumulative | |
| |
Current | | |
% of Current | | |
Distributions for the | | |
Distributions for the | |
Source | |
Distribution | | |
Distribution | | |
Fiscal Year-to-Date | | |
Fiscal Year-to-Date1 | |
Net Investment Income | |
$ | 0.061 | | |
| 31.08 | % | |
$ | 0.214 | | |
| 36.25 | % |
Net Realized Short-Term Capital Gains | |
$ | 0.062 | | |
| 31.55 | % | |
$ | 0.177 | | |
| 29.95 | % |
Net Realized Long-Term Capital Gains | |
$ | 0.000 | | |
| 0.00 | % | |
$ | 0.034 | | |
| 5.75 | % |
Return of Capital or Other Capital Source(s) | |
$ | 0.074 | | |
| 37.37 | % | |
$ | 0.166 | | |
| 28.05 | % |
Total per common share | |
$ | 0.197 | | |
| 100.00 | % | |
$ | 0.591 | | |
| 100.00 | % |
1
The Fund’s fiscal year is March 1, 2023 to February 28, 2024.
IMPORTANT DISCLOSURE: You should
not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the
Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion
of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested
in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this
Section 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the
amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how
to report these distributions for federal income tax purposes.
SEC-19-IGA-10162023
Set forth in the table below is information relating to the Fund’s
performance based on its net asset value (NAV) for certain periods.
Average annual total return at NAV for the five year period ended on September 30, 20231 | |
| 4.24 | % |
Annualized current distribution rate expressed as a percentage of NAV as of September 30, 20232 | |
| 8.08 | % |
Cumulative total return at NAV for the fiscal year through September 30, 20233 | |
| 1.67 | % |
Cumulative fiscal year to date distribution rate as a percentage of NAV as of September 30, 20234 | |
| 6.06 | % |
| 1 | Average annual total return at NAV represents the compound average of the annual NAV total returns of
the Fund for the five year period ended on September 30, 2023. |
| 2 | The annualized current distribution rate is the cumulative distribution rate annualized as a percentage
of the Fund’s NAV as of September 30, 2023. |
| 3 | Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the
beginning of its fiscal year to September 30, 2023 including distributions paid and assuming reinvestment of those distributions. |
| 4 | Cumulative fiscal year distribution rate for the period from the year-to-date period as a percentage of
the Fund’s NAV as of September 30, 2023. |
SEC-19-IGA-10162023
Exhibit 13(c)(4)
VOYA GLOBAL ADVANTAGE
AND PREMIUM OPPORTUNITY FUND
Dear Shareholders,
This Section 19(a) Notice provides shareholders
of Voya Global Advantage and Premium Opportunity Fund (NYSE: IGA) with important information concerning its distribution declared in December
2023. This Section 19(a) Notice is issued as required by the Fund’s Managed Distribution Plan (the “Plan") and an exemptive
order received from the U.S. Securities and Exchange Commission. The Board of Trustees has approved the implementation of the Plan to
make quarterly cash distributions to common shareholders, stated in terms of a fixed amount per common share. This information is sent
to you for informational purposes only and is an estimate of the sources of the January distribution. It is not determinative of the tax
character of the Fund’s distributions for the 2023 calendar year. Shareholders should note that the Fund’s total regular distribution
amount is subject to change as a result of market conditions or other factors.
The amounts and sources of distributions
reported in this notice are estimates, are not being provided for tax reporting purposes and the distribution may later be determined
to be from other sources including realized short-term gains, long-term gains, to the extent permitted by law, and return of capital.
The actual amounts and sources for tax reporting purposes will depend upon the Fund’s investment experience during the remainder
of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year
that will tell you how to report these distributions for federal income tax purposes.
Distribution Period: Fourth Quarter 2023, Payable
January 16, 2024
Distribution Amount per Common Share: $0.197
The following table sets forth an estimate
of the sources of the Fund’s January distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed
on a per common share basis and as a percentage of the distribution amount.
Voya Global Advantage
and Premium Opportunity Fund
| |
| | |
| | |
Cumulative | | |
%
of the Cumulative | |
| |
Current | | |
%
of Current | | |
Distributions
for the | | |
Distributions
for the | |
Source | |
Distribution | | |
Distribution | | |
Fiscal
Year-to-Date | | |
Fiscal
Year-to-Date1 | |
Net Investment Income | |
$ | 0.099 | | |
| 50.12 | % | |
$ | 0.313 | | |
| 39.70 | % |
Net Realized Short-Term Capital
Gains | |
$ | 0.000 | | |
| 0.00 | % | |
$ | 0.026 | | |
| 3.30 | % |
Net Realized Long-Term Capital
Gains | |
$ | 0.000 | | |
| 0.00 | % | |
$ | 0.026 | | |
| 3.34 | % |
Return of Capital or Other Capital
Source(s) | |
$ | 0.098 | | |
| 49.88 | % | |
$ | 0.423 | | |
| 53.66 | % |
Total per common share | |
$ | 0.197 | | |
| 100.00 | % | |
$ | 0.788 | | |
| 100.00 | % |
1
The Fund’s fiscal year is March 1, 2023 to February 28, 2024.
IMPORTANT DISCLOSURE: You should
not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the
Fund’s Plan. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion
of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested
in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with ‘yield’ or ‘income.’ The amounts and sources of distributions reported in this
Section 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the
amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and
may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how
to report these distributions for federal income tax purposes.
SEC-19-IGA-01162024
Set forth in the table below is information relating to the Fund’s
performance based on its net asset value (NAV) for certain periods.
Average annual total return at NAV for the five year period ended on November 30, 20231 | |
| 5.62 | % |
Annualized current distribution rate expressed as a percentage of NAV as of November 30, 20232 | |
| 8.09 | % |
Cumulative total return at NAV for the fiscal year through November 30, 20233 | |
| 4.02 | % |
Cumulative fiscal year to date distribution rate as a percentage of NAV as of November 30, 20234 | |
| 8.09 | % |
| 1 | Average annual total return at NAV represents the compound average of the annual NAV total returns of
the Fund for the five year period ended on November 30, 2023. |
| 2 | The annualized current distribution rate is the cumulative distribution rate annualized as a percentage
of the Fund’s NAV as of November 30, 2023. |
| 3 | Cumulative total return at NAV is the percentage change in the Fund’s NAV for the period from the
beginning of its fiscal year to November 30, 2023 including distributions paid and assuming reinvestment of those distributions. |
| 4 | Cumulative fiscal year distribution rate for the period from the year-to-date period as a percentage of
the Fund’s NAV as of November 30, 2023. |
SEC-19-IGA-01162024
Voya Global Advantage an... (NYSE:IGA)
Historical Stock Chart
From Oct 2024 to Nov 2024
Voya Global Advantage an... (NYSE:IGA)
Historical Stock Chart
From Nov 2023 to Nov 2024