SEC Form DEF 14A filed by Voya Emerging Markets High Income Dividend Equity Fund
Voya Emerging Markets High Dividend Equity Fund
Voya Global Advantage and Premium Opportunity Fund
Voya Global Equity Dividend and Premium Opportunity Fund
Voya Infrastructure, Industrials and Materials Fund
Scottsdale, Arizona 85258-2034
1-800-992-0180
Voya Emerging Markets High Dividend Equity Fund
Voya Global Advantage and Premium Opportunity Fund
Voya Global Equity Dividend and Premium Opportunity Fund
Voya Infrastructure, Industrials and Materials Fund
Scottsdale, Arizona 85258-2034
1-800-992-0180
Secretary
May 22, 2024
Voya Asia Pacific High Dividend Equity Income Fund
Voya Emerging Markets High Dividend Equity Fund
Voya Global Advantage and Premium Opportunity Fund
Voya Global Equity Dividend and Premium Opportunity Fund
Voya Infrastructure, Industrials and Materials Fund
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
1-800-992-0180
Scheduled for July 18, 2024 at 1:00 p.m. (MST)
for the Shareholder Meeting to be Held on July 18, 2024
available at: www.proxyvote.com/voya
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Voya Emerging Markets High Dividend Equity Fund (“IHD”)
Voya Global Advantage and Premium Opportunity Fund (“IGA”)
Voya Global Equity Dividend and Premium Opportunity Fund (“IGD”)
Voya Infrastructure, Industrials and Materials Fund (“IDE”)
(each a “Fund,” and collectively, the “Funds”)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
1-800-992-0180
Fund
|
Class I
|
Class II
|
Class III
|
IAE
|
|
X
|
|
IDE
|
|
|
X
|
IGA
|
X
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IGD
|
X
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|
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IHD
|
X
|
|
|
Martin J. Gavin (Chairperson)
Christopher P. Sullivan
Scottsdale, Arizona 85258-2034
Name and
Year of Birth
|
Position(s)
Held with
each Fund
|
Term of Office and
Length of Time Served1
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Funds in
the Fund
Complex
Overseen by
Trustees2
|
Other Board
Positions
Held by Trustees
|
Independent Nominee
|
|||||
Colleen D.
Baldwin
(1960)
|
Chairperson
Trustee
|
01/2020-Present
IAE: 10/2007-Present
IDE: 01/2008-Present
IGA: 10/2007-Present
IGD: 10/2007-Present
IHD: 08/2010-Present
|
President, Glantuam
Partners, LLC, a business
consulting firm (January 2009
– Present).
|
138
|
Stanley Global
Engineering
(2020 –
Present).
|
Christopher P.
Sullivan
(1954)
|
Trustee
|
All Funds:
10/2015-Present
|
Retired.
|
138
|
None.
|
Name and
Year of Birth
|
Position(s)
Held with
each Fund
|
Term of Office and
Length of Time Served1
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Funds in
the Fund
Complex
Overseen by
Trustees2
|
Other Board
Positions
Held by Trustees
|
Independent Trustees
|
|||||
John V. Boyer
(1953)
|
Trustee
|
IAE: 01/2007-Present
IDE: 01/2008-Present
IGA: 07/2005-Present
IGD: 02/2005-Present
IHD: 08/2010-Present
|
Retired. Formerly, President
and Chief Executive Officer,
Bechtler Arts Foundation, an
arts and education
foundation (January 2008 –
December 2019)
|
138
|
None.
|
Martin J.
Gavin
(1950)
|
Trustee
|
All Funds:
08/2015 – Present
|
Retired.
|
138
|
None.
|
Joseph E.
Obermeyer
(1957)
|
Trustee
|
All Funds:
05/2013 – Present
|
President, Obermeyer &
Associates, Inc., a provider of
financial and economic
consulting services
(November 1999 – Present).
|
138
|
None.
|
Name and
Year of Birth
|
Position(s)
Held with
each Fund
|
Term of Office and
Length of Time Served1
|
Principal Occupation(s)
During the Past 5 Years
|
Number of
Funds in
the Fund
Complex
Overseen by
Trustees2
|
Other Board
Positions
Held by Trustees
|
Sheryl K.
Pressler
(1950)
|
Trustee
|
IAE: 01/2007-Present
IDE: 01/2008-Present
IGA: 01/2006-Present
IGD: 01/2006-Present
IHD: 08/2010-Present
|
Consultant (May 2001 –
Present)
|
138
|
Centerra Gold
Inc. (May 2008
– Present).
|
|
|
Aggregate Compensation from the Funds
(fiscal year ended February 29, 2024)
|
Total Compensation
from the Fund
Complex Paid to
Trustees1
|
||||
Name of Trustee
|
|
IAE
|
IDE
|
IGA
|
IGD
|
IHD
|
|
Colleen D. Baldwin
|
$
|
409.65
|
898.87
|
783.48
|
2,363.70
|
560.22
|
$455,000.00
|
John V. Boyer2
|
$
|
346.50
|
760.45
|
662.80
|
1,999.62
|
473.89
|
$385,000.00
|
Patricia W. Chadwick3
|
$
|
346.50
|
760.45
|
662.80
|
1,999.62
|
473.89
|
$385,000.00
|
Martin J. Gavin
|
$
|
346.50
|
760.45
|
662.80
|
1,999.62
|
473.89
|
$385,000.00
|
Joseph E. Obermeyer
|
$
|
346.50
|
760.45
|
662.80
|
1,999.62
|
473.89
|
$385,000.00
|
Sheryl K. Pressler4
|
$
|
378.07
|
829.66
|
723.14
|
2,181.66
|
517.05
|
$420,000.00
|
Christopher P. Sullivan
|
$
|
346.50
|
760.45
|
662.80
|
1,999.62
|
473.89
|
$385,000.00
|
Name of Trustee
|
IAE
|
IDE
|
IGA
|
IGD
|
IHD
|
Aggregate Dollar Range of Equity Securities in all Registered
Investment Companies Overseen by Trustee in Family of
Investment Companies
|
Independent Trustees
|
||||||
Colleen D. Baldwin
|
$0
|
$0
|
$0
|
$0
|
$0
|
Over $100,0001
|
John V. Boyer
|
$0
|
$0
|
$0
|
$0
|
$0
|
Over $100,0001
|
Martin J. Gavin
|
$0
|
$0
|
$0
|
$0
|
$0
|
Over $100,0001
|
Joseph E. Obermeyer
|
$0
|
$0
|
$0
|
$0
|
$0
|
Over $100,0001
|
Sheryl K. Pressler
|
$0
|
$0
|
$0
|
$0
|
$0
|
Over $100,0001
|
Christopher P. Sullivan
|
$0
|
$0
|
$0
|
$0
|
$0
|
Over $100,000
|
Name, Address and
Year of Birth
|
Position(s) Held with
each Fund
|
Term of Office and
Length of
Time Served1
|
Principal Occupation(s)
During the
Past 5 Years
|
Andy Simonoff
(1973)
5780 Powers Ferry
Road NW
Atlanta, Georgia
30327
|
President
Chief Executive
Officer
|
All Funds:
01/2023 – Present
|
Director, President, and Chief Executive Officer,
Voya Funds Services, LLC, Voya Capital, LLC, and Voya
Investments, LLC (January 2023 – Present); Managing
Director, Chief Strategy and Transformation Officer,
Voya Investment Management (January 2020 –
Present). Formerly, Managing Director, Head of
Business Management, Voya Investment Management
(March 2019 – January 2020); Managing Director,
Head of Business Management, Fixed Income, Voya
Investment Management (November 2015 – March
2019).
|
Jonathan Nash
(1967)
230 Park Avenue
New York, New York
10169
|
Executive Vice
President
Chief Investment Risk
Officer
|
All Funds:
03/2020 – Present
|
Head of Investment Risk for Equity and Funds, Voya
Investment Management (April 2024 – Present);
Executive Vice President and Chief Investment Risk
Officer, Voya Investments, LLC (March 2020 –
Present). Formerly, Senior Vice President, Investment
Risk Management, Voya Investment Management
(March 2017 – March 2024); Vice President, Voya
Investments, LLC (September 2018 – March 2020).
|
Name, Address and
Year of Birth
|
Position(s) Held with
each Fund
|
Term of Office and
Length of
Time Served1
|
Principal Occupation(s)
During the
Past 5 Years
|
Steven Hartstein
(1963)
230 Park Avenue
New York, New York
10169
|
Chief Compliance
Officer
|
All Funds:
12/2022 – Present
|
Senior Vice President, Voya Investment Management
(December 2022 – Present). Formerly, Head of Funds
Compliance, Brighthouse Financial, Inc.; and Chief
Compliance Officer, Brighthouse Funds and
Brighthouse Investment Advisers, LLC (March 2017 –
December 2022).
|
Todd Modic
(1967)
|
Senior Vice
President, Chief/
Principal Financial
Officer and Assistant
Secretary
|
IAE:
01/2007 – Present
IDE:
11/2007 – Present
IGA:
07/2005 – Present
IGD:
05/2005 – Present
IHD:
07/2010 – Present
|
Director and Senior Vice President, Voya Capital, LLC
and Voya Funds Services, LLC (September 2022 –
Present); Director, Voya Investments, LLC (September
2022 – Present); Senior Vice President, Voya
Investments, LLC (April 2005 – Present). Formerly,
President, Voya Funds Services, LLC (March 2018 –
September 2022).
|
Name, Address and
Year of Birth
|
Position(s) Held with
each Fund
|
Term of Office and
Length of
Time Served1
|
Principal Occupation(s)
During the
Past 5 Years
|
Kimberly A. Anderson
(1964)
|
Senior Vice President
|
IAE:
01/2007 – Present
IDE:
11/2007 – Present
IGA:
07/2005 – Present
IGD:
01/2005 – Present
IHD:
07/2010 – Present
|
Senior Vice President, Voya Investments, LLC
(September 2003 – Present).
|
Sara M. Donaldson
(1959)
|
Senior Vice President
|
All Funds:
06/2022 – Present
|
Senior Vice President, Voya Investments, LLC
(February 2022 – Present); Senior Vice President,
Head of Active Ownership, Voya Investment
Management (September 2021 – Present). Formerly,
Vice President, Voya Investments, LLC (October 2015
– February 2022); Vice President, Head of Proxy
Voting, Voya Investment Management (October 2015 –
August 2021).
|
Jason Kadavy
(1976)
|
Senior Vice President
|
All Funds:
09/2023 – Present
|
Senior Vice President, Voya Investments, LLC and
Voya Funds Services, LLC (September 2023 –
Present). Formerly, Vice President Voya Investments,
LLC (October 2015 – September 2023); Vice
President, Voya Funds Services, LLC (July 2007 –
September 2023).
|
Name, Address and
Year of Birth
|
Position(s) Held with
each Fund
|
Term of Office and
Length of
Time Served1
|
Principal Occupation(s)
During the
Past 5 Years
|
Andrew K. Schlueter
(1976)
|
Senior Vice President
|
All Funds:
06/2022 – Present
|
Senior Vice President, Head of Investment Operations
Support, Voya Investment Management (April 2023 –
Present); Vice President, Voya Investments Distributor,
LLC (April 2018 – Present); Vice President, Voya
Investments, LLC and Voya Funds Services, LLC
(March 2018 – Present). Formerly, Senior Vice
President, Head of Mutual Fund Operations, Voya
Investment Management (March 2022 – March 2023);
Vice President, Head of Mutual Funds Operations,
Voya Investment Management (February 2018 –
February 2022).
|
Joanne F. Osberg
(1982)
|
Senior Vice President
Secretary
|
All Funds:
03/2023 – Present
09/2020 – Present
|
Senior Vice President and Chief Counsel, Voya
Investment Management – Mutual Fund Legal
Department, and Senior Vice President and Secretary,
Voya Investments, LLC, Voya Capital, LLC, and
Voya Funds Services, LLC (March 2023 – Present).
Formerly, Secretary, Voya Capital, LLC (August 2022 –
March 2023); Vice President and Secretary, Voya
Investments, LLC and Voya Funds Services, LLC and
Vice President and Senior Counsel, Voya Investment
Management – Mutual Fund Legal Department
(September 2020 – March 2023); Vice President and
Counsel, Voya Investment Management – Mutual Fund
Legal Department (January 2013 – September 2020).
|
Name, Address and
Year of Birth
|
Position(s) Held with
each Fund
|
Term of Office and
Length of
Time Served1
|
Principal Occupation(s)
During the
Past 5 Years
|
Robert Terris
(1970)
5780 Powers Ferry
Road NW
Atlanta, Georgia
30327
|
Senior Vice President
|
IAE:
01/2007 – Present
IDE:
11/2007 – Present
IGA:
05/2006 – Present
IGD:
05/2006 – Present
IHD:
07/2010 – Present
|
Senior Vice President, Head of Future State Operating
Model Design, Voya Investment Management (April
2023 – Present); Senior Vice President,
Voya Investments Distributor, LLC (April 2018 –
Present); Senior Vice President, Head of Investment
Services, Voya Investments, LLC (April 2018 –
Present); Senior Vice President, Head of Investment
Services, Voya Funds Services, LLC (March 2006 –
Present).
|
Fred Bedoya
(1973)
|
Vice President,
Principal Accounting
Officer and Treasurer
|
All Funds:
09/2012 – Present
|
Vice President, Voya Investments, LLC (October 2015
– Present); Vice President, Voya Funds Services, LLC
(July 2012 – Present).
|
Robyn L. Ichilov
(1967)
|
Vice President
|
IAE:
01/2007 – Present
IDE:
11/2007 – Present
IGA:
07/2005 – Present
IGD:
01/2005 – Present
IHD:
07/2010 – Present
|
Vice President Voya Investments, LLC (August 1997 –
Present); Vice President, Voya Funds Services, LLC
(November 1995 – Present).
|
Name, Address and
Year of Birth
|
Position(s) Held with
each Fund
|
Term of Office and
Length of
Time Served1
|
Principal Occupation(s)
During the
Past 5 Years
|
Erica McKenna
(1972)
|
Vice President
|
All Funds:
06/2022 – Present
|
Vice President, Head of Mutual Fund Compliance and
Chief Compliance Officer, Voya Investments, LLC (May
2022 – Present). Formerly, Vice President, Fund
Compliance Manager, Voya Investments, LLC (March
2021 – May 2022); Assistant Vice President, Fund
Compliance Manager, Voya Investments, LLC
(December 2016 – March 2021).
|
Craig Wheeler
(1969)
|
Vice President
|
All Funds:
05/2013 – Present
|
Vice President – Director of Tax, Voya Investments,
LLC (October 2015 – Present).
|
Nicholas C.D. Ward
(1993)
|
Assistant Vice
President and
Assistant Secretary
|
All Funds:
06/2022 – Present
|
Assistant Vice President and Counsel, Voya
Investment Management – Mutual Fund Legal
Department (March 2024 – Present). Formerly,
Counsel, Voya Investment Management – Mutual Fund
Legal Department (November 2021 – February 2024);
Associate, Dechert LLP (October 2018 – November
2021).
|
Gizachew Wubishet
(1976)
|
Vice President and
Assistant Secretary
|
All Funds:
03/2024 – Present
|
Vice President and Counsel, Voya Investment
Management – Mutual Fund Legal Department (March
2024 – Present). Formerly, Assistant Vice President
and Counsel, Voya Investment Management – Mutual
Fund Legal Department (May 2019 – February);
Attorney, Ropes & Gray LLP (October 2011 – April
2019).
|
Name, Address and
Year of Birth
|
Position(s) Held with
each Fund
|
Term of Office and
Length of
Time Served1
|
Principal Occupation(s)
During the
Past 5 Years
|
Monia Piacenti
(1976)
One Orange Way
Windsor, Connecticut
06095
|
Anti-Money
Laundering Officer
|
All Funds:
06/2018 – Present
|
Compliance Manager, Voya Financial, Inc. (March
2023 – Present); Anti-Money Laundering Officer,
Voya Investments Distributor, LLC, Voya Investment
Management, and Voya Investment Management Trust
Co. (June 2018 – Present). Formerly, Compliance
Consultant, Voya Financial, Inc. (January 2019 –
February 2023).
|
Fund
|
Number of Shares Outstanding
|
IAE
|
11,018,371.000
|
IDE
|
15,156,320.000
|
IGA
|
15,341,392.000
|
IGD
|
78,868,514.000
|
IHD
|
18,082,008.000
|
Fund
|
Name and Address of Shareholder
|
Number of
Shares Owned
|
Percentage
Owned
|
IAE
|
City of London Investment
Management Company Limited
77 Gracechurch Street
London, EC3V 0AS, England
|
3,615,0761
|
32.81%2
|
|
Advisors Asset Management, Inc.
18925 Base Camp Road
Monument, Colorado 80132
|
575,0283
|
5.22%2
|
|
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
|
830,6754
|
7.54%2
|
IHD
|
1607 Capital Partners, LLC
13 South 13th Street, Suite 400
Richmond, Virginia 23219
|
1,368,3025
|
7.57%6
|
|
Allspring Funds Management, LLC
1415 Vantage Park Drive, 3rd Floor
Charlotte, North Carolina 28203
|
1,833,3227
|
10.14%6
|
|
City of London Investment
Management Company Limited
77 Gracechurch Street
London, EC3V 0AS, England
|
3,662,8808
|
20.26%6
|
IGA
|
Advisors Asset Management, Inc.
18925 Base Camp Road
Monument, Colorado 80132
|
1,140,8139
|
7.44%10
|
|
Claymore Securities Defined
Portfolios, Series 329, 341, 399,
419, 433, 453, 468, 474, 479, 491,
503, 507, 513, 519, 524, and 551
2455 Corporate West Drive
Lisle, Illinois 60532
|
787,82911
|
5.14%10
|
|
Morgan Stanley
Morgan Stanley Smith Barney LLC
1585 Broadway
New York, New York 10036
|
771,56712
|
5.03%10
|
Fund
|
Name and Address of Shareholder
|
Number of
Shares Owned
|
Percentage
Owned
|
IDE
|
Guggenheim Capital, LLC
Guggenheim Partners, LLC
227 West Monroe Street
Chicago, Illinois 60606
GI Holdco II LLC
GI Holdco LLC
Guggenheim Partners Investment
Management Holdings, LLC
330 Madison Avenue
New York, New York 10017
|
950,58413
|
6.27%14
|
|
Guggenheim Funds Services Holdings
Guggenheim Funds Services, LLC
227 West Monroe Street
Chicago, Illinois 60606
Guggenheim Funds Distributors, LLC
2455 Corporate West Drive
Lisle, Illinois 60532
|
949,10013
|
6.26%14
|
Fund
|
Audit Fees1
|
Audit-Related Fees2
|
Tax Fees3
|
All Other Fees4
|
||||
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
IAE
|
$26,770
|
$26,770
|
$0
|
$0
|
$16,414
|
$44,664
|
$0
|
$0
|
IDE
|
$26,770
|
$26,770
|
$0
|
$0
|
$10,278
|
$23,230
|
$0
|
$0
|
IGA
|
$26,770
|
$26,770
|
$0
|
$0
|
$7,995
|
$7,800
|
$0
|
$0
|
IGD
|
$26,770
|
$26,770
|
$0
|
$0
|
$7,995
|
$7,800
|
$0
|
$0
|
IHD
|
$26,770
|
$26,770
|
$0
|
$0
|
$13,646
|
$41,964
|
$0
|
$0
|
Aggregate Non-Audit Fees
|
||
Registrant/Investment Adviser
|
2024
|
2023
|
IAE
|
$16,414
|
$44,664
|
IDE
|
$10,278
|
$23,230
|
IGA
|
$7,995
|
$7,800
|
IGD
|
$7,995
|
$7,800
|
IHD
|
$13,646
|
$41,964
|
Voya Investments, LLC1
|
$21,656,780
|
$10,659,560
|
2. Audit Committee Financial Expert. Unless the Board determines that no member of the Committee qualifies as an audit committee financial expert, the Board will identify one (or in the Board’s discretion, more than one) member of the Committee as an audit committee financial expert in accordance with the criteria set out below. The Committee is not required to have an audit committee financial expert.
Non-Interested Director/Trustee
Non-Interested Director/Trustee and Chairperson
Non-Interested Director/Trustee