BRW / Saba Capital Income & Opportunities Fund - SEC申報文件,年度報告,委任書

薩巴資本收入與機會基金
US ˙ NYSE ˙ US78518H2022

基本數據
LEI 549300MGSUUJ7E55N746
CIK 826020
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Saba Capital Income & Opportunities Fund
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會(SEC)申報文件列表,不包括我們在其他地方提供的所有權申報。
March 25, 2026 RW

Saba Capital Income & Opportunities Fund 405 Lexington Avenue 58th Floor New York, NY, 10174

Saba Capital Income & Opportunities Fund 405 Lexington Avenue 58th Floor New York, NY, 10174 March 25, 2026 VIA EDGAR U.

March 25, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 Saba Capital Incom

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 Saba Capital Income & Opportunities Fund (Exact name of registrant as specified in its charter) Massachusetts 811-05410 95-6874587 (State or other jurisdiction of incor

March 19, 2026 N-14 8C

As filed with the Securities and Exchange Commission on March 19, 2026

As filed with the Securities and Exchange Commission on March 19, 2026 File No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☐ Pre-Effective Amendment No. ☐ Post-Effective Amendment No. Saba Capital Income & Opportunities Fund (Exact Name of Registrant as Specified in Charter) 405 Lexington Avenue,

March 19, 2026 EX-99.(13)(D)

AMENDMENT NO. 11 TO CREDIT AGREEMENT

Exhibit 13(d) Execution Version AMENDMENT NO. 11 TO CREDIT AGREEMENT AMENDMENT NO. 11 TO CREDIT AGREEMENT, dated as of January 20, 2026 (this “Amendment”), amending certain provisions of the Credit Agreement, dated as of July 20, 2021 and as amended on December 13, 2021, January 26, 2021, July 21, 2022, May 31, 2023, July 19, 2023, September 22, 2023, November 21, 2023, December 21, 2023, January

March 19, 2026 EX-99.(16)

POWER OF ATTORNEY

Exhibit 16 POWER OF ATTORNEY The person whose signature appears below hereby appoints Michael D’Angelo and David Han and each of them, any of whom may act without the joinder of the others, as such person’s attorney-in-fact to sign and file on such person’s behalf individually and in the capacity stated below such registration statements, amendments, post-effective amendments, exhibits, applications and other documents with the Securities and Exchange Commission or any other regulatory authority as may be desirable or necessary in connection with the public offering of securities of Saba Capital Income & Opportunities Fund.

March 19, 2026 EX-FILING FEES

CALCULATION OF FILING FEE TABLES SABA CAPITAL INCOME & OPPORTUNITIES FUND Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES N-14 SABA CAPITAL INCOME & OPPORTUNITIES FUND Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) 457(a) 1,000 $ 7.

October 8, 2025 POS EX

As filed with the Securities and Exchange Commission on October 7, 2025

As filed with the Securities and Exchange Commission on October 7, 2025 Securities Act File No.

October 8, 2025 EX-99.(D)(2)

NOTICE OF GUARANTEED DELIVERY For Common Shares of Saba Capital Income & Opportunities Fund Subscribed for under the Primary Subscription and Pursuant to the Over-Subscription Privilege

Saba Capital Income & Opportunities Fund POS EX Exhibit (d)(2) NOTICE OF GUARANTEED DELIVERY For Common Shares of Saba Capital Income & Opportunities Fund Subscribed for under the Primary Subscription and Pursuant to the Over-Subscription Privilege As set forth in the Prospectus Supplement, dated October 6, 2025, and the accompanying Prospectus, dated September 23, 2025 (collectively, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of the Fund’s common shares of beneficial interest, without par value (“Common Shares”), subscribed for under the primary subscription and pursuant to the over-subscription privilege.

October 8, 2025 EX-99.(K)(3)

SUBSCRIPTION AGENT AGREEMENT

Saba Capital Income & Opportunities Fund POS EX Exhibit (k)(3) SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of October 6, 2025, by and between Equiniti Trust Company, LLC (the “Subscription Agent”) and Saba Capital Income & Opportunities Fund (the “Company”).

October 8, 2025 EX-99.(D)(1)

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS SUPPLEMENT DATED [•], 2025 AND ACCOMPANYING PROSPECTUS (TOGETHER, THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAIL

Saba Capital Income & Opportunities Fund POS EX Exhibit (d)(1) RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS SUPPLEMENT DATED [•], 2025 AND ACCOMPANYING PROSPECTUS (TOGETHER, THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.

October 8, 2025 EX-99.(K)(4)

19 Old Kings Highway S., Suite 130, Darien, CT 06820 • 203 972 9300 • Fax 203 621 3333 www.investor-com.com

Saba Capital Income & Opportunities Fund POS EX Exhibit (k)(4) 19 Old Kings Highway S.

October 7, 2025 424B5

SABA CAPITAL INCOME & OPPORTUNITIES FUND 42,529,493 Rights for 14,176,498 Common Shares of Beneficial Interest Issuable Upon the Exercise of Transferable Subscription Rights to Acquire Common Shares of Beneficial Interest

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-288532 PROSPECTUS SUPPLEMENT (To Prospectus dated September 23, 2025) SABA CAPITAL INCOME & OPPORTUNITIES FUND 42,529,493 Rights for 14,176,498 Common Shares of Beneficial Interest Issuable Upon the Exercise of Transferable Subscription Rights to Acquire Common Shares of Beneficial Interest Saba Capital Income & Opportunities Fund (th

September 23, 2025 EFFECT

EFFECT

X0101 EFFECT 33 LIVE 2025-09-23 16:05:00 N-2 0000826020 Saba Capital Income & Opportunities Fund 333-288532

May 21, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule

May 21, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 16, 2024 144

144

144 0001510281 XXXXXXXX LIVE 0000826020 Miller/Howard High Income Equity Fund 811-05410 45 Pine Grove Ave Suite 301 Kingston NY 12401 845-679-9166 Saba Capital Management, L.

March 22, 2024 CORRESP

Kimberly Broder

Kimberly Broder (212) 756-2226 [email protected] March 22, 2024 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: David Manion Re: Sarbanes-Oxley Review of Saba Capital Income and Opportunities Fund Dear Mr. Manion: Thank you for your oral comments provided on February 12, 2024, regarding the staff of

February 14, 2024 SC 13G/A

BRW / Saba Capital Income & Opportunities Fund / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Saba Capital Income & Opportunities Fund (Name of Issuer) Shares of Beneficial Interest (Title of Class of Securities) 78518H202 (CUSIP Number) Marcus Col

February 12, 2024 SC 13G

BRW / Saba Capital Income & Opportunities Fund / Relative Value Partners Group, LLC Passive Investment

SC 13G 1 rvp13gfeb2023brw.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* SABA CAPITAL INCOME & OPPORTUNITIES FUND (Name of Issuer) SHARES NEW (Title of Class of Securities) 78518H202 (CUSIP Number) December 31, 2023 (Date of Ev

January 11, 2024 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 23)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H202 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angel

January 8, 2024 144

144

144 0001510281 XXXXXXXX LIVE 0000826020 Saba Capital Income & Opportunities Fund 811-05410 405 Lexington Avenue, 58th Floor New York NY 10174 212-542-3610 Saba Capital Management, L.

October 2, 2023 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 22)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H202 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angel

August 31, 2023 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 21)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H202 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New Y

April 27, 2023 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 20)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H202 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angel

April 25, 2023 DEF 14A

UNITED STATES SECRUITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.___)

UNITED STATES SECRUITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by a Party other than the Registrant [  ] Check the appropriate box: [   ] Preliminary Proxy Statement [   ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

March 31, 2023 NPORT-EX

January 31, 2023

NPORT-EX 2 fp0082863-1nportex.htm Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments January 31, 2023 Principal Amount Fair Value CORPORATE BONDS - 23.55% Agriculture - 6.19% Altria Group, Inc., 3.400%, 02/04/2041 $ 15,531,000 $ 10,940,316 Altria Group, Inc., 4.250%, 08/09/2042 10,614,000 8,284,047 BAT Capital Corp., 3.734%, 09/25/2040 6,090,000 4,426,577 23,650,940 Bank

February 14, 2023 SC 13G/A

BRW / Saba Capital Income & Opportunities Fund / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Saba Capital Income & Opportunities Fund (Name of Issuer) Shares of Beneficial Interest (Title of Class of Securities) 78518H202 (CUSIP Number) Marcus Col

February 2, 2023 SC 13G

BRW / Saba Capital Income & Opportunities Fund / Relative Value Partners Group, LLC Passive Investment

SC 13G 1 rvp13gfeb2023brw.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* SABA CAPITAL INCOME & OPPORTUNITIES FUND (Name of Issuer) SHARES NEW (Title of Class of Securities) 78518H202 (CUSIP Number) December 31, 2022 (Date of Ev

November 17, 2022 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 19)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H202 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New Y

November 9, 2022 NPORT-EX

July 31, 2022

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments July 31, 2022 Principal Amount Fair Value CORPORATE BONDS - 15.

September 28, 2022 NPORT-P

NPORT-P

NPORT-P false 0000826020 XXXXXXXX Saba Capital Income & Opportunities Fund 811-05410 0000826020 549300MGSUUJ7E55N746 405 Lexington Avenue 58th Floor New York 10174 212-542-4644 Saba Capital Income & Opportunities Fund 549300MGSUUJ7E55N746 2022-10-31 2022-07-31 N 548612096.

September 28, 2022 NPORT-EX

July 31, 2022

Saba Capital Income & Opportunities Fund Consolidated Schedule of Investments July 31, 2022 Principal Amount Fair Value CORPORATE BONDS - 15.

August 5, 2022 DEF 14A

UNITED STATES SECRUITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.___)

UNITED STATES SECRUITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by a Party other than the Registrant [  ] Check the appropriate box: [   ] Preliminary Proxy Statement [   ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

June 1, 2022 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 18)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H202 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angel

March 30, 2022 NPORT-EX

Investment Abbreviations:

Saba Capital Income & Opportunities Fund Schedule of Investments January 31, 2022 Principal Amount Fair Value CORPORATE BONDS-6.

February 14, 2022 SC 13G/A

BRW / Saba Capital Income & Opportunities Fund / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Saba Capital Income & Opportunities Fund (Name of Issuer) Shares of Beneficial Interest (Title of Class of Securities) 78518H103 (CUSIP Number) Marcus Col

February 11, 2022 SC 13G

BRW / Saba Capital Income & Opportunities Fund / Relative Value Partners Group, LLC Passive Investment

SC 13G 1 rvp13gfeb2022brw.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* SABA CAPITAL INCOME & OPPORTUNITIES FUND (Name of Issuer) SHARES (Title of Class of Securities) 78518H103 (CUSIP Number) December 31, 2021 (Date of Event

February 4, 2022 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H103 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angel

August 13, 2021 DEF 14A

UNITED STATES SECRUITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.___)

UNITED STATES SECRUITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [??] Preliminary Proxy Statement [??] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) [X]

August 12, 2021 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 16)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H103 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angel

August 11, 2021 NPORT-EX

of Net

Voya Prime Rate Trust PORTFOLIO OF INVESTMENTS as of May 31, 2021 (Unaudited) Principal Amount† Borrower/Tranche Description Fair Value Percentage of Net Assets SENIOR LOANS*: 52.

July 28, 2021 SC 13D/A

BRW / Saba Capital Income & Opportunities Fund / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* Saba Capital Income and Opportunities Fund (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 78518H103 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angel

July 22, 2021 SC TO-I/A

As filed with the Securities and Exchange Commission on July 22, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of

As filed with the Securities and Exchange Commission on July 22, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 22, 2021 EX-99.A.5.III

Saba Capital Income & Opportunities Fund Announces Final Results of Tender Offer

Saba Capital Income & Opportunities Fund Announces Final Results of Tender Offer NEW YORK, N.

July 20, 2021 EX-99.A.5.II

Saba Capital Income & Opportunities Fund Announces Expiration and Preliminary Results of Tender Offer

Saba Capital Income & Opportunities Fund Announces Expiration and Preliminary Results of Tender Offer NEW YORK, N.

July 20, 2021 SC TO-I/A

As filed with the Securities and Exchange Commission on July 20, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of

As filed with the Securities and Exchange Commission on July 20, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 21, 2021 EX-99.A.1.I

Offer to Purchase Up to 30% of the Issued and Outstanding Shares of Common Stock of Saba Capital Income & Opportunities Fund at 99% of Net Asset Value Per Share by Saba Capital Income & Opportunities Fund in Exchange for Cash THE OFFER TO PURCHASE WI

Exhibit (a)(1)(i) Offer to Purchase Up to 30% of the Issued and Outstanding Shares of Common Stock of Saba Capital Income & Opportunities Fund at 99% of Net Asset Value Per Share by Saba Capital Income & Opportunities Fund in Exchange for Cash THE OFFER TO PURCHASE WILL EXPIRE AT ONE MINUTE PAST 11:59 P.

June 21, 2021 EX-99.A.1.IV

OFFER BY SABA CAPITAL INCOME & OPPORTUNITIES FUND TO PURCHASE FOR CASH UP TO 30% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., NEW YORK CIT

OFFER BY SABA CAPITAL INCOME & OPPORTUNITIES FUND TO PURCHASE FOR CASH UP TO 30% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.

June 21, 2021 SC TO-I

As filed with the Securities and Exchange Commission on June 21, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) Saba Capita

As filed with the Securities and Exchange Commission on June 21, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 21, 2021 EX-99.A.1.II

Letter of Transmittal Regarding Shares of Common Stock of Saba Capital Income & Opportunities Fund Tendered Pursuant to the Offer to Purchase Dated June 21, 2021

Exhibit (a)(1)(ii) Letter of Transmittal Regarding Shares of Common Stock of Saba Capital Income & Opportunities Fund Tendered Pursuant to the Offer to Purchase Dated June 21, 2021 ALL TENDER REQUESTS MUST BE RECEIVED IN PROPER FORM ON OR BEFORE ONE MINUTE PAST 11:59 P.

June 21, 2021 EX-99.A.1.III

OFFER BY SABA CAPITAL INCOME & OPPORTUNITIES FUND TO PURCHASE FOR CASH UP TO 30% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., NEW YORK CIT

OFFER BY SABA CAPITAL INCOME & OPPORTUNITIES FUND TO PURCHASE FOR CASH UP TO 30% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.

June 21, 2021 EX-99.A.5.I

Saba Capital Income & Opportunities Fund Announces Commencement of Tender Offer for its Common Shares

Saba Capital Income & Opportunities Fund Announces Commencement of Tender Offer for its Common Shares NEW YORK, NY.

May 25, 2021 SC TO-C

As filed with the Securities and Exchange Commission on May 25, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) Voya Prime R

As filed with the Securities and Exchange Commission on May 25, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 27, 2021 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 14)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Nam

April 21, 2021 CORRESP

John Mahon 202.729.7477 Writer’s E-mail Address [email protected] April 21, 2021

John Mahon 202.729.7477 Writer?s E-mail Address [email protected] April 21, 2021 VIA EDGAR Mr. DeCarlo McLaren Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Voya Prime Rate Trust, File No. 811-05410 Dear Mr. McLaren: On behalf of Voya Prime Rate Trust (the ?Fund?), attached are responses to the oral comments provided by the sta

April 21, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the ☐ Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

April 6, 2021 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PRE 14A 1 d171851dpre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the☐ Registrant Check the appropriate box: ☒ Preliminary Proxy

April 6, 2021 COVER

April 6, 2021

SEC Letter April 6, 2021 VIA EDGAR Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Voya Prime Rate Trust (File No. 811-05410) Ladies and Gentlemen: On behalf of Voya Prime Rate Trust (the “Fund”), filed herewith pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, is the preliminary proxy statement for the

March 26, 2021 DEFA14A

- FORM DEFA14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 VOYA PRIME RATE TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ? No fee required.

February 26, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 929

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Nam

February 16, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Voya

SC 13G 1 fp0062211sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Voya Prime Rate Trust (Name of Issuer) Shares of Beneficial Interest (Title of Class of Securities) 92913A100 (CUSIP Number) M

January 26, 2021 NPORT-EX

of Net

Voya Prime Rate Trust PORTFOLIO OF INVESTMENTS as of November 30, 2020 (Unaudited) Principal Amount† Borrower/Tranche Description Fair Value Percentage of Net Assets SENIOR LOANS*: 110.

January 11, 2021 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Nam

January 6, 2021 SC TO-I/A

- SC TO-I/A

SC TO-I/A As filed with the Securities and Exchange Commission on January 6, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 6, 2021 EX-99.(A)(5)(III)

Voya Prime Rate Trust Announces Final Results of Tender Offer

EX-99.(a)(5)(iii) Exhibit (a)(5)(iii) Voya Prime Rate Trust Announces Final Results of Tender Offer SCOTTSDALE, Ariz., January 6, 2021—Voya Prime Rate Trust (NYSE: PPR) (the “Fund”), today announced the final results of the Fund’s tender offer (the “Tender Offer”) for up to 15% of its outstanding common shares (the “Shares”). The Tender Offer, which expired at 5:00 p.m. Eastern time on January 4,

January 5, 2021 SC TO-I/A

- SC TO-I/A

SC TO-I/A 1 d76967dsctoia.htm SC TO-I/A As filed with the Securities and Exchange Commission on January 4, 2021 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) Voya Prime Rate Trust (Name of Issuer) Voya Prime Rate Trust (Names of Filing Person(s) (Issuer)) Com

January 5, 2021 EX-99.(A)(5)(II)

Voya Prime Rate Trust Announces Expiration and Preliminary Results of Tender Offer

EX-99.(a)(5)(ii) Exhibit (a)(5)(ii) Voya Prime Rate Trust Announces Expiration and Preliminary Results of Tender Offer SCOTTSDALE, Ariz., January 4, 2021—Voya Prime Rate Trust (NYSE: PPR) (the “Fund”), today announced the expiration and preliminary results of the Fund’s tender offer (the “Tender Offer”) for up to 15% of its outstanding common shares (the “Shares”), or 21,576,552 Shares. The Tender

December 3, 2020 EX-99.(B)(8)

SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-99.(b)(8) SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Seventh Amendment to Amended and Restated Credit Agreement (this “Seventh Amendment”) is made as of September 21, 2020, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the “Borrower”), the lending institutions party hereto and identified as “Lenders” in the Credit Agreement (as hereinafter defined) (th

December 3, 2020 EX-99.(A)(1)(IV)

OFFER BY VOYA PRIME RATE TRUST FUND TO PURCHASE FOR CASH UP TO 15% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 4, 2021 (“EX

EX-99.(a)(1)(iv) OFFER BY VOYA PRIME RATE TRUST FUND TO PURCHASE FOR CASH UP TO 15% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 4, 2021 (“EXPIRATION DATE”), UNLESS EXTENDED THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHE

December 3, 2020 EX-99.(A)(5)(I)

Voya Prime Rate Trust Announces Commencement of Tender Offer for its Common Shares

EX-99.(a)(5)(i) Voya Prime Rate Trust Announces Commencement of Tender Offer for its Common Shares SCOTTSDALE, Ariz., December 3, 2020—Voya Prime Rate Trust (NYSE: PPR) (the “Fund”), today announced the commencement of a tender offer for its outstanding common shares. As previously announced, the Fund will purchase for cash up to 15% of its outstanding common shares, at a price equal to 99% of the

December 3, 2020 EX-99.(B)(7)

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-99.(b)(7) SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Sixth Amendment to Amended and Restated Credit Agreement (this “Sixth Amendment”) is made as of August 21, 2020, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the “Borrower”), the lending institutions party hereto and identified as “Lenders” in the Credit Agreement (as hereinafter defined) (the “Lender

December 3, 2020 EX-99.(A)(1)(II)

Letter of Transmittal Regarding Shares of Common Stock of Voya Prime Rate Trust Tendered Pursuant to the Offer to Purchase Dated December 3, 2020 ALL TENDER REQUESTS MUST BE RECEIVED IN PROPER FORM ON OR BEFORE 5:00 P.M., EASTERN TIME, ON JANUARY 4,

EX-99.(a)(1)(ii) Exhibit (a)(1)(ii) Letter of Transmittal Regarding Shares of Common Stock of Voya Prime Rate Trust Tendered Pursuant to the Offer to Purchase Dated December 3, 2020 ALL TENDER REQUESTS MUST BE RECEIVED IN PROPER FORM ON OR BEFORE 5:00 P.M., EASTERN TIME, ON JANUARY 4, 2021. The Depositary Agent for the Offer is: Computershare Trust Company, N.A. By Mail: By Overnight Courier: Comp

December 3, 2020 EX-99.(A)(1)(III)

OFFER BY VOYA PRIME RATE TRUST FUND TO PURCHASE FOR CASH UP TO 15% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 4, 2021 (“EX

EX-99.(a)(1)(iii) OFFER BY VOYA PRIME RATE TRUST FUND TO PURCHASE FOR CASH UP TO 15% OF ITS OUTSTANDING COMMON SHARES OF BENEFICIAL INTEREST AT 99% OF NET ASSET VALUE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 4, 2021 (“EXPIRATION DATE”), UNLESS EXTENDED THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTH

December 3, 2020 EX-99.(B)(9)

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-99.(b)(9) EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Eighth Amendment to Amended and Restated Credit Agreement (this “Eighth Amendment”) is made as of October 21, 2020, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the “Borrower”), the lending institutions party hereto and identified as “Lenders” in the Credit Agreement (as hereinafter defined) (the “Le

December 3, 2020 EX-99.(B)(6)

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-99.(b)(6) FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fifth Amendment to Amended and Restated Credit Agreement (this “Fifth Amendment”) is made as of July 8, 2020, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the “Borrower”), the lending institutions party hereto and identified as “Lenders” in the Credit Agreement (as hereinafter defined) (the “Lenders”)

December 3, 2020 SC TO-I

- FORM SC TO-I

Form SC TO-I As filed with the Securities and Exchange Commission on December 3, 2020 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 3, 2020 EX-99.(A)(1)(I)

Offer to Purchase Up to 15% of the Issued and Outstanding Shares of Common Stock Voya Prime Rate Trust 99% of Net Asset Value Per Share Voya Prime Rate Trust in Exchange for Cash THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON JANUAR

EX-99.(a)(1)(i) Exhibit (a)(1)(i) Offer to Purchase Up to 15% of the Issued and Outstanding Shares of Common Stock of Voya Prime Rate Trust at 99% of Net Asset Value Per Share by Voya Prime Rate Trust in Exchange for Cash THE OFFER TO PURCHASE WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON JANUARY 4, 2021, UNLESS THE OFFER IS EXTENDED. To the Shareholders of Voya Prime Rate Trust: Voya Prime Rate Trus

November 23, 2020 SC TO-C

- SC TO-C

SC TO-C 1 f7485d1.htm SC TO-C As filed with the Securities and Exchange Commission on November 23, 2020 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) Voya Prime Rate Trust (Name of Issuer) Voya Prime Rate Trust (Names of Filing Person(s) (Issuer)) Common Shares of Beneficial I

July 23, 2020 NPORT-EX

-

Voya Prime Rate Trust PORTFOLIO OF INVESTMENTS as of May 31, 2020 (Unaudited) Principal Amount† Borrower/Tranche Description Fair Value Percentage of Net Assets SENIOR LOANS*: 137.

June 29, 2020 DEFA14A

- DEFA14A

DEFA14A SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement X Definitive Additional Materials ☐ Soliciting Material under §240.

June 26, 2020 EX-99

Fourth Amendment, dated March 20, 2020, to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company and the Bank of Nova Scotia dated July 18, 2016 – Filed herein.

(k)(1)(iv) FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER This Fourth Amendment to Amended and Restated Credit Agreement and Limited Waiver (this "Fourth Amendment") is made as of March 20, 2020, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the "Borrower"), the lending institutions party hereto and identified as "Lenders" in the Credit Agreement

June 26, 2020 EX-99

Amendment, effective November 5, 2019, to Transfer Agency Services Agreement, dated February 25, 2009, between BNY Mellon Investment Servicing (US) Inc. and Voya Prime Rate Trust – Filed herein.

(j)(6)(ii) Amendment To Transfer Agency Services Agreement (Unified Agreement) This Amendment To Transfer Agency Services Agreement ("Amendment"), dated as of November 5, 2019 ("Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc.

June 26, 2020 EX-99

Second Amendment, dated July 16, 2018, to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company and The Bank of Nova Scotia dated July 18, 2016 – Filed herein.

(k)(1)(ii) SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement (this "Second Amendment") is made as of July 16, 2018, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the "Borrower"), the lending institutions party hereto and identified as "Lenders" in the Credit Agreement (as hereinafter defined) (the "Lenders

June 26, 2020 EX-99

Amended Schedule, A dated June 2020 with respect to the Allocation Agreement (Fidelity Bond) dated May 24, 2002 – Filed herein.

(j)(4)(i) AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT – FIDELITY BOND VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Voya Funds and Advisers Code of Ethics Amended July 1, 2019 – Filed herein.

(r) CODE OF ETHICS Dated July 1, 2019 Code of Ethics of Voya Financial, Inc. Voya Investment Management, LLC Voya Investments, LLC Voya Investment Management Co. LLC Directed Services LLC Voya Investment Management (UK) Limited Voya Alternative Asset Management LLC Pomona Management, LLC Voya Investments Distributor, LLC Voya Realty Group, LLC Voya Investment Trust Co. Voya Investment Management (

June 26, 2020 EX-99

Amended Schedule A and B, dated June 2020, to Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Prime Rate Trust dated November 28, 2014, as amended and restated May 1, 2015 – Filed herein.

(g)(1)(i) AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT between VOYA PRIME RATE TRUST and VOYA INVESTMENTS, LLC EXCLUDED SERVICES As set forth in Section 1 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement.

June 26, 2020 EX-99

Voya Funds and Advisers Code of Ethics Amended July 1, 2019 – Filed herein.

(r) CODE OF ETHICS Dated July 1, 2019 Code of Ethics of Voya Financial, Inc. Voya Investment Management, LLC Voya Investments, LLC Voya Investment Management Co. LLC Directed Services LLC Voya Investment Management (UK) Limited Voya Alternative Asset Management LLC Pomona Management, LLC Voya Investments Distributor, LLC Voya Realty Group, LLC Voya Investment Trust Co. Voya Investment Management (

June 26, 2020 EX-99

of Voya Prime Rate Trust as adopted at a meeting of the Board of Trustees on March 30, 2020 – Filed herein.

(b) AMENDED AND RESTATED BY-LAWS OF VOYA PRIME RATE TRUST ARTICLE 1 Agreement and Declaration of Trust and Principal Office 1.

June 26, 2020 EX-99

Amended Schedule A dated June 2020 with respect to the Allocation Agreement – Directors & Officers Liability – Filed herein.

(j)(5)(i) AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT – DIRECTORS & OFFICERS LIABILITY VOYA ASIA PACIFIC HIGH DIVIDEND VOYA GLOBAL EQUITY DIVIDEND EQUITY INCOME FUND AND PREMIUM OPPORTUNITY FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Amended Schedule A, dated June 2020, with respect to the Allocation Agreement – Directors & Officers Liability – Filed herein.

(j)(5)(i) AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT – DIRECTORS & OFFICERS LIABILITY VOYA ASIA PACIFIC HIGH DIVIDEND VOYA GLOBAL EQUITY DIVIDEND EQUITY INCOME FUND AND PREMIUM OPPORTUNITY FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Amended Schedule A dated June 2020 to the FT Fee Allocation Agreement – Filed herein.

(j)(2)(i) AMENDED SCHEDULE A with respect to the FT FEE ALLOCATION AGREEMENT VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Third Amendment, dated July 15, 2019, to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company and The Bank of Nova Scotia dated July 18, 2016 – Filed herein.

(k)(1)(iii) THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement (this "Third Amendment") is made as of July 15, 2019, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the "Borrower"), the lending institutions party hereto and identified as "Lenders" in the Credit Agreement (as hereinafter defined) (the "Lenders")

June 26, 2020 EX-99

Amended Schedule A and B, dated June 2020, to Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Prime Rate Trust dated November 28, 2014, as amended and restated May 1, 2015 – Filed herein.

EX-99 3 f6224d3.htm EX-99. (G)(1)(I) (g)(1)(i) AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT between VOYA PRIME RATE TRUST and VOYA INVESTMENTS, LLC EXCLUDED SERVICES As set forth in Section 1 of this Agreement, the direct provision of the following services shall be deemed to be outside the scope of this Agreement. 1.Underwriting or distribution servi

June 26, 2020 EX-99

Fourth Amendment, dated March 20, 2020, to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company and the Bank of Nova Scotia dated July 18, 2016 – Filed herein.

(k)(1)(iv) FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER This Fourth Amendment to Amended and Restated Credit Agreement and Limited Waiver (this "Fourth Amendment") is made as of March 20, 2020, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the "Borrower"), the lending institutions party hereto and identified as "Lenders" in the Credit Agreement

June 26, 2020 EX-99

Amended Schedule A dated June 2020 to the Amended and Restated ISS Proxy Agent Fee Allocation Agreement – Filed herein.

(j)(3)(i) AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED ISS PROXY VOTING FEE ALLOCATION AGREEMENT VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Amended Schedule A dated June 2020 to the Amended and Restated ISS Proxy Agent Fee Allocation Agreement – Filed herein.

(j)(3)(i) AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED ISS PROXY VOTING FEE ALLOCATION AGREEMENT VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Consent of Ernst & Young LLP – Filed herein.

(n)(2) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference in Post-Effective Amendment No.

June 26, 2020 486BPOS

- VOYA PRIME RATE TRUST 5M 486(B)

As filed with the Securities and Exchange Commission on June 26, 2020 Securities Act File No.

June 26, 2020 EX-99

Consent of Ropes & Gray LLP – Filed herein.

(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption "Legal Counsel" included in or made a part of Pre-Effective Amendment No.

June 26, 2020 EX-99

Consent of Ernst & Young LLP – Filed herein.

(n)(2) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information and to the incorporation by reference in Post-Effective Amendment No.

June 26, 2020 EX-99

Amendment, effective May 1, 2020, to Transfer Agency Services Agreement, dated February 25, 2009, between BNY Mellon Investment Servicing (US) Inc. and Voya Prime Rate Trust – Filed herein.

(j)(6)(i) Amendment To Transfer Agency Services Agreement (Unified Agreement) This Amendment To Transfer Agency Services Agreement ("Amendment"), dated as of May 1, 2020 ("Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc.

June 26, 2020 EX-99

Amended Schedule A dated June 2020 to the FT Fee Allocation Agreement – Filed herein.

(j)(2)(i) AMENDED SCHEDULE A with respect to the FT FEE ALLOCATION AGREEMENT VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Amendment, effective November 5, 2019, to Transfer Agency Services Agreement, dated February 25, 2009, between BNY Mellon Investment Servicing (US) Inc. and Voya Prime Rate Trust – Filed herein.

(j)(6)(ii) Amendment To Transfer Agency Services Agreement (Unified Agreement) This Amendment To Transfer Agency Services Agreement ("Amendment"), dated as of November 5, 2019 ("Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc.

June 26, 2020 EX-99

of Voya Prime Rate Trust as adopted at a meeting of the Board of Trustees on March 30, 2020 – Filed herein.

(b) AMENDED AND RESTATED BY-LAWS OF VOYA PRIME RATE TRUST ARTICLE 1 Agreement and Declaration of Trust and Principal Office 1.

June 26, 2020 EX-99

Consent of Ropes & Gray LLP – Filed herein.

(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption "Legal Counsel" included in or made a part of Pre-Effective Amendment No.

June 26, 2020 EX-99

Second Amendment, dated July 16, 2018, to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company and The Bank of Nova Scotia dated July 18, 2016 – Filed herein.

(k)(1)(ii) SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Second Amendment to Amended and Restated Credit Agreement (this "Second Amendment") is made as of July 16, 2018, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the "Borrower"), the lending institutions party hereto and identified as "Lenders" in the Credit Agreement (as hereinafter defined) (the "Lenders

June 26, 2020 EX-99

Third Amendment, dated July 15, 2019, to Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company and The Bank of Nova Scotia dated July 18, 2016 – Filed herein.

(k)(1)(iii) THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to Amended and Restated Credit Agreement (this "Third Amendment") is made as of July 15, 2019, by and among VOYA PRIME RATE TRUST, a Massachusetts business trust (the "Borrower"), the lending institutions party hereto and identified as "Lenders" in the Credit Agreement (as hereinafter defined) (the "Lenders")

June 26, 2020 EX-99

Amended Schedule, A dated June 2020 with respect to the Allocation Agreement (Fidelity Bond) dated May 24, 2002 – Filed herein.

(j)(4)(i) AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT – FIDELITY BOND VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC.

June 26, 2020 EX-99

Amendment, effective May 1, 2020, to Transfer Agency Services Agreement, dated February 25, 2009, between BNY Mellon Investment Servicing (US) Inc. and Voya Prime Rate Trust – Filed herein.

(j)(6)(i) Amendment To Transfer Agency Services Agreement (Unified Agreement) This Amendment To Transfer Agency Services Agreement ("Amendment"), dated as of May 1, 2020 ("Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc.

June 26, 2020 486BPOS

- VOYA PRIME RATE TRUST 25M 486(B)

As filed with the Securities and Exchange Commission on June 26, 2020 Securities Act File No.

June 23, 2020 DFAN14A

-

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Under Rule 14a-12 Voya Prime Rate Trust (Name of Registrant as Specified In Its Charter) Saba Capital Management, L.

June 22, 2020 DEFA14A

- SCHEDULE 14A

Schedule 14A SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement X Definitive Additional Materials ☐ Soliciting Material under §240.

June 22, 2020 DEFA14A

- SCHEDULE 14A

Schedule 14A SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement X Definitive Additional Materials ☐ Soliciting Material under §240.

June 17, 2020 DEFA14A

- SCHEDULE 14A

Schedule 14A SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240.

June 16, 2020 DFAN14A

- VOYA PRIME RATE TRUST

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Under Rule 14a-12 Voya Prime Rate Trust (Name of Registrant as Specified In Its Charter) Saba Capital Management, L.

June 16, 2020 DFAN14A

- PDF OF EXHIBIT 1

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June 15, 2020 DEFA14A

- VOYA PRIME RATE TRUST NOTICE

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨Preliminary Proxy Statement ¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨Definitive Proxy Statement X Definitive Additional Materials ¨Soliciting Material under §240.

June 15, 2020 DEFA14A

- FORM DEFA14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement X Definitive Additional Materials Soliciting Material under §240.

June 15, 2020 DEFA14A

- DEFA14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement X Definitive Additional Materials Soliciting Material under §240.

June 12, 2020 DFAN14A

- VOYA PRIME RATE TRUST

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material Under Rule 14a-12 Voya Prime Rate Trust (Name of Registrant as Specified In Its Charter) Saba Capital Management, L.

June 8, 2020 DEFA14A

- SCHEDULE 14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy Statement X Definitive Additional Materials  Soliciting Material under §240.

June 8, 2020 DEFA14A

- SCHEDULE 14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy Statement X Definitive Additional Materials  Soliciting Material under §240.

June 1, 2020 DFRN14A

- VOYA PRIME RATE TRUST

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 29, 2020 DEFA14A

- FORM DEFA14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement X Definitive Additional Materials o Soliciting Material under §240.

May 29, 2020 DEFA14A

- FORM DEFA14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement X Definitive Additional Materials o Soliciting Material under §240.

May 19, 2020 DEFA14A

- SCHEDULE 14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement X Definitive Additional Materials o Soliciting Material under §240.

May 18, 2020 DEFA14A

- SCHEDULE 14A

DEFA14A 1 f5733d1.htm SCHEDULE 14A SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the RegistrantX Filed by a Party other than the Registrant Check the appropriate box:  Preliminary Proxy Statement

May 18, 2020 DEFA14A

- SCHEDULE 14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy Statement X Definitive Additional Materials  Soliciting Material under §240.

May 11, 2020 DEFC14A

- VOYA PRIME RATE TRUST DEFC14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant (X) Filed by a Party other than the Registrant ( ) Check the appropriate box: ( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission Only (as permitted X Definitive Proxy Statement by Rule 14a-6(e)(2)) () Definitive Additional Materials () Soliciting Material Under Rule 14a-12 VOYA PRIME RATE TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): (X)No fee required.

May 11, 2020 DEFA14A

- FORM DEFA14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement X Definitive Additional Materials Soliciting Material under §240.

May 11, 2020 DEFA14A

- SCHEDULE 14A

SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement XDefinitive Additional Materials Soliciting Material under §240.

May 8, 2020 DEFC14A

- VOYA PRIME RATE TRUST

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: o [Preliminary Proxy Statement] o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Under Rule 14a-12 Voya Prime Rate Trust (Name of Registrant as Specified In Its Charter) Saba Capital Management, L.

April 30, 2020 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - VOYA PRIME RATE TRUST Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Nam

April 28, 2020 PREC14A

- VOYA PRIME RATE TRUST

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 Voya Prime Rate Trust (Name of Registrant as Specified In Its Charter) Saba Capital Management, L.

April 27, 2020 PRE 14A

- VOYA PRIME RATE TRUST PRE 14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant (X) Filed by a Party other than the Registrant ( ) Check the appropriate box: (X) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission Only (as permitted ( ) Definitive Proxy Statement by Rule 14a-6(e)(2)) () Definitive Additional Materials () Soliciting Material Under Rule 14a-12 VOYA PRIME RATE TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): (X)No fee required.

April 21, 2020 DEFA14A

PPR / Voya Prime Rate Trust DEFA14A - - VOYA PRIME RATE TRUST DEFA14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant (X) Filed by a Party other than the Registrant ( ) Check the appropriate box: ( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission Only (as permitted ( ) Definitive Proxy Statement by Rule 14a-6(e)(2)) () Definitive Additional Materials (X) Soliciting Material Under Rule 14a-12 VOYA PRIME RATE TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): (X)No fee required.

April 14, 2020 DEFA14A

PPR / Voya Prime Rate Trust DEFA14A - - VOYA PRIME RATE TRUST DEFA14A

DEFA14A 1 f3382d1.htm VOYA PRIME RATE TRUST DEFA14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant (X) Filed by a Party other than the Registrant ( ) Check the appropriate box: ( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commiss

April 14, 2020 EX-3.1

Amended and Restated By-Laws of Voya Prime Rate Trust as of April 13, 2020

Amended and Restated By-Laws of Voya Prime Rate Trust as of April 13, 2020 AMENDED AND RESTATED BY-LAWS OF VOYA PRIME RATE TRUST ARTICLE 1 Agreement and Declaration of Trust and Principal Office 1.

April 14, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 13, 2020 VOYA PRIME RATE TRUST (Exact Name of Registrant as Specified in its Charter) Massachusetts 811-05410 95-6874587 (State or Other Jurisdiction of Incorporation)

April 2, 2020 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Nam

March 4, 2020 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - VOYA PRIME RATE TRUST Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 with

February 20, 2020 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Name

February 5, 2020 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Name

January 29, 2020 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Name

January 22, 2020 NPORT-EX

Fair Value Measurements

Voya Prime Rate Trust PORTFOLIO OF INVESTMENTS as of November 30, 2019 (Unaudited) Principal Amount† Borrower/Tranche Description Fair Value Percentage of Net Assets SENIOR LOANS*: 143.

January 15, 2020 SC 13G/A

ACIW / ACI Worldwide, Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Voya Prime Rate Trust - (Name of Issuer) Common - (Title of Class of Securities) 92913A100 - (CUSIP Number) December 31, 2019 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

January 15, 2020 EX-99.1

EX-99.1

EX-99.1 2 ex993.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but n

January 10, 2020 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - VOYA PRIME RATE TRUST Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Voya Prime Rate Trust (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 with

December 23, 2019 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Name

November 21, 2019 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Name

November 18, 2019 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floor New York, NY 10174 Attention: Michael D'Angelo (212) 542-4635 (Name

November 4, 2019 SC 13D/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D/A Activist Investment

Saba Capital Management, L.P. - Schedule 13D/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58t

October 16, 2019 SC 13D

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13D Activist Investment

Saba Capital Management, L.P. - Schedule 13D - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* VOYA PRIME RATE TRUST (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) Saba Capital Management, L.P. 405 Lexington Avenue 58th Floo

September 27, 2019 SC 13G/A

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

Saba Capital Management, L.P.: Schedule 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Voya Prime Rate Trust (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) September 25, 2019 (Date of Event which Requires Filing

July 26, 2019 NPORT-EX

PPR / Voya Prime Rate Trust NPORT-EX - -

Voya Prime Rate Trust PORTFOLIO OF INVESTMENTS as of May 31, 2019 (unaudited) Principal Amount† Borrower/Tranche Description Fair Value Percentage of Net Assets SENIOR LOANS*: 141.

June 26, 2019 EX-99.B(N)(1)

CONSENT OF COUNSEL

(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Post-Effective Amendment No. 1 to the Registration Statement of Voya Prime Rate Trust (File No. 333-224419), on Form N-2 under the Securities Act of 1933, as amended. /s/ Ropes & Gray LLP Ropes & Gray LLP Boston, MA June 26, 2019

June 26, 2019 EX-99.B(N)(2)

Consent of Independent Registered Public Accounting Firm

(n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 24, 2019, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

June 26, 2019 EX-99.B(J)(4)(I)

AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT — FIDELITY BOND

EX-99.B(J)(4)(I) 2 a19-53634ex99dbj4i.htm EX-99.B(J)(4)(I) (j)(4)(i) AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT — FIDELITY BOND VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC. Voya Balanced Portfolio VOYA CORPORATE LEADERS® TRUST FUND Voya Corporate Leaders® Trust Fund Series B VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND VOYA EQUITY TRUST Voya

June 26, 2019 486BPOS

PPR / Voya Prime Rate Trust 486BPOS - - POST-EFFECTIVE AMENDMENT FILED PURSUANT TO SECURITIES ACT RULE 486(B)

As filed with the Securities and Exchange Commission on June 26, 2019 Securities Act File No.

June 26, 2019 EX-99.B(J)(6)(I)

Amendment dated May 1, 2019 to Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. (formerly, PNC) and Voya Prime Rate Trust – Incorporated herein by reference to Amendment No. .120 to Registrant's Registration Statement under the 1940 Act on Form

EX-99.B(J)(6)(I) 3 a19-53634ex99dbj6i.htm EX-99.B(J)(6)(I) (j)(6)(i) Execution Version Amendment To Transfer Agency Services Agreement (Unified Agreement) This Amendment To Transfer Agency Services Agreement (“Amendment”), dated as of May 1, 2019 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of the investment companies listed o

June 26, 2019 EX-99.B(N)(1)

CONSENT OF COUNSEL

(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Post-Effective Amendment No. 1 to the Registration Statement of Voya Prime Rate Trust (File No. 333-224417), on Form N-2 under the Securities Act of 1933, as amended. /s/ Ropes & Gray LLP Ropes & Gray LLP Boston, MA June 26, 2019

June 26, 2019 486BPOS

PPR / Voya Prime Rate Trust 486BPOS - - POST-EFFECTIVE AMENDMENT FILED PURSUANT TO SECURITIES ACT RULE 486(B)

As filed with the Securities and Exchange Commission on June 26, 2019 Securities Act File No.

June 26, 2019 EX-99.B(N)(2)

Consent of Independent Registered Public Accounting Firm

EX-99.B(N)(2) 5 a19-53631ex99dbn2.htm EX-99.B(N)(2) (n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 24, 2019, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings “Financial Highlights” and “

June 26, 2019 EX-99.B(J)(4)(I)

AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT — FIDELITY BOND

EX-99.B(J)(4)(I) 2 a19-53631ex99dbj4i.htm EX-99.B(J)(4)(I) (j)(4)(i) AMENDED SCHEDULE A with respect to the ALLOCATION AGREEMENT — FIDELITY BOND VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA BALANCED PORTFOLIO, INC. Voya Balanced Portfolio VOYA CORPORATE LEADERS® TRUST FUND Voya Corporate Leaders® Trust Fund Series B VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND VOYA EQUITY TRUST Voya

June 26, 2019 EX-99.B(J)(6)(I)

Amendment dated May 1, 2019 to Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. and Voya Prime Rate Trust – Incorporated herein by reference to Amendment No. 119 to Registrant's Registration Statement under the 1940 Act on Form

(j)(6)(i) Execution Version Amendment To Transfer Agency Services Agreement (Unified Agreement) This Amendment To Transfer Agency Services Agreement (“Amendment”), dated as of May 1, 2019 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc.

May 10, 2019 DEF 14A

PPR / Voya Prime Rate Trust DEF 14A DEF 14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 VOYA PRIME RATE TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): x No fee required.

February 13, 2019 SC 13G/A

ACIW / ACI Worldwide, Inc. / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.9)* Voya PRIME RATE TRUST - (Name of Issuer) Common Stock - (Title of Class of Securities) 92913A100 - (CUSIP Number) December 31, 2018 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 25, 2019 EX-99.CERT

CERTIFICATION

Exhibit-99.CERT CERTIFICATION I, Michael Bell, certify that: 1. I have reviewed this report on Form N-Q of Voya Prime Rate Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

January 25, 2019 N-Q

PPR / Voya Prime Rate Trust N-Q (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-05410 Voya Prime Rate Trust (Exact name of registrant as specified in charter) 7337 E. Doubletree Ranch Rd., Suite 100, Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) C

January 22, 2019 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

January 22, 2019 SC 13G/A

ACIW / ACI Worldwide, Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* Voya Prime Rate Trust - (Name of Issuer) Common - (Title of Class of Securities) 92913A100 - (CUSIP Number) December 31, 2018 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

January 18, 2019 SC 13G

ACIW / ACI Worldwide, Inc. / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

Saba Capital Management, L.P. - Schedule 13G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* VOYA PRIME RATE TRUST (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92913A100 (CUSIP Number) January 8, 2019 (Date of Event which Requires Filing of this

July 26, 2018 EX-99.CERT

CERTIFICATION

Exhibit-99.CERT CERTIFICATION I, Michael Bell, certify that: 1. I have reviewed this report on Form N-Q of Voya Prime Rate Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the

July 26, 2018 N-Q

PPR / Voya Prime Rate Trust N-Q (Quarterly Schedule of Portfolio Holdings)

N-Q 1 tv498781nq.htm N-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-05410 Voya Prime Rate Trust (Exact name of registrant as specified in charter) 7337 E. Doubletree Ranch Rd., Suite 100, Scottsdale, AZ 85258 (Address of principal execut

June 22, 2018 CORRESP

PPR / Voya Prime Rate Trust CORRESP

VOYA PRIME RATE TRUST 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona 85258-2034 June 22, 2018 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.

June 13, 2018 CORRESP

PPR / Voya Prime Rate Trust CORRESP

VOYA INVESTMENT MANAGEMENT 7337 EAST DOUBLETREE RANCH ROAD, SUITE 100 SCOTTSDALE, AZ 85258 June 13, 2018 VIA EDGAR Mr.

June 4, 2018 SC 13G/A

VOYA / Voya Financial, Inc. / BAILLIE GIFFORD & CO Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) Voya Prime Rate Trust - (Name of Issuer) Common Stock - (Title of Class of Securities) 929089100 - (CUSIP Number) 31st May 2018 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

May 7, 2018 DEF 14A

PPR / Voya Prime Rate Trust DEF 14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 VOYA PRIME RATE TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): x No fee required.

April 26, 2018 EX-99.77(B)

Report of Independent Registered Public Accounting Firm

Exhibit 99.77(b) Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees Voya Prime Rate Trust In planning and performing our audit of the financial statements of the Voya Prime Rate Trust (the “Trust”), as of and for the year ended February 28, 2018, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we cons

February 13, 2018 SC 13G/A

ACIW / ACI Worldwide, Inc. / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.8)* Voya PRIME RATE TRUST - (Name of Issuer) Common Stock - (Title of Class of Securities) 92913A100 - (CUSIP Number) December 29, 2017 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 31, 2018 SC 13G

VOYA / Voya Financial, Inc. / BAILLIE GIFFORD & CO Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Voya Prime Rate Trust - (Name of Issuer) Common Stock - (Title of Class of Securities) 929089100 - (CUSIP Number) 31st December 2017 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Ru

January 26, 2018 N-Q

Voya Prime Rate Trust - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-05410 Voya Prime Rate Trust (Exact name of registrant as specified in charter) 7337 E. Doubletree Ranch Rd., Suite 100, Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) C

January 26, 2018 EX-99.CERT

CERTIFICATION

Exhibit-99.CERT CERTIFICATION I, Shaun P. Mathews, certify that: 1. I have reviewed this report on Form N-Q of Voya Prime Rate Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

January 24, 2018 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

January 24, 2018 SC 13G/A

ACIW / ACI Worldwide, Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Voya Prime Rate Trust - (Name of Issuer) Common - (Title of Class of Securities) 92913A100 - (CUSIP Number) December 31, 2017 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

October 25, 2017 EX-99.77(C)

Shares Voted For

Exhibit 99.77(c) ITEM 77C - Matters submitted to a vote of security holders An annual meeting of shareholders of Voya Prime Rate Trust was held on July 6, 2017 to: 1) elect 12 nominees to the Board of Trustees of Voya Prime Rate Trust. Proposal Shares Voted For Shares Voted Against or Withheld Shares Abstained Broker non-vote Total Shares Voted Colleen D. Baldwin 1 123,461,135.668 3,717,414.609 0.

July 28, 2017 N-Q

Voya Prime Rate Trust - N-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-05410 Voya Prime Rate Trust (Exact name of registrant as specified in charter) 7337 E. Doubletree Ranch Rd., Suite 100, Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) C

July 28, 2017 EX-99.CERT

CERTIFICATION

Exhibit-99.CERT CERTIFICATION I, Shaun P. Mathews, certify that: 1. I have reviewed this report on Form N-Q of Voya Prime Rate Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

June 26, 2017 EX-99.B(2)(N)(2)

Consent of Independent Registered Public Accounting Firm

Exhibit (2)(n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 24, 2017, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings ?Financial Highlights? and ?Independent Registered Public Accounting Firm? in the Prospectuses and ?Independent Registered Public Accounting Firm? in the Statement of Additional Information.

June 26, 2017 EX-99.B(2)(K)(2)

Expense Limitation Agreement effective January 1, 2016 between Voya Investments, LLC and Voya Prime Rate Trust – Incorporated herein by reference to Amendment No. 113 to Registrant's Registration Statement under the 1940 Act on Form

EX-99.B(2)(K)(2) 6 a17-148531ex99db2k2.htm EX-99.B(2)(K)(2) Exhibit (2)(k)(2) EXPENSE LIMITATION AGREEMENT VOYA PRIME RATE TRUST This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective January 1, 2016, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Prime Rate Trust (the “Registrant”). The Registrant is not a series fund investment company, therefore this Agreement

June 26, 2017 CORRESP

Voya Prime Rate Trust ESP

VOYA PRIME RATE TRUST 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona 85258-2034 June 26, 2017 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.

June 26, 2017 EX-99.B(2)(J)(2)(I)

AMENDED SCHEDULE A with respect to the FT FEE ALLOCATION AGREEMENT

EX-99.B(2)(J)(2)(I) 2 a17-148531ex99db2j2i.htm EX-99.B(2)(J)(2)(I) Exhibit (2)(j)(2)(i) AMENDED SCHEDULE A with respect to the FT FEE ALLOCATION AGREEMENT ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND ING BALANCED PORTFOLIO, INC. ING INVESTORS TRUST ING Balanced Portfolio ING American Funds Asset Allocation Portfolio ING American Funds Global

June 26, 2017 EX-99.B(2)(J)(3)(I)

AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED ISS PROXY VOTING FEE ALLOCATION AGREEMENT

EX-99.B(2)(J)(3)(I) 3 a17-148534ex99db2j3i.htm EX-99.B(2)(J)(3)(I) Exhibit (2)(j)(3)(i) AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED ISS PROXY VOTING FEE ALLOCATION AGREEMENT ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND ING BALANCED PORTFOLIO, INC. ING Balanced Portfolio ING CORPORATE LEADERS TRUST FUND ING Corporate Leaders Trust Fund — Series A ING Corporate Leaders Trust Fun

June 26, 2017 EX-99.B(2)(J)(6)(I)

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

EX-99.B(2)(J)(6)(I) 4 a17-148534ex99db2j6i.htm EX-99.B(2)(J)(6)(I) Exhibit (2)(j)(6)(i) May 15, 2017 Attention: President BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, Delaware 19809 Dear Sir or Madam: Pursuant to the Transfer Agency Services Agreement, dated February 25, 2009, as amended, between the Funds (as defined in the Agreement) and BNY Mellon Investment Servic

June 26, 2017 EX-99.B(2)(K)(2)

Expense Limitation Agreement effective January 1, 2016 between Voya Investments, LLC and Voya Prime Rate Trust – Incorporated herein by reference to Amendment No. 114 to Registrant's Registration Statement under the 1940 Act on Form

Exhibit (2)(k)(2) EXPENSE LIMITATION AGREEMENT VOYA PRIME RATE TRUST This EXPENSE LIMITATION AGREEMENT (the ?Agreement?), effective January 1, 2016, by and between Voya Investments, LLC (the ?Investment Manager?) and Voya Prime Rate Trust (the ?Registrant?).

June 26, 2017 EX-99.B(2)(N)(1)

CONSENT OF COUNSEL

Exhibit (2)(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption ?Legal Counsel? included in or made a part of Post-Effective Amendment No.

June 26, 2017 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (Check Appropriate box or boxes)

As filed with the Securities and Exchange Commission on June 26, 2017 Securities Act File No.

June 26, 2017 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (Check Appropriate box or boxes)

POS 8C 1 a17-148534pos8c.htm POS 8C As filed with the Securities and Exchange Commission on June 26, 2017 Securities Act File No. 333- 203653 Investment Company Act File No. 811-05410 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (Check Appropriate box or boxes) Registration Statement Under The Securities Act Of 1933 x Pre-Effective Amendment No. o Post-Effective Amendmen

June 26, 2017 EX-99.B(2)(J)(6)(I)

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

Exhibit (2)(j)(6)(i) May 15, 2017 Attention: President BNY Mellon Investment Servicing (US) Inc.

June 26, 2017 EX-99.B(2)(N)(2)

Consent of Independent Registered Public Accounting Firm

EX-99.B(2)(N)(2) 8 a17-148531ex99db2n2.htm EX-99.B(2)(N)(2) Exhibit (2)(n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 24, 2017, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings “Financia

June 26, 2017 EX-99.B(2)(K)(1)

Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company, and The Bank of Nova Scotia dated July 18, 2016 – Incorporated herein by reference to Amendment No. 114 to Registrant's Registration Statement under the 1940 Act on Form

Exhibit (2)(k)(1) AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 18, 2016 among VOYA PRIME RATE TRUST (f/k/a ING PRIME RATE TRUST), as the Borrower, STATE STREET BANK AND TRUST COMPANY, as Administrative Agent and Swing Line Lender, THE BANK OF NOVA SCOTIA, as Syndication Agent and THE OTHER LENDERS PARTY HERETO STATE STREET BANK AND TRUST COMPANY, as Sole Lead Arranger and Sole Book Manager TABLE OF CONTENTS (continued) Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.

June 26, 2017 EX-99.B(2)(J)(2)(I)

AMENDED SCHEDULE A with respect to the FT FEE ALLOCATION AGREEMENT

Exhibit (2)(j)(2)(i) AMENDED SCHEDULE A with respect to the FT FEE ALLOCATION AGREEMENT ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND ING BALANCED PORTFOLIO, INC.

June 26, 2017 COVER

June 26, 2017

COVER 19 filename19.htm June 26, 2017 Kathleen M. Nichols T +1 617 854 2418 F +1 617 235 0862 [email protected] BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Voya Prime Rate Trust (File Nos. 333-203653 and 811-05410) Dear Ladies and Gentlemen: Attached for filing, via the EDGAR system, is Post-Effective Amendment No. 5 (the “Amendment”) to t

June 26, 2017 COVER

ROPES & GRAY LLP

COVER 17 filename17.htm ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199 WWW.ROPESGRAY.COM June 26, 2017 Kathleen M. Nichols T +1 617 854 2418 F +1 617 235 0862 [email protected] BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Voya Prime Rate Trust (File Nos. 333-203624 and 811-05410) Dear Ladies and Gentlemen: Attached f

June 26, 2017 EX-99.B(2)(R)

Amended May 1, 2017 Code of Ethics Voya Financial, Inc. Voya Investment Management, LLC Voya Investments, LLC Voya Investment Management Co. LLC Directed Services LLC Voya Investment Management (UK) Limited Voya Alternative Asset Management LLC Pomon

Exhibit (2)(r) Amended May 1, 2017 Code of Ethics of Voya Financial, Inc. Voya Investment Management, LLC Voya Investments, LLC Voya Investment Management Co. LLC Directed Services LLC Voya Investment Management (UK) Limited Voya Alternative Asset Management LLC Pomona Management, LLC Voya Investments Distributor, LLC Voya Realty Group, LLC Voya Investment Trust Co. Voya Investment Management (UK)

June 26, 2017 EX-99.B(2)(R)

Amended May 1, 2017 Code of Ethics Voya Financial, Inc. Voya Investment Management, LLC Voya Investments, LLC Voya Investment Management Co. LLC Directed Services LLC Voya Investment Management (UK) Limited Voya Alternative Asset Management LLC Pomon

EX-99.B(2)(R) 9 a17-148531ex99db2r.htm EX-99.B(2)(R) Exhibit (2)(r) Amended May 1, 2017 Code of Ethics of Voya Financial, Inc. Voya Investment Management, LLC Voya Investments, LLC Voya Investment Management Co. LLC Directed Services LLC Voya Investment Management (UK) Limited Voya Alternative Asset Management LLC Pomona Management, LLC Voya Investments Distributor, LLC Voya Realty Group, LLC Voya

June 26, 2017 EX-99.B(2)(N)(1)

CONSENT OF COUNSEL

EX-99.B(2)(N)(1) 7 a17-148531ex99db2n1.htm EX-99.B(2)(N)(1) Exhibit (2)(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Post-Effective Amendment No. 5 to the Registration Statement of Voya Prime Rate Trust (File No. 333-203624), on Form N-2 under the Securities Act of 1933, as amended.

June 26, 2017 EX-99.B(2)(K)(1)

Amended and Restated Credit Agreement between Voya Prime Rate Trust and State Street Bank and Trust Company, and The Bank of Nova Scotia dated July 18, 2016 – Incorporated herein by reference to Amendment No. 113 to Registrant's Registration Statement under the 1940 Act on Form

Exhibit (2)(k)(1) AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 18, 2016 among VOYA PRIME RATE TRUST (f/k/a ING PRIME RATE TRUST), as the Borrower, STATE STREET BANK AND TRUST COMPANY, as Administrative Agent and Swing Line Lender, THE BANK OF NOVA SCOTIA, as Syndication Agent and THE OTHER LENDERS PARTY HERETO STATE STREET BANK AND TRUST COMPANY, as Sole Lead Arranger and Sole Book Manager TABLE OF CONTENTS (continued) Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.

June 26, 2017 EX-99.B(2)(J)(3)(I)

AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED ISS PROXY VOTING FEE ALLOCATION AGREEMENT

Exhibit (2)(j)(3)(i) AMENDED SCHEDULE A with respect to the AMENDED AND RESTATED ISS PROXY VOTING FEE ALLOCATION AGREEMENT ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND ING BALANCED PORTFOLIO, INC.

June 16, 2017 CORRESP

Voya Prime Rate Trust ESP

VOYA INVESTMENT MANAGEMENT 7337 EAST DOUBLETREE RANCH ROAD, SUITE 100 SCOTTSDALE, AZ 85258 June 16, 2017 VIA EDGAR Ms.

May 4, 2017 DEF 14A

Voya Prime Rate Trust DEFINITIVE PROXY STATEMENT

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 VOYA PRIME RATE TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): x No fee required.

April 25, 2017 EX-99.77.B

Report of Independent Registered Public Accounting Firm

Exhibit 99.77(b) Report of Independent Registered Public Accounting Firm The Shareholders and Board of Trustees Voya Prime Rate Trust In planning and performing our audit of the financial statements of the Voya Prime Rate Trust (the ?Trust?), as of and for the year ended February 28, 2017, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we conside

April 25, 2017 COVER

VOYA INVESTMENT MANAGEMENT

VOYA INVESTMENT MANAGEMENT 7337 EAST DOUBLETREE RANCH ROAD, SUITE 100 SCOTTSDALE, AZ 85258 April 25, 2017 VIA EDGAR U.

April 25, 2017 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (Check Appropriate box or boxes)

As filed with the Securities and Exchange Commission on April 25, 2017 Securities Act File No.

April 25, 2017 COVER

VOYA INVESTMENT MANAGEMENT

VOYA INVESTMENT MANAGEMENT 7337 EAST DOUBLETREE RANCH ROAD, SUITE 100 SCOTTSDALE, AZ 85258 April 25, 2017 VIA EDGAR U.

April 25, 2017 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 Check Appropriate box or boxes)

As filed with the Securities and Exchange Commission on April 25, 2017 Securities Act File No.

February 13, 2017 SC 13G/A

ACIW / ACI Worldwide, Inc. / MORGAN STANLEY - MSSB YE AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.7)* Voya PRIME RATE TRUST - (Name of Issuer) Common Stock - (Title of Class of Securities) 92913A100 - (CUSIP Number) December 31, 2016 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 26, 2017 EX-99.CERT

CERTIFICATION

Exhibit-99.CERT CERTIFICATION I, Shaun P. Mathews, certify that: 1. I have reviewed this report on Form N-Q of Voya Prime Rate Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to

January 26, 2017 N-Q

Voya Prime Rate Trust N-Q (Quarterly Schedule of Portfolio Holdings)

N-Q 1 t1700066nq.htm N-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-05410 Voya Prime Rate Trust (Exact name of registrant as specified in charter) 7337 E. Doubletree Ranch Rd., Suite 100, Scottsdale, AZ 85258 (Address of principal execut

January 25, 2017 SC 13G/A

ACIW / ACI Worldwide, Inc. / FIRST TRUST PORTFOLIOS LP - AMENDED SCHEDULE 13G Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Voya Prime Rate Trust - (Name of Issuer) Common - (Title of Class of Securities) 92913A100 - (CUSIP Number) December 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

January 25, 2017 EX-99.1

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

October 26, 2016 EX-99.77(C)

ITEM 77C -

Exhibit 99.77(c) ITEM 77C - Matters submitted to a vote of security holders 1. An annual meeting of shareholders of Voya Prime Rate Trust was held on July 7, 2016 to: 1) elect 12 nominees to the Board of Trustees of Voya Prime Rate Trust. Proposal Shares Voted For Shares Voted Against or Withheld Shares Abstained Broker non-vote Total Shares Voted Colleen D. Baldwin 1 122,646,395.844 3,173,451.064

July 27, 2016 EX-99.CERT

CERTIFICATION

EX-99.CERT 2 t1601766ex99-cert.htm EXHIBIT 99.CERT Exhibit-99.CERT CERTIFICATION I, Shaun P. Mathews, certify that: 1. I have reviewed this report on Form N-Q of Voya Prime Rate Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such s

July 27, 2016 N-Q

Voya Prime Rate Trust FORM N-Q (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-05410 Voya Prime Rate Trust (Exact name of registrant as specified in charter) 7337 E. Doubletree Ranch Rd., Suite 100, Scottsdale, AZ 85258 (Address of principal executive offices) (Zip code) C

June 30, 2016 COVER

ROPES & GRAY LLP

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199 WWW.ROPESGRAY.COM June 30, 2016 Kathleen M. Nichols T +1 617 854 2418 F +1 617 235 0862 [email protected] BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Voya Prime Rate Trust (File Nos. 333-203624 and 811-05410) Dear Ladies and Gentlemen: Attached for filing, via the EDGAR

June 30, 2016 EX-99.2(N)(1)

CONSENT OF COUNSEL

EX-99.2(N)(1) 2 a16-138131ex99d2n1.htm EX-99.2(N)(1) Exhibit 2(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Post-Effective Amendment No. 3 to the Registration Statement of Voya Prime Rate Trust (File No. 333-203624), on Form N-2 under the Securities Act of 1933, as amended. /s/ Ropes

June 30, 2016 EX-99.2(N)(2)

Consent of Independent Registered Public Accounting Firm

Exhibit 2(n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 25, 2016, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings ?Financial Highlights? and ?Independent Registered Public Accounting Firm? in the Prospectuses and ?Independent Registered Public Accounting Firm? in the Statement of Additional Information.

June 30, 2016 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (Check Appropriate box or boxes)

POS 8C 1 a16-138134pos8c.htm POS 8C As filed with the Securities and Exchange Commission on June 30, 2016 Securities Act File No. 333- 203653 Investment Company Act File No. 811-05410 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (Check Appropriate box or boxes) Registration Statement Under The Securities Act Of 1933 x Pre-Effective Amendment No. o Post-Effective Amendmen

June 30, 2016 EX-99.2(N)(1)

CONSENT OF COUNSEL

EX-99.2(N)(1) 2 a16-138134ex99d2n1.htm EX-99.2(N)(1) Exhibit 2(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Post-Effective Amendment No. 3 to the Registration Statement of Voya Prime Rate Trust (File No. 333-203653), on Form N-2 under the Securities Act of 1933, as amended. /s/ Ropes

June 30, 2016 EX-99.2(N)(2)

Consent of Independent Registered Public Accounting Firm

Exhibit 2(n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 25, 2016, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings ?Financial Highlights? and ?Independent Registered Public Accounting Firm? in the Prospectuses and ?Independent Registered Public Accounting Firm? in the Statement of Additional Information.

June 30, 2016 COVER

ROPES & GRAY LLP

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199 WWW.ROPESGRAY.COM June 30, 2016 Kathleen M. Nichols T +1 617 854 2418 F +1 617 235 0862 [email protected] BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Voya Prime Rate Trust (File Nos. 333-203653 and 811-05410) Dear Ladies and Gentlemen: Attached for filing, via the EDGAR

June 30, 2016 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 Check Appropriate box or boxes)

As filed with the Securities and Exchange Commission on June 30, 2016 Securities Act File No.

June 29, 2016 CORRESP

Voya Prime Rate Trust ESP

June 29, 2016 VIA EDGAR Ms. Kimberly Browning U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Voya Prime Rate Trust (SEC File Nos. 333-203624; 811-05410) (SEC File Nos. 333-203653; 811-05410) Dear Ms. Browning: This letter responds to the follow-up comment provided by the Staff of the U.S. Securities and Exchange Commission (?Staff?) on June 29, 2016, for the Re

June 29, 2016 CORRESP

Voya Prime Rate Trust ESP

CORRESP 1 filename1.htm June 29, 2016 VIA EDGAR Ms. Kimberly Browning U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Voya Prime Rate Trust (SEC File Nos. 333-203624; 811-05410) (SEC File Nos. 333-203653; 811-05410) Dear Ms. Browning: This letter responds to the follow-up comment provided by the Staff of the U.S. Securities and Exchange Commission (“Staff”) on J

June 27, 2016 CORRESP

Voya Prime Rate Trust ESP

June 27, 2016 VIA EDGAR Ms. Kimberly Browning U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Voya Prime Rate Trust (SEC File Nos. 333-203624; 811-05410) (SEC File Nos. 333-203653; 811-05410) Dear Ms. Browning: This letter responds to the follow-up comment provided by the Staff of the U.S. Securities and Exchange Commission (?Staff?) on June 27, 2016, for the Re

June 24, 2016 CORRESP

Voya Prime Rate Trust ESP

June 24, 2016 VIA EDGAR Ms. Kimberly Browning U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Voya Prime Rate Trust (SEC File Nos. 333-203624; 811-05410) (SEC File Nos. 333-203653; 811-05410) Dear Ms. Browning: This letter responds to follow-up comments provided by the Staff of the U.S. Securities and Exchange Commission (?Staff?) on June 22, 2016, for the Regis

June 22, 2016 EX-99.2(N)(2)

Consent of Independent Registered Public Accounting Firm

EX-99.2(N)(2) 5 a16-138134ex99d2n2.htm EX-99.2(N)(2) Exhibit 2(n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 25, 2016, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings “Financial Highlig

June 22, 2016 CORRESP

Voya Prime Rate Trust ESP

VOYA PRIME RATE TRUST 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona 85258-2034 June 22, 2016 VIA EDGAR Securities and Exchange Commission Division of Investment Management 100 F Street, N.

June 22, 2016 COVER

ROPES & GRAY LLP

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199 WWW.ROPESGRAY.COM June 22, 2016 Kathleen M. Nichols T +1 617 854 2418 F +1 617 235 0862 [email protected] BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Voya Prime Rate Trust (File Nos. 333-203653 and 811-05410) Dear Ladies and Gentlemen: Attached for filing, via the EDGAR

June 22, 2016 EX-99.2(K)(1)(V)

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 2(k)(1)(v) THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this ?Third Amendment?) is made as of July 20, 2015, by and among VOYA PRIME RATE TRUST (f/k/a ING Prime Rate Trust), a Massachusetts business trust (the ?Borrower?), and lending institutions party hereto and identified as ?Lenders? in the Credit Agreement (as hereinafter defined) (the ?Lenders?) and S

June 22, 2016 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 Check Appropriate box or boxes) Registration Statement Under The Securities Act Of 1933 x Pre-Effective Amendment No. o Post-Effective Amendment No. 2 x and/or Registration State

As filed with the Securities and Exchange Commission on June 22, 2016 Securities Act File No.

June 22, 2016 COVER

ROPES & GRAY LLP

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199 WWW.ROPESGRAY.COM June 22, 2016 Kathleen M. Nichols T +1 617 854 2418 F +1 617 235 0862 [email protected] BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Voya Prime Rate Trust (File Nos. 333-203624 and 811-05410) Dear Ladies and Gentlemen: Attached for filing, via the EDGAR

June 22, 2016 EX-99.2(K)(1)(V)

THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 2(k)(1)(v) THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this ?Third Amendment?) is made as of July 20, 2015, by and among VOYA PRIME RATE TRUST (f/k/a ING Prime Rate Trust), a Massachusetts business trust (the ?Borrower?), and lending institutions party hereto and identified as ?Lenders? in the Credit Agreement (as hereinafter defined) (the ?Lenders?) and S

June 22, 2016 EX-99.2(N)(1)

CONSENT OF COUNSEL

Exhibit 2(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption ?Legal Counsel? included in or made a part of Post-Effective Amendment No.

June 22, 2016 EX-99.2(J)(6)(I)

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

EX-99.2(J)(6)(I) 2 a16-138131ex99d2j6i.htm EX-99.2(J)(6)(I) Exhibit 2(j)(6)(i) April 18, 2016 Attention: President BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, Delaware 19809 Dear Sir or Madam: Pursuant to the Transfer Agency Services Agreement, dated February 25, 2009, as amended, between the Funds (as defined in the Agreement) and BNY Mellon Investment Servicing (US

June 22, 2016 POS 8C

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (Check Appropriate box or boxes)

As filed with the Securities and Exchange Commission on June 22, 2016 Securities Act File No.

June 22, 2016 EX-99.2(J)(6)(I)

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

EX-99.2(J)(6)(I) 2 a16-138134ex99d2j6i.htm EX-99.2(J)(6)(I) Exhibit 2(j)(6)(i) April 18, 2016 Attention: President BNY Mellon Investment Servicing (US) Inc. 301 Bellevue Parkway Wilmington, Delaware 19809 Dear Sir or Madam: Pursuant to the Transfer Agency Services Agreement, dated February 25, 2009, as amended, between the Funds (as defined in the Agreement) and BNY Mellon Investment Servicing (US

June 22, 2016 EX-99.2(N)(2)

Consent of Independent Registered Public Accounting Firm

Exhibit 2(n)(2) Consent of Independent Registered Public Accounting Firm The Board of Trustees Voya Prime Rate Trust We consent to the use of our report dated April 25, 2016, with respect to the financial statements of Voya Prime Rate Trust, incorporated herein by reference, and to the references to our firm under the headings ?Financial Highlights? and ?Independent Registered Public Accounting Firm? in the Prospectuses and ?Independent Registered Public Accounting Firm? in the Statement of Additional Information.

June 22, 2016 EX-99.2(N)(1)

CONSENT OF COUNSEL

Exhibit 2(n)(1) CONSENT OF COUNSEL We hereby consent to the use of our name and the references to our firm under the caption “Legal Counsel” included in or made a part of Post-Effective Amendment No.

June 17, 2016 CORRESP

Voya Prime Rate Trust ESP

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM JESSICA L. REECE T +1 617 235 4636 F +1 617 235 9688 [email protected] June 17, 2016 VIA EDGAR Ms. Kimberly Browning U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Voya Prime Rate Trust (SEC File Nos. 333-203624; 811-05410) (SEC File Nos. 333-203653; 811-0541

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