UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Form N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-22004

 

Voya Asia Pacific High Dividend Equity Income Fund 

(Exact name of registrant as specified in charter)

 

7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ  85258
(Address of principal executive offices)  (Zip code)

 

Huey P Falgout Jr., 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258 

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 1-800-992-0180

 

Date of fiscal year end: February 28

 

Date of reporting period: February 28, 2022

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

 

 

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Annual Report
February 28, 2022
Voya Asia Pacific High Dividend Equity Income 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.
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E-Delivery Sign-up – details inside
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TABLE OF CONTENTS
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42
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Sign up now for on-line prospectuses, fund reports, and proxy statements.
Just go to www.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.

PRESIDENT’S LETTER
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Geopolitical Uncertainty Takes Center Stage
Dear Shareholder,
While equity returns were strong for the 12 months ended February 28, 2022, the period was marked by turbulence. As the world regrouped from COVID-19 setbacks, surging inflation raised concerns that central banks would have to step hard on the monetary policy brakes, which in our opinion, could hinder the economic recovery. Investors were anticipating a significant turn of the business cycle with the U.S. Federal Reserve Board (“Fed”) enacting its first interest-rate hike in years, and many observers expected a large rate increase. Russia’s invasion of Ukraine threw global financial markets into turmoil — virtually all asset classes pulled back, allowing investors little relief from the turbulence.
As of this writing, Russia’s war against Ukraine has lasted longer than most observers expected and we believe it is likely to get worse before it ends, with tragic consequences for the Ukrainian people. In our view, continuation of the war is likely to lead to tighter financial conditions and slower economic growth. These tighter conditions, in our view, could dampen inflationary pressures, relieving some of the pressure on the Fed. We think the headwind of rising interest rates will abate, which should be mildly positive for bonds and neutral or slightly beneficial for equities.
Despite the current potential for escalation of geopolitical risks, we see some positive signs for equities: as of March 11, 2022, corporate earnings grew about 32.0% in the fourth quarter of 2021 and were expected to grow about 6.2% in the first quarter of 2022. In our view, earnings growth between 15 – 20% is attainable over the next few years.
Uncertain times can make it difficult to stick to your investment plan. The best course, however, is often to stay focused on your long-term goals and don’t get distracted by short-term fluctuations, in our opinion. Should your long-term goals change, discuss the situation thoroughly with your financial advisor before making any changes to your investment portfolio.
Regardless of events, at Voya we remain well prepared for and fully committed to serving our clients without disruption. We appreciate your continued confidence in us, and we look forward to working with you in the future.
Sincerely,
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Dina Santoro
President
Voya Family of Funds
March 18, 2022
The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and the Voya mutual funds disclaim any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for a Voya mutual fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any Voya mutual fund. Reference to specific company securities should not be construed as recommendations or investment advice. International investing does pose special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.
More complete information about the Fund, including the Fund’s daily New York Stock Exchange closing prices and NAV per share, is available at www.voyainvestments.com or by calling the Fund’s Shareholder Service Department at (800) 992-0180. To obtain a prospectus for any Voya mutual fund, please call your financial advisor or a fund’s Shareholder Service Department at (800) 992-0180 or log on to www.voyainvestments.com. A prospectus should be read carefully before investing. Consider a fund’s investment objectives, risks, charges and expenses carefully before investing. A prospectus contains this information and other information about a fund. Check with your financial advisor to determine which Voya mutual funds are available for sale within their firm. Not all funds are available for sale at all firms.
1

Benchmark Descriptions
Index
Description
MSCI All Country Asia Pacific ex-Japan® Index
A free float-adjusted market capitalization weighted index that is designed to measure
the equity market performance of Asia, excluding Japan.
2

Principal Investment Strategies and
Portfolio Managers’ Commentary
Voya Asia Pacific High Dividend Equity Income Fund
Geographic Diversification
as of February 28, 2022
(as a percentage of net assets)
China
31.6%
Taiwan
13.7%
Australia
13.6%
India
11.6%
South Korea
11.4%
Hong Kong
5.4%
Singapore
3.0%
Indonesia
2.4%
Thailand
1.4%
Countries between 0.5% – 1.3%^
2.6%
Assets in Excess of Other Liabilities*
  3.3%
Net Assets
100.0%
*
Includes short-term investments and exchange-traded funds.
^
Includes 3 countries, which each represents 0.5% – 1.3% of net assets.
Portfolio holdings are subject to change daily.
Voya Asia Pacific High Dividend Equity Income Fund (the “Fund”) is a diversified, closed-end fund with the investment objective of total return through a combination of current income, capital gains and capital appreciation.
Portfolio Management: The Fund is managed by, Paul Zemsky, CFA, Vincent Costa, CFA, Peg DiOrio, CFA, and Steve Wetter, Portfolio Managers, Voya Investment Management Co. LLC — the Sub-Adviser.
Equity Portfolio Construction and Option Strategy:  Under normal market conditions, the Fund seeks to achieve its investment objective by investing primarily in a portfolio of dividend yielding equity securities of Asia Pacific companies. For purposes of the Fund’s investments, Asia Pacific companies are those that meet one or more of the following factors: (i) whose principal securities trading markets are in Asia Pacific countries; (ii) that derive at least 50% of their total revenue or profit from either goods produced or sold, investments made or services performed in Asia Pacific countries; (iii) that have at least 50% of their assets in Asia Pacific countries; or (iv) that are organized under the laws of, or with principal offices in, Asia Pacific countries.
The Fund also seeks to enhance returns over a market cycle by selling call options on selected Asia Pacific Indices and/or equity securities of Asia Pacific companies and/or exchange-traded funds (“ETFs”).
Under normal market conditions, the Fund will seek to achieve its investment objective by investing at least 80% of its managed assets in dividend-producing equity securities of, or derivatives having economic characteristics similar to the equity securities of, Asia Pacific companies that are listed and traded principally on Asia Pacific exchanges. The Sub-Adviser seeks to construct a portfolio with a weighted average gross dividend yield that exceeds the dividend yield of the MSCI All Country Asia Pacific ex-Japan® Index.
The Fund will invest in equity securities and will select securities through a bottom-up process that is based upon quantitative analysis. The Sub-Adviser uses an internally developed quantitative computer model to create a target universe of global securities with above average dividend yields compared to the Index, which the Sub-Adviser believes exhibit stable dividend yields within each geographic region and industry sector. The model also seeks to exclude from the target universe securities issued by companies that the Sub-Adviser believes exhibit characteristics that indicate that they are at risk of reducing or eliminating the dividends paid on their securities. Once the Sub-Adviser creates this target universe, the Sub-Adviser seeks to identify the most attractive securities by ranking each security relative to other securities within its region or sector, as applicable, using proprietary multi-factor models. The Sub-Adviser then uses optimization techniques to seek to achieve the portfolio’s target dividend yield, 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.
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
Top Ten Holdings
as of February 28, 2022*
(as a percentage of net assets)
Taiwan Semiconductor Manufacturing Co., Ltd.
6.9%
Tencent Holdings Ltd.
3.4%
Samsung Electronics Co., Ltd.
3.0%
Alibaba Group Holding Ltd.
2.1%
BHP Group Ltd. Australian
2.0%
Infosys Ltd.
1.5%
China Construction Bank – H Shares
1.5%
iShares MSCI All Country Asia ex Japan ETF
1.4%
MediaTek, Inc.
1.3%
Rio Tinto Ltd.
1.2%
*
Excludes short-term investments.
Portfolio holdings are subject to change daily.
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 also employs a strategy of writing call options on selected Asia Pacific indices and/or equity securities of Asia Pacific companies and/or ETFs, with the underlying value of such calls generally representing 0% to 50% of the value of its holdings in equity securities. The Fund seeks to generate gains from the call writing strategy over a market cycle to supplement the dividend yield of its underlying portfolio. Call options will be written (sold) usually at-the-money, out-of-the-money or
3

Voya Asia Pacific High Dividend Equity Income Fund
Principal Investment Strategies and
Portfolio Managers’ Commentary
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 seeks to maintain written call options positions on selected international, regional or country indices and/or equity securities of Asia Pacific companies and/or ETFs whose price movements, taken in the aggregate, are correlated with the price movements of the Fund’s portfolio.
Performance: Based on net asset value (“NAV”), the Fund provided a total return of -1.89% for the year ended February 28, 2022.(1) This NAV return reflects a decrease in its NAV from $9.95 on February 28, 2021 to $8.87 on February 28, 2022 after taking into account quarterly distributions. Based on its share price as of February 28, 2022, the Fund provided a total return of -6.21% for the year.(1) This share price return reflects a decrease in its share price from $9.27 on February 28, 2021 to $7.90 on February 28, 2022, after taking into account quarterly distributions. To reflect the strategic emphasis of the Fund, the equity portfolio uses the MSCI All Country Asia Pacific ex-Japan® Index as a reference index. The MSCI All Country Asia Pacific ex-Japan® Index (a market weighted equity index without any style tilt and without call option writing) returned -12.14% for the reporting period. During the year, the Fund made quarterly distributions totaling $0.86 per share, which were characterized as $0.72 per share from return of capital and $0.14 per share from net investment income.(2) As of February 28, 2022, the Fund had 11,898,854 shares outstanding.
Portfolio Specifics: Equity Portfolio: The Fund’s equity portfolio outperformed the reference index for the reporting period. The key drivers to outperformance included the Fund’s active industry exposures in addition to positive returns in the core model, the smaller market capitalization and a modestly higher beta. The higher dividend yield detracted during the twelve-month period.
On the sector level, stock selection within the consumer discretionary, information technology and health care sectors had the largest positive impact on returns, while selection within the materials sector detracted from results.
At the individual stock level, key contributors included underweight positions in Alibaba Group Holding Ltd and Pinduoduo Inc., and an overweight position in Tech Mahindra Limited. By contrast, key detractors included underweight positions in Reliance Industries Limited and Commonwealth Bank of Australia, and an overweight position in Kaisa Group Holdings Ltd.
Option Portfolio: The Fund’s covered call strategy seeks to generate premiums and retain potential for upside appreciation. For the period, the strategy added to returns as the negative performance of the equity markets resulted in gains on the short call options. The Fund implemented its covered call strategy by typically writing call options on regional indexes, the selection and allocation of which result from an optimization intended to track closely the reference index. The strike prices of the options written were typically at or near-the-money, with expiration dates around one month at inception.
Current Strategy and Outlook: While equity returns were strong for the twelve months ended February 28, 2022, the period was marked by turbulence. As the world regrouped from COVID-19 setbacks, surging inflation raised concerns that central banks would have to step hard on the monetary policy brakes, which in our opinion, could hinder the economic recovery. Investors were anticipating a significant turn of the business cycle with the U.S. Federal Reserve Board (the “Fed”) enacting its first interest-rate hike in years, and many observers expected a large rate increase. Russia’s invasion of Ukraine threw global financial markets into turmoil — virtually all asset classes pulled back, allowing investors little relief from the turbulence.
As of this writing, Russia’s war against Ukraine has lasted longer than most observers expected and we believe it is likely to get worse before it ends, with tragic consequences for the Ukrainian people. We believe that continuation of the war is likely to lead to tighter financial conditions and slower economic growth. In our opinion, these tighter conditions could dampen inflationary pressures, relieving some of the pressure on the Fed. We think the headwind of rising interest rates will abate, which should be mildly positive for bonds and neutral or slightly beneficial for equities.
Despite the current potential for escalation of geopolitical risks, we see some positive signs for equities: as of March 11, 2022, Refinitiv estimated U.S. corporate earnings grew about 32.0% in the fourth quarter of 2021 and were expected to grow about 6.2% in the first quarter of 2022. In our view, earnings growth between 15 – 20% is attainable over the next few years. We believe the prospects for the Asia-Pacific markets are likely to be highly dependent on developments in China. China’s economy has been flagging and the nation is struggling to contain its COVID-19 problems. If it can effectively address these issues, we believe that the benefits likely will flow across the region.
(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. An index has no cash in its portfolio and imposes no sales charges. An investor cannot invest directly in an index.
4

Voya Asia Pacific High Dividend Equity Income Fund
Portfolio Managers’ Report
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Average Annual Total Returns for the Periods Ended February 28, 2022
1 Year
5 Year
10 Year
Voya Asia Pacific High Dividend Equity Income Fund at Market Value -6.21% 5.22%
2.04%
MSCI All Country Asia Pacific ex-Japan® Index -12.14% 7.70%
5.57%
Based on a $10,000 initial investment, the graph and table above illustrate the total return of Voya Asia Pacific High Dividend Equity Income 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.
5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Voya Asia Pacific High Dividend Equity Income Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Voya Asia Pacific High Dividend Equity Income Fund (the “Fund”), including the portfolio of investments, as of February 28, 2022, 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 three 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 28, 2022, 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 three 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 seven-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 28, 2022, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. 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.
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We have served as the auditor of one or more Voya investment companies since 2019.
Boston, Massachusetts
April 25, 2022
6

STATEMENT OF ASSETS AND LIABILITIES as of February 28, 2022
ASSETS:
Investments in securities at fair value* $ 103,457,087
Short-term investments at fair value† 2,155,000
Cash 192,991
Foreign currencies at value‡ 31,851
Receivables:
Dividends
476,725
Reimbursement due from Investment Adviser 13,827
Other assets 5,574
Total assets
106,333,055
LIABILITIES:
Payable for investment management fees 86,731
Payable to trustees under the deferred compensation plan (Note 6) 5,574
Payable for trustee fees 567
Payable for foreign capital gains tax 418,624
Other accrued expenses and liabilities 98,251
Written options, at fair value^ 239,305
Total liabilities
849,052
NET ASSETS
$ 105,484,003
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 112,731,088
Total distributable loss (7,247,085)
NET ASSETS
$ 105,484,003
*
Cost of investments in securities
$ 95,250,214

Cost of short-term investments
$ 2,155,000

Cost of foreign currencies
$ 32,055
^
Premiums received on written options
$ 676,074
Net assets $ 105,484,003
Shares authorized unlimited
Par value $ 0.010
Shares outstanding 11,898,854
Net asset value $ 8.87
See Accompanying Notes to Financial Statements
7

STATEMENT OF OPERATIONS for the year ended February 28, 2022
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld* $ 3,470,513
Total investment income
3,470,513
EXPENSES:
Investment management fees 1,190,301
Transfer agent fees 22,671
Shareholder reporting expense 39,620
Professional fees 88,774
Custody and accounting expense 85,584
Trustee fees 4,534
Miscellaneous expense 30,286
Total expenses
1,461,770
Waived and reimbursed fees
(51,596)
Net expenses
1,410,174
Net investment income 2,060,339
REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments (net of foreign capital gains taxes withheld^)
8,030,551
Foreign currency related transactions
(64,072)
Written options
4,269,327
Net realized gain
12,235,806
Net change in unrealized appreciation (depreciation) on:
Investments (net of foreign capital gains taxes accrued#)
(16,792,489)
Foreign currency related transactions
6,241
Written options
(147,588)
Net change in unrealized appreciation (depreciation) (16,933,836)
Net realized and unrealized loss (4,698,030)
Decrease in net assets resulting from operations
$ (2,637,691)
*
Foreign taxes withheld
$ 334,553
^
Foreign capital gains taxes withheld
$ 229,445
#
Change in foreign capital gains taxes accrued
$ 181,717
See Accompanying Notes to Financial Statements
8

STATEMENTS OF CHANGES IN NET ASSETS
Year Ended
February 28, 2022
Year Ended
February 28, 2021
FROM OPERATIONS:
Net investment income $ 2,060,339 $ 1,771,558
Net realized gain (loss) 12,235,806 (9,633,130)
Net change in unrealized appreciation (depreciation) (16,933,836) 32,185,333
Increase (decrease) in net assets resulting from operations (2,637,691) 24,323,761
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions (excluding return of capital): (1,618,589) (1,603,426)
Return of capital (8,614,425) (8,629,589)
Total distributions (10,233,014) (10,233,015)
Net increase (decrease) in net assets (12,870,705) 14,090,746
NET ASSETS:
Beginning of year or period 118,354,708 104,263,962
End of year or period $ 105,484,003 $ 118,354,708
See Accompanying Notes to Financial Statements
9

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
Net asset value, beginning of year
or period
Net investment income (loss)
Net realized and unrealized
gain (loss)
Total from investment operations
From net investment income
From net realized gains
From return of capital
Total distributions
Net asset value, end of year
or period
Market value, end of year
or period
Total investment return
at net asset value(1)
Total investment return
at market value(2)
Net assets, end of year
or period (000’s)
Gross expenses prior to
expense waiver/recoupment(3)
Net expenses after expense
waiver/recoupment(3),(4)
Net investment income (loss)(3),(4)
Portfolio turnover rate
Year or
period ended
($)
($)
($)
($)
($)
($)
($)
($)
($)
($)
(%)
(%)
($000’s)
(%)
(%)
(%)
(%)
02-28-22 9.95 0.17 (0.39) (0.22) 0.14 0.72 0.86 8.87 7.90
(1.89)
(6.21)
105,484 1.29 1.24 1.82 66
02-28-21 8.76 0.15 1.90 2.05 0.13 0.73 0.86 9.95 9.27
26.55
37.71
118,355 1.27 1.26 1.69 54
02-29-20 10.35 0.24 (0.99) (0.75) 0.27 0.57 0.84 8.76 7.50
(7.00)
(11.77)
104,264 1.31 1.31 2.45 105
02-28-19 11.67 0.21 (0.71) (0.50) 0.18 0.64 0.82 10.35 9.34
(3.24)
(3.50)
123,205 1.37 1.37 2.02 38
02-28-18 11.09 0.24 1.16 1.40 0.31 0.51 0.82 11.67 10.56
13.60
17.28
138,821 1.35 1.35 2.03 37
02-28-17 9.39 0.25 2.42 2.67 0.29 0.68 0.97 11.09 9.72
31.11
32.20
134,500 1.35 1.35 2.41 29
02-29-16 13.10 0.29 (2.85) (2.56) 0.55 0.60 1.15 9.39 8.16
(19.80)(5)
(23.19)
118,831 1.32 1.32 2.60 41
02-28-15 13.34 0.27 0.77 1.04 0.35 0.93 1.28 13.10 11.89
8.84
6.53
165,757 1.40 1.40 1.99 28
02-28-14 15.93 0.35 (1.59) (1.24) 1.35 1.35 13.34 12.37
(7.51)
(14.02)
168,760 1.47 1.47 2.44 64
02-28-13 16.51 0.29 0.63 0.92 0.55 0.95 1.50 15.93 15.89
6.32
2.04
201,491 1.42 1.42 1.90 130
(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 return would have been (20.14)%.

Calculated using average number of shares outstanding throughout the year or period.
See Accompanying Notes to Financial Statements
10

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022
NOTE 1 — ORGANIZATION
Voya Asia Pacific High Dividend Equity Income 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 data reflected on the consolidated tape provided by the CTA is generated by various market centers, including all securities exchanges, electronic communications networks, and third-market broker-dealers. 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.
Assets for which market quotations are readily available are valued at market value. A security listed or traded on an exchange is valued at its last sales price or official closing price as of the close of the regular trading session on the exchange where the security is principally traded or, if such price is not available, at the last sale price as of the Market Close for such security provided by the CTA. Bank
loans are valued at the average of the averages of the bid and ask prices provided to an independent loan pricing service by brokers. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Investments in open-end registered investment companies that do not trade on an exchange are valued at the end of day NAV per share. Investments in registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the regular trading session on the exchange where the security is principally traded.
When a market quotation is not readily available or is deemed unreliable, the Fund will determine a fair value for the relevant asset in accordance with procedures adopted by the Fund’s Board of Trustees (“Board”). Such procedures provide, for example, that: (a) Exchange-traded securities are valued at the mean of the closing bid and ask; (b) Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity, individual trading characteristics and other market data; (c) Securities traded in the over-the-counter (“OTC”) market are valued based on prices provided by independent pricing services or market makers; (d) Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes; (e) Centrally cleared swap agreements are valued using a price provided by an independent pricing service; (f) OTC swap agreements are valued using a price provided by an independent pricing service; (g) Forward foreign currency exchange contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and the Fund’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service; and (h) Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers.
Foreign securities’ (including forward foreign currency exchange contracts) prices are converted into U.S. dollar amounts using the applicable exchange rates as of Market Close. If market quotations are available and believed to be reliable for foreign exchange-traded equity securities, the securities will be valued at the market quotations.
11

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Because trading hours for certain foreign securities end before Market Close, closing market quotations may become unreliable. An independent pricing service determines the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of Market Close. Foreign securities’ prices meeting the approved degree of certainty that the price is not reflective of current value will be valued by the independent pricing service using pricing models designed to estimate likely changes in the values of those securities between the times in which the trading in those securities is substantially completed and Market Close. Multiple factors may be considered by the independent pricing service in determining the value of such securities and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures.
All other assets for which market quotations are not readily available or became unreliable (or if the above fair valuation methods are unavailable or determined to be unreliable) are valued at fair value as determined in good faith by or under the supervision of the Board following procedures approved by the Board. The Board has delegated to the Investment Adviser responsibility for overseeing the implementation of the Fund’s valuation procedures; a “Pricing Committee” comprised of employees of the Investment Adviser or its affiliates has responsibility for applying the fair valuation methods set forth in the procedures and, if a fair valuation cannot be determined pursuant to the fair valuation methods, determining the fair value of assets held by the Fund. 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 a security’s fair value. Valuations change in response to many factors including the historical and prospective earnings of the issuer, the value of the issuer’s assets, general economic conditions, interest rates, investor perceptions and market liquidity. 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.
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. A reconciliation of Level 3 investments within the Portfolio of 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
12

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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. At least annually, the Fund intends to distribute all or substantially all of its net realized capital gains. 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 was 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
13

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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 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.
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. In the case of inverse securities, the interest rate paid by such securities generally will decrease when the market rate of interest to which the inverse security is indexed increases. 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 low interest rate environment, which may increase the Fund’s exposure to risks associated with rising market interest rates. Rising market interest rates could 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 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
14

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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.
The Fund’s maximum risk of loss from counterparty credit risk on OTC derivatives is generally the aggregate unrealized gain in excess of any collateral pledged by the counterparty to the Fund. For purchased OTC options, the Fund bears the risk of loss in the amount of the premiums paid and the change in market value of the options should the counterparty not perform under the contracts. The
Fund did not enter into any purchased OTC options during the year ended February 28, 2022.
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 28, 2022, the total value of open written OTC call options subject to Master Agreements in a liability position was $239,305. If a contingent feature had been triggered, the Fund could have been required to pay this amount in cash to its counterparties. At February 28, 2022, the Fund did not pledge any cash collateral for its open written OTC call options. There were no credit events during the year ended February 28, 2022 that triggered any credit related contingent features.
H. 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 seeks to generate gains from the call options writing strategy over a market cycle to supplement the
15

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
dividend yield of its underlying portfolio of high dividend yield equity securities.
During the year ended February 28, 2022, the Fund had an average notional amount of $28,082,072 on written equity options. Please refer to the table within the Portfolio of Investments for open written equity options at February 28, 2022.
I. 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 the risk of loss from such claims remote.
NOTE 3 — INVESTMENT TRANSACTIONS
The cost of purchases and proceeds from sales of investments for the year ended February 28, 2022, excluding short-term securities, were $73,968,960 and $79,053,326, 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 1.05% 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).
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, leverage expenses, extraordinary expenses, and acquired fund fees and expenses to 1.30% of average daily managed assets.
Effective January 1, 2022, pursuant to a side letter agreement through March 1, 2023, the Investment Adviser has further lowered expenses to 1.20% of average daily managed assets. Prior to January 1, 2022 the side letter agreement limited expenses to 1.25% of average daily managed assets. Termination or modification of this obligation requires approval by the Board. Any fees waived pursuant to the side letter agreement shall not be eligible for recoupment.
Unless otherwise specified above, 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 28, 2022, there are no amounts of waived and/or reimbursed fees that are subject to possible recoupment by the Investment Advisor.
The Expense Limitation Agreement is contractual through March 1, 2023 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
16

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (continued)
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
For the years ended February 28, 2022 and February 28, 2021, the Fund had no capital shares activity.
Share Repurchase Program
Effective April 1, 2022, pursuant to an open-market share repurchase program, the Fund may purchase, over the period ending March 31, 2023, up to 10% of its stock in open-market transactions. Previously, pursuant to an open-market share repurchase program effective April 1, 2021, the Fund could have purchased, over the period ended March 31, 2022, 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 years ended February 28, 2022 and February 28, 2021, the Fund had no repurchases.
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 short-term capital gains, capital loss carryforwards, foreign currency transactions, 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.
The following permanent tax differences have been reclassified as of the Fund’s tax year ended December 31, 2021:
Paid-in
Capital
Distributable
Earnings
$ 496,075
$ (496,075)
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, 2022. 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 as of the Fund’s most recent tax year-ends was as follows:
Tax Year Ended
December 31, 2021
Tax Year Ended
December 31, 2020
Ordinary
Income
Return
of Capital
Ordinary
Income
Return
of Capital
$1,984,299
$ 8,248,715 $ 1,603,425 $ 6,071,335
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, 2021 were:
Unrealized
Appreciation/
(Depreciation)
Capital Loss Carryforwards
Total
Distributable
Earnings/
(Loss)
Amount
Character
Expiration
Other
$9,410,380 $ (6,996,062)
Short-term
None
$(2,562,239)
$(8,973,596)
(8,825,675)
Long-term
None
$ (15,821,737)
The Fund’s major tax jurisdictions are U.S. federal and Arizona state.
As of February 28, 2022, 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
17

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 8 — FEDERAL INCOME TAXES (continued)
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”)
In 2017, the UK Financial Conduct Authority announced its intention to cease compelling banks to provide the quotations needed to sustain LIBOR after 2021. On March 5, 2021, ICE Benchmark Administration, the administrator of LIBOR, stated that non-U.S. dollar LIBOR reference rates and the one-week and two-month LIBOR reference rates will cease to be provided or no longer be representative immediately after December 31, 2021 and the remaining more commonly used LIBOR settings will cease to be provided or no longer be representative immediately after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies (e.g., the Secured Overnight Financing Rate for U.S. Dollar LIBOR and the Sterling Overnight Interbank Average Rate for Sterling LIBOR).
Discontinuance of LIBOR and adoption/implementation of alternative rates pose a number of risks, including among others whether any substitute rate will experience the market participation and liquidity necessary to provide a workable substitute for LIBOR; the effect on parties’ existing contractual arrangements, hedging transactions, and investment strategies generally from a conversion from LIBOR to alternative rates; the effect on the Fund’s existing investments (including, for example, fixed-income investments; senior loans; CLOs and CDOs; and derivatives transactions), including the possibility that some of those investments may terminate or their terms may be adjusted to the disadvantage of the Fund; and the risk of general market disruption during the period of the conversion. It is difficult to predict at this time the likely impact of the transition away from LIBOR on the Fund.
NOTE 10 — MARKET DISRUPTION
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 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 has resulted, and may continue to result, in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn in economies throughout the world. Natural and environmental disasters and systemic market dislocations are also highly disruptive to economies and markets. In addition, military action by Russia in Ukraine could adversely affect global energy and financial markets and therefore could affect the value of a Fund’s investments, including beyond a 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. Those events as well as other changes in 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 investments of the portfolio and of the Fund. Any of these occurrences could disrupt the operations of the Fund and of the Fund’s service providers.
NOTE 11 — OTHER ACCOUNTING PRONOUNCEMENTS
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848) — 
Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank-offered based reference rates as of the end of 2021. ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.
NOTE 12 — SUBSEQUENT EVENTS
Dividends: Subsequent to February 28, 2022, the Fund made a distribution of:
Per Share
Amount
Declaration Date
Payable Date
Record Date
$0.215
3/15/2022 4/18/2022 4/4/2022
Each quarter, the Fund will provide disclosures with distribution payments made that estimate the percentages
18

NOTES TO FINANCIAL STATEMENTS as of February 28, 2022 (continued)
NOTE 12 — SUBSEQUENT EVENTS (continued)
of that distribution that represent net investment income, capital gains, and return of capital, if any. A significant portion of the quarterly 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.
19

PORTFOLIO OF INVESTMENTS
Voya Asia Pacific High Dividend Equity Income Fund as of February 28, 2022
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: 93.7%
Australia: 13.6%
2,753 Ampol Ltd. $ 59,466 0.1
26,177
APA Group - Stapled Security
191,367 0.2
17,148 Aristocrat Leisure Ltd. 470,370 0.4
298,124 Aurizon Holdings Ltd. 760,489 0.7
31,788 Australia & New Zealand
Banking Group Ltd.
601,807 0.6
60,305 BHP Group Ltd. Australian 2,059,188 2.0
58,504 Brambles Ltd. 421,389 0.4
326 Cochlear Ltd. 53,218 0.1
15,061 Commonwealth Bank of
Australia
1,021,792 1.0
5,511 CSL Ltd. 1,047,775 1.0
18,666 Fortescue Metals Group Ltd. 248,675 0.2
35,824 Goodman Group 579,621 0.5
209,542 GPT Group 747,663 0.7
928 Macquarie Group Ltd. 122,128 0.1
181,815 Medibank Pvt Ltd. 419,359 0.4
31,253 National Australia Bank Ltd. 656,409 0.6
96,788 Origin Energy Ltd. 401,928 0.4
82,729 QBE Insurance Group Ltd. 690,377 0.7
14,203 Rio Tinto Ltd. 1,224,827 1.2
165,966 Scentre Group 368,711 0.3
11,796 Sonic Healthcare Ltd. 301,006 0.3
65,232 South32 Ltd. - AUD 228,966 0.2
187,286 Stockland 566,708 0.5
85,979 TABCORP Holdings Ltd. 310,937 0.3
59,694 Telstra Corp., Ltd. 171,539 0.2
43,619 Treasury Wine Estates Ltd. 367,935 0.3
7,556 WiseTech Global Ltd. 241,913 0.2
14,335,563 13.6
China: 31.6%
1,597,000 Agricultural Bank of China
Ltd. - H Shares
604,814 0.6
170,100 (1) Alibaba Group Holding Ltd. 2,239,175 2.1
25,000 (2) A-Living Smart City Services
Co. Ltd - H Shares
44,813 0.0
28,500 Anhui Conch Cement Co.,
Ltd. - H Shares
152,946 0.1
21,000 Anta Sports Products Ltd. 320,738 0.3
46,300 Bank of Chengdu Co. Ltd. - A
Shares
105,982 0.1
2,535,000
Bank of China Ltd. - H Shares
986,880 0.9
343,880 Bank of Jiangsu Co. Ltd. - A
Shares
363,341 0.3
17,500 Beijing Enterprises Holdings
Ltd.
59,824 0.1
1,500 Beijing Kingsoft Office
Software, Inc. - A Shares
50,936 0.0
15,532 BGI Genomics Co. Ltd. - A
Shares
210,299 0.2
113,500
BOC Hong Kong Holdings Ltd.
408,040 0.4
327,200 BOE Technology Group Co.
Ltd. - A Shares
244,425 0.2
550,000 Bosideng International
Holdings Ltd.
312,932 0.3
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: (continued)
China (continued)
3,500 Byd Co., Ltd. - H Shares $ 108,456 0.1
2,049,000 China Cinda Asset
Management Co. Ltd. -
H Shares
369,872 0.4
876,000 China CITIC Bank Corp. Ltd. -
H Shares
411,644 0.4
398,000 China Coal Energy Co. -
H Shares
248,087 0.2
720,000 China Communications
Services Corp., Ltd. -
H Shares
395,008 0.4
2,111,960 China Construction Bank -
H Shares
1,583,896 1.5
877,000 China Everbright Bank Co.
Ltd. - H Shares
326,163 0.3
330,000 (2) China Feihe Ltd. 393,776 0.4
54,000 China Hongqiao Group Ltd. 75,600 0.1
183,000 China Medical System
Holdings Ltd.
325,860 0.3
42,000
China Mengniu Dairy Co., Ltd.
273,102 0.3
75,000 China Merchants Bank Co.,
Ltd. - H Shares
632,199 0.6
328,000 China National Building
Material Co., Ltd. - H Shares
420,768 0.4
178,000 China Oilfield Services Ltd. -
H Shares
202,920 0.2
84,000 China Overseas Land &
Investment Ltd.
256,466 0.2
269,000 China Railway Group Ltd. -
H Shares
157,945 0.1
414,000 China Resources Cement
Holdings Ltd. - H Shares
354,256 0.3
50,000 China Resources Land Ltd. 243,215 0.2
234,000 China Shenhua Energy Co.,
Ltd. - H Shares
644,901 0.6
173,900 China State Construction
Engineering Corp. Ltd. -
A Shares
140,612 0.1
2,214,000 (2) China Tower Corp. Ltd. -
H Shares
258,049 0.2
184,000 China Traditional Chinese
Medicine Holdings Co. Ltd.
104,891 0.1
346,000 (2) China Yuhua Education Corp.
Ltd.
89,579 0.1
40,000 Chinasoft International Ltd. 36,496 0.0
19,000 Chongqing Changan
Automobile Co. Ltd. -
A Shares
39,321 0.0
62,000 COSCO Shipping Ports, Ltd. 51,093 0.0
490,480 CSPC Pharmaceutical Group
Ltd.
581,397 0.6
31,061 Daan Gene Co. Ltd. -
A Shares
91,396 0.1
387,500 (2) Dali Foods Group Co. Ltd. 204,089 0.2
See Accompanying Notes to Financial Statements
20

PORTFOLIO OF INVESTMENTS
Voya Asia Pacific High Dividend Equity Income Fund as of February 28, 2022 (continued)
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: (continued)
China (continued)
36,100 Dong-E-E-Jiao Co. Ltd. -
A Shares
$ 217,504 0.2
53,800 ENN Natural Gas Co. Ltd. -
A Shares
152,953 0.1
502,000 Far East Horizon Ltd. 427,830 0.4
42,460 Focus Media Information
Technology Co. Ltd. -
A Shares
51,707 0.0
3,545 G-bits Network Technology
Xiamen Co. Ltd. - A Shares
197,486 0.2
55,400 Guosen Securities Co. Ltd. -
A Shares
91,220 0.1
64,000 Haier Smart Home Co. Ltd. -
H Shares
224,261 0.2
449,200 Haitong Securities Co. Ltd. -
H Shares
386,532 0.4
152,700 Huadian Power International
Corp. Ltd. - A Shares
104,471 0.1
256,400 (2) Huatai Securities Co. Ltd. -
H Shares
419,804 0.4
24,600 Huayu Automotive Systems
Co. Ltd. - A Shares
99,321 0.1
1,779,414 Industrial & Commercial Bank
of China - H Shares
1,062,230 1.0
106,400 Industrial Bank Co. Ltd. -
A Shares
373,099 0.4
9,018 Intco Medical Technology Co.
Ltd. - A Shares
73,204 0.1
22,202 Jafron Biomedical Co. Ltd. -
Shares
161,755 0.2
5,300 Jason Furniture Hangzhou Co.
Ltd. - A Shares
59,382 0.1
19,555 (1) JD.com, Inc. - Class A 700,048 0.7
184,800 Joincare Pharmaceutical
Group Industry Co. Ltd. -
A Shares
359,866 0.3
4,572 JOYY, Inc. ADR 211,638 0.2
100,000 Kingboard Holdings Ltd. 467,815 0.4
40,200 Kingsoft Corp. Ltd. 150,340 0.1
800 Kweichow Moutai Co. Ltd. -
A Shares (Nth SSE-SEHK)
227,719 0.2
374,000 Lenovo Group Ltd. 416,475 0.4
47,500 Li Ning Co. Ltd. 474,437 0.5
39,300 (1)(2) Meituan Class B 873,056 0.8
84,000 Ming Yuan Cloud Group
Holdings Ltd.
165,789 0.2
34,600 NetEase, Inc. 662,189 0.6
17,332 (1) NIO, Inc. ADR 395,863 0.4
1,142,000 PetroChina Co., Ltd. -
H Shares
611,685 0.6
22,400 (2) Pharmaron Beijing Co. Ltd. -
H Shares
271,579 0.3
166,000 PICC Property & Casualty
Co., Ltd. - H Shares
175,227 0.2
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: (continued)
China (continued)
100,000 (2) Postal Savings Bank of China
Co. Ltd. - H Shares
$ 82,108 0.1
189,000 Powerlong Real Estate
Holdings Ltd.
90,592 0.1
27,500 Shandong Buchang
Pharmaceuticals Co. Ltd. -
A Shares
90,988 0.1
10,100 Shanghai Bairun Investment
Holding Group Co. Ltd. -
A Shares
72,850 0.1
60,700 Shanghai International Port
Group Co. Ltd. - A Shares
54,997 0.1
30,400 Shanghai Pharmaceuticals
Holding Co. Ltd. - H Shares
54,874 0.1
373,000 Shenzhen International
Holdings Ltd.
384,333 0.4
2,403 Shenzhen Mindray
Bio-Medical Electronics Co.
Ltd. - A Shares
125,072 0.1
24,900 Sichuan Kelun Pharmaceutical
Co. Ltd. - A Shares
68,687 0.1
1,000 Silergy Corp. 133,251 0.1
83,600 Sinopharm Group Co. -
H Shares
202,662 0.2
22,000 (2) Smoore International Holdings
Ltd.
81,665 0.1
67,300 Tencent Holdings Ltd. 3,631,597 3.4
148,000 Tingyi Cayman Islands
Holding Corp.
327,436 0.3
50,196 TongFu Microelectronics Co.
Ltd. - A Shares
145,350 0.1
174,000 (2) Topsports International
Holdings Ltd. - H Shares
180,878 0.2
44,000 Tsingtao Brewery Co., Ltd. -
H Shares
423,317 0.4
268,000 Uni-President China Holdings
Ltd.
278,686 0.3
374,000 Want Want China Holdings
Ltd.
398,133 0.4
30,292 Wuhu Sanqi Interactive
Entertainment Network
Technology Group Co. Ltd. -
A Shares
100,690 0.1
36,000 (2) Yadea Group Holdings Ltd. 53,407 0.1
368,600 Yuexiu Property Co. Ltd. 368,700 0.3
324,200 Zhejiang Semir Garment Co.
Ltd. - A Shares
364,499 0.3
9,500 Zhongsheng Group Holdings
Ltd.
66,338 0.1
37,100 Zhuzhou Kibing Group Co.
Ltd. - A Shares
92,843 0.1
33,266,640 31.6
See Accompanying Notes to Financial Statements
21

PORTFOLIO OF INVESTMENTS
Voya Asia Pacific High Dividend Equity Income Fund as of February 28, 2022 (continued)
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: (continued)
Hong Kong: 5.4%
54,974 AIA Group Ltd. $ 570,842 0.5
106,600 Chow Tai Fook Jewellery
Group Ltd.
221,359 0.2
99,500 CK Hutchison Holdings Ltd. 697,601 0.6
27,500
CK Infrastructure Holdings Ltd.
170,720 0.2
35,000 Hang Lung Properties Ltd. 73,363 0.1
4,300 Hong Kong Exchanges and
Clearing Ltd.
208,364 0.2
75,000 Hongkong Land Holdings
Ltd. - HKHGF
406,155 0.4
5,800 Jardine Matheson Holdings
Ltd.
345,100 0.3
125,000 Power Assets Holdings Ltd. 787,816 0.7
93,000 SITC International Holdings
Co. Ltd.
383,454 0.4
112,000 Swire Pacific Ltd. - Class A 618,936 0.6
271,400 Swire Properties Ltd. 705,781 0.7
17,500
Techtronic Industries Co., Ltd.
293,231 0.3
344,746 (2) WH Group Ltd. 240,762 0.2
5,723,484 5.4
India: 11.6%
2,119 ACC Ltd. 59,021 0.0
8,096 (1) Axis Bank Ltd. 80,322 0.1
7,656 Bharat Forge Ltd. 69,354 0.1
24,041 (1) Bharti Airtel Ltd. 219,838 0.2
27,926 Cholamandalam Investment
and Finance Co. Ltd.
257,632 0.2
28,905 Cipla Ltd. 355,764 0.3
33,987 Container Corp. Of India Ltd. 272,018 0.2
17,462 Dabur India Ltd. 130,920 0.1
163,972 GAIL India Ltd. 317,058 0.3
28,100 Grasim Industries Ltd. 599,672 0.6
4,049 HCL Technologies Ltd. 60,886 0.0
59,875 Hindalco Industries Ltd. 460,147 0.4
118,282 ICICI Bank Ltd. 1,171,552 1.1
24,125 (1) Indus Towers Ltd. 69,244 0.1
69,685 Infosys Ltd. 1,588,112 1.5
138,258 ITC Ltd. 398,101 0.4
35,884 Mahindra & Mahindra Ltd. 378,815 0.4
4,442 Muthoot Finance Ltd. 80,478 0.1
286,557 NTPC Ltd. 510,109 0.5
336,671 Oil & Natural Gas Corp., Ltd. 725,110 0.7
115,302
Power Grid Corp. of India Ltd.
321,060 0.3
603 Shree Cement Ltd. 196,309 0.2
8,930 Shriram Transport Finance Co.
Ltd.
134,227 0.1
94,790 State Bank of India 612,363 0.6
61,934 Sun Pharmaceutical Industries
Ltd.
695,731 0.7
15,694 Tata Consultancy Services
Ltd.
743,452 0.7
37,263 Tata Steel Ltd. 610,134 0.6
43,236 Tech Mahindra Ltd. 814,039 0.8
728 Ultratech Cement Ltd. 63,716 0.1
41,051 Vedanta Ltd. 208,937 0.2
12,204,121 11.6
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: (continued)
Indonesia: 2.4%
1,041,500 Astra International Tbk PT $ 422,365 0.4
1,020,900
Bank Mandiri Persero TBK PT
551,941 0.5
767,900 Bank Negara Indonesia
Persero Tbk PT
430,265 0.4
142,700 Indah Kiat Pulp & Paper Tbk
PT
80,642 0.1
1,911,500 Kalbe Farma Tbk PT 218,864 0.2
85,500 Semen Indonesia Persero Tbk
PT
43,189 0.0
983,300 Telkom Indonesia Persero Tbk
PT
296,871 0.3
290,200 United Tractors Tbk PT 506,394 0.5
2,550,531 2.4
Malaysia: 1.3%
12,000
Fraser & Neave Holdings Bhd
64,595 0.1
33,500 HAP Seng Consolidated Bhd 60,481 0.0
102,600 Hong Leong Bank BHD 491,194 0.5
21,700 Hong Leong Financial Group
Bhd
99,856 0.1
95,700 Petronas Chemicals Group
Bhd
217,681 0.2
54,600 Public Bank BHD 57,987 0.1
241,700 RHB Bank Bhd 340,627 0.3
1,332,421 1.3
New Zealand: 0.5%
160,968 Spark New Zealand Ltd.
494,220
0.5
Philippines: 0.8%
24,880 GT Capital Holdings, Inc. 281,759 0.3
141,920 International Container
Terminal Services, Inc.
582,960 0.5
864,719 0.8
Singapore: 3.0%
7,100 (2) BOC Aviation Ltd. 61,720 0.1
1,105,400 Genting Singapore Ltd. 631,926 0.6
123,700 Oversea-Chinese Banking
Corp., Ltd.
1,071,913 1.0
262,100 Singapore Technologies
Engineering Ltd.
742,772 0.7
52,600 Venture Corp. Ltd. 686,136 0.6
3,194,467 3.0
South Korea: 8.4%
370 Amorepacific Corp. 57,113 0.0
2,692 BGF retail Co. Ltd. 381,366 0.4
380 CJ CheilJedang Corp. 120,367 0.1
7,085 CJ Corp. 499,107 0.5
1,641 CJ ENM Co. Ltd. 179,072 0.2
5,982 DB Insurance Co. Ltd. 307,471 0.3
401 E-Mart, Inc. 43,731 0.0
5,063 GS Engineering &
Construction Corp.
181,960 0.2
20,512 Hana Financial Group, Inc. 833,359 0.8
See Accompanying Notes to Financial Statements
22

PORTFOLIO OF INVESTMENTS
Voya Asia Pacific High Dividend Equity Income Fund as of February 28, 2022 (continued)
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: (continued)
South Korea (continued)
6,989 Hankook Tire & Technology
Co. Ltd.
$ 205,919 0.2
2,254 Hyundai Engineering &
Construction Co. Ltd.
82,118 0.1
590 Hyundai Mobis Co. Ltd. 110,782 0.1
7,736 Hyundai Steel Co. 258,002 0.2
20,226 Industrial Bank Of Korea 181,701 0.2
1,484 Kakao Corp. 117,528 0.1
15,587 KB Financial Group, Inc. 768,976 0.7
8,134 Kia Corp. 504,270 0.5
355 LG Chem Ltd. 168,463 0.2
926 LG Electronics, Inc. 96,671 0.1
31,385 LG Uplus Corp. 344,744 0.3
4,668 Lotte Shopping Co. Ltd. 333,542 0.3
2,009 POSCO 477,989 0.4
5,866 Samsung Securities Co. Ltd. 207,902 0.2
3,474 Samsung Electro-Mechanics
Co. Ltd.
485,694 0.5
434 Samsung SDI Co., Ltd. 200,005 0.2
17,011 Shinhan Financial Group Co.,
Ltd.
553,466 0.5
1,040 SK Chemicals Co. Ltd. 109,250 0.1
6,994 SK Hynix, Inc. 729,156 0.7
5,870 SK Telecom Co., Ltd. 267,866 0.2
7,292 Woori Financial Group, Inc. 87,224 0.1
8,894,814 8.4
Taiwan: 13.7%
57,000 ASE Technology Holding Co.
Ltd
206,016 0.2
54,000 China Steel Corp. 70,219 0.1
1,000 eMemory Technology, Inc. 67,487 0.1
72,000 Evergreen Marine Corp.
Taiwan Ltd.
378,235 0.4
15,000 Formosa Plastics Corp. 56,640 0.0
11,000 Globalwafers Co. Ltd. 272,277 0.3
6,180 Hiwin Technologies Corp. 59,004 0.0
34,000 MediaTek, Inc. 1,343,539 1.3
17,000 Nan Ya Printed Circuit Board
Corp.
325,544 0.3
239,000 Nanya Technology Corp. 669,296 0.6
42,000 Novatek Microelectronics
Corp., Ltd.
696,295 0.7
4,000 Parade Technologies Ltd. 276,167 0.3
41,000
Realtek Semiconductor Corp.
676,007 0.6
337,627 Taiwan Semiconductor
Manufacturing Co., Ltd.
7,258,831 6.9
39,000 Unimicron Technology Corp. 362,614 0.3
327,000
United Microelectronics Corp.
616,183 0.6
124,000 Vanguard International
Semiconductor Corp.
562,758 0.5
312,000 Winbond Electronics Corp. 375,739 0.3
51,000 (1) Yang Ming Marine Transport
Corp.
215,551 0.2
14,488,402 13.7
Shares
Value
Percentage
of Net
Assets
COMMON STOCK: (continued)
Thailand: 1.4%
55,900 Electricity Generating PCL -
Foreign
$ 307,918 0.3
41,700 Indorama Ventures PCL -
Foreign
57,773 0.1
224,400
Land & Houses PCL - Foreign
66,086 0.1
53,000 PTT Exploration & Production
PCL
223,144 0.2
102,800 PTT Exploration & Production
PCL - Foreign
432,814 0.4
69,000 Siam Commercial Bank PCL -
Foreign
266,634 0.2
199,200 Sri Trang Gloves Thailand
PCL - Foreign
156,982 0.1
1,511,351 1.4
Total Common Stock
(Cost $91,575,412)
98,860,733
 93.7
EXCHANGE-TRADED FUNDS: 1.4%
19,098 iShares MSCI All Country
Asia ex Japan ETF
1,501,484
1.4
Total Exchange-Traded
Funds
(Cost $1,710,572)
1,501,484
1.4
PREFERRED STOCK: 3.0%
South Korea: 3.0%
55,998
Samsung Electronics Co., Ltd.
3,094,870
3.0
Total Preferred Stock
(Cost $1,964,230)
3,094,870
3.0
Total Long-Term Investments
(Cost $95,250,214)
103,457,087
98.1
SHORT-TERM INVESTMENTS: 2.0%
Mutual Funds: 2.0%
2,155,000 (3) BlackRock Liquidity Funds,
FedFund, Institutional Class,
0.030%
(Cost $2,155,000)
2,155,000
2.0
Total Short-Term Investments
(Cost $2,155,000)
2,155,000
2.0
Total Investments in
Securities
(Cost $97,405,214)
$ 105,612,087 100.1
Liabilities in Excess of
Other Assets
(128,084) (0.1)
Net Assets $ 105,484,003 100.0
ADR
American Depositary Receipt
(1)
Non-income producing security.
(2)
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.
(3)
Rate shown is the 7-day yield as of February 28, 2022.
See Accompanying Notes to Financial Statements
23

PORTFOLIO OF INVESTMENTS
Voya Asia Pacific High Dividend Equity Income Fund as of February 28, 2022 (continued)
Sector Diversification
Percentage
of Net Assets
Information Technology 22.8%
Financials 20.6
Consumer Discretionary 9.8
Materials 8.1
Industrials 7.2
Communication Services 7.0
Health Care 5.5
Real Estate 4.9
Consumer Staples 4.2
Energy 3.5
Utilities 3.1
Exchange-Traded Funds 1.4
Short-Term Investments 2.0
Liabilities in Excess of Other Assets (0.1)
Net Assets 100.0%
Portfolio holdings are subject to change daily.
Fair Value Measurements^
The following is a summary of the fair valuations according to the inputs used as of February 28, 2022 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 28, 2022
Asset Table
Investments, at fair value
Common Stock
   Australia $ $ 14,335,563 $  — $ 14,335,563
   China 1,410,230 31,856,410  — 33,266,640
   Hong Kong 418,463 5,305,021  — 5,723,484
   India 12,204,121  — 12,204,121
   Indonesia 218,864 2,331,667  — 2,550,531
   Malaysia 442,613 889,808  — 1,332,421
   New Zealand 494,220  — 494,220
   Philippines 582,960 281,759  — 864,719
   Singapore 3,194,467  — 3,194,467
   South Korea 307,471 8,587,343  — 8,894,814
   Taiwan 14,488,402  — 14,488,402
   Thailand 156,982 1,354,369  — 1,511,351
Total Common Stock 3,537,583 95,323,150  — 98,860,733
Exchange-Traded Funds 1,501,484  — 1,501,484
Preferred Stock 3,094,870  — 3,094,870
Short-Term Investments 2,155,000  — 2,155,000
Total Investments, at fair value $ 7,194,067 $ 98,418,020 $  — $ 105,612,087
Liabilities Table
Other Financial Instruments+
Written Options $ $ (239,305) $  — $ (239,305)
Total Liabilities $ $ (239,305) $ $ (239,305)
^
See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.
See Accompanying Notes to Financial Statements
24

PORTFOLIO OF INVESTMENTS
Voya Asia Pacific High Dividend Equity Income Fund as of February 28, 2022 (continued)
+
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.
#
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.
At February 28, 2022, the following OTC written equity options were outstanding for Voya Asia Pacific High Dividend Equity Income Fund:
Description
Counterparty
Put/Call
Expiration
Date
Exercise
Price
Number of
Contracts
Notional
Amount
Premiums
Received
Fair Value
iShares MSCI Australia ETF BNP Paribas
Call
03/18/22
USD 23.980
70,892
USD  1,704,953
$ 41,139 $ (41,028)
iShares MSCI Emerging Markets ETF
JPMorgan Chase Bank N.A.
Call
03/18/22
USD 48.720
523,399
USD 24,458,435
634,935 (198,277)
$ 676,074 $ (239,305)
Currency Abbreviations
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 28, 2022 was as follows:
Derivatives not accounted for as hedging instruments
Location on Statement
of Assets and Liabilities
Fair Value
Liability Derivatives
Equity contracts
Written options, at fair value
$ 239,305
Total Liability Derivatives
$ 239,305
The effect of derivative instruments on the Fund’s Statement of Operations for the year ended February 28, 2022 was as follows:
Amount of Realized Gain or (Loss)
on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments
Written options
Equity contracts $ 4,269,327
Total
$ 4,269,327
Change in Unrealized Appreciation or (Depreciation)
on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments
Written options
Equity contracts $ (147,588)
Total
$ (147,588)
See Accompanying Notes to Financial Statements
25

PORTFOLIO OF INVESTMENTS
Voya Asia Pacific High Dividend Equity Income Fund as of February 28, 2022 (continued)
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 28, 2022:
BNP
Paribas
JPMorgan
Chase Bank N.A.
Totals
Liabilities:
Written options $ 41,028 $ 198,277 $ 239,305
Total Liabilities
$ 41,028 $ 198,277 $ 239,305
Net OTC derivative instruments by counterparty, at fair value
$ (41,028) $ (198,277) $ (239,305)
Total collateral pledged by the Fund/(Received from counterparty)
$ $ $
Net Exposure(1)
$ (41,028) $ (198,277) $ (239,305)
(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.
At February 28, 2022, 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 $97,028,601.
Net unrealized appreciation consisted of:
Gross Unrealized Appreciation
$ 17,308,888
Gross Unrealized Depreciation
(8,933,628)
Net Unrealized Appreciation
$ 8,375,260
See Accompanying Notes to Financial Statements
26

TAX INFORMATION (Unaudited)
Dividends and distributions paid during the tax year ended December 31, 2021 were as follows:
Fund Name
Type
Per Share Amount
Voya Asia Pacific High Dividend Equity Income Fund
NII
$ 0.1668
ROC
$ 0.6932
NII – Net investment income
ROC – Return of capital
For the tax year ended December 31, 2021, 88.48% of ordinary income dividends paid by the Fund (including creditable foreign taxes paid) are designated as qualifying dividend income (QDI) subject to reduced income tax rates for individuals.
Pursuant to Section 853 of the Internal Revenue Code, the Fund designates the following amounts as foreign taxes paid for the tax year ended December 31, 2021:
Creditable
Foreign
Taxes Paid
Per Share
Amount
Portion of Ordinary Income
Distribution Derived from
Foreign Sourced Income*
$491,817
$ 0.0413 99.31%
*
None of the Fund’s income was derived from ineligible foreign sources as defined under Section 901(j) of the Internal Revenue Code.
Foreign taxes paid or withheld should be included in taxable income with an offsetting deduction from gross income or as a credit for taxes paid to foreign governments. Shareholders are strongly advised to consult their own tax advisors regarding the appropriate treatment of foreign taxes paid.
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.
27

SHAREHOLDER MEETING INFORMATION (Unaudited)
Proposal:
1
At this meeting, a proposal was submitted to elect three members of the Board of Trustees to represent the interests of the holders of the Fund, with these individuals to serve as Class II Trustees, for a term of three-years, and until the election and qualification of their successors.
An annual shareholder meeting of Voya Asia Pacific High Dividend Equity Income Fund was held virtually on June 18, 2021.
Proposal
Shares voted
for
Shares voted
against or
withheld
Shares
abstained
Broker
non-vote
Total Shares
Voted
Class II Trustees
Voya Asia Pacific High
Dividend Equity Income Fund
Colleen D. Baldwin
1*
7,185,862.000 2,751,990.000 0.000 0.000 9,937,852.00
Joseph E. Obermeyer
1*
7,191,731.000 2,746,121.000 0.000 0.000 9,937,852.00
Christopher P. Sullivan
1*
7,198,958.000 2,738,894.000 0.000 0.000 9,937,852.00
*
Proposal Passed
After the June 18, 2021 annual shareholder meeting, the following Trustees continued on as Trustees of the Trust: John D. Boyer, Patricia W. Chadwick, Sheryl K. Pressler and Dina Santoro.
28

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
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 61
Trustee
Chairperson
October 2007 – 
Present
January 2020 – 
Present
President, Glantuam Partners, LLC, a business consulting firm (January 2009 – Present).
131
Dentaquest (February 2014 – 
Present); RSR Partners, Inc. (2016 – Present).
John V. Boyer
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 68
Trustee January 2007 – 
Present
Retired. Formerly, President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 – December 2019).
131
None.
Patricia W. Chadwick
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 73
Trustee January 2007 – 
Present
Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 – Present).
131
Wisconsin Energy Corporation (June 2006 – Present); The Royce Funds (22 funds) (December 2009 – Present); and AMICA Mutual Insurance Company (1992 – Present).
Martin J. Gavin
7337 East Doubletree Ranch Rd. Suite 100
Scottsdale, AZ 85258
Age: 72
Trustee August 2015 – 
Present
Retired.
131
None.
Joseph E. Obermeyer
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 64
Trustee May 2013 – 
Present
President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 – Present).
131
None.
Sheryl K. Pressler
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 71
Trustee January 2007 – 
Present
Consultant (May 2001 – 
Present).
131
Centerra Gold Inc. (May 2008 – Present).
Christopher P. Sullivan
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 68
Trustee October 2015 – 
Present
Retired.
131
None.
29

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
Number of
funds in
Fund
Complex
Overseen by
Trustee(2)
Other Board Positions
Held by Trustee
Trustee who is an “interested person”:
Dina Santoro
230 Park Avenue
New York, New York 10169
Age: 48
Trustee July 2018 – Present President, Voya Investments, LLC and Voya Capital, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Chief Operating Officer and Senior Managing Director, Voya Investment Management (January 2022 – Present). Formerly, Senior Managing Director, Head of Product and Marketing Strategy,
Voya Investment Management (September 2017 – December 2021); Managing Director, Quantitative Management Associates, LLC (January 2004 – August 
2017).
131
Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – 
Present); Voya Investments Distributor, LLC (April 2018 – 
Present).
(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 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 Senior Income Fund; 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, 2022.
30

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
Michael Bell
One Orange Way
Windsor, Connecticut 06095
Age: 53
Chief Executive Officer March 2018 – Present Chief Executive Officer and Director, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (March 2020 – Present); Chief Financial Officer, Voya Investment Management (September 2014 – Present). Formerly, Senior Vice President and Chief Financial Officer, Voya Investments Distributor, LLC (September 2019 – 
March 2020); Senior Vice President and Treasurer, Voya Investments Distributor, LLC (November 2015 – September 2019); Senior Vice President, Chief Financial Officer and Treasurer, Voya Investments, LLC (November 2015 – 
March 2018).
Dina Santoro
230 Park Avenue
New York, New York 10169
Age: 48
President March 2018 – Present President and Director, Voya Investments, LLC and Voya Capital, LLC (March 2018 – Present); Director, Voya Funds Services, LLC (March 2018 – Present); Director and Senior Vice President, Voya Investments Distributor, LLC (April 2018 – 
Present); Chief Operating Officer and Senior Managing Director, Voya Investment Management (January 2022 – Present). Formerly, Senior Managing Director, Head of Product and Marketing Strategy, Voya Investment Management (September 2017 –  December 2021); Managing Director, Quantitative Management Associates, LLC (January 2004 – August 2017).
Jonathan Nash
230 Park Avenue
New York, New York 10169
Age: 54
Executive Vice President
Chief Investment Risk Officer
March 2020 – Present
March 2020 – Present
Executive Vice President and Chief Investment Risk Officer, Voya Investments, LLC (March 2020 – Present) and Senior Vice President, Investment Risk Management, Voya Investment Management (March 2017 – Present). Formerly, Vice President, Voya Investments, LLC (September 2018 – March 2020); Consultant, DA Capital LLC (January 2016 – March 2017).
James M. Fink
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Age: 64
Executive Vice President March 2018 – Present Managing Director, Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (March 2018 – Present); Senior Vice President, Voya Investments Distributor, LLC (April 2018 – 
Present); Chief Administrative Officer, Voya Investment Management (September 2017 – Present). Formerly, Managing Director, Operations, Voya Investment Management (March 1999 – September 2017).
Kevin M. Gleason
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 55
Chief Compliance Officer February 2012 – Present Senior Vice President, Voya Investment Management and Chief Compliance Officer, Voya Family of Funds (February 2012 –  Present).
Todd Modic
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 54
Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary January 2007 – Present President, Voya Funds Services, LLC (March 2018 – Present) and Senior Vice President, Voya Investments, LLC (April 2005 – 
Present).
Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 57
Senior Vice President
January 2007 – Present Senior Vice President, Voya Investments, LLC (September 2003 – Present).
Micheline S. Faver
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 44
Senior Vice President
September 2020 – Present Senior Vice President, Head of Fund Compliance and Chief Compliance Officer, Voya Investments, LLC (March 2021 – 
Present). Formerly, Vice President, Head of Fund Compliance and Chief Compliance Officer, Voya Investments, LLC (June 2016 – March 2021).
31

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
Robert Terris
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Age: 51
Senior Vice President
January 2007 – Present Senior Vice President, Voya Investments Distributor, LLC (April 2018 – Present); Senior Vice President, Head of Investment Services, Voya Investments, LLC (April 2018 – 
Present) and Voya Funds Services, LLC (March 2006 – 
Present). Formerly, Senior Vice President, Head of Division Operations, Voya Investments, LLC (October 2015 – April 2018).
Fred Bedoya
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 49
Vice President
Treasurer
September 2012 – Present Vice President, Voya Investments, LLC (October 2015 – 
Present) and Voya Funds Services, LLC (July 2012 – Present).
Maria M. Anderson
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 63
Vice President January 2007 – Present Vice President, Voya Investments, LLC (October 2015 – 
Present) and Voya Funds Services, LLC (September 2004 – 
Present).
Sara M. Donaldson
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 62
Vice President September 2014 – Present Senior Vice President, Voya Investments, LLC (February 2022 – 
Present). Formerly, Vice President, Voya Investments, LLC (October 2015 – February 2022).
Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 54
Vice President January 2007 – Present Vice President, Voya Funds Services, LLC (November 1995 – 
Present) and Voya Investments, LLC (August 1997 – Present).
Jason Kadavy
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 46
Vice President September 2012 – Present Vice President, Voya Investments, LLC (October 2015 – 
Present) and Voya Funds Services, LLC (July 2007 – Present).
Andrew K. Schlueter
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 46
Vice President March 2018 – Present Vice President, Voya Investments Distributor, LLC (April 2018 – 
Present); Vice President, Voya Investments, LLC and Voya Funds Services, LLC (March 2018 – Present); Vice President, Head of Mutual Fund Operations, Voya Investment Management (February 2018 – Present). Formerly, Vice President, Voya Investment Management (March 2014 – February 2018).
Craig Wheeler
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 53
Vice President May 2013 – Present Vice President – Director of Tax, Voya Investments, LLC (October 2015 – Present).
Freddee McGough
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age:56
Assistant Vice President November 2019 – Present Assistant Vice President, Voya Investment Management (September 2001 – Current).
Monia Piacenti
One Orange Way
Windsor, Connecticut 06095
Age: 45
Anti-Money Laundering Officer June 2018 – Present Anti-Money Laundering Officer, Voya Investments Distributor, LLC, Voya Investment Management and Voya Investment Management Trust Co. (June 2018 – Present); Compliance Consultant, Voya Financial, Inc. (January 2019 – Present). Formerly, Senior Compliance Officer, Voya Investment Management (December 2009 – December 2018).
32

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
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 40
Secretary September 2020 – Present Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (September 2020 – Present). Formerly, Vice President, Counsel, Voya Investment Management – Mutual Fund Legal Department (January 2013 – September 2020).
Paul A. Caldarelli
7337 East Doubletree Ranch Rd.
Suite 100
Scottsdale, Arizona 85258
Age: 70
Assistant Secretary June 2010 – Present Vice President and Senior Counsel, Voya Investment Management – Mutual Fund Legal Department (March 2010 – 
Present).
(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.
33

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 18, 2021, the Board of Trustees (“Board”) of Voya Asia Pacific High Dividend Equity Income 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, 2022.
In addition to the Board meeting on November 18, 2021, 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 7-8, 2021, and November 16, 2021. 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. 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, such as fund type and size, and fund category (as determined by Morningstar, Inc., an independent provider of registered fund data (“Morningstar”)); and (2) updates to the Methodology Guide with respect to the content and format of various data prepared in connection with the renewal process, including, but not limited to, investment performance, fee structure, and expense information. 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 Board determined that the omission of any such information was not material to its considerations. Additionally, the Board considered the impact of significant market volatility that occurred during and after the period for which information was requested in conducting its evaluation of the Manager and Sub-Adviser.
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, and each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Fund’s investment management and sub-advisory arrangements.
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
34

ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)
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 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 developments that potentially impact 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 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 consistently complied with, and other periodic reports covering related matters.
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 category and primary benchmark, a broad-based securities market index identified in the Fund’s prospectus, 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. In evaluating these matters, the Board also considered periodic management reports, Selected Peer Group comparisons, and industry information regarding economies of scale.
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
35

ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)
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 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 intends to propose 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 and any revenue sharing payments made by the Manager.
Although the Methodology Guide establishes a framework for profit calculation, 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, including their ability to engage in soft-dollar transactions on behalf of 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 7-8, 2021, November 16, 2021, and/or November 18, 2021 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 Fund’s performance was compared to the hypothetical model performance of the Fund’s options overlay strategy applied to the Fund’s primary benchmark during different market conditions and to the Fund’s Morningstar category, as well as its primary benchmark. The performance data provided to the Board primarily was for various periods ended March 31, 2021. In addition, the Board also considered at its October 7-8, 2021, November 16, 2021, and/or November 18, 2021 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
36

ADVISORY AND SUB-ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)
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, 2021: (1) the Fund is ranked in the first quintile of its Morningstar category for the one-year period, the third quintile for the year-to-date period, the fourth quintile for the five-year period, and the fifth quintile for the three-year and ten-year periods; and (2) the Fund underperformed its primary benchmark for all periods presented, with the exception of the year-to-date period, during which it outperformed. In analyzing this performance data, the Board took into account management’s representations regarding: (1) the competitiveness of the Fund’s performance during certain periods; and (2) recent changes to the Fund’s Sub-Adviser in 2019 from NN Investment Partners to Victory Investment Management Co., Inc and the Fund’s improved performance during more recent periods.
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 third 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 second 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 third quintile of net expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account that, at the Board’s direction during the 2021 annual contract renewal cycle, the Fund’s expense limits were lowered, effective January 1, 2022.
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, different Board members may have given different weight to different individual factors and related conclusions. Based on these conclusions and other factors, the Board voted to renew the Contracts for the Fund for the year ending November 30, 2022.
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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.
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 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 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 currency, security or other risk 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. 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, forward foreign currency exchange
contracts, and futures. Investments in derivatives are generally 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 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. The U.S. government has enacted legislation that provides for new regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union (and other countries outside of the European Union) has implemented similar requirements, which affects the Fund when it enters into a derivatives transaction with a counterparty organized in that country or otherwise subject to that country’s derivatives regulations. Because these requirements are new and evolving (and some of the rules are not yet final), their ultimate impact remains unclear. Central clearing is expected to reduce counterparty 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 new 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 Fund’s consideration of environmental, social and/or governance (“ESG”) factors in selecting investments for the Fund may cause it to forego other favorable investments that other investors who do not consider similar factors or who evaluate them differently might select. This may cause the Fund to underperform the stock market as a whole or other funds that do not consider ESG factors or that use such factors differently. The Sub-Adviser’s consideration of ESG factors is qualitative and subjective by nature, and it is possible that it will have an adverse effect on the Fund’s performance. In evaluating a company in light of ESG factors, the Sub-Adviser may consider information and data obtained through voluntary or third-party reporting that may be incomplete or
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ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)
inaccurate. It is possible the companies identified through the Sub-Adviser’s consideration of ESG factors will not operate as expected and will not exhibit positive ESG characteristics to the extent the Sub-Adviser might have anticipated.
Focused Investing:   To the extent that the Fund invests a substantial portion of its assets in securities related to a particular industry, sector, market segment, or geographic area, its investments will be sensitive to developments in that industry, sector, market segment, or geographic area. The Fund is subject to the risk that changing economic conditions; changing political or regulatory conditions; or natural and other disasters affecting the particular industry, sector, market segment, or geographic area in which the Fund focuses its investments could have a significant impact on its investment performance and could ultimately cause the Fund to underperform, or its net asset value to be more volatile than, other funds that invest more broadly.
Foreign Investments/Developing and Emerging Markets:   To the extent the Fund invests in securities of issuers in markets outside the United States, 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; 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 other measures by the United States 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 country or issuer by the U.S., or on the U.S. by a foreign 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 investments.
Depositary receipts are subject to risks of foreign investments and might not always track the price of the underlying foreign 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 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, environmental problems, and business practices that depart from norms for developed countries and less developed or liquid markets generally. The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign countries. Investors in foreign 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 issuers or foreign persons is limited.
Investment Model:   A manager’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors. The proprietary models used by a manager to evaluate securities or securities markets are based on the manager’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 developing the models. Funds that are actively managed, in whole or in part, according to a quantitative investment model can perform differently from the market as a whole 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. There is no guarantee that the use of these investment models will result in effective investment decisions for the Fund.
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
39

ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)
established secondary market may make it more difficult to value illiquid securities, exposing the Fund to the risk that the price at which it sells illiquid securities will be less than the price at which they were valued when held by the Fund. The prices of illiquid securities may be more volatile than more liquid investments. The risks associated with illiquid securities may be greater in times of financial stress. The Fund could lose money if it cannot sell a security at the time and price that would be most beneficial to the Fund.
Manager:   The Fund is subject to manager risk because it is an actively managed investment portfolio. The adviser, the sub-adviser or each individual portfolio manager will make judgments and apply investment techniques and risk analyses in making investment decisions, but there can be no guarantee that these decisions will produce the desired results. 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 another, and one manager’s growth approach may be different from 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:   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.
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 U.S. 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 has resulted, and may continue to result, in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn in economies throughout the world. Natural and environmental disasters and systemic market dislocations are also highly disruptive to economies and markets. Those events as well as other changes in 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 investments of the Fund and the Fund. 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. There are risks associated with electronic delivery including, but not limited to, that e-mail messages are not secure and may
40

ADDITIONAL INFORMATION — PRINCIPAL RISKS (Unaudited) (continued)
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.
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. The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions. 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.
41

ADDITIONAL INFORMATION (Unaudited)
The following information is a summary of certain changes since February 28, 2021. 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. There also have been no changes in the persons who are primarily responsible for the day-to-day management of the Fund’s portfolio. On September 9, 2021, the Fund’s Board approved a strategy modification that in managing the Fund, the Sub-Adviser takes into account ESG factors and related ESG risk. Additionally, on September 9, 2021, the Fund’s Board approved permitting the Fund the flexibility to invest up to 5% of its assets in special purpose acquisition companies.
Managed Distribution Plan
The Fund was granted exemptive relief by the SEC (the “Order”) which, under the 1940 Act, would permit the Fund, subject to Board approval, to include realized long-term capital gains as a part of its regular distributions to Common Shareholders more frequently than would otherwise be permitted by the 1940 Act (generally once per taxable year) (“Managed Distribution Policy”). The Fund may in the future adopt a Managed Distribution Policy.
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 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 quarterly 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
42

ADDITIONAL INFORMATION (Unaudited) (continued)
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.
KEY FINANCIAL DATES — CALENDAR 2022 DISTRIBUTIONS:
Declaration
Date
Ex Date
Record Date
Payable Date
15-Mar-22 1-Apr-22 4-Apr-22 18-Apr-22
15-Jun-22 1-Jul-22 5-Jul-22 15-Jul-22
15-Sep-22 3-Oct-22 4-Oct-22 17-Oct-22
15-Dec-22 29-Dec-22 30-Dec-22 17-Jan-23
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: IAE).
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 28, 2022 was 10, which does not include approximately 5,673 beneficial owners of shares held in the name of brokers of 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 16, 2021 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.
43

Investment Adviser
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Transfer Agent
Computershare, Inc.
480 Washington Boulevard
Jersey City, New Jersey 07310-1900
Independent Registered Public Accounting Firm
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116
Custodian
The Bank of New York Mellon
One Wall 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
[MISSING IMAGE: lg_voya-r.jpg]
163062         (0222-042022)

 

 

 

 

Item 2. Code of Ethics.

 

As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code of ethics is filed herewith pursuant to Item 10(a)(1), Ex-99.CODE ETH.

 

Item 3. Audit Committee Financial Expert.

 

The Board of Trustees has determined that Colleen D. Baldwin, Martin J. Gavin, and Joseph E. Obermeyer are audit committee financial experts, as defined in Item 3 of Form N-CSR. Ms. Baldwin, Mr. Gavin, and Mr. Obermeyer are “independent” for purposes of Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

Below are the amount of fees that Ernst & Young LLP (“EY”), the Fund’s current Independent Registered Public Accounting Firm, billed to the Fund during the Fund’s fiscal years ended February 28, 2022 and February 28, 2021 and the amount of fees that the previous independent public accounting firm billed to the Fund during the Fund’s fiscal year ended February 28, 2021.

 

(a)Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by Ernst & Young LLP (“EY”), the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $23,900 for the year ended February 28, 2022 and $23,900 for the year ended February 28, 2021.

 

(b)Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by EY that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for the year ended February 28, 2022 and $0 for the year ended February 28, 2021.

 

(c)Tax Fees(1): The aggregate fees billed in each of the last two fiscal years for professional services rendered by EY for tax compliance, tax advice, and tax planning were $37,439 for the year ended February 28, 2022 and $10,110 for the year ended February 28, 2021. Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state, and excise tax returns, tax services related to mergers and routine consulting.

 

(d)All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by EY, other than the services reported in paragraphs (a) through (c) of this Item were $0 for the year ended February 28, 2022 and $0 for the year ended February 28, 2021.

 

 

(1) For the fiscal year ended February 28, 2021, the previous independent public accounting firm billed $730 for Tax Fees.

 

(e)(1)Audit Committee Pre-Approval Policies and Procedures

 

 

 

 

Appendix A

 

AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY

 

I.Statement of Principles

 

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the Voya funds (each a “Fund,” collectively, the “Funds”) set out on Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”) is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.

 

Under Securities and Exchange Commission (“SEC”) rules promulgated in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit services. The Committee may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’ independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s specific pre-approval.

 

For both types of approval, the Committee considers whether the subject services are consistent with the SEC’s rules on auditor independence and that such services are compatible with maintaining the auditors independence. The Committee also considers whether a particular audit firm is in the best position to provide effective and efficient services to the Funds. Reasons that the auditors are in the best position include the auditors’ familiarity with the Funds’ business, personnel, culture, accounting systems, risk profile, and other factors, and whether the services will enhance the Funds’ ability to manage and control risk or improve audit quality. Such factors will be considered as a whole, with no one factor being determinative.

 

The appendices attached to this Policy describe the audit, audit-related, tax-related, and other services that have the Committee’s general pre-approval. For any service that has been approved through general pre-approval, the general pre-approval will remain in place for a period 12 months from the date of pre-approval, unless the Committee determines that a different period is appropriate. The Committee will annually review and pre-approve the services that may be provided by the independent auditors without specific pre-approval. The Committee will revise the list of services subject to general pre-approval as appropriate. This Policy does not serve as a delegation to Fund management of the Committee’s duty to pre-approve services performed by the Funds’ independent auditors.

 

 1 

 

 

II.Audit Services

 

The annual audit services engagement terms and fees are subject to the Committee’s specific pre-approval. Audit services are those services that are normally provided by auditors in connection with statutory and regulatory filings or engagements or those that generally only independent auditors can reasonably provide. They include the Funds’ annual financial statement audit and procedures that the independent auditors must perform in order to form an opinion on the Funds’ financial statements (e.g., information systems and procedural reviews and testing). The Committee will monitor the audit services engagement and approve any changes in terms, conditions or fees deemed by the Committee to be necessary or appropriate.

 

The Committee may grant general pre-approval to other audit services, such as statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or issued in connection with securities offerings.

 

The Committee has pre-approved the audit services listed on Appendix A. The Committee must specifically approve all audit services not listed on Appendix A.

 

III.Audit-related Services

 

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or the review of the Funds’ financial statements or are traditionally performed by the independent auditors. The Committee believes that the provision of audit-related services will not impair the independent auditors’ independence, and therefore may grant pre-approval to audit-related services. Audit-related services include accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Form N-CEN or Form N-CSR.

 

The Committee has pre-approved the audit-related services listed on Appendix B. The Committee must specifically approve all audit-related services not listed on Appendix B.

 

IV.Tax Services

 

The Committee believes the independent auditors can provide tax services to the Funds, including tax compliance, tax planning, and tax advice, without compromising the auditors’ independence. Therefore, the Committee may grant general pre-approval with respect to tax services historically provided by the Funds’ independent auditors that do not, in the Committee’s view, impair auditor independence and that are consistent with the SEC’s rules on auditor independence.

 

The Committee will not grant pre-approval if the independent auditors initially recommends a transaction the sole business purpose of which is tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Committee may consult outside counsel to determine that tax planning and reporting positions are consistent with this Policy.

 

 

 

 

The Committee has pre-approved the tax-related services listed on Appendix C. The Committee must specifically approve all tax-related services not listed on Appendix C.

 

V.Other Services

 

The Committee believes it may grant approval of non-audit services that are permissible services for independent auditors to a Fund. The Committee has determined to grant general pre-approval to other services that it believes are routine and recurring, do not impair auditor independence, and are consistent with SEC rules on auditor independence.

 

The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must specifically approve all non-audit services not listed on Appendix D.

 

A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these impermissible services and the applicability of exceptions to certain of the SEC’s prohibitions.

 

VI.Pre-approval of Fee levels and Budgeted Amounts

 

The Committee will annually establish pre-approval fee levels or budgeted amounts for audit, audit-related, tax and non-audit services to be provided to the Funds by the independent auditors. Any proposed services exceeding these levels or amounts require the Committee’s specific pre-approval. The Committee considers fees for audit and non-audit services when deciding whether to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the appropriate ratio between the total amount of fees for the Fund’s audit, audit-related, and tax services (including fees for services provided to Fund affiliates that are subject to pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund classified as other services (including any such services provided to Fund affiliates that are subject to pre-approval).

 

VII.Procedures

 

Requests or applications for services to be provided by the independent auditors will be submitted to management. If management determines that the services do not fall within those services generally pre-approved by the Committee and set out in the appendices to these procedures, management will submit the services to the Committee or its delagee. Any such submission will include a detailed description of the services to be rendered. Notwithstanding this paragraph, the Committee will, on a quarterly basis, receive from the independent auditors a list of services provided for the previous calendar quarter on a cumulative basis by the auditors during the Pre-Approval Period.

 

 

 

 

VIII.Delegation

 

The Committee may delegate pre-approval authority to one or more of the Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions, including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee or at the option of the member.

 

IX.Additional Requirements

 

The Committee will take any measures the Committee deems necessary or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring independence.

 

Last Approved: November 18, 2021

 

 

 

 

Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2022 through December 31, 2022

 

Service
  The Fund(s) Fee Range
Statutory audits or financial audits (including tax services associated with audit services) As presented to Audit Committee1
Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., consents), and assistance in responding to SEC comment letters. Not to exceed $9,750 per filing
Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies. Not to exceed $8,000 during the Pre-Approval Period
Seed capital audit and related review and issuance of consent on the N-2 registration statement Not to exceed $14,750 per audit
Audit of summary portfolio of investments Not to exceed $750 per fund

 

 

1For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

 

 

 

 

Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2022 through December 31, 2022

 

Service
  The Fund(s) Fund Affiliates Fee Range
Services related to Fund mergers (Excludes tax services  - See Appendix C for tax services associated with Fund mergers) Not to exceed $10,000 per merger
Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies.  [Note:  Under SEC rules some consultations may be “audit” services and others may be “audit-related” services.]   Not to exceed $5,000 per occurrence during the Pre-Approval Period
Review of the Funds’ semi-annual and quarterly financial statements   Not to exceed $2,700 per set of financial statements per fund
Reports to regulatory or government agencies related to the annual engagement   Up to $5,000 per occurrence during the Pre-Approval Period
Regulatory compliance assistance Not to exceed $5,000 per quarter
Training courses   Not to exceed $5,000 per course

 

 

 

 

Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2022 through December 31, 2022

 

Service
  The Fund(s) Fund Affiliates Fee Range
Preparation of federal and state income tax returns and federal excise tax returns for the Funds including assistance and review with excise tax distributions   As presented to Audit Committee2
Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis   As presented to Audit Committee2
Tax assistance and advice regarding statutory, regulatory or administrative developments Not to exceed $5,000 for the Funds or for the Funds’ investment adviser during the Pre-Approval Period

 

 

2For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

 

 

 

 

Appendix C, continued Pre-Approved Tax Services for the Pre-Approval Period January 1, 2022 through December 31, 2022

 

Service
  The Fund(s) Fund Affiliates Fee Range
Tax and technology training sessions   Not to exceed $5,000 per course during the Pre-Approval Period
Tax services associated with Fund mergers Not to exceed $4,000 per fund per merger during the Pre-Approval Period
Ernst & Young LLP Passive Foreign Investment Company (“PFIC”) Analyzer   Not to exceed $95,000 during the Pre-Approval Period
Other tax-related assistance and consultation, including, without limitation, assistance in evaluating derivative financial instruments and international tax issues, qualification and distribution issues, year-end reporting for 1099’s, tax compliance services in foreign jurisdictions and similar routine tax consultations as requested.   Not to exceed $300,000 during the Pre-Approval Period

 

 

 

 

Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2022 through December 31, 2022

 

Service
  The Fund(s) Fund Affiliates Fee Range
Agreed-upon procedures for Class B share 12b-1 programs   Not to exceed $60,000 during the Pre-Approval Period

Security counts performed pursuant to Rule 17f-2 of the 1940 Act (i.e., counts for Funds holding securities with affiliated sub-custodians)

 

Cost to be borne 50% by the Funds and 50% by Voya Investments, LLC.

Not to exceed $5,700 per Fund during the Pre-Approval Period
Agreed upon procedures for 15 (c) FACT Books   Not to exceed $50,000 during the Pre-Approval Period

 

 

 

 

Appendix E

 

Prohibited Non-Audit Services

Dated:          January 1, 2022 to December 31, 2022

 

·Bookkeeping or other services related to the accounting records or financial statements of the Funds

 

·Financial information systems design and implementation

 

·Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

·Actuarial services

 

·Internal audit outsourcing services

 

·Management functions

 

·Human resources

 

·Broker-dealer, investment adviser, or investment banking services

 

·Legal services

 

·Expert services unrelated to the audit

 

·Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible

 

 

 

 

EXHIBIT A

 

VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

VOYA BALANCED PORTFOLIO, INC.

VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND

VOYA EQUITY TRUST

VOYA FUNDS TRUST

VOYA GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

VOYA GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

VOYA INFRASTRUCTURE, INDUSTRIALS, AND MATERIALS FUND

VOYA INTERMEDIATE BOND PORTFOLIO

VOYA INVESTORS TRUST

VOYA GOVERNMENT MONEY MARKET PORTFOLIO

VOYA MUTUAL FUNDS

VOYA PARTNERS, INC.

VOYA SENIOR INCOME FUND

VOYA SEPARATE PORTFOLIOS TRUST

VOYA STRATEGIC ALLOCATIONS PORTFOLIOS, INC.
VOYA VARIABLE FUNDS

VOYA VARIABLE INSURANCE TRUST

VOYA VARIABLE PORTFOLIOS INC,

VOYA VARIABLE PRODUCTS TRUST

 

 

 

 

(e)(2)Percentage of services referred to in 4(b) – (4)(d) that were approved by the audit committee

 

100% of the services were approved by the audit committee.

 

(f)Percentage of hours expended attributable to work performed by other than full time employees of EY if greater than 50%

 

Not applicable.

 

(g)Non-Audit Fees: The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to each Registrant by the independent registered public accounting firm for each Registrant’s fiscal years ended, February 28, 2022 and February 28, 2021; and (ii) the aggregate non-audit fees billed to the investment adviser, or any of its affiliates that provide ongoing services to the registrant, by the independent registered public accounting firm for the same time periods.

 

Registrant/Investment Adviser  2022   2021(1)
Voya Asia Pacific High Dividend Equity Income Fund  $37,439   $10,110 
Voya Investments, LLC (2)  $12,007,569   $16,501,954 

 

 

(1) For the fiscal year ended February 28, 2021, the previous independent public accounting firm billed the Registrant $730 for Non-Audit Fees. 

(2) Each Registrant’s investment adviser and any of its affiliates, which are subsidiaries of Voya Financial, Inc.

 

(h)Principal Accountants Independence: The Registrant’s Audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining EY’s independence.

 

Item 5. Audit Committee of Listed Registrants.

 

a.The registrant has a separately-designated standing audit committee. The members are Colleen D. Baldwin, Martin J. Gavin, and Joseph E. Obermeyer.

 

b.Not applicable.

 

Item 6. Schedule of Investments.

 

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

 

 

 

PROXY VOTING PROCEDURES and GUIDELINES

 

VOYA FUNDS

VOYA iNVESTMENTS, LLC

 

 

Date Last Revised: January 27, 2022

 

 

 

 

Introduction

 

These Proxy Voting Procedures and Guidelines (the “Procedures”, the “Guidelines”) set forth the procedures and guidelines to be followed by Voya Investments, LLC (referred to as the “Advisor”) for the voting of proxies of the Voya funds for which the Advisor serves as the investment manager (the “Funds”). These Procedures and Guidelines have been approved by the Board of Directors/Trustees of the Funds (the “Board”).

 

The Board may determine to delegate proxy voting to a sub-advisor of one or more Funds (rather than to the Advisor), in which case, the sub-advisor’s proxy policies and procedures for implementation on behalf of such Voya fund (a “Sub-Advisor-Voted Fund”) shall be subject to approval by the Board. A Sub-Advisor-Voted Fund is not covered under these Procedures and Guidelines, except as described in the Reporting and Record Retention section below with respect to vote reporting requirements. However, they are covered by those sub-advisor’s proxy policies, provided that the Board has approved them.

 

These Procedures and Guidelines incorporate principles and guidance set forth in relevant pronouncements of the Securities and Exchange Commission (“SEC”) and its staff on the fiduciary duty of the Board to ensure that proxies are voted in a timely manner and that voting decisions are in the Funds’ beneficial owners’ best interest.

 

Pursuant to these Procedures and Guidelines, the Active Ownership team (the “AO Team”) is hereby delegated the responsibility to vote the Funds’ proxies in accordance with these Procedures and Guidelines on behalf of the Funds. In addition, the Compliance Committee of the Board is hereby delegated certain oversight duties regarding the Advisor’s functions that pertain to the voting of the Funds’ proxies.

 

The engagement of a Proxy Advisory Firm shall be subject to the initial approval, and to the annual review and approval, of the Board. The AO Team is responsible for overseeing the Proxy Advisory Firm and shall direct the Proxy Advisory Firm to vote proxies in accordance with the Guidelines.

 

These Procedures and Guidelines will be reviewed by the Board’s Compliance Committee annually and will be updated when appropriate. No change to these Procedures and Guidelines will be made except pursuant to Board approval. Non-material amendments, however, may be approved for immediate implementation by the Board’s Compliance Committee, subject to ratification by the full Board at its next regularly scheduled meeting.

 

Advisor’s Roles and Responsibilities

 

AO Team

 

The Voya AO Team shall direct the Proxy Advisory Firm to vote proxies on behalf of the Funds and the Advisor in connection with annual and special meetings of shareholders (except those regarding bankruptcy matters and/or related plans of reorganization).

 

The AO Team is responsible for overseeing the Proxy Advisory Firm (as defined in the Proxy Advisory Firm section below) and voting the Funds’ proxies in accordance with the Procedures and Guidelines on behalf of the Funds and the Advisor. The AO Team is authorized to direct the Proxy Advisory Firm to vote a Fund’s proxy in accordance with the Procedures and Guidelines. Responsibilities assigned to the AO Team, or activities that support it, may be performed by such members of the Proxy Group (as defined in the Proxy Group section below) or employees of the Advisor’s affiliates as the Proxy Group deems appropriate.

 

The AO Team is also responsible for identifying and informing Counsel (as defined in the Counsel section below) of potential conflicts between the proxy issuer and the Proxy Advisory Firm, the Advisor, the Funds’ principal underwriters, or an affiliated person of the Funds. The AO Team will identify such potential conflicts of interest based on information the Proxy Advisory Firm periodically provides; client analyses, distributor, broker-dealer, and vendor lists; and information derived from other sources, including public filings.

 

Proxy Advisory Firm

 

The Proxy Advisory Firm is responsible for coordinating with the Funds’ custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely manner. To the extent applicable, the Proxy Advisory Firm is required to provide research, analysis, and vote recommendations under its Proxy Voting guidelines. Additionally, the Proxy Advisory Firm is required to produce custom vote recommendations in accordance with the Guidelines and their vote recommendations.

 

 

 

 

Proxy Group

 

The members of the Proxy Group, which may include employees of the Advisor’s affiliates, and may be amended from time to time at the Advisor’s discretion except that the Funds’ Chief Investment Risk Officer, the Funds’ Chief Compliance Officer, and the Funds’ AO Team shall be members unless the Board determines otherwise.

 

Investment Professionals

 

The Funds’ sub-advisors and/or portfolio managers are each referred to herein as an “Investment Professional” and collectively, “Investment Professionals”. Investment Professionals are encouraged to submit a recommendation to the AO Team regarding any proxy-voting-related proposal pertaining to the portfolio securities over which they have day-to-day portfolio management responsibility. Additionally, when requested, Investment Professionals are responsible for submitting a recommendation to the AO Team regarding proxy voting related proxy contests, proposals related to companies with dual class shares with superior voting rights, or mergers and acquisitions involving the portfolio securities over which they have day-to-day portfolio management responsibility.

 

Counsel

 

A member of the mutual funds legal practice group of the Advisor (“Counsel”) is responsible for determining if a potential conflict of interest involving a proxy issuer is in fact a conflict of interest. If Counsel deems a proxy issuer to be a conflict of interest, the Counsel must notify the AO Team, who will in turn notify the Chair of the Compliance Committee of such conflict of interest.

 

Proxy Voting Procedures

 

Proxy Group Oversight

 

A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum is the Funds’ Chief Compliance Officer) will constitute a quorum for purposes of taking action at any meeting of the Group.

 

The Proxy Group may meet in person or by telephone. The Proxy Group also may take action via email in lieu of a meeting, provided that the AO Team follows the directions of a majority of a quorum responding via e-mail.

 

A Proxy Group meeting will be held whenever:

 

·The AO Team receives a recommendation from an Investment Professional to vote a Fund’s proxy contrary to the Guidelines.
·The Proxy Advisory Firm has made no recommendation on a matter and the Procedures do not provide instruction.
·The AO Team requests the Proxy Group’s input and vote recommendation on a matter.

 

At its discretion, the Proxy Group may provide the AO Team with standing instructions to perform responsibilities and related activities assigned to the Proxy Group, on its behalf, provided that such instructions do not violate any requirements of these Procedures or the Guidelines.

 

If the Proxy Group has previously provided the AO Team with standing instructions to vote in accordance with the Proxy Advisory Firm’s recommendation, these recommendations do not violate any requirements of these Procedures or the Guidelines, and no conflict of interest exists, the AO Team may implement the instructions without calling a Proxy Group meeting.

 

For each proposal referred to the Proxy Group, it will review:

 

·The relevant Procedures and Guidelines,
·The recommendation of the Proxy Advisory Firm, if any,
·The recommendation of the Investment Professional(s), if any,

·Other resources that any Proxy Group member deems appropriate to aid in a determination of a recommendation.

 

 

 

 

Vote Instruction

 

While the vote of a simple majority of the voting members present will determine any matter submitted to a vote, tie votes will be resolved by securing the vote of members not present at the meeting. The AO Team will ensure compliance with all applicable voting and conflict of interest procedures, and will use best efforts to secure votes from as many absent members as may reasonably be accomplished, providing such members with a substantially similar level of relevant information as that provided at the in-person meeting.

 

In the event a tie vote cannot be resolved, or in the event that the vote remains a tie, the AO Team will refer the vote to the Compliance Committee Chair for vote determination.

 

In the event a tie vote cannot be timely resolved in connection with a voting deadline, the AO Team will abstain from voting on the proposal(s). However, the AO Team will vote in accordance with the Proxy Advisory Firm’s recommendation if abstaining on the vote is not a valid option; i.e., can only vote For, Against, or Withhold.

 

A member of the Proxy Group may abstain from voting on any given matter, provided that the member does not participate in the Proxy Group discussion(s) in connection with the vote determination. If abstention results in the loss of quorum, the process for resolving tie votes will be observed.

 

If the Proxy Group recommends that a Fund vote contrary to the Guidelines, as might be the case upon review of a recommendation from an Investment Professional, the AO Team will follow the procedures in the Out-of-Guidelines section below.

 

Vote Classification

 

These Procedures and Guidelines specify how the Funds generally will vote with respect to the proposals indicated. Unless otherwise noted, the Proxy Group instructs the AO Team, on behalf of the Advisor, to vote in accordance with these Procedures and Guidelines.

 

Within-Guidelines Votes: Votes in Accordance with the Guidelines

 

In the event the Proxy Group and, where applicable, an Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Proxy Advisory Firm, through the AO Team, to vote in this manner.

 

Out-of-Guidelines Votes: Votes Contrary to the Guidelines

 

A vote would be considered Out-of-Guidelines if the:

 

·Vote is contrary to the Guidelines based on the Compliance Committee or Proxy Group determination that the application of the Guidelines is inapplicable or inappropriate under the circumstances. Such votes include, but are not limited to votes cast based on the recommendation of an Investment Professional.
·Vote is contrary to the Guidelines unless the Guidelines stipulate Case-by-Case consideration or that primary consideration will be given to input from an Investment Professional, notwithstanding that the vote appears contrary to these Procedures and Guidelines and/or the Proxy Advisory Firm’s recommendation.

 

Routine Matters

 

Upon instruction from the AO Team, the Proxy Advisory Firm will submit a vote as described in these Procedures and Guidelines where there is a clear policy (e.g., “For,” “Against,” “Withhold,” or “Abstain”) on a proposal.

 

Matters Requiring Case-by-Case Consideration

 

The Proxy Advisory Firm will refer proxy proposals to the AO Team when these Procedures and Guidelines indicate “Case-by-Case.” Additionally, the Proxy Advisory Firm will refer any proxy proposal under circumstances where the application of these Procedures and Guidelines is unclear, appears to involve unusual or controversial issues, or is silent regarding the proposal.

 

Upon receipt of a referral from the Proxy Advisory Firm, the AO Team may solicit additional research or clarification from the Proxy Advisory Firm, Investment Professional(s), or other sources.

 

 

 

 

The AO Team will review matters requiring Case-by-Case consideration to determine if the Proxy Group had previously provided the AO Team with standing vote instructions, or a provision within the Guidelines is applicable based on prior voting history.

 

If a matter requires input and a vote determination from the Proxy Group, the AO Team will forward the Proxy Advisory Firm’s analysis and recommendation, the AO Team’s recommendation and/or any research obtained from the Investment Professional(s), the Proxy Advisory Firm, or any other source to the Proxy Group. The Proxy Group may consult with the Proxy Advisory Firm and/or Investment Professional(s) as appropriate.

 

The AO Team will use best efforts to convene a Proxy Group meeting with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with a voting deadline, it is the policy of the Funds and Advisor to vote in accordance with the Proxy Advisory Firm’s recommendation.

 

Non-Votes: Votes in which No Action is Taken

 

The AO Team will make reasonable efforts to secure and vote all proxies for the Funds, including markets where shareholders’ rights are limited. Nevertheless, the Proxy Group may recommend that a Fund refrain from voting under certain circumstances including:

 

·The economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with fractional shares, securities no longer held in the portfolio of a Voya fund or proxies being considered on behalf of a Fund that is no longer in existence.
·The cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases when share blocking practices may impose trading restrictions on the relevant portfolio security.

 

In such cases, the Proxy Group may instruct the Proxy Advisory Firm, through the AO Team, not to vote such proxy. The Proxy Group may provide the AO Team with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s review of a specific proxy.

 

Further, Counsel may require the AO Team to abstain from voting any proposal that is subject to a material conflict of interest provided that abstaining has no effect on the vote outcome.

 

Matters Requiring Further Consideration

 

Referrals to the Compliance Committee

 

If a vote is deemed Out-of-Guidelines and Counsel has determined that a material conflict of interest appears to exist with respect to the party or parties (i.e., Proxy Advisory Firm, the Advisor, underwriters, affiliates, any participating Proxy Group member, or any Investment Professional(s)) participating in the voting process, the AO Team will refer the vote to the Compliance Committee Chair.

 

Further, if an Investment Professional discloses a potential conflict of interest, and Counsel determines that the conflict of interest appears to exist, the proposal will also be referred to the Compliance Committee for review, regardless of whether the vote is Within- or Out-of-Guidelines.

 

The Compliance Committee will be provided all recommendations (including Investment Professional(s)), analyses, research, and Conflicts Reports and any other written materials used to establish whether a conflict of interest exists and will instruct the AO Team how such referred proposals should be voted.

 

The AO Team will use best efforts to refer matters to the Compliance Committee for its consideration in a timely manner. In the event any such matter cannot be referred to or considered by the Compliance Committee in a timely manner, the Compliance Committee’s standing instruction is to vote Within Guidelines.

 

The Compliance Committee will receive a report detailing proposals that were voted Out-of-Guidelines, if the Investment Professional’s recommendation was not acted on, or was referred to the Compliance Committee.

 

Consultation with Compliance Committee

 

The AO Team may consult the Compliance Committee Chair for guidance on behalf of the Committee if application of these Procedures and Guidelines is unclear, or a recommendation is received from an Investment Professional in connection with any unusual or controversial issue.

 

 

 

 

Conflicts of Interest

 

The Advisor shall act in the Funds’ beneficial owners’ best interests and strive to avoid conflicts of interest.

 

Conflicts of interest can arise, for example, in situations where:

 

·The issuer is a vendor whose products or services are material to the Voya Funds, the Advisor or their affiliates;
·The issuer is an entity participating to a material extent in the distribution of the Voya Funds;
·The issuer is a significant executing broker dealer;
·Any individual that participates in the voting process for the Funds including an Investment Professional, a member of the Proxy Group, an employee of the Advisor, or Director/Trustee of the Board serves as a director or officer of the issuer; or
·The issuer is Voya Financial.

 

Potential Conflicts with a Proxy Issuer

 

The AO Team is responsible for identifying and informing Counsel of potential conflicts with the proxy issuer. In addition to obtaining potential conflict of interest information described in the Roles and Responsibilities section above, members of the Proxy Group are required to disclose to the AO Team any potential conflicts of interests prior to discussing the Proxy Advisory Firms’ recommendation.

 

The Proxy Group member will advise the AO Team in the event he/she believes that a potential or perceived conflict of interest exists that may preclude him/her from making a vote determination in the best interests of the Funds’ beneficial owners. The Proxy Group member may elect to recuse himself/herself from consideration of the relevant proxy or have Counsel consider the matter, recusing him/herself only in the event Counsel determines that a material conflict of interest exists. If recusal, whether voluntary or pursuant to Counsel’s findings, does not occur prior to the member’s participation in any Proxy Group discussion of the relevant proxy, any Out-of-Guidelines Vote determination is subject to the Compliance Committee referral process. Should members of the Proxy Group verbally disclose a potential conflict of interest, they are required to complete a Conflict of Interest Report, which will be reviewed by Counsel.

 

Investment Professionals are also required to complete a Conflict of Interest Report or confirm that they do not have any potential conflicts of interests when submitting a vote recommendation to the AO Team.

 

The AO Team gathers and analyzes the information provided by the Proxy Advisory Firm, the Advisor, the Funds’ principal underwriters, affiliates of the Funds, Proxy Group members, Investment Professionals, and the Directors and Officers of the Funds. Counsel will document such potential material conflicts of interest on a consolidated basis as appropriate.

 

The AO Team will instruct the Proxy Advisory Firm to vote the proxy as recommended by the Proxy Group if Counsel determines that a material conflict of interest does not appear to exist with respect to a proxy issuer, any participating Proxy Group member, or any participating Investment Professional(s).

 

Compliance Committee Oversight

 

The AO Team will refer a proposal to the Funds’ Compliance Committee if the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has determined that a material conflict of interest appears to exist in order that the conflicted party(ies) have no opportunity to exercise voting discretion over a Fund’s proxy.

 

The AO Team will refer the proposal to the Compliance Committee Chair, forwarding all information relevant to the Compliance Committee’s review, including the following or a summary of its contents:

 

·The applicable Procedures and Guidelines
·The Proxy Advisory Firm recommendation
·The Investment Professional(s)’s recommendation, if available
·Any resources used by the Proxy Group in arriving at its recommendation
·Counsel’s findings
·Conflicts Report(s) and/or any other written materials establishing whether a conflict of interest exists.

 

In the event a member of the Funds’ Compliance Committee believes he/she has a conflict of interest that would preclude him/her from making a vote determination in the best interests of the applicable Fund’s beneficial owners, the Compliance Committee member will advise the Compliance Committee Chair and recuse himself/herself with respect to the relevant proxy determinations.

 

 

 

 

Conflicts Reports

 

Investment Professionals, the Proxy Advisory Firm, and members of the Compliance Committee, the Proxy Group, and the AO Team are required to disclose any potential conflicts of interest and/or confirm they do not have a conflict of interest in connection with their participation in the voting process for portfolio securities. The Conflicts Report should describe any known relationships of either a business or personal nature that Counsel has not previously assessed, which may include communications with respect to the referral item, but excluding routine communications with or submitted to the AO Team or Investment Professional(s) on behalf of the subject company or a proponent of a shareholder proposal.

 

The Conflicts Report should also include written confirmation that the Investment Professional based the recommendation in connection with an Out-of-Guidelines Vote or under circumstances where a conflict of interest exists solely on the investment merits of the proposal and without regard to any other consideration.

 

Completed Conflicts Reports should be provided to the AO Team as soon as possible and may be submitted to the AO Team verbally, provided the AO Team completes the Conflicts Report, and the submitter reviews and approves the Conflict Report in writing.

 

The AO Team will forward all Conflicts Reports to Counsel for review. Upon review, Counsel will provide the AO Team with a brief statement indicating if a material conflict of interest is present.

 

Counsel will document such potential conflicts of interest on a consolidated basis as appropriate rather than maintain individual Conflicts Reports.

 

Assessment of the Proxy Advisory Firm

 

The AO Team, on behalf of the Board and the Advisor, will assess if the Proxy Advisory Firm:

 

·Is independent from the Advisor
·Has resources that indicate it can competently provide analysis of proxy issues
·Can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners
·Has adequate compliance policies and procedures to:
oEnsure that its proxy voting recommendations are based on current and accurate information
oIdentify and address conflicts of interest.

 

The AO Team will utilize, and the Proxy Advisory Firm will comply with, such methods for completing the assessment as the AO Team may deem reasonably appropriate. The Proxy Advisory Firm will also promptly notify the AO Team in writing of any material change to information previously provided to the AO Team in connection with establishing the Proxy Advisory Firm’s independence, competence, or impartiality.

 

Information provided in connection with the Proxy Advisory Firm’s potential conflict of interest will be forwarded to Counsel for review. Counsel will review such information and advise the AO Team as to whether a material concern exists and if so, determine the most appropriate course of action to eliminate such concern.

 

Voting Funds of Funds, Investing Funds and Feeder Funds

 

Funds that are “Funds-of-Funds” will “echo” vote their interests in underlying mutual funds, which may include mutual funds other than the Voya funds indicated on Voya’s website (www.voyainvestments.com). Meaning that, if the Fund-of-Funds must vote on a proposal with respect to an underlying investment company, the Fund-of-Funds will vote its interest in that underlying fund in the same proportion all other shareholders in the underlying investment company voted their interests.

 

However, if the underlying fund has no other shareholders, the Fund-of-Funds will vote as follows:

 

·If the Fund-of-Funds and the underlying fund are being solicited to vote on the same proposal (e.g., the election of fund directors/trustees), the Fund-of-Funds will vote the shares it holds in the underlying fund in the same proportion as all votes received from the holders of the Fund-of-Funds’ shares with respect to that proposal.
·If the Fund-of-Funds is being solicited to vote on a proposal for an underlying fund (e.g., a new Sub-Advisor to the underlying fund), and there is no corresponding proposal at the Fund-of-Funds level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal.

 

 

 

 

An Investing Fund (e.g., any Voya fund), while not a Fund-of-Funds will have the foregoing Fund-of-Funds procedure applied to any Investing Fund that invests in one or more underlying funds. Accordingly:

 

·Each Investing Fund will “echo” vote its interests in an underlying fund, if the underlying fund has shareholders other than the Investing Fund.
·In the event an underlying fund has no other shareholders, and the Investing Fund and the underlying fund are being solicited to vote on the same proposal, the Investing Fund will vote its interests in the underlying fund in the same proportion as all votes received from the holders of its own shares on that proposal.
·In the event an underlying fund has no other shareholders, and there is no corresponding proposal at the Investing Fund level, the Board will determine the most appropriate method of voting with respect to the underlying fund proposal.

 

A fund that is a “Feeder Fund” in a master-feeder structure passes votes requested by the underlying master fund to its shareholders. Meaning that, if the master fund solicits the Feeder Fund, the Feeder Fund will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to how it should vote its interest in an underlying master fund.

 

When a Voya fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master fund’s proxy voting policies and procedures. As such, except as described in the Reporting and Record Retention section below, Feeder Funds will not be subject to these Procedures and Guidelines.

 

Securities Lending

 

Many of the Funds participate in securities lending arrangements to generate additional revenue for the Fund. Accordingly, the Fund will not be able to vote securities that are on loan under these arrangements. However, under certain circumstances, for voting issues that may have a significant impact on the investment, the Proxy Group or AO Team may request to recall securities that are on loan if they determine that the benefit of voting outweighs the costs and lost revenue to the Fund and the administrative burden of retrieving the securities.

 

Investment Professionals may also deem a vote is “material” in the context of the portfolio(s) they manage. Therefore, they may request that lending activity on behalf of their portfolio(s) with respect to the relevant security be reviewed by the Proxy Group and considered for recall and/or restriction. The Proxy Group will give primary consideration to relevant Investment Professional input in its determination of whether a given proxy vote is material and the associated security accordingly restricted from lending. The determination that a vote is material in the context of a Fund’s portfolio will not mean that such vote is considered material across all Funds voting at that meeting. In order to recall or restrict shares on a timely basis for material voting purposes, the AO Team, on behalf of the Proxy Group, will use best efforts to consider, and when appropriate, to act upon, such requests on a timely basis. Requests to review lending activity in connection with a potentially material vote may be initiated by any relevant Investment Professional and submitted for the Proxy Group’s consideration at any time.

 

Reporting and Record Retention

 

Reporting by the Funds

 

Annually, as required, each Fund and each Sub-Advisor-Voted Fund will post its proxy voting record, or a link to the prior one-year period ending on June 30th on the Voya Funds’ website. The proxy voting record for each Fund and each Sub-Advisor-Voted Fund will also be available on Form N-PX in the EDGAR database on the website of the Securities and Exchange Commission (“SEC”). For any Voya fund that is a feeder in a master/feeder structure, no proxy voting record related to the portfolio securities owned by the master fund will be posted on the Voya funds’ website or included in the Fund’s Form N-PX; however, a cross-reference to the master fund’s proxy voting record as filed in the SEC’s EDGAR database will be included in the Fund’s Form N-PX and posted on the Voya funds’ website. If an underlying master fund solicited any Feeder Fund for a vote during the reporting period, a record of the votes cast by means of the pass-through process described above will be included on the Voya funds’ website and in the Feeder Fund’s Form N-PX.

 

 

 

 

Reporting to the Compliance Committee

 

At each regularly scheduled quarterly Compliance Committee meeting, the Compliance Committee will receive a report from the AO Team indicating each proxy proposal, or a summary of such proposals, that was:

 

1.Voted Out-of-Guidelines, including any proposals voted Out-of-Guidelines as a result of special circumstances raised by an Investment Professional;
2.Voted Within-Guidelines in cases when the Proxy Group did not agree with an Investment Professional’s recommendation;
3.Referred to the Compliance Committee for determination.

 

The report will indicate the name of the company, the substance of the proposal, a summary of the Investment Professional’s recommendation, where applicable, and the reasons for voting, or recommending, an Out-of-Guidelines Vote or, in the case of (2) above, a Within-Guidelines Vote.

 

Reporting by the AO Team on behalf of the Advisor

 

The Advisor will maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following:

 

·A copy of each proxy statement received regarding a Fund’s portfolio securities. Such proxy statements the issuers send are available either in the SEC’s EDGAR database or upon request from the Proxy Advisory Firm.
·A record of each vote cast on behalf of a Fund.
·A copy of any Advisor-created document that was material to making a proxy vote decision, or that memorializes the basis for that decision.
·A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Advisor voted proxies on behalf of a Fund.
·A record of all recommendations from Investment Professionals to vote contrary to the Guidelines.
·All proxy questions/recommendations that have been referred to the Compliance Committee, and all applicable recommendations, analyses, research, Conflict Reports, and vote determinations.

 

All proxy voting materials and supporting documentation will be retained for a minimum of six years, the first two years in the Advisor’s office.

 

Records Maintained by the Proxy Advisory Firm

 

The Proxy Advisory Firm will retain a record of all proxy votes handled by the Proxy Advisory Firm. Such record must reflect all the information required to be disclosed in a Fund’s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Proxy Advisory Firm is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Advisor upon request.

 

 

 

 

PROXY VOTING GUIDELINES

 

Introduction

 

Proxies must be voted in the best interest of the Funds’ beneficial owners. The Guidelines summarize the Funds’ positions on various issues of concern to investors, and give an indication of how the Funds’ ballots will be voted on proposals dealing with particular issues. Nevertheless, the Guidelines are not exhaustive, do not include all potential voting issues, and proposals may be addressed, as necessary, on a CASE-BY-CASE basis rather than according to the Guidelines, factoring in the merits of the rationale and disclosure provided.

 

These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available will be considered CASE-BY-CASE.

 

Investment Professionals are encouraged to submit a recommendation to the AO Team regarding proxy voting related to the portfolio securities over which they have day-to-day portfolio management responsibility. Recommendations from the Investment Professionals may be submitted or requested in connection with any proposal and are likely to be requested with respect to proxies for private equity or fixed income securities and/or proposals related to merger transactions/corporate restructurings, proxy contests, or unusual or controversial issues.

 

These policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.

 

Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement, or other legal requirement to which an issuer may be or become subject. No proposal will be supported whose implementation would contravene such requirements.

 

General Policies

 

The Funds’ policy is generally to support the recommendation of the relevant company’s management when the Proxy Advisory Firm’s recommendation also aligns with such recommendation and to vote in accordance with the Proxy Advisory Firm’s recommendation when management has made no recommendation. However, this policy will not apply to CASE-BY-CASE proposals for which a contrary recommendation from the relevant Investment Professional(s) is being utilized.

 

The rationale and vote recommendation from Investment Professionals will be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund.

 

The Fund’s policy is to not support proposals that would negatively impact the existing rights of the Funds’ beneficial owners. Further, shareholder proposals will generally not be supported if they impose excessive costs and/or are overly restrictive or prescriptive. Depending on the relevant market, appropriate opposition may be expressed as an ABSTAIN, AGAINST, or WITHHOLD vote.

 

In the event competing shareholder and board proposals appear on the same agenda at uncontested proxies, the shareholder proposal will generally not by supported and the management proposal supported when the management proposal meets the factors for support under the relevant topic/policy (e.g., Allocation of Income and Dividends), otherwise consider the competing proposals on a CASE-BY-CASE basis.

 

International Policies

 

Companies incorporated outside the U.S. are subject to the foregoing U.S. Guidelines if they are listed on a U.S. exchange and treated as a U.S. domestic issuer by the SEC. Where applicable, certain U.S. guidelines may also be applied to companies incorporated outside the U.S., e.g., companies with a significant base of U.S. operations and employees.

 

However, given the differing regulatory and legal requirements, market practices, and political and economic systems existing in various international markets, the Funds will:

 

 

 

 

·Vote AGAINST international proxy proposals when the Proxy Advisory Firm recommends voting AGAINST such proposal because relevant disclosure by the company, or the time provided for consideration of such disclosure, is inadequate;

 

·Consider proposals that are associated with a firm AGAINST vote on a CASE-BY-CASE basis if the Proxy Advisory Firm recommends their support when:
  
·The company or market transitions to better practices (e.g., having committed to new regulations or governance codes);
·The market standard is stricter than the Fund’s guidelines; or
·It is the more favorable choice when shareholders must choose between alternate proposals.

 

Proposal Specific Policies

 

As mentioned above, these policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis when unusual or controversial circumstances so dictate.

 

Proxy Contests:

 

Consider votes in contested elections on a CASE-BY-CASE basis, with primary consideration given to input from the relevant Investment Professional(s).

 

Uncontested Proxies:

 

1-The Board of Directors

 

Overview

 

The Funds may lodge disagreement with a company’s policies or practices by withholding support from the relevant proposal rather than from the director nominee(s) to which the Proxy Advisory Firm assigns a correlation.

 

In cases where the lodging of disagreement by the Funds is assigned to the board of directors, support will be withheld from the director(s) deemed responsible. Responsibility may be attributed to the entire board, a committee, or an individual, and the Funds will apply a vote accountability guideline (“Vote Accountability Guideline”) specific to the concerns under review. For example:

 

·Relevant committee chair

·Relevant committee member(s)

·Board chair.

 

If director(s) to whom responsibility has been attributed is not standing for election (e.g., the board is classified), support will typically not be withheld from other directors in their stead. Additionally, the Funds will typically vote FOR a director in connection with issues raised by the Proxy Advisory Firm if the director did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Proxy Advisory Firm.

 

Vote with the Proxy Advisory Firm’s recommendation when more candidates are presented than available seats and no other provisions under these Guidelines apply.

 

In cases where a director holds more than one board seat and corresponding votes, manifested as one seat as a physical person plus an additional seat as a representative of a legal entity, generally vote with the Proxy Advisory Firm’s recommendation to withhold support from the legal entity and vote on the physical person.

 

Bundled Director Slates

 

WITHHOLD support from directors or slates of directors when they are presented in a manner not aligned with market best practice and/or regulation, irrespective of complying with independence requirements, such as:

 

·Bundled slates of directors (e.g., Canada, France, Hong Kong, or Spain);
·In markets with term lengths capped by regulation or market practice, directors whose terms exceed the caps or are not disclosed; or

·Directors whose names are not disclosed in advance of the meeting or far enough in advance relative to voting deadlines to make an informed voting decision.

 

 

 

 

For companies with multiple slates in Italy, follow the Proxy Advisory Firm’s standards for assessing which slate is best suited to represent shareholder interests.

 

Independence

 

Director and Board/Committee Independence

 

The Funds expect boards to have an appropriate level of independence at both the board and key committee level. Audit, compensation/remuneration, nominating and/or governance committees are considered key committees. A director would be deemed non-independent if the individual had/has a relationship with the company that could potentially influence the individual’s objectivity causing the inability to satisfy fiduciary standards on behalf of shareholders. The Funds will consider the relevant country or market listing exchange, the country’s corporate governance code, the Proxy Advisory Firm’s standards, and generally accepted best practice (collectively “Independence Expectations”) with respect to determining director independence and Board/Committee independence levels. Note: Non-voting directors (e.g., director emeritus or advisory director) shall be excluded from calculations with respect to board independence.

 

The Funds will consider non-independent directors standing for election on a Case-by-Case basis when the full board or committee does not meet Independence Expectations.

 

·WITHHOLD support from the non-independent nominating committee chair or non-independent board chair, and if necessary, fewest non-independent directors including the Founder, Chairman or CEO if their removal would achieve the independence requirements across the remaining board or key committee, except that support may be withheld from additional directors whose relative level of independence cannot be differentiated, or the number required to achieve the independence requirements is equal to or greater than the number of non-independent directors standing for election.

 

·WITHHOLD support from slates of directors if the board’s independence cannot be ascertained due to inadequate disclosure or when the board’s independence does not meet Independence Expectations.

 

·WITHHOLD support from key committee slates if they contain non-independent directors.

 

·WITHHOLD support from non-independent nominating committee chair, board chair, and/or directors if the full board serves or appears to serve as a key committee, the board has not established a key committee, or the board and/or a key committee(s) does not meet the Independence Expectations.

 

Self-Nominated/Shareholder-Nominated Director Candidates

 

Consider self-nominated or shareholder-nominated director candidates on a CASE-BY-CASE basis. WITHHOLD support from the candidate when:

 

·Adequate disclosure has not been provided (e.g., rationale for candidacy and candidate’s qualifications relative to the company);
·The candidate’s agenda is not in line with the long-term best interests of the company; or
·Multiple self-nominated candidates are being considered as a proxy contest if similar issues are raised (e.g., potential change in control).

 

Management Proposals Seeking Non-Board Member Service on Key Committees

 

Vote AGAINST proposals that permit non-board members to serve on the audit, remuneration (compensation), nominating and/or governance committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s) except where best market practice otherwise dictates.

 

Consider other concerns regarding committee members on a CASE-BY-CASE basis.

 

Shareholder Proposals Regarding Board/Key Committee Independence

 

Vote AGAINST shareholder proposals asking that the independence be greater than that required by the country or market listing exchange or asking to redefine director independence.

 

 

 

 

Board Member Roles and Responsibilities

 

Attendance

 

WITHHOLD support from a director who, during both of the most recent two years, has served on the board during the two-year period but attended less than 75 percent of the board and committee meetings without a valid reason for the absences or if the two-year attendance record cannot be ascertained from available disclosure (e.g., the company did not disclose which director(s) attended less than 75 percent of the board and committee meetings during the director’s period of service without a valid reason for the absences).

 

WITHHOLD support on nominating committee members according to the Vote Accountability Guideline if a director has three or more years of poor attendance without a valid reason for the absences.

 

The two-year attendance policy shall be applied to attendance of statutory auditors at Japanese companies.

 

Over-boarding

 

Vote AGAINST directors who sit on more than:

 

·Two public boards in addition to their own and are named executives officers at any of the companies, WITHHOLD support only at their outside boards.

·Six public company boards, or

·Four public company boards and is the Board Chair at two or more public companies.

 

.Vote AGAINST shareholder proposals limiting the number of public company boards on which a director may serve.

 

Combined Chairman / CEO Role

 

Vote FOR directors without regard to recommendations that the position of chairman should be separate from that of CEO, or should otherwise require to be independent, unless other concerns requiring Case-by-Case consideration are raised (e.g., former CEOs proposed as board chairmen in markets, such as the United Kingdom, for which best practice recommends against such practice).

 

Consider shareholder proposals on a CASE-BY-CASE basis that require the positions of chairman and CEO be held separately.

 

Cumulative/Net Voting Markets (e.g., Russia)

 

When cumulative or net voting applies, generally follow the Proxy Advisory Firm’s approach to vote FOR nominees, such as when asserted by the issuer to be independent, irrespective of key committee membership, even if independence disclosure or criteria fall short of the Proxy Advisory Firm’s standards.

 

Board Accountability

 

Diversity

 

Vote AGAINST directors according to the Vote Accountability Guideline if there is an absence of diversity on the board; consider on a CASE-BY-CASE basis if diversity was present prior to the most recent annual meeting.

 

Vote FOR shareholder proposals that request the company to improve / promote diversity and/or diversity-related disclosure.

 

Return on Equity

 

Vote FOR the top executive at companies in Japan if the only reason the Proxy Advisory Firm’s Withhold recommendation is due to the company underperforming in terms of capital efficiency or company performance, e.g. net losses or low return on equity (ROE).

 

Compensation Practices

 

Support may be withheld from compensation committee members whose actions or disclosure do not appear to support compensation practices aligned with the best interests of the company and its shareholders.

 

Where applicable, votes on compensation committee members in connection with compensation practices should be considered on a Case-by-Case basis:

 

·Say on Pay responsiveness. Consider compensation committee members on a CASE-BY-CASE basis for failure to sufficiently address compensation concerns prompting significant opposition to the most recent say on pay vote or continuing to maintain problematic pay practices, factoring in considerations such as level of shareholder opposition, subsequent actions taken by the compensation committee, and level of responsiveness disclosure.

 

 

 

 

·Say on Pay frequency. WITHHOLD support according to the Vote Accountability Guideline if the Proxy Advisory Firm opposes directors because the company failed to include a Say on Pay proposal and/or a Frequency of Say on Pay proposal when required under SEC or market regulatory provisions; or implemented a say on pay schedule that is less frequent than the frequency most recently preferred by at least a plurality of shareholders; or is an externally-managed issuer (EMI) or externally-managed REIT (EMR) and has failed to include a Say on Pay proposal or adequate disclosure of the compensation structure.
·Commitments. Vote FOR compensation committee members receiving an adverse recommendation by the Proxy Advisory Firm due to problematic pay practices or thresholds (e.g. burn rate) if the company makes a public commitment (e.g., via a Form 8-K filing) to rectify the practice on a going-forward basis. However, consider on a CASE-BY-CASE basis if the company does not rectify the practice by the following year’s annual general meeting.

 

For markets in which the issuer has not followed market practice by submitting a resolution on executive compensation, consider remuneration committee members on a CASE-BY-CASE basis.

 

Accounting Practices

 

Consider on a CASE-BY-CASE basis audit committee members, the company’s CEO or CFO, if nominated as directors, or the board chair or lead director, if poor accounting practice concerns are raised, factoring in considerations such as if the:

 

·Audit committee failed to remediate known on-going material weaknesses in the company’s internal controls for more than a year.
·Company has not yet had a full year to remediate the concerns since the time they were identified.
·Company has taken adequate steps to remediate the concerns cited, which would typically include removing or replacing the responsible executives, and if the concerns are not re-occurring.

 

Vote FOR audit committee members, or the company’s CEO or CFO if nominated as directors, who did not serve on the committee or did not have responsibility over the relevant financial function, during the majority of the time period relevant to the concerns cited.

 

WITHHOLD support on audit committee members according to the Vote Accountability Guideline if the company has failed to disclose auditors’ fees and has not provided an auditor ratification or remuneration proposal for shareholder vote.

 

Problematic Actions

 

Consider directors on a CASE-BY-CASE basis when the Proxy Advisory Firm cites them for problematic actions including a lack of due diligence in relation to a major transaction (e.g., a merger or an acquisition), material failures, lack of risk oversight, scandals, malfeasance, or negligent internal controls at the company or that of an affiliate, factoring in the merits of the director’s performance, rationale, and disclosure when:

 

·Culpability can be attributed to the director (e.g., director manages or is responsible for the relevant function); or
·The director has been directly implicated, resulting in arrest, criminal charge, or regulatory sanction.

 

Consider members of the nominating committee on a CASE-BY-CASE basis when a director with the above concerns is being nominated to serve on the board.

 

Vote AGAINST applicable directors due to share pledging concerns, factoring in the pledged amount, unwind time, and any historical concerns being raised. Responsibility will be assigned to the pledgor, where the pledged amount and unwind time are deemed significant and, therefore, an unnecessary risk to the company.

 

WITHHOLD support from (a) all members of the governance committee, or nominating committee if a formal governance committee has not been established, and (b) directors holding shares with superior voting rights if the company is controlled by means of a dual class share with superior / exclusive voting rights and does not have a reasonable sunset provision; i.e., fewer than five years.

 

 

 

 

WITHHOLD support from incumbent directors (tenure being greater than one year) if (a) no governance or nominating committee directors are under consideration or the company does not have governance or nominating committees, and (b) no director holding the shares with superior voting rights is under consideration; otherwise, consider on a CASE-BY-CASE basis all directors. Investment Professionals that have day-to-day portfolio management responsibility for such companies may be requested to submit a recommendation to the AO Team.

 

WITHHOLD support from directors according to the Vote Accountability Guideline when the Proxy Advisory Firm recommends withholding support due to the board (a) unilaterally adopting by-law amendments that have a negative impact on existing shareholder rights or functions as a diminution of shareholder rights, and which are not specifically addressed under the Guidelines, or (b) failing to remove or subject to a reasonable sunset provision such by-laws.

 

Anti-Takeover Measures

 

WITHHOLD support according to the Vote Accountability Guideline if the company implements excessive anti-takeover measures.

 

WITHHOLD support according to the Vote Accountability Guideline if the company fails to remove restrictive poison pill features, ensure a pill’s expiration, or submit the poison pill in a timely manner to shareholders for vote, unless a company has implemented a policy that should reasonably prevent abusive use of its poison pill.

 

Board Responsiveness

 

Vote FOR if the majority-supported shareholder proposal has been reasonably addressed.

 

oProposals seeking shareholder ratification of a poison pill may be deemed reasonably addressed if the company has implemented a policy that should reasonably prevent abusive use of the pill.

 

WITHHOLD support according to the Vote Accountability Guideline if a shareholder proposal received majority support and the board has not disclosed a credible rationale for not implementing the proposal.

 

WITHHOLD support on a director if the board has not acted upon the director who did not receive shareholder support representing a majority of the votes cast at the previous annual meeting; consider such directors on a CASE-BY-CASE basis if the company has a controlling shareholder(s).

 

Vote FOR when the issue relevant to the majority negative vote has been adequately addressed or cured, which may include sufficient disclosure of the board’s rationale.

 

Board–Related Proposals

 

Classified/Declassified Board Structure

 

Vote AGAINST proposals to classify the board unless the proposal represents an increased frequency of a director’s election in the staggered cycle (e.g., seeking to move from a three-year cycle to a two-year cycle).

 

Vote FOR proposals to repeal classified boards and to elect all directors annually.

 

Board Structure

 

Vote FOR management proposals to adopt or amend board structures.

 

Vote AGAINST if the resulting change(s) would mean the board would not meet Independence Expectations.

 

For companies in Japan, generally vote FOR proposals seeking a board structure that would provide greater independent oversight.

 

Board Size

 

Vote FOR proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations; however, vote AGAINST if seeking to remove shareholder approval rights or the board fails to meet market independence requirements.

 

 

 

 

Director and Officer Indemnification and Liability Protection

 

Consider on a CASE-BY-CASE basis proposals on director and officer indemnification and liability protection, using Delaware law as the standard.

 

Vote against proposals to limit or eliminate entirely directors’ and officers’ liability in connection with monetary damages for violating the duty of care.

 

Vote against indemnification proposals that would expand coverage beyond legal expenses to acts that are more serious violations of fiduciary obligation, such as negligence.

 

Director and Officer Indemnification and Liability Protection

 

Vote in accordance with the Proxy Advisory Firm’s standards (e.g. overly broad provisions).

 

Discharge of Management/Supervisory Board Members

 

Vote FOR management proposals seeking the discharge of management and supervisory board members (including when the proposal is bundled), unless concerns are raised about the past actions of the company’s auditors or directors, or legal or regulatory action is being taken against the board by other shareholders.

 

Vote FOR such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the company or its board.

 

Establish Board Committee

 

Vote FOR shareholder proposals that seek creation of a key committee of the board.

 

Vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.

 

Filling Board Vacancies / Removal of Directors

 

Vote AGAINST proposals that allow directors to be removed only for cause.

 

Vote FOR proposals to restore shareholder ability to remove directors with or without cause.

 

Vote AGAINST proposals that allow only continuing directors to elect replacements to fill board vacancies.

 

Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

 

Stock Ownership Requirements

 

Vote AGAINST such shareholder proposals.

 

Term Limits / Retirement Age

 

Vote FOR management proposals and AGAINST shareholder proposals limiting the tenure of outside directors or imposing a mandatory retirement age for outside directors, unless the proposal seeks to relax existing standards.

 

2-Compensation

 

Frequency of Advisory Votes on Executive Compensation

 

Vote FOR proposals seeking an annual say on pay, and AGAINST those seeking less frequent.

 

Proposals to Provide an Advisory Vote on Executive Compensation (Canada)

 

Vote FOR if it is an ANNUAL vote, unless the company already provides shareholders with an annual vote.

 

Executive Pay Evaluation

 

Advisory Votes on Executive Compensation (Say on Pay) and Remuneration Reports or Committee Members in Absence of Such Proposals

 

Vote FOR management proposals seeking ratification of the company’s executive compensation structure, unless the program includes practices or features not supported under these Guidelines and the proposal receives a negative recommendation from the Proxy Advisory Firm.

 

Listed below are examples of compensation practices and provisions, and respective consideration and treatment under the Guidelines, factoring in whether the company has provided reasonable rationale/disclosure for such factors or the proposal as a whole.

 

 

 

 

Consider on a CASE-BY-CASE basis:

 

·Short-Term Investment Plans where the board has exercised discretion to exclude extraordinary items.
·Retesting in connection with achievement of performance hurdles.
·Long-Term Incentive Plans where executives already hold significant equity positions.
·Long-Term Incentive Plans where the vesting or performance period is too short or stringency of the performance criteria is called into question.
·Pay Practices (or combination of practices) that appear to have created a misalignment between CEO pay and performance with regard to shareholder value.
·Long-Term Incentive Plans that lack an appropriate equity component (e.g., “cash-based only”).
·Excessive levels of discretionary bonuses, recruitment awards, retention awards, non-compete payments, severance/termination payments, perquisites (unreasonable levels in context of total compensation or purpose of the incentive awards or payouts).

 

Vote AGAINST:

 

·Provisions that permit or give the Board sole discretion for repricing, replacement, buy back, exchange, or any other form of alternative options. (Note: cancellation of options would not be considered an exchange unless the cancelled options were re-granted or expressly returned to the plan reserve for reissuance.)
·Single Trigger Severance Provisions in new or materially amended plans, contracts, or payments that do not require an actual change in control in order to be triggered.
·Plans that allow named executive officers to have material input into setting their pay.
·Short-Term Incentive Plans where treatment of payout factors has been inconsistent (e.g., exclusion of losses but not gains).
·Company plans in international markets that provide for contract or notice periods or severance/termination payments that exceed market practices, e.g., relative to multiple of annual compensation.
·Compensation structures at externally-managed issuers (EMI) or externally-managed REITs (EMR) that lack adequate disclosure, based on the Proxy Advisory Firm’s assessment.
·Legacy single trigger severance provisions in plans, contracts, or payments that do not require an actual change in control in order to be triggered.

 

Golden Parachutes

 

Vote to ABSTAIN on golden parachutes if it is determined that the Funds would not have an economic interest, such as the case in an all-cash transaction, regardless of payout terms, amounts, thresholds, etc.

 

However, if an economic interest exists, vote AGAINST due to:

 

·Single or modified-single trigger severance provisions
·Total NEO payout as a percentage of the total equity value.
·Aggregate of all single-triggered components (cash and equity) as a percentage of the total NEO payout.
·Excessive payout.
·Recent material amendments or new agreements that incorporate problematic features.

 

Equity-Based and Other Incentive Plans Including OBRA

 

Equity Compensation

 

Consider on a CASE-BY-CASE basis compensation and employee benefit plans, including those in connection with OBRA, or the issuance of shares in connection with such plans. Vote the plan or issuance based on factors and related vote treatment under the Executive Pay Evaluation section above or based on circumstances specific to such equity plans as follows:

 

Vote FOR the plan, if:

 

·Board independence is the only concern.
·Amendment places a cap on annual grants.
·Amendment adopts or changes administrative features to comply with Section 162(m) of OBRA.
·Amendment adds performance-based goals to comply with Section 162(m) of OBRA.

 

 

 

 

·Cash or cash-and-stock bonus components are being approved for exemption from taxes under Section 162(m) of OBRA.
oGive primary consideration to management’s assessment that such plan meets the requirements for exemption of performance-based compensation.

 

Vote AGAINST if the plan:

 

·Exceeds recommended costs (U.S. or Canada).
·Incorporates share allocation disclosure methods that prevent a cost or dilution assessment.
·Exceeds recommended burn rates and/or dilution limits, including cases in which dilution cannot be fully assessed (e.g., due to inadequate disclosure).
·Allows deep or near-term discounts (or the equivalent, such as dividend equivalents on unexercised options) to executives or directors.
·Provides for retirement benefits or equity incentive awards to outside directors if not in line with market practice.
·Allows financial assistance to executives, directors, subsidiaries, affiliates, or related parties that is not in line with market practice.
·Allows plan administrators to benefit from the plan as potential recipients.
·Allows for an overly liberal change in control definition. (This refers to plans that would reward recipients even if the event does not result in an actual change in control or results in a change in control but does not terminate the employment relationship.)
·Allows for post-employment vesting or exercise of options if deemed inappropriate.
·Allows plan administrators to make material amendments without shareholder approval.
·Allows procedure amendments that do not preserve shareholder approval rights.

 

Amendment Procedures for Equity Compensation Plans and Employee Stock Purchase Plans (ESPPs) (Toronto Stock Exchange Issuers)

 

Vote AGAINST if the amendment procedures do not preserve shareholder approval rights.

 

Stock Option Plans for Independent Internal Statutory Auditors (Japan)

 

Vote AGAINST.

 

Matching Share Plans

 

Vote AGAINST if the matching share plan does not meet recommended standards, considering holding period, discounts, dilution, participation, purchase price, or performance criteria.

 

Employee Stock Purchase Plans or Capital Issuance in Support Thereof

 

Voting decisions are generally based on the Proxy Advisory Firm’s approach to evaluating such proposals.

 

Director Compensation

 

Non-Executive Director Compensation

 

Vote FOR cash-based proposals.

 

Vote AGAINST performance-based equity-based proposals and patterns of excessive pay.

 

Bonus Payments (Japan)

 

Vote FOR if all payments are for directors or auditors who have served as executives of the company, and AGAINST if any payments are for outsiders.

 

Bonus Payments – Scandals

 

Vote AGAINST bonus proposals for a retiring director or continuing director or auditor when culpability can be attributed to the nominee.

 

Consider on a CASE-BY-CASE basis bundled bonus proposals for retiring directors or continuing directors or auditors when culpability cannot be attributed to all nominees.

 

Severance Agreements

 

Vesting of Equity Awards upon Change in Control

 

Vote FOR management proposals seeking a specific treatment (e.g., double trigger or pro-rata) of equity that vests upon change in control, unless evidence exists of abuse in historical compensation practices.

 

 

 

 

Vote AGAINST shareholder proposals regarding the treatment of equity if the change in control severance provisions are double-triggered. Vote FOR the proposal if such provisions are not double-triggered.

 

Executive Severance or Termination Arrangements, including those Related to Executive Recruitment or Retention

 

Vote FOR such compensation arrangements if:

 

·The primary concerns raised would not result in a negative vote, under these Guidelines, on a management say on pay proposal, or the relevant board or committee member(s);
·The company has provided adequate rationale and/or disclosure; or
·Support is recommended as a condition to a major transaction such as a merger.

 

Treatment of Severance Provisions

 

Vote AGAINST new or materially amended plans, contracts, or payments that include single trigger change in control severance provisions or do not require an actual change in control in order to be triggered.

 

Vote FOR shareholder proposals seeking double triggers on change in control severance provisions.

 

Compensation-Related Shareholder Proposals

 

Executive and Director Compensation

 

Consider on a CASE-BY-CASE basis shareholder proposals that seek to impose new compensation structures or policies.

 

Holding Periods

 

Vote AGAINST shareholder proposals requiring mandatory periods for officers and directors to hold company stock.

 

Submit Severance and Termination Payments for Shareholder Ratification

 

Vote FOR shareholder proposals to submit executive severance agreements for shareholder ratification, if such proposals specify change in control events, supplemental executive retirement plans, or deferred executive compensation plans, or if ratification is required by the listing exchange.

 

3-Audit-Related 

 

Auditor Ratification and/or Remuneration

 

Vote FOR management proposals except in such cases as indicated below.

 

Consider on a CASE-BY-CASE basis if:

 

·The Proxy Advisory Firm raises questions of disclosure or auditor independence; or
·Total fees for non-audit services exceed 50 percent of the total auditor fees (including audit-related fees, and tax compliance and preparation fees if applicable).
·There is evidence of excessive compensation relative to the size and nature of the company.

 

Vote AGAINST if the company has failed to disclose auditors’ fees.

 

Vote FOR shareholder proposals asking the company to present its auditor annually for ratification.

 

Auditor Independence

 

Consider on a CASE-BY-CASE basis shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).

 

Audit Firm Rotation

 

Vote AGAINST shareholder proposals asking for mandatory audit firm rotation.

 

Indemnification of Auditors

 

Vote AGAINST the indemnification of auditors.

 

Independent Statutory Auditors (Japan)

 

Vote AGAINST if the candidate is or was affiliated with the company, its main bank, or one of its top shareholders.

 

Vote AGAINST incumbent directors at companies implicated in scandals or exhibiting poor internal controls.

 

 

 

 

Vote FOR remuneration as long as the amount is not excessive (e.g., significant increases should be supported by adequate rationale and disclosure), there is no evidence of abuse, the recipient’s overall compensation appears reasonable, and the board and/or responsible committee meet exchange or market standards for independence.

 

4-Shareholder Rights and Defenses

 

Advance Notice for Shareholder Proposals

 

Vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the company.

 

Corporate Documents / Article and Bylaw Amendments or Related Director Actions

 

Vote FOR if the change or policy is editorial in nature or if shareholder rights are protected.

 

Vote AGAINST if it seeks to impose a negative impact on shareholder rights or diminishes accountability to shareholders, including where the company failed to opt out of a law that affects shareholder rights (e.g., staggered board).

 

With respect to article amendments for Japanese companies:

 

·Vote FOR management proposals to amend a company’s articles to expand its business lines in line with its current industry.
·Vote FOR management proposals to amend a company’s articles to provide for an expansion or reduction in the size of the board, unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns.
·If anti-takeover concerns exist, vote AGAINST management proposals, including bundled proposals, to amend a company’s articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense.
·Follow the Proxy Advisory Firm’s guidelines with respect to management proposals regarding amendments to authorize share repurchases at the board’s discretion, voting AGAINST proposals unless there is little to no likelihood of a creeping takeover or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders’ interest.

 

Majority Voting Standard

 

Vote FOR proposals seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, provided they contain a plurality carve-out for contested elections, and provided such standard does not conflict with applicable law in the country in which the company is incorporated.

 

Vote FOR amendments to corporate documents or other actions promoting a majority standard.

 

Cumulative Voting

 

Vote FOR shareholder proposals to restore or permit cumulative voting.

 

Vote AGAINST management proposals to eliminate cumulative voting if the company:

 

·Is controlled;
·Maintains a classified board of directors; or
·Maintains a dual class voting structure.

 

Proposals may be supported irrespective of classified board status if a company plans to declassify its board or adopt a majority voting standard.

 

Confidential Voting

 

Vote FOR management proposals to adopt confidential voting.

 

Vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:

 

 

 

 

·In the case of a contested election, management should be permitted to request that the dissident group honors its confidential voting policy.
·If the dissidents agree, the policy remains in place.
·If the dissidents do not agree, the confidential voting policy is waived.

 

Fair Price Provisions

 

Consider on a CASE-BY-CASE basis proposals to adopt fair price provisions.

 

Vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

 

Poison Pills

 

Vote AGAINST management proposals in connection with poison pills or anti-takeover activities (e.g., disclosure requirements or issuances, transfers, or repurchases) that can be reasonably construed as an anti-takeover measure, based on the Proxy Advisory Firm’s approach to evaluating such proposals.

 

DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations.

 

Vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification, or to redeem its pill in lieu thereof, unless:

 

·Shareholders have approved adoption of the plan;
·A policy has already been implemented by the company that should reasonably prevent abusive use of the pill; or
·The board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate.

 

Consider on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill.

 

Proxy Access

 

Vote FOR proposals to allow shareholders to nominate directors and have those nominees listed in the company’s proxy statement and on the company’s proxy card, provided that the criteria meet the Funds’ internal thresholds, provided such standard does not conflict with applicable law in the country in which the company is incorporated. However, consider on a CASE-BY-CASE basis shareholder and management proposals that appear on the same agenda.

 

Vote FOR management proposals also supported by the Proxy Advisory Firm.

 

Quorum Requirements

 

Consider on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.

 

Exclusive Forum

 

Vote FOR management proposals to designate Delaware or New York as the exclusive forum for certain legal actions as defined by the company (“Exclusive Forum”) if the company’s state of incorporation is the same as its proposed Exclusive Forum, otherwise consider on a CASE-BY-CASE basis.

 

Reincorporation Proposals

 

Consider on a CASE-BY-CASE basis proposals to change a company’s state of incorporation.

 

Vote FOR management proposals not assessed as:

 

·A potential takeover defense; or
·A significant reduction of minority shareholder rights that outweigh the aggregate positive impact, but if so assessed, weighing management’s rationale for the change.

 

Vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported.

 

Vote AGAINST shareholder reincorporation proposals not also supported by the company.

 

Shareholder Advisory Committees

 

Consider on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.

 

 

 

 

Right to Call Special Meetings

 

Vote FOR management proposals to permit shareholders to call special meetings.

 

Consider on a CASE-BY-CASE basis management proposals to adjust the thresholds applicable to call a special meeting.

 

Vote FOR shareholder proposals that provide shareholders with the ability to call special meetings when any of the following applies:

 

·Company does not currently permit shareholders to do so;
·Existing ownership threshold is greater than 25 percent; or
·Sole concern relates to a net-long position requirement.

 

Written Consent

 

Vote AGAINST shareholder proposals seeking the right to act by written consent if the company:

 

·Permits shareholders to call special meetings;
·Does not impose supermajority vote requirements on business combinations/actions (e.g., a merger or acquisition) and on bylaw or charter amendments; and
·Has otherwise demonstrated its accountability to shareholders (e.g., the company has reasonably addressed majority-supported shareholder proposals).

 

Vote FOR shareholder proposals seeking the right to act by written consent if the above conditions are not present.

 

Vote AGAINST management proposals to eliminate the right to act by written consent.

 

State Takeover Statutes

 

Consider on a CASE-BY-CASE basis proposals to opt-in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

 

Supermajority Shareholder Vote Requirement

 

Vote AGAINST proposals to require a supermajority shareholder vote and FOR proposals to lower supermajority shareholder vote requirements; except,

 

Consider on a CASE-BY-CASE basis if the company has shareholder(s) with significant ownership levels and the retention of existing supermajority requirements would protect minority shareholder interests.

 

Time-Phased Voting

 

Vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.

 

5-Capital and Restructuring

 

Consider on a CASE-BY-CASE basis management proposals to make changes to the capital structure not otherwise addressed under these Guidelines, voting with the Proxy Advisory Firm’s recommendation, unless a contrary recommendation from the relevant Investment Professional(s) is utilized.

 

Vote AGAINST proposals authorizing excessive discretion to a board.

 

Capital

 

Common Stock Authorization

 

Consider on a CASE-BY-CASE basis proposals to increase the number of shares of common stock authorized for issuance. The Proxy Advisory Firm’s proprietary approach of determining appropriate thresholds will be utilized in evaluating such proposals. In cases where the requests are above the allowable threshold, a company-specific qualitative review (e.g., considering rationale and prudent historical usage) will be utilized.

 

Vote FOR proposals within the Proxy Advisory Firm’s allowable thresholds, or those in excess but meeting Proxy Advisory Firm’s qualitative standards, to authorize capital increases, unless the company states that the stock may be used as a takeover defense.

 

 

 

 

Vote FOR proposals to authorize capital increases exceeding the Proxy Advisory Firm’s thresholds when a company’s shares are in danger of being delisted.

 

Notwithstanding the above, vote AGAINST:

 

·Proposals to increase the number of authorized shares of a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines (e.g., merger or acquisition proposals).

 

Dual Class Capital Structures

 

Vote AGAINST:

 

·Proposals to create or perpetuate dual class capital structures with unequal voting rights (e.g., exchange offers, conversions, and recapitalizations) unless supported by the Proxy Advisory Firm (e.g., utilize a one share, one vote standard, contains a sunset provision of five years or fewer, to avert bankruptcy or generate non-dilutive financing, or not designed to increase the voting power of an insider or significant shareholder).
·Proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual class capital structures.

 

Vote FOR proposals to eliminate dual class capital structures.

 

General Share Issuances / Increases in Authorized Capital

 

Consider specific issuance requests on a Case-by-Case basis based on the proposed use and the company’s rationale.

 

Voting decisions to determine support for requests for general issuances (with or without preemptive rights), authorized capital increases, convertible bonds issuances, warrants issuances, or related requests to repurchase and reissue shares, will be based on the Proxy Advisory Firm’s assessment.

 

Preemptive Rights

 

Consider on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the size of a company and the characteristics of its shareholder base.

 

Adjustments to Par Value of Common Stock

 

Vote FOR management proposals to reduce the par value of common stock, unless doing so raises other concerns not otherwise supported under these Guidelines.

 

Preferred Stock

 

Utilize the Proxy Advisory Firm's approach for evaluating issuances or authorizations of preferred stock, taking into account the Proxy Advisory Firm's support of special circumstances, such as mergers or acquisitions, as well as the following criteria:

 

Consider on a CASE-BY-CASE basis proposals to increase the number of shares of blank check preferred shares or preferred stock authorized for issuance. This approach incorporates both qualitative and quantitative measures, including a review of:

 

·Past performance (e.g., board governance, shareholder returns, and historical share usage); and
·The current request (e.g., rationale, whether shares are blank check and declawed, and dilutive impact as determined through the Proxy Advisory Firm’s model for assessing appropriate thresholds).

 

Vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).

 

Vote FOR proposals to issue or create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or not utilize a disparate voting rights structure.

 

Vote AGAINST where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense.

 

Vote FOR proposals to authorize or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

 

 

 

 

Preferred Stock (International)

 

Voting decisions should generally be based on the Proxy Advisory Firm’s approach, including:

 

·Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.
·Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets the Proxy Advisory Firm’s guidelines on equity issuance requests.
·Vote AGAINST the creation of:

 

(1) A new class of preference shares that would carry superior voting rights to the common shares, or

(2) Blank check preferred stock, unless the board states that the authorization will not be used to thwart a takeover bid.

 

Shareholder Proposals Regarding Blank Check Preferred Stock

 

Vote FOR shareholder proposals requesting to have shareholder ratification of blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business.

 

Share Repurchase Programs

 

Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms but vote AGAINST plans with terms favoring selected parties.

 

Vote FOR management proposals to cancel repurchased shares.

 

Vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate volume or duration parameters for the market.

 

Consider on a CASE-BY-CASE basis shareholder proposals seeking share repurchase programs, giving primary consideration to input from the relevant Investment Professional(s).

 

Stock Distributions: Splits and Dividends

 

Vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the Proxy Advisory Firm’s allowable thresholds.

 

Reverse Stock Splits

 

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split, taking into account management’s rationale and/or disclosure if the split constitutes a capital increase effectively exceeding the Proxy Advisory Firm’s allowable threshold due to the lack of a proportionate reduction in the number of shares authorized.

 

Allocation of Income and Dividends

 

With respect to Japanese and South Korean companies, consider management proposals concerning allocation of income and the distribution of dividends, including adjustments to reserves to make capital available for such purposes, on a CASE-BY-CASE basis, voting with the Proxy Advisory Firm’s recommendations to oppose such proposals when:

 

·The dividend payout ratio has been consistently below 30 percent without adequate explanation; or
·The payout is excessive given the company’s financial position.

 

Vote FOR such management proposals by companies in other markets.

 

Vote AGAINST proposals where companies are seeking to establish or maintain disparate dividend distributions between stockholders of the same share class (e.g., long-term stockholders receiving a higher dividend ratio (“Loyalty Dividends”)).

 

In any market, in the event multiple proposals regarding dividends are on the same agenda, vote FOR the management proposal if the proposal meets the support conditions described above and vote AGAINST the shareholder proposal; otherwise, consider on a CASE-BY-CASE basis.

 

 

 

 

Stock (Scrip) Dividend Alternatives

 

Vote FOR most stock (scrip) dividend proposals but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

 

Tracking Stock

 

Consider the creation of tracking stock on a CASE-BY-CASE basis, giving primary consideration to the input from the relevant Investment Professional(s).

 

Capitalization of Reserves

 

Vote FOR proposals to capitalize the company’s reserves for bonus issues of shares or to increase the par value of shares, unless concerns not otherwise supported under these Guidelines are raised by the Proxy Advisory Firm.

 

Debt Instruments and Issuance Requests (International)

 

Vote AGAINST proposals authorizing excessive discretion to a board to issue or set terms for debt instruments (e.g., commercial paper).

 

Vote FOR debt issuances for companies when the gearing level (current debt-to-equity ratio) is not excessive as defined by the Proxy Advisory Firm’s thresholds.

 

Vote AGAINST proposals where the issuance of debt will result in an excessive gearing level as defined by the Proxy Advisory Firm’s thresholds, or for which inadequate disclosure precludes calculation of the gearing level, unless the Proxy Advisory Firm’s approach to evaluating such requests results in support of the proposal.

 

Acceptance of Deposits (India)

 

Voting decisions generally are based on the Proxy Advisory Firm’s approach to evaluating such proposals.

 

Debt Restructurings

 

Consider on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.

 

Financing Plans

 

Vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.

 

Investment of Company Reserves (International)

 

Consider proposals on a case-by-case basis.

 

Restructuring

 

Mergers and Acquisitions, Special Purpose Acquisition Corporations (SPACs) and Corporate Restructurings

 

Vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is recommended by the Proxy Advisory Firm or relevant Investment Professional(s).

 

Consider on a case-by-case basis based on the Proxy Advisory Firm’s approach to evaluating such proposals if no input is provided by the relevant Investment Professional(s).

 

Waiver on Tender-Bid Requirement

 

Consider proposals on a CASE-BY-CASE basis if seeking a waiver for a major shareholder or concert party from the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the request.

 

Related Party Transactions

 

Vote FOR approval of such transactions, unless the agreement requests a strategic move outside the company’s charter, contains unfavorable or high-risk terms (e.g., deposits without security interest or guaranty), or is deemed likely to have a negative impact on director or related party independence.

 

 

 

 

6-Environmental and Social Issues

 

Environmental and Social Proposals

 

Institutional shareholders are scrutinizing an increasing number of shareholder proposals regarding environmental and social matters. Accordingly, in addition to the company’s governance risks and opportunities, companies should also assess their environmental and social risks and opportunities as it pertains to its stakeholders including its employees, shareholders, communities, suppliers, and customers.

 

Companies should adequately disclose how they evaluate and mitigate such material risks in order to allow shareholders to assess how well the companies are mitigating and leveraging their social and environmental risks and opportunities Ideally, companies should adopt disclosure methodologies taking into account recommendations from the Sustainability Accounting Standards Board (SASB), Task Force on Climate-related Financial Disclosures (TCFD), or Global Reporting Initiative (GRI) to foster uniform disclosure and to allow shareholders to assess risks across issuers.

 

Accordingly, vote FOR proposals related to environmental, sustainability and corporate social responsibility if the company’s disclosure and/or its management of the issue(s) appears inadequate relative to its peers and if the proposal:

 

·is applicable to the company’s business,
·enhances long-term shareholder value,
·requests more transparency and commitment to improve the company’s environmental and/or social risks,
·aims to benefit the company’s stakeholders,
·is reasonable and not unduly onerous or costly, or
·is not requesting data that is primarily duplicative to data the company already publicly provides.

 

Environmental

 

Generally, vote FOR proposals relating to environmental impact that reasonably:

 

·aim to reduce negative environmental impact, including the reduction of GHG emissions and other contributing factors to global climate change,
·request disclosure of how the company is addressing its impact on the climate.

 

Social

 

Generally, vote FOR proposals relating to corporate social responsibility that request disclosure of how the company is managing its:

 

·employee and board diversity
·human capital management, human rights, and supply chain risks.

 

Approval of Donations

 

Vote FOR proposals if they are for single- or multi-year authorities and prior disclosure of amounts is provided. Otherwise, vote AGAINST such proposals.

 

7-Routine/Miscellaneous

 

Routine Management Proposals

 

Consider proposals on a CASE-BY-CASE basis when the Proxy Advisory Firm recommends voting AGAINST.

 

Authority to Call Shareholder Meetings on Less than 21 Days’ Notice

 

For companies in the United Kingdom, consider on a CASE-BY-CASE basis, factoring in whether the company has provided clear disclosure of its compliance with any hurdle conditions for the authority imposed by applicable law and has historically limited its use of such authority to time-sensitive matters.

 

Approval of Financial Statements and Director and Auditor Reports

 

Vote AGAINST if there are concerns regarding inadequate disclosure, remuneration arrangements (including severance/termination payments exceeding local standards for multiples of annual compensation), or consulting agreements with non-executive directors.

 

 

 

 

Consider on a CASE-BY-CASE basis if there are other concerns regarding severance/termination payments.

 

Vote AGAINST if there is concern about the company’s financial accounts and reporting, including related party transactions.

 

Vote AGAINST board-issued reports receiving a negative recommendation from the Proxy Advisory Firm due to concerns regarding independence of the board or the presence of non-independent directors on the audit committee.

 

Vote FOR if the only reason for a negative recommendation by the Proxy Advisory Firm is to express disapproval of broader practices of the company or its board.

 

Other Business

 

Vote AGAINST proposals for Other Business.

 

Adjournment

 

·Vote FOR when presented with a primary proposal such as a merger or corporate restructuring that is also supported.
·Vote AGAINST when not presented with a primary proposal, such as a merger, and a proposal on the ballot is being opposed.
·Consider other circumstances on a CASE-BY-CASE basis.

 

Changing Corporate Name

 

Vote FOR management proposals requesting a change in corporate name.

 

Multiple Proposals

 

Multiple proposals of a similar nature presented as options to the course of action favored by management may all be voted FOR, provided that:

 

·Support for a single proposal is not operationally required;
·No one proposal is deemed superior in the interest of the Fund(s); and
·Each proposal would otherwise be supported under these Guidelines.

 

Vote AGAINST any proposals that would otherwise be opposed under these Guidelines.

 

Bundled Proposals

 

Vote FOR if all of the bundled items are supported by these Guidelines.

 

Consider on a CASE-BY-CASE basis if one or more items are not supported by these Guidelines and/or the Proxy Advisory Firm deems the negative impact, on balance, to outweigh any positive impact.

 

Moot Proposals

 

This instruction is in regard to items for which support has become moot (e.g., a director for whom support has become moot since the time the individual was nominated (e.g., due to death, disqualification, or determination not to accept appointment)); WITHHOLD support if recommended by the Proxy Advisory Firm.

 

8-Mutual Fund Proxies

 

Approving New Classes or Series of Shares

 

Vote FOR the establishment of new classes or series of shares.

 

Hire and Terminate Sub-Advisors

 

Vote FOR management proposals that authorize the board to hire and terminate sub-advisors.

 

Master-Feeder Structure

 

Vote FOR the establishment of a master-feeder structure.

 

Establish Director Ownership Requirement

 

Vote AGAINST shareholder proposals for the establishment of a director ownership requirement. All other matters should be examined on a CASE-BY-CASE basis.

 

 

 

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1) Portfolio Management. The following individuals share responsibility for the day-to-day management of the Fund’s portfolio:

 

Paul Zemsky is the chief investment officer and founder of the Multi-Asset Strategies and Solutions Team (MASS) at Voya Investment Management. He is responsible for the firm’s suite of value-added, customized and off-the-shelf products and solutions that are supported by the team’s asset allocation, manager research, quantitative research, portfolio implementation and multi-manager capabilities. Prior to joining the firm, he co-founded CaliberOne Private Funds Management, a macro hedge fund. Paul began his career at JPMorgan Investment Management, where he held a number of key positions, including head of investments for over $300 Billion of Fixed Income assets. Paul is a member of the firm’s Management Committee and a board member of Pomona Capital. He holds a dual degree in finance and electrical engineering from the Management and Technology Program at the University of Pennsylvania and holds the Chartered Financial Analyst® designation.

 

Vincent Costa is co-chief investment officer, equities at Voya Investment Management. Vincent is also the head of the global quantitative equities team and serves as a portfolio manager for the active quantitative and fundamental large cap value strategies. Previously at Voya, he was head of portfolio management for quantitative equity. Prior to joining Voya, he managed quantitative equity investments at both Merrill Lynch Investment Management and Bankers Trust Company. Vinnie earned an MBA in finance from New York University's Stern School of Business, a BS in quantitative business analysis from Pennsylvania State University and is a CFA® Charterholder.

 

Peg DiOrio is head of quantitative equity portfolio management and a portfolio manager for the active quantitative strategies at Voya Investment Management. Prior to joining Voya, she was a quantitative analyst with Alliance Bernstein/Sanford C. Bernstein responsible for multivariate and time series analysis for low volatility strategies, global equities, REITs, and options. Prior to that, she was a senior investment planning analyst with Sanford C. Bernstein. Peg formerly served as president of the Society of Quantitative Analysts and continues to serve on the board of directors. She is on the external advisory board for the Applied Math and Statistics Department of Stony Brook University. Peg earned a MS in Applied Mathematics, Statistics and Operations Research from the Courant Institute of Mathematical Sciences, NYU and a BS from SUNY Stony Brook. Peg is a CFA® Charterholder.

 

Steven Wetter iis a portfolio manager on the global quantitative equity team at Voya Investment Management responsible for the index, research enhanced index and smart beta strategies. Prior to joining Voya, Steve was co-head of international indexing at BNY Mellon responsible for managing ETFs, index funds and quantitative portfolios. Prior to that, he held similar positions at Northern Trust and Bankers Trust. Steve earned an MBA in finance from New York University's Stern School of Business and a BA from the University of California at Berkeley.

 

(a)(2V-iii) Other Accounts Managed

 

The following table show the number of accounts and total assets in the accounts managed by the portfolio managers of the Sub-Adviser as of February 28, 2022 unless otherwise indicated.

 

 

 

 

Voya Asia Pacific High Dividend Equity Income Fund (IAE)

 

  Mutual Funds
Registered Investment Companies
Other Pooled Investment
Vehicles
Other Accounts
Portfolio Managers Number of Accounts Total Assets
(rounded to the nearest million)
Number of Accounts Total Assets
(rounded to the nearest million)
Number of Accounts Total Assets
(rounded to the nearest million)
Paul Zemsky 52 $19,461,358,846  13  $4,543,972,460  0 $0 
Vincent Costa 20 $9,757,821,104  24 $747,644,706  16 $984,564,271
Peg DiOrio 13 $4,210,168,360 0 $0 10 $642,886,890
Steven Wetter 26 $26,615,333,084 2 $447,782,286 3 $726,157,512

 

(a)(2)(iv) Conflicts of Interest

 

A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to the Fund. These other accounts may include, among others, other mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs and hedge funds. Potential conflicts may arise out of the implementation of differing investment strategies for the portfolio manager’s various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio manager’s accounts.

 

A potential conflict of interest may arise as a result of the portfolio manager’s responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment.

 

A portfolio manager may also manage accounts whose objectives and policies differ from those of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, if an account were to sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

A potential conflict may arise when a portfolio manager is responsible for accounts that have different advisory fees — the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities. This conflict may be heightened where an account is subject to a performance-based fee.

 

As part of its compliance program, Voya IM has adopted policies and procedures reasonably designed to address the potential conflicts of interest described above.

 

Finally, a potential conflict of interest may arise because the investment mandates for certain other accounts, such as hedge funds, may allow extensive use of short sales which, in theory, could allow them to enter into short positions in securities where other accounts hold long positions. Voya IM has policies and procedures reasonably designed to limit and monitor short sales by the other accounts to avoid harm to the Fund.

 

(a)(3) Compensation

 

Compensation consists of: (i) a fixed base salary; (ii) a bonus, which is based on Voya IM performance, one-, three-, and five-year pre-tax performance of the accounts the portfolio managers are primarily and jointly responsible for relative to account benchmarks, peer universe performance, and revenue growth and net cash flow growth (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments) of the accounts they are responsible for; and (iii) long-term equity awards tied to the performance of our parent company, Voya Financial, Inc. and/or a notional investment in a predefined set of Voya IM sub-advised funds.

 

Portfolio managers are also eligible to receive an annual cash incentive award delivered in some combination of cash and a deferred award in the form of Voya stock. The overall design of the annual incentive plan was developed to tie pay to both performance and cash flows, structured in such a way as to drive performance and promote retention of top talent. As with base salary compensation, individual target awards are determined and set based on external market data and internal comparators. Investment performance is measured on both relative and absolute performance in all areas.

 

The measures for each team are outlined on a “scorecard” that is reviewed on an annual basis. These scorecards measure investment performance versus benchmark and peer groups over one-, three-, and five-year periods; and year-to-date net cash flow (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments) for all accounts managed by each team. The results for overall Voya IM scorecards are typically calculated on an asset weighted performance basis of the Investment professionals’ performance measures for bonus determinations are weighted by 25% being attributable to the overall Voya IM performance and 75% attributable to their specific team results (65% investment performance, 5% net cash flow, and 5% revenue growth).

 

 

 

 

Voya IM’s long-term incentive plan is designed to provide ownership-like incentives to reward continued employment and to link long-term compensation to the financial performance of the business. Based on job function, internal comparators and external market data, employees may be granted long-term awards. All senior investment professionals participate in the long-term compensation plan. Participants receive annual awards determined by the management committee based largely on investment performance and contribution to firm performance. Plan awards are based on the current year’s performance as defined by the Voya IM component of the annual incentive plan. Awards typically include a combination of performance shares, which vest ratably over a three-year period, and Voya restricted stock and/or a notional investment in a predefined set of Voya IM sub-advised funds, each subject to a three-year cliff-vesting schedule.

 

If a portfolio manager’s base salary compensation exceeds a particular threshold, he or she may participate in Voya’s deferred compensation plan. The plan provides an opportunity to invest deferred amounts of compensation in mutual funds, Voya stock or at an annual fixed interest rate. Deferral elections are done on an annual basis and the amount of compensation deferred is irrevocable.

 

Investment professionals’ performance measures for bonus determinations are weighted by 25% being attributable to the overall Voya IM performance and 75% attributable to their specific team results (65% investment performance, 5% net cash flow, and 5% revenue growth).

 

(a)(4) Ownership of Securities

 

The following table shows the dollar range of shares of the Fund owned by each team member as of February 28, 2022, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.

 

Ownership:

 

Portfolio Manager  Dollar Range of Fund Shares Owned
Paul Zemsky  None
Vincent Costa  None
Peg DiOrio  None
Steven Wetter  None

 

(b) None.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

Not applicable.

 

 

 

 

Item 11. Controls and Procedures.

 

(a)Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

 

(b)There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

The Bank of New York Mellon serves as the securities lending agent. As the securities lending agent, The Bank of New York Mellon administers the securities lending program.

 

The following table provides the dollar amounts of income and fees/compensation related to the securities lending activities of the Fund for its most recent fiscal year. There are no fees paid to the securities lending agent for cash collateral management services, administrative fees, indemnification fees, or other fees.

 

Fund Gross
securities
lending
income
Fees paid to
securities lending
agent from revenue
split
Positive
Rebate
Negative
Rebate
Net
Rebate
Total Aggregate
fees/compensation
paid to securities
lending agent or
broker
Net
Securities
Income

Voya Asia Pacific High Dividend

Equity Income Fund

 None None None None None None None

 

Item 13. Exhibits.

 

(a)(1) The Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

 

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)) is attached hereto as EX-99.CERT.

 

(a)(3)  Not applicable.

 

(b) The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant): Voya Asia Pacific High Dividend Equity Income Fund

 

By /s/ Michael Bell   
  Michael Bell   
  Chief Executive Officer  

 

Date: May 4, 2022

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By /s/ Michael Bell   
  Michael Bell   
  Chief Executive Officer  

 

Date: May 4, 2022

 

By /s/ Todd Modic   
  Todd Modic   
  Senior Vice President and Chief Financial Officer  

 

Date: May 4, 2022

 

 

 

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