Additional Proxy Soliciting Materials (definitive) (defa14a)
June 29 2020 - 8:01AM
Edgar (US Regulatory)
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant X
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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VOYA PRIME RATE TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Dear Shareholder:
At the Annual Meeting of Shareholders on July 9, 2020, the Board of Voya Prime Rate Trust ( the Fund) strongly recommends you
protect your investment and cast your vote on the WHITE card FOR the Board-approved nominees and AGAINST the self-serving proposal submitted by a hedge fund managed by Saba Capital Management
(together with the hedge fund, Saba).
The Funds Advisor, led by the Voya Senior Loan Group, has managed the Fund for
over 20 years and through various market cycles. It has had a consistent, well-articulated senior loan-only investment approach focused on through-cycle performance and loss avoidance.
In contrast, the self-tender liquidity event of the size and scale proposed by Saba would reduce the Funds value, not enhance it.
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Same Playbook from a
Self-Interested Party
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Unwarranted and Aggressive Changes Amid
Market Turmoil
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Saba has a history of taking significant positions in closed-end funds and engaging in aggressive activities to maximize the value of its own investments without regard for the interests of other shareholders
Saba has
amassed a large holding of the Funds shares, and is now attempting to use its concentrated voting power to force a liquidity event at or near NAV
Activists like Saba compromise the ability of
closed-end funds like the Fund to provide long-term shareholders many of whom are retirees with regular dividends and access to a long investment horizon
If approved,
the Board and the Funds Advisor believe Sabas proposal will harm long-term shareholders for its own gain.
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Sabas proposals are aggressive and offer little clarity on
the impact these changes would have on the Funds performance or discount
Sabas activist agenda is particularly self-serving in light of the current
market turmoil, which has greatly affected the prices and liquidity of senior loans
Electing the Saba slate of nominees would abruptly remove a Board with the
critical experience needed to operate the Fund and a track record of acting in the interests of all shareholders, amid uncertain and volatile markets
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Unlike Saba, your Board is committed to represent ALL shareholders. The Board and the
Funds Advisor continue to consider a range of options that benefit shareholders more broadly under a greater variety of market conditions and that will be less disruptive to the Funds shareholders and operations than Sabas
misguided proposal.
DONT LET SABAS PURSUIT OF SHORT-TERM PROFITS PUT ITS INTERESTS ABOVE YOURS.
VOTE THE WHITE CARD TODAY.
Voya Prime Rate Trust
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