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
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| ¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
x | Definitive Proxy Statement |
| Definitive Additional Materials |
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VOYA MUTUAL FUNDS
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VOYA EMERGING MARKETS EQUITY DIVIDEND FUND
(formerly, ING INTERNATIONAL VALUEEmerging Markets Equity Dividend Fund)
VOYA GLOBAL EQUITY DIVIDEND FUND
(formerly, ING Global Value ChoiceEquity Dividend Fund)
VOYA RUSSIA FUND
(formerly, ING Russia Fund)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
(800) 992-0180
January 17, 2013December 15, 2014
Dear Shareholder:
On behalf of the Board of Trustees (the “Board”) of ING International ValueVoya Emerging Markets Equity Dividend Fund, (the “Fund”Voya Global Equity Dividend Fund, and Voya Russia Fund (each a “Fund,” and collectively, the “Funds”), we are pleased to invite you to a special meeting of shareholders (the “Special Meeting”) of the Fund.Funds. The Special Meeting is scheduled for 10:1:00 AM,p.m., Local time, on March 12, 2013,February 10, 2015, at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.
At the Special Meeting, shareholders of the FundFunds will be asked to approve an investmentnew sub-advisory agreementagreements for each Fund with ING Investment Management Co. LLCAdvisors B.V. (“IIMA”) (“Proposal One”). These sub-advisory agreements arise in connection with a plan for NN Group N.V., the indirect parent company of IIMA, to separate from its ultimate parent, ING IM” or “Sub-Adviser”Groep N.V. At the Special Meeting, shareholders of the Voya Russia Fund (the “Russia Fund”) also will be asked to approve the reclassification of the investment objective of the Russia Fund from “fundamental” to “non-fundamental” (“Proposal Two” and, together with Proposal One, the “Proposals”).
Formal notice of the Special Meeting appears on the next page, followed by the Proxy Statement.proxy statement (the “Proxy Statement”). The Proposal isProposals are discussed in detail in the enclosed Proxy Statement, which you should read carefully. After careful consideration, the Board recommends that you vote“FOR”each of the Proposal.Proposals.
Your vote is important regardless of the number of shares you own. To avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement and cast your vote. It is important that your vote be received no later than March 11, 2013.February 9, 2015.
We appreciate your participation and prompt response in this matter and thank you for your continued support.
Sincerely, | |
 | |
Shaun P. Mathews | |
President and Chief Executive Officer |
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
VOYA EMERGING MARKETS EQUITY DIVIDEND FUND
(formerly, ING INTERNATIONAL VALUEEmerging Markets Equity Dividend Fund)
VOYA GLOBAL EQUITY DIVIDEND FUND
(formerly, ING Global Value ChoiceEquity Dividend Fund)
VOYA RUSSIA FUND
(formerly, ING Russia Fund)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
(800) 992-0180
Scheduled for March 12, 2013February 10, 2015
To the Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the “Special Meeting”) of ING International ValueVoya Emerging Markets Equity Dividend Fund, (formerly, INGVoya Global Value Choice Fund) (the “Fund”Equity Dividend Fund, and Voya Russia Fund (each a “Fund,” and collectively, the “Funds”) is scheduled for 10:1:00 AM,p.m., Local time, on March 12, 2013February 10, 2015 at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.
Pursuant to an agreement with the European Commission, ING Groep N.V. (“ING Groep”) has announced its intention to divest NN Group N.V. (“NN Group”), a majority-owned subsidiary of ING Groep and an indirect parent company of ING Investment Management Advisors B.V. (“IIMA”), a sub-adviser to the Funds (such divestment, the “NN Group Separation Plan”). ING Groep began the process of divesting its shares of NN Group with a public and private offering of approximately 32% of the ordinary shares of NN Group in July 2014. ING Groep has announced that it intends to divest more than 50% of its shareholding in NN Group before December 31, 2015, and the remaining interest before December 31, 2016. While the base case for the remainder of the NN Group Separation Plan is the divestment of ING Groep’s remaining interest in one or more broadly distributed offerings, future divestments may take the form of public or private offerings, and may take place by means of a sale to a single buyer or group of buyers.
The Funds are subject to the Investment Company Act of 1940, as amended (the “1940 Act”), which provides that any investment advisory agreement, including any sub-advisory agreement, must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser, sub-adviser, or the parent company of such an entity. Such a transfer is often referred to as a “Change of Control Event.” It is anticipated that one or more of the transactions contemplated by the NN Group Separation Plan will be deemed a Change of Control Event for IIMA. To ensure that IIMA may continue to provide sub-advisory services to the Funds without interruption, a shareholder meeting is called to approve new sub-advisory agreements.
In addition to approving the agreements required in connection with the NN Group Separation Plan, shareholders of the Voya Russia Fund (the “Russia Fund”) are asked to approve the reclassification of the investment objective of the Russia Fund from “fundamental” to “non-fundamental,” as discussed in more detail in Proposal Two.
At the Special Meeting, shareholders will be asked:
To approve a new sub-advisory agreement between ING Investments, LLC and ING Investment Management Co. LLC on behalf of the Fund; and
To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.
| 1. | To approve a new sub-advisory agreement between Voya Investments, LLC (“Voya Investments”) and IIMA with respect to the Funds, and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that occur as part of the NN Group Separation Plan (“Proposal One”); |
| 2. | To approve the reclassification of the Voya Russia Fund’s investment objective from “fundamental” to “non-fundamental” (“Proposal Two”); and |
| 3. | To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes. |
Please read the enclosed Proxy Statementproxy statement (the “Proxy Statement”) carefully for information concerning the ProposalProposals to be placed before the Special Meeting.
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The Board of Trustees of the Funds recommends that you vote “FOR” each of the Proposal.Proposals.
Shareholders of record as of the close of business on December 14, 2012,November 24, 2014, are entitled to notice of, and to vote at, the Special Meeting, and are also entitled to vote at any adjournments or postponements thereof. Your attention is called to the accompanying Proxy Statement.
Regardless of whether you plan to attend the Special Meeting,please complete, sign, and return promptly, but in no event later than March 11, 2012,February 9, 2015, the enclosed Proxy Ballot so that a quorum will be
present and a maximum number of shares may be voted. Proxies may be revoked at any time before they are exercised by submitting a revised proxy,Proxy Ballot, by giving written notice of revocation to the applicable Fund or by voting in person at the Special Meeting.
By Order of the Board of Trustees | |
 | |
Huey P. Falgout, Jr. | |
Secretary | |
| December 15, 2014 |
January 17, 2013
PROXY STATEMENT
PROXY STATEMENTDecember 15, 2014
January 17, 2013VOYA EMERGING MARKETS EQUITY DIVIDEND FUND
(formerly, ING Emerging Markets Equity Dividend Fund)
ING INTERNATIONAL VALUEVOYA GLOBAL EQUITY DIVIDEND FUND
(formerly, ING Global Value ChoiceEquity Dividend Fund)
VOYA RUSSIA FUND
(Aformerly, ING Russia Fund)
(each a series of INGVoya Mutual Funds)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
(800) 992-0180
Special Meeting of Shareholders
Scheduled for March 12, 2013February 10, 2015
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on |
This Proxy |
Voya Emerging Markets Equity Dividend Fund
Voya Global Equity Dividend Fund
Voya Russia Fund
(each a “Fund,” and collectively, the “Funds”)
On September 6, 2012,Shareholders are asked to approve a new sub-advisory agreement for each Fund between Voya Investments, LLC (“Voya Investments” or “Adviser”), the Boardinvestment adviser to the Funds, and ING Investment Management Advisors B.V. (“IIMA”) a sub-adviser to the Funds. This approval is being sought in anticipation of Trustees (the “Board”the automatic termination of the existing sub-advisory agreement as a result of the divestment of IIMA’s indirect parent company by ING Groep N.V. (“ING Groep”).
Pursuant to an agreement with the European Commission, ING Groep has announced its intention to divest NN Group N.V. (“NN Group”), a majority-owned subsidiary of ING International Value Equity Fund (formerly, Groep and an indirect parent company of IIMA (such divestment, the “NN Group Separation Plan”). IIMA serves as a sub-adviser to the Funds.
ING Global Value Choice Fund) (“International Value Equity Fund” or “Fund”),Groep began the process of divesting its shares of NN Group with a public and private offering of approximately 32% of the ordinary shares of NN Group in July 2014 (the “Initial Offering”). ING International Value Choice Fund (“International Value Choice Fund”) approved an AgreementGroep has announced that it intends to divest more than 50% of its shareholding in NN Group before December 31, 2015, and Plan of Reorganization which providesthe remaining interest before December 31, 2016. While the base case for the reorganizationremainder of International Value Choice Fund withthe NN Group Separation Plan is the divestment of ING Groep’s remaining interest in one or more broadly distributed offerings, future divestments may take the form of public or private offerings, and into International Value Equity Fund (“Reorganization”). The Reorganization requires approvalmay take place by shareholdersmeans of International Value Choice Fund and, if approved, is expecteda sale to be effective on March 23, 2013.a single buyer or group of buyers.
Also on September 6, 2012, the Board, including a majorityThe Funds are subject to Section 15 of the Trustees who are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (“Independent Trustees”(the “1940 Act”), approved the termination of Tradewinds Global Investors, LLC (“Tradewinds”) as the sub-adviser to the Fund and approved an interim. Section 15 provides that any investment advisory agreement, including any sub-advisory agreement, between ING Investments, LLC (“ING Investments”must terminate automatically upon its “assignment,” which includes any transfer of a controlling block of outstanding voting securities of an adviser or “Adviser”) and ING Investment Management Co. LLC (“ING IM”sub-adviser, or “Sub-Adviser”) (“Interim Sub-Advisory Agreement”), pursuantthe parent company of such an entity. Such transfer is often referred to which ING IM currently serves as sub-adviser toa “Change of Control Event.” It is anticipated that one or more of the Fund. In choosing to terminatetransactions contemplated by the NN Group Separation Plan will be deemed a Change of Control Event. At any such Change of Control Event, the sub-advisory agreement with Tradewinds,IIMA for each Fund, as applicable, would automatically terminate. For more information on the NN Group Separation Plan and its effect on the Funds, please see the section entitled “Impact of the NN Group Separation Plan.”
In order to ensure that the existing sub-advisory services provided to the Funds can continue uninterrupted, shareholders are asked to approve a new sub-advisory agreement for each Fund between Voya Investments and IIMA. These new agreements will become effective upon shareholder approval. As part of the same proposal, shareholders are also voting to approve any future sub-advisory agreements if, as a result of future Change of Control Events that occur in connection with the NN Group Separation Plan, the then-effective sub-advisory agreements terminate. Shareholder approval will be deemed to apply to these future sub-advisory agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of NN Group; (2) the Board considered, among other factors, the recent departureof Trustees of the Chief Investment Officer (“CIO”Funds (the “Board”) of Tradewindsapproves the future sub-advisory agreements; and (3) the significant outflowsfuture sub-advisory agreements would not be materially different from the Fundnew agreements that followed.
The Interim Sub-Advisory Agreement with ING IM will expire on April 12, 2013 or earlier, if shareholders approve the proposal discussedare described in this proxy statement (“Proposal One”(the “Proxy Statement”). On September 6, 2012,These future agreements would be deemed effective upon the Board, including allclosing of the Independent Trustees, approved a permanent sub-advisory agreement between ING Investments and ING IM (“Proposed Sub-Advisory Agreement”), subject to shareholder approval. Shareholderstransaction that constitutes a Change of the Fund must approve the Proposed Sub-Advisory Agreement for it to become effective.Control Event.
In addition to approving the agreements required in connection with the determination to appoint ING IM as the interim Sub-Adviser, the Board approved changes to the principal investment strategiesNN Group Separation Plan, shareholders of the Voya Russia Fund from the strategies employed by Tradewinds to the strategies employed by ING IM. These changes went into effect as of the close of business on November 13, 2012. Following a transition period in which a transition manager bought and sold portfolio securities to prepare the Fund for the day-to-day management by ING IM under the Fund’s new investment strategies, ING IM began serving as the interim Sub-Adviser to the Fund as of the close of business on November 30, 2012.
International Value Choice Fund, the proposed acquired Fund in the Reorganization, also was sub-advised by Tradewinds. Noting the same
factors discussed above with respect to the termination of Tradewinds as sub-adviser to International Value Equity Fund, on September 6, 2012, the Board also approved the termination of Tradewinds as the sub-adviser to International Value Choice Fund and the appointment of ING IM as the interim Sub-Adviser to that Fund. The Board also approved revisions to International Value Choice Fund’s principal investment strategies, effective as of the close of business November 13, 2012. As with the changes to the investment strategies of International Value Equity Fund, International Value Choice Fund used a transition manager to prepare its securities portfolio for the day-to-day management of ING IM under its new investment strategies, and ING IM began serving as the interim Sub-Adviser to the Fund as of the close of business on November 30, 2012. In a separate proxy statement, shareholders of International Value Choice Fund will be(the “Russia Fund”) are asked to approve a “permanent” sub-advisory agreement with ING IM regarding thatthe reclassification of the investment objective of the Russia Fund from “fundamental” to “non-fundamental,” as discussed in the event shareholders do not approve the Reorganization, at a shareholder meeting scheduled to take place on or about March 14, 2013.more detail in Proposal Two.
The consummation of the Reorganization is subject to both approval of the Reorganization by shareholders of International Value Choice Fund and approval by shareholders of International Value Equity Fund of Proposal One.
Why did you send me this booklet?
This booklet includes a proxy statement (“the Proxy Statement”)Statement and a Proxy Ballot for the Fund,Funds in which you have an interest. It provides you with information you should review before providing voting instructions on the matters listed above and in the Notice of Special Meeting. The words “you” and “shareholder” are used in this Proxy Statement to refer to the person or entity that has voting rights or is being asked to provide voting instructions in connection with the shares.
What proposals are beingProposals will be considered at the Special Meeting?
At the special meeting ofSpecial Meeting, shareholders (the “Special Meeting”), shareholders are being asked to:will be asked:
| 1. | To approve a new sub-advisory agreement between Voya Investments and IIMA with respect to the Funds, and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that occur as part of the NN Group Separation Plan (“Proposal One”); |
| 2. | To approve the reclassification of the Russia Fund’s investment objective from “fundamental” to “non-fundamental” (“Proposal Two”); and |
| 3. | To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes. |
1. Approve a new sub-advisory agreement between ING Investments,
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The table below indicates which Proposals shareholders of each Fund are asked to approve at the investment adviser to the Fund and ING IM, the Fund’s proposed sub-adviser; andSpecial Meeting.
2. Transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes.
| Fund | Proposal One | Proposal Two |
| Voya Emerging Markets Equity Dividend Fund | ü | |
| Voya Global Equity Dividend Fund | ü | |
| Voya Russia Fund | ü | ü |
Who is eligible to vote?
Shareholders holding an investment in shares of thea Fund as of the close of business on December 14, 2012November 24, 2014 (the “Record Date”) are eligible to vote.vote at the Special Meeting or any adjournments or postponements thereof.
You may submit your Proxy Ballot in one of four ways:
·
| · | By Internet.The web address and instructions for voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
| · | By Telephone.The toll-free number for telephone voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot. |
| · | By Mail.Mark the enclosed Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided. Joint owners must each sign the Proxy Ballot. |
| · | In Person at the Special Meeting.You can vote your shares in person at the Special Meeting. If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at (800) 992-0180. |
To be certain your vote will be required to provide your control number located on the Proxy Ballot.
·By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Ballot. You will be required to provide your control number located on the Proxy Ballot.
·By Mail. Mark the enclosedcounted, a properly executed Proxy Ballot sign and date it, and return it in the postage-paid envelope we provided. Joint owners must each sign the Proxy Ballot.
·In Person at the Special Meeting. You can vote your shares in person at the Special Meeting. If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at (800) 992-0180.be received no later than 5:00 p.m., Local time on February 9, 2015.
Should shareholders require additional information regarding the Special Meeting, they may contact the Proxy Solicitor toll-free at 1-866-704-4437.(800) 820-2416. (See “General Information” for more information on the Proxy Solicitor.)
How does the Board recommend that I vote?
The Board recommends that shareholders vote “FOR” each of the Proposal.Proposals.
When and where will the Special Meeting be held?
The Special Meeting is scheduled to be held at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, on March 12, 2013,February 10, 2015, at 10:1:00 AM,p.m., Local time, and if the Special Meeting is adjourned or postponed, any adjournments or postponements of the Special Meeting will also be held at the above location. If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at (800) 992-0180.
How can I obtain more information about the Fund?Funds?
Should you have any questions about the Fund,Funds, please do not hesitate to contact Shareholder Services toll free at (800) 992-0180. A copy of the current prospectus, Statement of Additional Information (“SAI”), annual report, and semi-annual report is available, without charge, on the Internet at http://www.ingfunds.com/www.voyainvestments.com/literature or by contacting the FundFunds at:
ING FundsVoya Investment Management
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
(800) 992-0180
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Who are
Impact of the affiliated service providers to the Fund?NN Group Separation Plan
ING Investments, an Arizona limited liability company, serves as adviser toWhat is the Fund. ING Investments has overall responsibility for the management of the Fund and oversees all investment advisory and portfolio management services. ING Investments is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING Groep”) (NYSE: ING). NN Group Separation Plan?
ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance, and retirement services to over 85 million private, corporate, and institutional clients in more than 40 countries. The principal office of ING Investments becameGroep is located at Amsterdam Zuidoost, Bijlmerplein 888, 1102 MG, Amsterdam, The Netherlands. NN Group, a majority-owned subsidiary of ING Groep, is an insurance and investment management company with a strong, predominantly European presence that offers retirement services, insurance, investments, and banking. The principal office of NN Group is located at Amstelveenseweg 500, 1081 KL, Amsterdam, The Netherlands. IIMA is a wholly-owned, indirect subsidiary of NN Group.
In October 2009, ING Groep submitted a restructuring plan (the “Restructuring Plan”) to the European Commission in order to receive approval for state aid granted to ING Groep by the Kingdom of the Netherlands in November 2008 and March 2009. To receive approval for this state aid, ING Groep was required to divest its insurance and investment management businesses, including NN Group and, indirectly, IIMA.
In accordance with the Restructuring Plan, as amended in 2012 and 2013, ING Groep has announced its intention to divest NN Group by means of the NN Group Separation Plan. ING Groep began the process of divesting its shares of NN Group through the Initial Offering. ING Groep has announced that it intends to divest more than 50% of its shareholding in NN Group before December 31, 2015, and the remaining interest before December 31, 2016. While the base case for the remainder of the NN Group Separation Plan is the divestment of ING Groep’s remaining interest in one or more broadly distributed offerings, future divestments may take the form of public or private offerings, and may take place by means of a sale to a single buyer or group of buyers.
The NN Group Separation Plan, whether implemented through public offerings or other means, may be disruptive to the businesses of NN Group and its subsidiaries, including IIMA, and may cause, among other things, interruption of business operations or services, diversion of management’s attention from day-to-day operations, reduced access to capital, and loss of key employees or customers. The completion of the NN Group Separation Plan is expected to result in IIMA’s loss of access to the resources of ING Groep, which could adversely affect its business.
The NN Group Separation Plan may be implemented in phases. During the time that ING Groep retains a majority interest in NN Group, circumstances affecting ING Groep, including restrictions or requirements imposed on ING Groep by European and other authorities, may also affect NN Group. A failure to complete the NN Group Separation Plan could create uncertainty about the nature of the relationship between NN Group and ING Groep, and could adversely affect NN Group and IIMA.
Currently, IIMA and its affiliates do not anticipate that the NN Group Separation Plan will have a material adverse impact on their operations or the Funds and their operations.
Why does the sub-advisory agreement terminate?
As discussed previously, pursuant to Section 15 of the 1940 Act, any investment advisory agreement on behalf of a registered investment company, including any sub-advisory agreement, must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling interest in an investment adviser or the parent company of an investment adviser. Such a transfer is often referred to as a “Change of Control Event.”
Whether or not a public or private offering of NN Group shares results in a Change of Control Event depends on the facts and circumstances of the offering. Indeed, the Initial Offering is not believed to have constituted a Change of Control Event, and a Change of Control Event may not occur if ING Groep continues to hold at least 25% of the outstanding stock of NN Group and no single person or group acting together gains “control” (as defined in the 1940 Act) of NN Group.
It is anticipated that one or more of the transactions contemplated by the NN Group Separation Plan would be deemed a Change of Control Event resulting in the automatic termination of the existing sub-advisory agreement for the Funds with IIMA. In order to ensure that the existing sub-advisory services can continue uninterrupted, the Board approved a new sub-advisory agreement for the Funds, as applicable, in anticipation of the Initial Offering. Shareholders are hereby asked to approve this new agreement for the Funds as further described in the section herein entitled “Proposal One – Approval of the Proposed IIMA Sub-Advisory Agreement.”
As part of Proposal One, shareholders are also voting to approve any future sub-advisory agreement if, as a result of future Change of Control Events that occur in connection with the NN Group Separation Plan, the then-effective sub-advisory agreement terminates. Shareholder approval will be deemed to apply to these future sub-advisory agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of NN Group; (2) the Board approves the future sub-advisory agreements; and (3) the future sub-advisory agreements would not be materially different from the new agreement that is described in this Proxy Statement. Such a future agreement would be deemed effective upon the closing of a transaction that constitutes a Change of Control Event.
Shareholders are asked to vote on approval of these future sub-advisory agreements as part of the same vote on the new sub-advisory agreement which has been approved by the Board and which is described later in this Proxy Statement. This is because the Initial Offering and any subsequent Change of Control Events will be incremental, related steps that are part of the same NN Group Separation Plan that would lead to the full divestiture of NN Group by ING Groep. Under the circumstances
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described above, seeking a single shareholder vote for the new agreements and future agreements will allow the Funds to maintain the uninterrupted services of IIMA as their sub-adviser without the need for additional shareholder approval and additional proxy statements, which would describe the same or substantially similar facts as this Proxy Statement. In this regard, IIMA and the Funds are relying in part on correspondence between the staff of the U.S. Securities and Exchange Commission (“SEC”) and the investment adviser to the Funds, Voya Investments, and certain of its affiliates indicating that the SEC staff would not object if the Funds and other investment companies in the Voya family of funds seek shareholder approval for new and future agreements as described in this Proxy Statement.
If there is a change from the facts described in this Proxy Statement that is material to shareholders of the Funds in the context of a vote on a sub-advisory agreement, any shareholder approval received at the Special Meeting would no longer be valid to approve a future sub-advisory agreement that would otherwise be approved in the event of subsequent Change of Control Events in connection with the NN Group Separation Plan. This judgment will be made by the Adviser and IIMA and reviewed by the Board. If the sub-advisory agreement were to terminate without valid shareholder approval, the Board and the shareholders of each Fund may be asked to approve a new sub-advisory agreement to permit IIMA to continue to provide services to the Funds.
IIMA has indicated that it anticipates complying with the requirements of Section 15(f) of the 1940 Act with respect to any offering of the shares of NN Group under the NN Group Separation Plan that causes an assignment of the then-effective sub-advisory agreement for a Fund. Section 15(f) provides, in pertinent part, that affiliated persons of an adviser, including a sub-adviser, may receive any amount or benefit in connection with a sale of securities of, or a sale of any other interest in, such an adviser that results in an assignment of an investment advisory or sub-advisory agreement if, for a period of three years after the time of such a transaction, at least 75% of the members of the board of any investment company which it oversees are not “interested persons” (as defined in the 1940 Act) (“Independent Trustees”) of the new or old investment adviser; and, if, for a two-year period, there is no “unfair burden” imposed on any such investment company as a result of the transaction. The Board currently satisfies the 75% requirement of Section 15(f) and IIMA has indicated that it does not intend to impose an unfair burden on the Funds for so long as the requirements of Section 15(f) apply.
Will the NN Group Separation Plan change how the Funds are managed?
The NN Group Separation Plan is not anticipated to result in any changes to the management firmof the Funds. If shareholders approve the sub-advisory agreement in April 1995.Proposal One, the portfolio managers for each Fund, as listed inAppendix A, are expected to continue to provide for the day-to-day management of the Funds. In addition, the personnel responsible for the management operations of the Funds, including the Funds’ officers, are not expected to change as a result of the NN Group Separation Plan. The NN Group Separation Plan will not result in any change to the investment objective or the investment strategies of any Fund.
How will the NN Group Separation Plan affect IIMA?
IIMA is a Netherlands corporation organized in 1896 and became a SEC registered investment adviser in 1992. IIMA is organized primarily to manage investments and provide investment advice to entities in Canada and the United States. IIMA serves as sub-adviser to each Fund. The principal office of IIMA is located at Schenkkade 65, 2595 AS, The Hague, The Netherlands. As of June 30, 2012,2014, IIMA and its affiliates (the subsidiaries of ING Investments managedInvestment Management Holdings B.V.) had approximately $45.6$241.9 billion in assets. For fiscal year ended October 31, 2012, ING Investments received $3,262,789 in advisory fees from the Fund.assets under management.
ING Funds Services, LLC (“IFS”),Currently, IIMA is an affiliateindirect, wholly owned subsidiary of NN Group and an indirect, majority-owned subsidiary of ING Groep. Following the completion of the NN Group Separation Plan, it is anticipated that ING Groep will no longer have a controlling interest in NN Group or, indirectly, in IIMA. SeeAppendix B for a list of the names, addresses, and principal occupations of the directors and principal executive officers of IIMA.
Who are the other affiliated service providers?
Voya Investments
Voya Investments, an Arizona limited liability company, serves as the administratorinvestment adviser to the Fund. IFSFunds. Voya Investments has overall responsibility for the management of the Funds. Voya Investments oversees all investment advisory and portfolio management services for the Funds. Voya Investments is registered with the SEC as an investment adviser.
Voya Investments is an indirect, wholly-owned subsidiary of Voya Financial, Inc. Voya Financial, Inc. is a Delaware limited liability company. For fiscal year ended October 31, 2012, IFS received $365,430U.S.-based financial institution whose subsidiaries operate in administrative fees from the Fund.retirement, investment, and insurance industries. As of the date of this Proxy Statement, Voya Financial, Inc. is a subsidiary of ING Groep. ING Groep is a global financial institution of Dutch origin, with operations in more than 40 countries.
ING Investments Distributor, LLC (“IID”), an affiliate of ING Investments, serves as theVoya Investments’ principal underwriter and distributor to the Fund. IID is a Delaware limited liability company. For fiscal year ended October 31, 2012, IID received $1,318,202 in distribution fees from the Fund.
During fiscal year ended October 31, 2012, the Fund did not pay commissions to affiliated brokers. The principal office for ING Investments, IFS, and IID is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.
ING Groep has adopted a formal restructuring plan that was approved by the European Commission in November 2009 under which the ING life insurance businesses, including the retirement services and investment
management businesses, which include the Adviser, Sub-Adviser and certain affiliates, would be separated from ING Groep. ING Group has agreed that the divestment of at least 25% of these U.S. businesses has to be completed by year-end 2013, more than 50% has to be divested by year-end 2014, with the remaining interest divested by year-end 2016. To achieve this goal, in a series of announcements beginning in November 2010, ING Groep announced its plans to pursue transactions to restructure certain businesses, including an initial public offering for its U.S. based insurance, retirement services, and investment management operations and other transactions, which could include an initial public offering or other type of transaction, for its European based insurance and investment management operations and Asian based insurance and investment management operations. There can be no assurance that all or part of the restructuring plan will be carried out.
The restructuring plan and the uncertainty about its implementation, whether implemented through the planned public offerings or through other means, in whole or in part, may be disruptive to the businesses of ING entities, including the ING entities that service the Funds, and may cause, among other things, interruption or reduction of business and services, diversion of management’s attention from day-to-day operations, and loss of key employees or customers. A failure to complete the offerings or other means of implementation on favorable terms could have a material adverse impact on the operations of the businesses subject to the restructuring plan. The restructuring plan may result in the Adviser’s or Sub-Adviser’s loss of access to services and resources of ING Groep, which could adversely affect its businesses and profitability. In addition, the divestment of ING businesses, including the Adviser and Sub-Adviser, may potentially be deemed a “change of control” of the entity. A change of control would result in the termination of the Funds’ advisory and sub-advisory agreements, which would trigger the necessity for new agreements that would require approval of the Funds’ Board, and may trigger the need for shareholder approval. Currently, the Adviser does not anticipate that the restructuring will have a material adverse impact on the Funds or their operations and administration.
PROPOSAL ONE
What is Proposal One?
The Fund and ING Investments wish to retain the services of ING IM as the sub-adviser to International Value Equity Fund on a “permanent” basis. At a meeting held on September 6, 2012, the Board terminated International Value Equity Fund’s prior sub-advisory agreement with Tradewinds, effective as of the close of business on November 13, 2012. The Board also approved changes to the Fund’s principal investment strategies to align these strategies with those of ING IM. After a transition period during which International Value Equity Fund was managed by a transition manager, the Board appointed ING IM as the sub-adviser to International Value Equity Fund pursuant to the Interim Agreement between ING Investments and ING IM, effective as of the close of business on November 30, 2012. The Interim Agreement expires on April 12, 2013. On September 6, 2012, the Board also approved the Proposed Sub-Advisory Agreement subject to shareholder approval.
Who is the current and proposed Sub-Adviser?
ING IM serves as the Sub-Adviser to the Fund pursuant to the Interim Sub-Advisory Agreement. If shareholders approve Proposal One, ING IM will serve as the Sub-Adviser pursuant to the Proposed Sub-Advisory Agreement.
See Appendix C for a listing of the names, addresses, and the principal occupations of the directors and principal executive officers of ING IM.
Who was the Sub-Adviser?
Tradewinds served as Sub-Adviser from April 24, 2006 until the termination of its sub-advisory agreement effective November 13, 2012. Tradewinds was founded in 2006 and is structured as a Delaware limited liability company. Tradewinds is a subsidiary of Nuveen Investments, Inc. The principal address of Tradewinds is 2049 Century Park East, 20th Floor, Los Angeles, CA 90067.85258. As of December 31, 2011, TradewindsJune 30, 2014, Voya Investments managed approximately $34.3 billion which excludes approximately $1.6$54.7 billion in unified managed account assets.
Why was the former sub-advisory agreement terminated?
The Board approved termination of the sub-advisory agreement with Tradewinds based on a number of factors, including: (1) the recent departure of the CIO of Tradewinds and outflows from the Fund since his departure; and (2) the historical investment performance of the Fund under
the day-to-day management of Tradewinds. The Board also considered these factors, among others, when determining to terminate Tradewinds as the sub-adviser to International Value Choice Fund. In light of the Adviser’s proposal to reorganize International Value Choice Fund with and into International Value Equity Fund, the Advisor proposed, and the Board approved, the appointment of ING IM as the interim sub-adviser to International Value Equity Fund to allow ING IM to begin managing International Value Equity Fund in substantially the same manner as ING IM manages International Value Choice Fund prior to the Reorganization.
In addition to the Interim Sub-Advisory Agreement, ING Investments proposed, and the Board approved, changes in the name and principal investment strategies of the Fund. Those changes are described in more detail below.
How will Proposal One, if approved, affect the management of the Fund?
As discussed above, in October 2009, ING Groep submitted the day-to-day managementRestructuring Plan to the European Commission in order to receive approval for state aid granted to ING Groep by the Kingdom of the Fund is currently provided byNetherlands in November 2008 and March 2009. To receive approval for this state aid, ING IM pursuantGroep was required to divest its insurance and investment management businesses, including Voya Financial, Inc., before the end of 2013. In November 2012, the Restructuring Plan was amended to permit ING
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Groep additional time to complete the divestment. Pursuant to the Interim Sub-Advisory Agreement. Ifamended Restructuring Plan, ING Groep was required to divest at least 25% of Voya Financial, Inc. by the Proposed Sub-Advisory Agreementend of 2013 and more than 50% by the end of 2014, and is approved,required to divest its remaining interest by the end of 2016 (such divestment, as defined above, the “Voya Financial Separation Plan”).
In May 2013, Voya Financial, Inc. conducted an initial public offering of its common stock (the “IPO”). In October 2013, March 2014, and September 2014, ING IM would continueGroep divested additional shares in several secondary offerings of common stock of Voya Financial, Inc. and concurrent share repurchases by Voya Financial, Inc. These transactions reduced ING Groep’s ownership interest in Voya Financial, Inc. to serve as Sub-Adviser32%. Voya Financial, Inc. did not receive any proceeds from these offerings.
In November 2014, through an additional secondary offering and the concurrent repurchase of shares by Voya Financial, Inc., ING Groep further reduced its interest in Voya Financial, Inc. below 25% to approximately 19% (the “November 2014 Voya Offering”). The November 2014 Voya Offering was deemed by the Adviser to be a change of control (the “Voya Change of Control”), which resulted in the automatic termination of the existing investment advisory and sub-advisory agreements under which the Adviser and certain sub-advisers provide the day-to-day management pursuantservices to the Proposed Sub-Advisory Agreement. ING InvestmentsFunds. In anticipation of this termination, and in order to ensure that the existing investment advisory and sub-advisory services can continue uninterrupted, in 2013 the Board approved new advisory and sub-advisory agreements for the Funds, as applicable, in connection with the IPO. In addition, in 2013, shareholders of each Fund approved new investment advisory and affiliated sub-advisory agreements prompted by the IPO, as well as any future advisory and affiliated sub-advisory agreements prompted by the Voya Financial Separation Plan that are approved by the Board and that have terms not materially different from the current agreements. This meant that shareholders would continuenot have another opportunity to vote on a new agreement with the Adviser or a current affiliated sub-adviser even upon a change of control prompted by the Voya Financial Separation Plan, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of Voya Financial, Inc.
On November 18, 2014 in response to the Voya Change of Control, the Board, at an in-person meeting, approved new investment advisory and affiliated sub-advisory agreements. At that meeting, the Adviser represented that the agreements approved by the Board were not materially different from the agreements approved by shareholders in 2013 and no single person or group of persons acting together was expected to gain “control” (as defined in the 1940 Act) of Voya Financial, Inc. As a result, shareholders of the Funds will not be responsibleasked to vote again on these new agreements with the Adviser and affiliated sub-advisers in connection with a change of control of Voya Financial, Inc.
SeeAppendixC for monitoringthe amounts paid by each Fund to the Adviser for services provided under the investment programadvisory agreement over the most recently completed fiscal year.
Voya Investment Management Co. LLC
Voya Investment Management Co. LLC (“Voya IM”), a Delaware limited liability company, was founded in 1972, and performanceis registered with the SEC as an investment adviser. Voya IM has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. The principal offices for Voya IM are located at 230 Park Avenue, New York, New York 10169. As of ING IM.June 30, 2014, Voya IM managed approximately $85.1 billion in assets.
The following individuals are jointlyVoya IM serves as a sub-adviser to each Fund, although it is not currently responsible for the day-to-day management of any of the Fund:Funds.
Voya Funds Services, LLC
Voya Funds Services, LLC (the “Administrator”) serves as the administrator to each Fund. Subject to the supervision of the Board, the Administrator provides all administrative services reasonably necessary for the ordinary operation of the Funds other than the investment advisory services performed by the Adviser or the sub-advisers including, but not limited to, acting as a liaison among the various service providers to the Funds, including the custodian, transfer agent, and such other service providers as may be retained by the Funds. The Administrator provides the Funds, at the Administrator’s expense, with adequate personnel, office space, communications facilities, and other facilities necessary for operation of the Funds. SeeAppendix Cfor the amounts paid by each Fund to the Administrator for services provided under the administrative services agreement over the most recently completed fiscal year.
Voya Investments Distributor, LLC
Voya Investments Distributor, LLC (the “Distributor”) serves as the principal underwriter and distributor to each Fund. It is a Delaware limited liability company. The Distributor is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org or the Public Disclosure Hotline at (800) 289-9999. SeeAppendix C for the fees paid by each of the Funds to the Distributor for services provided under the distribution agreement over the most recently completed fiscal year and any commissions paid to affiliated broker-dealers over that same period.
Currently, Voya IM, the Administrator, and the Distributor are indirect, wholly-owned subsidiaries of Voya Financial, Inc. The principal offices for the Administrator and Distributor are located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.
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Proposal One – Approval of the Proposed IIMA Sub-Advisory Agreement
Voya Emerging Markets Equity Dividend Fund
Voya Global Equity Dividend Fund
Voya Russia Fund
Martin Jansen, Senior Portfolio Manager, has primary responsibility for international equities. Mr. Jansen was previously responsible for managing the transitionWhat is Proposal One?
Shareholders of the U.S. equity trading facilityFunds are asked to approve a new sub-advisory agreement between Voya Investments and U.S. equity assets from ING Investment Management The HagueIIMA (the “Proposed IIMA Sub-Advisory Agreement”) to ING IM. He joined ING in 1997 as senior manager to co-manage U.S. equity portfolios and was named headensure that existing sub-advisory services can continue uninterrupted through implementation of the U.S. equity teamNN Group Separation Plan. The Proposed IIMA Sub-Advisory Agreement would be effective upon shareholder approval.
As discussed in 1999. Prior to joining ING, Mr. Jansen was responsible for the U.S. equity and venture capital portfolios at a large Dutch pension fund.
David Rabinowitz joined ING IM in January 2008 as the director of equity research and senior sector analyst covering the consumer staples sector. He was employed by JPMorgan from May 2002 to November 2007 where he held several equity leadership positions. Most recently, he served as director of emerging markets equity research, and before that, was the director of global sector research. Previously, he was a global consumer strategist at UBS Warburg and prior to that, he was a U.S. equity analyst for Smith Barney and Sanford C. Bernstein & Company.
Joseph Vultaggio, Assistant Portfolio Manager and Senior International Research Analyst, joined ING IM in 1994. Mr. Vultaggio is responsible for the European markets.
Were there changes in namesection entitled “Impact of the Fund, its investment objective,NN Group Separation Plan,” the NN Group Separation Plan is likely to result in one or more Change of Control Events, each of which would result in the automatic termination of the sub-advisory agreement between IIMA and principal investment strategies?
The Fund’s name was changed from ING Global Value Choice FundVoya Investments with respect to ING International Value Equity Fund and changes were madeeach Fund. Therefore, in addition to the Fund’s principal investment strategies, but not its investment objective,Proposed IIMA Sub-Advisory Agreement, as part of this Proposal One, shareholders are also voting to approve any future sub-advisory agreement if, as a result of future Change of Control Events that occur in connection with the terminationNN Group Separation Plan, the then-effective sub-advisory agreement terminates. Shareholder approval will be deemed to apply to future sub-advisory agreements only if: (1) no single person or group acting together gains “control” (as defined in the 1940 Act) of TradewindsNN Group; (2) the Board approves the future sub-advisory agreements; and (3) the appointmentfuture sub-advisory agreements are not materially different from the agreements that are described in this Proxy Statement. These future agreements would be deemed effective upon the closing of ING IMa transaction that constitutes a Change of Control Event.
Who is the Funds’ sub-adviser?
IIMA serves as a sub-adviser to the Funds pursuant to the Interima sub-advisory agreement between IIMA and Voya Investments (the “Current IIMA Sub-Advisory Agreement. The Board approved these changes effective November 13, 2012. The Fund’s investment objective of seeking “long-term capital appreciation” remains unchanged.
These changes are detailed inAgreement”). If shareholders approve Proposal One, IIMA would continue to serve as a supplementsub-adviser to the Fund’s current prospectus dated September 21, 2012, which was mailed to shareholders. No additional changes to the Fund, its investment objectives, or principal investment strategies are anticipated in connection with Proposal One.
Current Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities. The FundFunds. For more information on IIMA and how it will provide shareholders with 60 days’ prior notice of any change in this investment policy. The Fund invests at least 65% of its net assets in equity securities of companies located in a number of different countries outside of the United States. The Fund invests primarily in companies with a large market capitalization, but may also invest in small- and mid-sized companies. The Fund generally invests in common and preferred stocks, warrants, and convertible securities. The Fund may invest in companies located in countries with emerging securities markets when the sub-adviser (“Sub-Adviser”) believes they present attractive investment opportunities. The Fund may invest in government debt securities of developed foreign countries. The Fund may also invest up to 35% of its assets in securities of U.S. issuers, including investment-grade government and corporate debt securities.
The Fund may invest in derivative instruments including futures, options, and swaps. The Fund typically uses derivatives to hedge against currency risk and for purposes of maintaining equity market exposure on its cash balance.
The Fund may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment
Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder (“1940 Act”).
The Sub-Adviser primarily uses a bottom-up fundamental analysis to identify stocks which it believes offer good value relative to their peers in the same industry, sector, or region. It also uses a top-down analysis to identify important themes or issues which may affect the investment environment in certain regions or sectors and to estimate regional market risks. In conducting its fundamental analysis, the Sub-Adviser focuses on various factors including valuation of the companies, catalysts to stock price appreciation, quality of management, and financial measures, especially cash flow and cash flow return on capital.
The Sub-Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.
The Fund may lend portfolio securities on a short-term or long-term basis, up to 30% of its total assets.
Current Principal Risks
The following outlines the principal risks of investing in the Fund under the current investment strategies. You could lose money on an investment in the Fund. Any of the following risks, among others, could affect Fund performance or cause the Fund to lose money or to underperform market averages of other funds.
Company. The price of a given company’s stock could decline or underperform for many reasons including, among others, poor management, financial problems, or business challenges. If a company declares bankruptcy or becomes insolvent, its stock could become worthless.
Convertible Securities. Convertible securities are securities that are convertible into or exercisable for common stocks at a stated price or rate. Convertible securities are subject to the usual risks associated with debt securities, such as interest rate and credit risk. In addition, because convertible securities react to changes in the value of the stocks into which they convert, they are subject to market risk.
Credit. Prices of bonds and other debt securities can fall if the issuer’s actual or perceived financial health deteriorates, whether because of broad economic or issuer-specific reasons. In certain cases, the issuer could be late in paying interest or principal, or could fail to pay altogether.
Currency. To the extent that the Fund invests directly in foreign currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.
Derivative Instruments. Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in interest rates and liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns.
Foreign Investments/Developing and Emerging Markets. Investing in foreign (non-U.S.) securities may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies due to: smaller markets; differing reporting, accounting, and auditing standards; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations, currency blockage, or replacement; potential for default on sovereign debt; or political changes or diplomatic developments. Foreign investment risks may be greater in developing and emerging markets than in developed markets.
Interest Rate. With bonds and other fixed rate debt securities, a rise in interest rates generally causes values to fall; conversely, values generally rise as interest rates fall. The higher the credit quality of the security, and the longer its maturity or duration, the more sensitive it is likely to be to interest rate risk.
Liquidity. If a security is illiquid, the Fund might be unable to sell the security at a time when the Fund’s manager might wish to sell, and the security could have the effect of decreasing the overall level of the Fund’s liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, which could vary from the amount the Fund could realize upon disposition. The Fund may make investments that become less liquid in response to market developments or adverse investor perception. The Fund could lose money if it cannot sell a security at the time and price that would be most beneficial to the Fund.
Market. Stock prices may be volatile and are affected by the real or perceived impacts of such factors as economic conditions and political events. The stock market tends to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes during some periods.
Market Capitalization. Stocks fall into three broad market capitalization categories - large, mid, and small. Investing primarily in one category carriesNN Group Separation Plan, please see the risk that, due to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear to be greatly out of proportion to the valuations of mid- or small-capitalization companies, investors may migrate to the stocks of mid- and small-sized companies causing the Fund that invests in these companies to increase in value more rapidly than a fund that invests in larger, fully-valued companies. Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, and a more limited trading market for their stocks as compared with larger companies. As a result, stocks of mid- and small-capitalization companies may decline significantly in market downturns.
Other Investment Companies. The main risk of investing in other investment companies, including exchange-traded funds, is the risk that the valuesection entitled “Impact of the securities underlying an investment company might decrease. Because the Fund may invest in other investment companies, you will pay a proportionate share of the expenses of those other investment companies (including management fees, administration fees, and custodial fees) in addition to the expenses of the Fund.NN Group Separation Plan.”
Securities Lending. Securities lending involves two primary risks: “investment risk” and “borrower default risk.” Investment risk is the risk that the Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that the Fund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.
Sovereign Debt. These securities are issued or guaranteed by foreign government entities. Investments in sovereign debt are subject to the risk that a government entity may delay payment, restructure its debt, or refuse to pay interest or repay principal on its sovereign debt. Some of these reasons may include cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of its debt position to its economy or its failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay or bankruptcy proceeding by which all or part of sovereign debt that a government entity has not repaid may be collected.
U.S. Government Securities and Obligations. U.S. government securities are obligations of, or guaranteed by, the U.S. government, its agencies or government-sponsored enterprises. U.S. government
securities are subject to market and interest rate risk, and may be subject to varying degrees of credit risk.
Value Investing. Securities that appear to be undervalued may never appreciate to the extent expected. Further, because the prices of value-oriented securities tend to correlate more closely with economic cycles than growth-oriented securities, they generally are more sensitive to changing economic conditions, such as changes in interest rates, corporate earnings and industrial production.
An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
What are the terms of the Proposed IIMA Sub-Advisory Agreement?
The description of the Proposed IIMA Sub-Advisory Agreement that follows is qualified in its entirety by reference to the copy of the form of the Proposed IIMA Sub-Advisory Agreement included inAppendix AD.
The Proposed IIMA Sub-Advisory Agreement is substantially identical to the Current IIMA Sub-Advisory Agreement, except that the Proposed IIMA Sub-Advisory Agreement will provide for a different effective date.
Fees. Sub-Advisory feesNo changes to the fee schedules for the Funds are paid by INGproposed in connection with Proposal One. Voya Investments, and not the Fund. The sub-advisory feeFunds, is responsible for paying any fees due to ING IM under the InterimCurrent and Proposed IIMA Sub-Advisory Agreements is notAgreements.Appendix E includes the same asfee schedules for the sub-advisory fee due to Tradewinds. The former and current sub-advisory fees are as follows:
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Appendix BF provides information on the compensation paid to ING IM byIIMA with respect to advisory services provided to investment companies with similar investment objectives.
Services. TheNo changes to the services provided by IIMA as specified under the Current and Proposed IIMA Sub-Advisory Agreement appoints ING IMAgreements are proposed in connection with Proposal One.
Both the Current and Proposed IIMA Sub-Advisory Agreements appoint IIMA to act as the Fund’s sub-adviser and furnish themanager to each Fund with investment advisoryand provide its services in connectionaccordance with each Fund’s investment objective(s), policies, and restrictions as stated in its Registration Statement. Specifically, both the Current and Proposed IIMA Sub-Advisory Agreements provide that, subject to the supervision of the Board and Voya Investments, IIMA will provide a continuous investment program for each Fund and manage the Fund’s investments in accordance with its investment objective, investment policies, and restrictions, as set forth in the Fund’s prospectus and statement of additional information. Subject to the supervision and control of ING Investments, which in turn is subject to the supervision and control of the Board, ING IM,determine in its discretion would determine and selectthe composition of the assets of each Fund, including the determination of the purchase, retention, or sale of the securities, tocash, and other investments contained in the Fund. IIMA will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Fund’s assets by determining the securities and other investments that shall be purchased, for andentered into, sold, fromclosed, or exchanged for the Fund, when these transactions should be executed, and place orders withwhat portion of the assets of the Fund should be held in the various securities and give instructionsother investments in which it may invest. To the extent permitted by the investment policies of each Fund, IIMA shall make decisions for the Fund as to brokers, dealers,foreign currency matters and othersas to cause such transactions to be executed.
foreign currency exchange contracts.
Limitation of Liability. InNo changes to the absencelimitation of liabilities as specified under the Current and Proposed IIMA Sub-Advisory Agreements are proposed in connection with Proposal One.
Both the Current and Proposed IIMA Sub-Advisory Agreements provide that, other than in the cases where such damage arises out of willful misfeasance, bad faith, or gross negligence in the performance of its duties on the part of IIMA, or by reason of its reckless disregard of its obligations and duties, under the Proposed Sub-Advisory Agreement, ING IM wouldIIMA is not be liable to the Fund, its shareholders, ING Mutual Funds of which the Fund is a series,responsible for any damages, expenses, or to ING Investments forlosses in connection with any act or omission resulting inconnected with or arising out of any loss suffered by ING Mutual Funds, the Fund, or the Fund’s shareholders in connection with any service provided under the Proposed Sub-Advisory Agreement.
Under the prior sub-advisory agreement, Tradewinds was not liable for incorrect or incomplete portfolio securities valuation determinations made by the Fund, the Fund’s custodian and/or its portfolio accounting agent, except where the valuation was based on information provided by Tradewinds that was materially incorrect or incomplete as a result of Tradewinds’ gross negligence. In addition, Tradewinds was permitted to employ or associate with other persons to assist in carrying out Tradewinds’ obligations under the agreement, provided that such person(s) did not act as an “investment adviser” (as defined in the 1940 Act) unless, among other things, the contract with such persons had been approved as required by the 1940 Act.
With respect to indemnification provisions, under the prior sub-advisory agreement with Tradewinds, indemnification was prohibited where an indemnified party’s liability arose from, among other things, such party’s negligence in the performance of that party’s duties. Under the Proposed Sub-Advisory Agreement, by contrast, indemnification is prohibited if the indemnified party was grossly negligent in the performance of that party’s duties. The Adviser’s or Sub-Adviser’s negligence, willful misfeasance, bad faith or reckless disregard in the performance of its duties to the Fund, or by reason of the Adviser’s or Sub-Adviser’s breach of its obligations and duties under the agreement, could be a basis for indemnification under the prior sub-advisory agreement with Tradewinds (provided such indemnification is not prohibited under the applicable provision described above). Under the Proposed Subadvisory Agreement, by contrast, the Adviser or Sub-Adviser need only have exercised bad faith or willful misfeasance in the performance of its duties or have recklessly disregarded its obligations and duties under the Agreement to provide a basis for indemnification (provided such indemnification is not prohibited under the applicable provisions described above).
services rendered.
Term and ContinuanceContinuance.. If Proposal One is approved by shareholders, the Proposed Sub-Advisory Agreement is expected to become effective on or around March 12, 2013 and will remain in full force and effect, unless otherwise terminated, forAfter an initial two-year term. Thereafter, unless earlier terminated,term, the Proposed IIMA Sub-Advisory Agreement shallwould continue in full force and effect for periods of onewith respect to a Fund from year provided thatto year so long as such continuance is
specifically approved at least annually by: (1) the vote of a majority of the Board; or (2) the vote of a majority“majority” (as defined in the 1940 Act) of the applicable Fund’s outstanding
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voting shares of the Fund, andshares; provided that, suchin either event, the continuance is also approved by the vote ofat least a majority of those Trustees who are neither parties to the Independent Directors,Proposed IIMA Sub-Advisory Agreement nor “interested persons” (as defined in the 1940 Act) of any of the Funds or Voya Investments, nor have any interest in the Proposed IIMA Sub-Advisory Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
The Current IIMA Sub-Advisory Agreement provides for the same terms with respect to term and continuation as the Proposed IIMA Sub-Advisory Agreement. Notwithstanding the initial two-year term, the Board has indicated its current intent is to conduct annual contract reviews in 2015 and 2016 consistent with its current review and approval process.
TerminationTermination..No changes to the termination provisions under the Current or Proposed IIMA Sub-Advisory Agreements are proposed in connection with Proposal One. The Proposed IIMA Sub-Advisory Agreement may be terminated with respect to a Fund: (1) by INGVoya Investments at any time, upon sixty (60)60 days’ written notice to ING IMIIMA and International Value Equitythe Fund; by International Value Equity Fundor (2) at any time without payment of any penalty uponby the vote of a majority of International Value Equity Fund’s Board;Fund, by the Board, or a majority of the outstanding voting securities of International Value Equitythe Fund, upon sixty (60)60 days’ written notice to INGVoya Investments and ING IM.
What wasIIMA; or (3) by IIMA upon three months’ written notice unless the processFund or Voya Investments requests additional time to find a replacement for selecting ING IMIIMA, in which case IIMA shall allow the additional time requested, not to exceed three additional months beyond the initial three-month notice period; provided, however, that IIMA may terminate the Proposed IIMA Sub-Advisory Agreement at any time without penalty, effective upon written notice to Voya Investments and the Fund, in the event either IIMA (acting in good faith) or Voya Investments ceases to be registered as an investment adviser under the Sub-Adviser?
INGInvestment Advisers Act of 1940 or otherwise becomes legally incapable of providing investment management services, or in the event Voya Investments did not performbecomes bankrupt or otherwise incapable of carrying out its obligations under its Advisory Agreement with the Fund, or ceases to be a search that included unaffiliated sub-advisers in connection with recommending the appointmentwholly owned subsidiary of ING IM as interim and “permanent” sub-adviser toGroep, or in the event that IIMA does not receive compensation for its services from Voya Investments or the Fund once ING Investments determined that ING IM was highly qualified to serve as required by the sub-adviser. In anticipationterms of the reorganization of International Value Choice Fund into International Value Equity Fund, ING Investments recommended and the Board approved the termination of theProposed IIMA Sub-Advisory Agreement.
The Current IIMA Sub-Advisory Agreement between Tradewinds and ING Investments andwas last approved the Interim Agreement between ING Investments and ING IM.by shareholders of each Fund on October 1, 2013.
What is the recommendation of the Board?
Based upon its review, the Board has determined that Proposal One is in the best interests of the Fund and its shareholders. Accordingly, after consideration of such factors and information it considered relevant, the Board, including alla majority of the Independent Trustees present at its September 6, 2012May 22, 2014 meeting, unanimously approved the ProposalProposed IIMA Sub-Advisory Agreement and voted to recommend to shareholders that they approve the Proposal.Proposal One. The Board is therefore recommending that each Fund’s shareholders vote“FORFOR”” Proposal One to appoint ING IMIIMA as Sub-Advisersub-adviser to such Fund and implement the Proposed IIMA Sub-Advisory Agreement, as discussed in this Proxy Statement.
What factors were considered by the Board?
At a meeting of the Board held on September 6, 2012, the Board, including a majority of the Independent Trustees, determined to: (1) terminate Tradewinds as sub-adviser to the Fund effective November 13, 2012; (2) appoint ING IM as sub-adviser to International Value Equity Fund effective as of the close of business on November 30, 2012; (3) approve an interim sub-advisory agreement with ING IM that became effective on
November 30, 2012 (the “Interim Agreement”), under which ING IM serves as the sub-adviser to the Fund and provides day-to-day management services to the Fund for a period of up to 150 days; and (4) approve a new sub-advisory contract (“Sub-Advisory Contract”) with ING IM under which it would continue to serve as Sub-Adviser to the Fund upon expiration of the 150 day period of the Interim Agreement. The Sub-Advisory Contract is subject to shareholder approval and is expected to become effective in March 2013. The Interim Agreement was put into place to bridge the period between the termination of Tradewinds and the date of a Special Meeting of Shareholders that was called for the purpose of determining whether to approve the Sub-Advisory Contract.
In determining whether to approve the Proposed Sub-Advisory Agreement with ING IM, the Board received and evaluated such For more information as it deemed necessary for an informed determination of whether the Sub-Advisory Agreements with ING IM should be approved for the Fund. The materials provided to the Board to inform its consideration of whether to approve the Proposed Sub-Advisory Agreement with ING IM included the following: (1) ING IM’s presentation before the Joint Meeting of the Domestic Equity Funds Investment Review Committee and the International/Balanced/Fixed Income Funds Investment Review Committee at their September 5, 2012 meeting; (2) memoranda and related materials provided to the Board in advance of its September 6, 2012 meeting discussing: (a) Management’s rationale for proposing the Reorganization and appointing ING IM as the sub-adviser to the Fund including the turnover in the portfolio management team, changes in leadership at Tradewinds, and the Fund’s performance relative to its benchmark and Selected Peer Group, and (b) ING IM’s considerable firm-wide resources, investment philosophy, and overall investment process; (3) Fund Analysis and Comparison Tables for the Fund that provide information about the performance and projected net expense ratio of the Fund as compared with a representative group of mutual funds with similar investment programs to the investment program of the Fund as modified in connection with the appointment of ING IM; (4) ING IM’s responses to inquiries from K&L Gates LLP, counsel to the Independent Trustees; (5) supporting documentation, including copies of the form of the Sub-Advisory Agreements; and (6) other information relevant to the Board’s evaluation.
In reaching its decision to engage ING IM, the Board, including a majority of the Non-Interested Trustees, considered a number of factors, including, but not limited to, the following: (1) the view of ING Investments with respect to the reputation of ING IM as a manager to other portfolios in the ING Funds complex; (2) the strength and reputation of ING IM in the industry; (3) the nature, extent, and quality of the services to be provided by ING IM under the Proposed Sub-Advisory Agreement; (4) the personnel,
operations, financial condition, and investment management capabilities, methodologies and resources of ING IM and their fit among the stable of managers in the ING Funds line-up; (5) the compensation under the Proposed Sub-Advisory Agreement in light of the services to be provided by ING IM and the profitability of ING IM under the Proposed Sub-Advisory Agreement, and also the projected impact on the profitability of ING Investments as a result of the Proposed Sub-Advisory Agreement; (6) the costs for the services to be provided by ING IM, including that the management fee rate would not change upon the appointment of ING IM; (7) the sub-advisory fee rate payable by ING Investments to ING IM; (8) the costs associated with the change in sub-adviser for the Fund, including the cost of proxy solicitation and the cost associated with transitioning the Fund’s portfolio; (9) ING IM’s operations and compliance programs, including the policies and procedures intended to assure compliance with the Federal securities laws; (10) the appropriateness of the selection of ING IM in light of the Fund’s investment objective and investor base; and (11) ING IM’s Code of Ethics, which had previously been approved by the Board and related procedures for complying with that Code.
After its deliberation, the Board reached the following conclusions: (1) ING IM should be appointed to serve as sub-adviser to the Fund under the Proposed Sub-Advisory Agreement with ING Investments; (2) the sub-advisory fee rate payable by ING Investments to ING IM is reasonable in the context of all factors considered by the Board; and (3) ING IM maintains appropriate compliance programs, with this conclusion based upon, among other things, a representation fromBoard, please see the Fund’s CCO that ING IM’s compliance policies and procedures are reasonably designed to assure compliance withsection entitled “NN Group Separation Plan — Factors Considered by the Federal securities laws. Based on these conclusions and other factors, the Board voted to approve the Sub-Advisory Agreements for the Fund. During their deliberations, different Board members may have given different weight to different individual factors and related conclusions.Board.”
Approval of the Proposed IIMA Sub-Advisory Agreement by shareholders of thea Fund requires the affirmative vote of a “majority of the outstanding voting securities,” which is defined by the 1940 Act to mean the affirmative vote of the lesser of: (1) 67% or more of the voting securities of such Fund present at the Special Meeting if more than 50% of the outstanding shares are present or represented by proxy; or (2) more than 50% of the outstanding voting securities.securities of such Fund. Shareholders of theeach Fund will vote separately on Proposal One and all shareholders of all classes of shares of a Fund will vote together as a single class on Proposal One.
What happens if shareholders do not approve Proposal One?
If the shareholders of a Fund do not approve Proposal One and no Change of Control Event occurs, IIMA would continue to serve as sub-adviser under the Current IIMA Sub-Advisory Agreement. If the shareholders of a Fund do not approve Proposal One and a Change of Control Event occurs in connection with the NN Group Separation Plan, the Current IIMA Sub-Advisory Agreement would terminate with respect to that Fund. In that event IIMA would not be able to serve that Fund as a sub-adviser under the Proposed IIMA Sub-Advisory Agreement and the Board would need to consider appropriate action, which could include, among other things, allocating assets sub-advised by IIMA to Voya IM, appointment of a different sub-adviser, entering into an interim sub-advisory agreement with a duration of no more than 150 days, or direct management by Voya Investments.
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NN Group Separation Plan – Factors Considered by the Board
As described above, the NN Group Separation Plan contemplates one or more transactions, commencing with the IPO, that are expected to result ultimately in a direct or indirect “Change of Control Event” for IIMA, which in turn would result in the automatic termination of the current sub-advisory agreement in place between IIMA and Voya Investments, on behalf of the Funds (the “Current Agreement”). The decision by the Board, including a majority of the Independent Trustees, to approve a proposed sub-advisory agreement for the Funds (the “Proposed Agreement”) was based on a determination by the Board that it would be in the best interests of the shareholders of the Funds that IIMA continue providing sub-advisory services for the Funds, without interruption, as consummation of the NN Group Separation Plan proceeds.
The Board was aware that the IPO may not result immediately in a Change of Control Event, but also recognized that the NN Group Separation Plan contemplates a series of transactions that are expected to result in one or more Change of Control Events in the future. The Board considered that additional sub-advisory agreements (“Subsequent Agreements”) may be needed upon the occurrence of certain Change of Control Events during the NN Group Separation Plan that could cause the Proposed Agreement to terminate in the future. The Board concluded that approval by shareholders at this time of both the Proposed Agreement and any Subsequent Agreements will permit the Funds to benefit from the continuation of services by IIMA throughout the NN Group Separation Plan without the need for multiple shareholder meetings.
Prior to its approval of the Proposed Agreement and its approval to solicit shareholder approval of the Proposed Agreement, the Board reviewed, among other matters, the quality, extent, and nature of the services currently being provided by IIMA under the Current Agreement and to be provided under the Proposed Agreement.
In determining whether to approve the Proposed Agreement with IIMA with respect to the Funds, the Board received and evaluated such information as it deemed necessary for an informed determination of whether the Proposed Agreement should be approved for the Funds. The materials provided to the Board to inform its consideration of whether to approve the Proposed Agreement included the following: (1) IIMA’s presentation before the Board on May 22, 2014; (2) memoranda and related materials provided to the Board in advance of its May 22, 2014 meeting discussing: (a) the anticipated change of control of IIMA, (b) the anticipated impact on the services provided to the Funds and on IIMA’s business in general, (c) the anticipated changes to personnel currently responsible for servicing the Funds, (d) the anticipated impact on the compliance operations of IIMA, (e) the anticipated changes to the resources available in servicing the Funds, (f) the continuation of sufficient working capital to maintain high-quality advisory services to the Funds, (g) the anticipated impact on IIMA’s trading and recordkeeping operations, (h) IIMA’s plan for disconnecting internal controls, IT functions and systems, business continuity arrangements and other operations and resources from ING Groep, and (i) that there are no material changes or developments since the Board’s last annual review of the Current Agreement; (3) IIMA’s response to inquiries from K&L Gates LLP, counsel to the Independent Trustees; (4) supporting documentation, including copies of the form of the Proposed Agreement; and (5) other information relevant to the Board’s evaluation.
Based on the foregoing and other relevant considerations, at a meeting of the Board on May 22, 2014, the Board, including a majority of the Independent Trustees, voted to approve the Proposed Agreement and to recommend approval of the Proposed Agreement by shareholders of the Funds. In this connection, the Board concluded that, in light of all factors considered, the terms of the Proposed Agreement, including the fee rates, were fair and reasonable, and that it would be in the best interests of shareholders of the Funds to approve the Proposed Agreement, so as to enable there to be a continuation without interruption of the current services being provided by IIMA pursuant to the Current Agreement. In this connection, the Board noted that no one factor was determinative of its decisions which, instead, were premised upon the totality of factors considered. In this connection, the Board also noted that, during their deliberations, different Board members may have given different weight to different individual factors in reaching their individual conclusions to vote in favor of the Proposed Agreement and to recommend approval of the Proposed Agreement to shareholders.
Subsequent to the Board’s May 22, 2014 approval of the Proposed Agreement, at a meeting held on September 12, 2014, the Board, including a majority of the Independent Trustees, considered whether to renew and approve the amended and restated Current Agreement. The Board also held separate meetings on August 14 and September 10, 2014 to consider the renewal of the Current Agreement. At its September 12, 2014 meeting, the Board concluded, in light of all factors it considered, that the renewal and approval of the Current Agreement was in the best interests of the Funds and its shareholders and that the fee rate set forth in the Current Agreement was fair and reasonable. Among other factors, the Board considered: (1) the nature, extent and quality of services provided and to be provided under the Current Agreement; (2) the extent to which economies of scale are reflected in fee rate schedule under the Current Agreement; (3) the existence of any “fall-out” benefits to IIMA and its affiliates; (4) a comparison of fee rates, expense ratios, and investment performance to those of similar funds; and (5) the costs incurred and profits realized by IIMA and its affiliates with respect to their services to the Funds.
As discussed above in the section entitled “Voya Investments” on page 4, in connection with the November 2014 Voya Offering, the Current Agreements automatically terminated. At the Board’s November 18, 2014 meeting the Board, including a majority of the Independent Trustees approved new Current Agreements for the Funds.
In connection with the Board’s November 20, 2014 meeting, IIMA provided the Board with a written response to a request made on behalf of the Independent Trustees that represented that there had been no material developments relating to IIMA
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or the information that the Board had considered in approving the Proposed Agreement at its May 22, 2014 meeting, other than those changes and developments disclosed to the Board subsequent to the May 22, 2014 meeting.
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Proposal Two – Approval of the Reclassification of Russia Fund’s Investment Objective from Fundamental to Non-Fundamental
The 1940 Act requires a fund to disclose its investment objective in its registration statement. The investment objective is the overall goal of a fund, and may explain the fund’s overall principal investment strategies, including particular types of securities in which the fund principally invests or will invest. The 1940 Act does not require shareholder approval to change a fund’s investment objective, unless the fund has designated the investment objective as “fundamental” or the objective reflects an investment policy that may be changed only with shareholder approval. The Russia Fund has such a fundamental policy.
On September 12, 2014, the Board approved the reclassification of the investment objective of the Russia Fund from “fundamental” to “non-fundamental.” If Proposal Two is approved by shareholders, the investment objective of the Russia Fund will become non-fundamental. This means the Board may change the Fund’s investment objective without shareholder approval, provided that the Fund provides shareholders with 60 days’ notice of the change.
Contingent upon shareholder approval of Proposal Two, the Board also approved a change in the investment objective from “The Fund’s investment objective is to seek long-term capital appreciation through investment primarily in equity securities of Russian companies” to “The Fund’s investment objective is to seek long-term capital appreciation.” This change would be effective immediately upon shareholder approval of Proposal Two.
Why is the reclassification of the investment objective proposed?
Given the current political and economic situation in Russia, the Adviser believes it is prudent at this time to remove the reference to the equity securities of Russian companies that currently appears in the Russia Fund’s investment objective. However, the Russia Fund’s fundamental investment objective restricts the Board’s ability to modify the investment objective without the cost and delay of calling a meeting of shareholders. The Proposed change would give the Board greater flexibility to make changes to the Russia Fund’s investment objective, as it deems appropriate, to address changing circumstances.
As of the date of this Proxy Statement, neither the Adviser nor IIMA intends to alter materially the way in which it manages the Russia Fund’s investments in connection with this Proposal. Under normal market conditions, the Russia Fund will continue to invest at least 80% of its net assets (plus borrowings for investment purposes) in equity securities (including common stocks, preferred stocks, and convertible securities) of Russian companies. The Russia Fund will provide shareholders with 60 days’ notice prior to any change in this investment strategy.
What is the recommendation of the Board?
Based upon its review, the Board has approved Proposal Two. In approving the proposal, the Board took into account materials presented to the Board in advance of its September 12, 2014 meeting, including a memorandum from the Adviser discussing the Adviser’s rationale for proposing the change. Accordingly, after consideration of such factors and information it considered relevant, the Board, including all of the Independent Trustees present at the September 2014 meeting, unanimously approved Proposal Two. The Board is therefore recommending that shareholders vote “FOR” Proposal Two.
Approval of Proposal Two by shareholders of the Russia Fund requires the affirmative vote of a “majority of the outstanding voting securities,” which is defined by the 1940 Act to mean the affirmative vote of the lesser of: (1) 67% or more of the voting securities of the Russia Fund present at the Special Meeting, if more than 50% of the outstanding shares are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Russia Fund. Only shareholders of the Russia Fund will vote on Proposal Two and all shareholders of the Russia Fund will vote together as a single class on the Proposal.
What happens if shareholders do not approve the Proposal?
Proposal Two?
If the Russia Fund’s shareholders of the Fund do not approve Proposal Two, the Proposed Sub-Advisory Agreement with ING IM, the Fund willFund’s investment objective would continue to be managed by IIMA under the Interim Sub-Advisory Agreement until no later than April 12, 2013. In this event,fundamental, and the Board will consider other appropriatewould determine what action, which may include, among other things, appointment of a different Sub-Adviser, or direct management by ING Investments.if any, should be taken.
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General Information about the Proxy Statement
GENERAL INFORMATION ABOUT THE PROXY STATEMENT
The Board is soliciting your vote for a special meeting of the Fund’sFunds’ shareholders.
How is my proxy being solicited?
The Fund hasFunds have retained Computershare Fund ServicesD.F. King & Co., Inc. (the “Solicitor”) to assist in the solicitation of proxies, at an estimated cost of $ 37,700$121,200, which will be paid by the Adviser (or an affiliate).IIMA. As the date of the Special Meeting approaches, certain shareholders may receive a telephone call from a representative of the Solicitor if their votes have not yet been received. Authorization to permit the Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of thea Fund. Proxies that are obtained telephonically will be recorded in accordance with certain procedures, as explained further below. The Board believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined and recorded.
In situations where a telephonic proxy is solicited, the Solicitor’s representative is required to ask for each shareholder’s full name, address, social security or employer identification number, title (if the shareholder is authorized to act on behalf of an entity, such as a corporation), the number of shares owned, and to confirm that the shareholder has received the proxy materials in the mail. The Solicitor’s representative will explain the process, read the Proposals on the Proxy Ballot, and ask for the shareholder’s instructions on each applicable Proposal. Although the Solicitor’s representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than reading any recommendation set forth in the Proxy Statement. The Solicitor’s representative will record the shareholder’s instructions on the Proxy Ballot. Within approximately 72 hours of soliciting telephonic voting instructions, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.
Should you require additional information regarding the Special Meeting, you may contact the Solicitor toll-free at 1-866-704-4437.(800) 820-2416. In addition to solicitation by mail, certain officers and representatives of the Funds, officers and employees of the Adviser or its affiliates, and certain financial services firms and their representatives, who will receive no extra
compensation for their services, may solicit votes by telephone, telegram, facsimile, or other communication.
What happens to my proxy once I submit it?
The Board has named Huey P. Falgout, Jr., Secretary, Theresa K. Kelety, Assistant Secretary, and Todd Modic, Assistant Secretary, or one or more substitutes designated by them, as proxies who are authorized to vote Fund shares as directed by shareholders. Please complete and execute your Proxy Ballot. If you follow the voting instructions, your proxies will vote your shares as you have directed. If you submitted your Proxy Ballot but did not vote on the Proposal, your proxies will vote on the Proposal as recommended by the Board, except as described under “What are the voting rights and the quorum requirements?”
Can I revoke my proxy after I submit it?
A shareholder may revoke the accompanying proxy at any time prior to its use by filing with the ING Mutual Funds a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Special Meeting in person may vote by ballot at the Special Meeting, thereby canceling any proxy previously given. The persons named in
If you follow the accompanying proxyvoting instructions, your proxies will vote your shares as directedyou have directed. If you submitted your Proxy Ballot but did not vote on a proposal, your proxies will vote on the proposal as recommended by the shareholder under the proxy. In the absence of voting directions underBoard. If any proxy thatother matter is signed and returned, they intend to vote “FOR” the Proposal and mayproperly presented, your proxies will vote in their discretion in accordance with respecttheir best judgment, including on any proposal to other matters not now known toadjourn the meeting. At the time this Proxy Statement was printed, the Board knew of no matter that mayneeded to be presentedacted upon at the Special Meeting.Meeting other than the proposals discussed in this Proxy Statement.
What are the voting rightsQuorum and quorum requirements
Tabulation
Each shareholder of thea Fund is entitled to one vote for each share held as to any matter on which such shareholder is entitled to vote and for each fractional share that is owned, the shareholder shall be entitled to a proportionate fractional vote. The presence of one-third of the outstanding shares of a Fund entitled to vote on the Record Date, in person or represented by proxy, constitutes a quorum. Shares have no preemptive or subscription rights.quorum of such Fund’s shareholders.
Adjournments
Only shareholders of the Fund at the close of business on December 14, 2012 (the “Record Date”) will be entitled to beIf a quorum is not present and give voting instructions for Fund at the Special Meeting, with respect to their shares owned as of that Record Date. To be counted, the properly executed Voting Instruction Form must be received no later than 5:00 p.m. on March 11, 2013. Appendix D sets forth the number of shares of each class of the Fund issued and outstanding as of the Record Date.
Ifif there are insufficient votes to approve any Proposal, the persons named asproposal, or for any other reason deemed appropriate by your proxies, your proxies may propose one or more adjournments of the Special Meeting to permit additional time for the solicitation of proxies, in accordance with the organizational documents of the relevant Fund and applicable law. Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournments in their discretion.
Broker Non-Votes and Abstentions
If a shareholder abstains from voting as to any matter, or if a broker returns a “non-vote” proxy, indicating a lack of authority to vote on a matter, then the shares represented by such abstention or non-vote will be treated as shares that are
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present at the Special Meeting for purposes of determining the existence of a quorum. However, abstentions and broker non-votes will be disregarded in determining the “votes cast” on an issue. For this reason, with respect to matters requiringa proposal.
How many shares are outstanding?
Appendix G sets forth the affirmative votenumber of a majorityshares of beneficial interest of each Fund issued and outstanding as of the total shares outstanding, an abstentionRecord Date.
Shares have no preemptive or broker non-vote will have the effect of a vote against such matters.
subscription rights. To the knowledge of the Adviser, as of December 14, 2012,the Record Date, no current Trustee owns 1% or more of the outstanding shares of any of the Fund,Funds, and the officers and Trustees own, as a group, less than 1% of the shares of any of the Fund.
Funds.
Appendix EH hereto lists the persons that, as of December 14, 2012the Record Date owned beneficially or of record 5% or more of the outstanding shares of any class of Fund.any of the Funds.
Can shareholders submit proposals for consideration in a Proxy Statement?
future shareholder meeting?
The Fund isFunds are not required to hold annual meetings and currently do not intend to hold such meetings unless shareholder action is required in accordance with the 1940 Act.Act or other applicable law. A shareholder proposal to be considered for inclusion in a proxy statement at any subsequent meeting of shareholders must be submitted a reasonable time before a proxy statement for that meeting is printed and mailed. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws.
What if a proposal that is not in the Proxy Statement comes up at the Special Meeting?
If any other matter is properly presented, your proxies will vote in their discretion in accordance with their best judgment, including on any proposal to adjourn the meeting. At the timeWhy did my household only receive one copy of this Proxy Statement was printed, the Board knew of no matter that needed to be acted upon at the Special Meeting other than the Proposal discussed in this Proxy Statement.
What is “Householding”?
Statement?
Only one copy of this Proxy Statement may be mailed to each household, even if more than one person in the household is a Fund shareholder of record, unless the applicable Fund has received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Proxy Statement, please contact Shareholder Services at (800) 992-0180. If in the future, any shareholder does not wish to combine or wishes to recombine the mailing of a proxy statement with household members, please inform the applicable Fund in writing at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona, 85258-2034 or via telephone at (800) 992-0180.
Who pays for this Proxy Solicitation?
proxy solicitation?
The Fund will not pay the expenses in connection with the Notice of Special Meeting and this Proxy Statement or the Special Meeting. The AdviserIIMA (or an affiliate) will pay expenses, including the printing, mailing, solicitation, and vote tabulation expenses, legal fees, and out-of-pocket expenses. These expenses are estimated to be $150,000.
In order that the presence of a quorum at the special meetingSpecial Meeting may be assured, prompt execution and return of the enclosed Proxy Ballot is requested. A self-addressed postage paid envelope is enclosed for your convenience. You also may vote via telephone or via the Internet. Please follow the voting instructions as outlined on your Proxy Ballot.
 | ||
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Huey P. Falgout, Jr. | ||
| Secretary | ||
December 15, 2014
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
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Appendix A: Portfolio Managers
The following table sets forth the portfolio managers responsible for the day-to-day management of the Funds.
| Fund | Portfolio Managers | |
| Voya Emerging Markets Equity Dividend Fund | ING Investment Management Advisors B.V. Robert Davis, Portfolio Manager (since 11/12) Nicolas Simar, Portfolio Manager (since 11/12) Manu Vandenbulck, Portfolio Manager (since 11/12) | |
| Voya Global Equity Dividend Fund |
Nicolas Simar, Portfolio Manager (since 01/06) Kris Hermie, Portfolio Manager (since 05/14) Bruno Springael, Portfolio Manager (since 06/11) | |
| Voya Russia Fund | ING Investment Management Advisors B.V. | |
| Renat Nadyukov, Portfolio Manager (since 08/13) | |
| ||
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APPENDIX A: FORMAppendix B: Principal Executive Officers
DIRECTORS AND EXECUTIVE OFFICERS OF SUB-ADVISORY AGREEMENTING INVESTMENT MANAGEMENT ADVISORS, B.V.
FORM OF SUB-ADVISORY AGREEMENTSchenkkade 65
2595 AS The Hague
The Netherlands
ING MUTUAL FUNDSName and Title
This Mark den Hollander — Director & Chief Risk Officer
Dirk Buggenhout — Director & Chief Operating Officer
Martin Nijkamp — Director & Head of Business Strategy
Stan Beckers — Chief Executive Officer
Bob van Overbeek – Chief Operating Officer/Chief Technology Officer
Hans Stoter – Chief Investment Officer
Dudley Keiller — Chief Financial Officer
Marc Vink – Head of Legal and Compliance
Hieu Giang — Chief Compliance Officer
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Appendix C: Fees Paid to Affiliates of IIMA
The following table sets forth the fees paid to the Adviser, Administrator and Distributor as well as any affiliated brokerage commissions paid for the fiscal year ended October 31, 2013.
| Fund | Fees Paid to the Adviser ($) | Administrative Services Fees ($) | Fees Paid to the Distributor ($) | Affiliated Brokerage Commissions Paid ($) |
| Voya Emerging Markets Equity Dividend Fund | 270,142 | 26,847 | 94,058 | 96,923 |
| Voya Global Equity Dividend Fund | 500,183 | 71,454 | 336,693 | 864 |
| Voya Russia Fund | 2,661,892 | 212,476 | 512,275 | 985 |
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Appendix D: Form of Proposed IIMA Sub-Advisory Agreement
AGREEMENT is made, effective as of this 1st day of August 2003,[DATE], between INGVoya Investments, LLC, an Arizona limited liability company (the “Manager”), and Aeltus Investment Management Co., a Connecticut corporation, now known as ING Investment Management Co. LLC,Advisors B.V., a Delaware limited liability companysubsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands (the “Sub-Adviser”) (the “Agreement”).
WHEREAS ING, Voya Mutual Funds (the “Fund”“Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and
WHEREAS, the FundTrust is authorized to issue separate series, each series having its own investment objective or objectives, policies, and limitations; and
WHEREAS, the FundTrust may offer shares of additional series in the future; and
WHEREAS, pursuant to an Investment Management Agreement, dated September 23, 2002,effective as amendedof November 18, 2014 (the “Management“Investment Management Agreement”), a copy of which has been provided to the Sub-Adviser, the FundTrust has retained the Manager to render advisory and management services with respect to certain of the Fund’sTrust’s series; and
WHEREASpursuant to authority granted to the Manager in the Investment Management Agreement, the Manager wishes to retain the Sub-Adviser to furnish investment advisory and management services to one or more of the series of the Fund,Trust, and the Sub-Adviser is willing to furnish such services to the FundTrust and the Manager.
WHEREAS, the Board of Trustees has authorized the Manager to enter into an Agreement with the Sub-Adviser.
NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Sub-Adviser as follows:
1. Appointment.Appointment. The Manager hereby appoints the Sub-Adviser to act as the investment adviser and manager to the series of the FundTrust set forth onSchedule A hereto (the “Series”) for the periods and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees
to furnish the services herein set forth for the compensation herein provided.
To the extent that the Sub-Adviser is not the only person providing investment advisory services to a Series, the term “Series” shall be interpreted for purposes of this Agreement to include only those assets of the Series over which the Sub-Adviser is directed by the Manager to provide investment advisory services.
In the event the FundTrust designates one or more series (other than the Series) with respect to which the Manager wishes to retain the Sub-Adviser to render investment advisory services hereunder, it shall notify the Sub-Adviser in writing. If the Sub-Adviser is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement.
2. Sub-Adviser Duties.Duties. Subject to the supervision of the Fund’sTrust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for eachthe Series’ portfolio and determine in its discretion the composition of the assets of eachthe Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of eachthe Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. From time to time, at the request of the Manager, the Sub-adviser will cooperate with and assist a Transition Manager, hired by the Manager, when the Series’ portfolio is part of a larger transition of assets, provided that the Sub-Adviser will continue to have full discretion with respect to the Series investment portfolio. To the extent permitted by the investment policies of eachthe Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. At the request of the Manager, the Sub-Adviser will participate in standing instructions giving the Trusts’ custodian authority to administer daily foreign currency exchange transactions.
The Sub-Adviser will provide the services under this Agreement in accordance with eachthe Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’sTrust’s Registration Statement filed with the U.S. Securities and Exchange Commission (“SEC”(the “SEC”), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a)The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’sTrust’s Board of Trustees of which the Sub-Adviser has been sent a copy, and which apply to the duties of the Sub-Adviser, and the provisions of the Registration Statement of the FundTrust filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser.Manager. In carrying
out its duties under the Sub-Adviserthis Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i)The Sub-Adviser will manage eachthe Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code.
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(ii)The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all solicitations with respect to non-equity portfolio securities and all portfolio securities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy it receives on behalf of the Fund solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing.
The Sub-Adviser will make appropriate personnel reasonably available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii)In connection with the purchase and sale of securities for eachthe Series, the Sub-Adviser will arrange for the timely transmission, as determined by the portfolio accounting agent to enable the agent to accurately calculate the Series’ daily net asset value, to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel,Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’sTrust’s custodian and portfolio accounting agent.
(iv)The Sub-Adviser will assist the custodian and portfolio accounting agentadministrator for the FundTrust in reviewing, determining or confirming (including, if necessary, obtaining broker-quoted prices), consistent with the procedures and policies stated in the Registration Statement for the FundTrust or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting
agentadministrator seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v)The Sub-Adviser will provide the Manager, no later than the 10th business20th day following the end of each of the first three fiscal quarters of the Series and the 15th day following the end of the Series’ semi-annual period and fiscal year, a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 22(b)27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi)The Sub-Adviser will complete and deliver to the Manager a written compliance checklist, a certified compliance acknowledgement report and the group of reports listed below in a form provided by the Manager for each month by the 10th business day of the following month.month:
| (1) | Report on Brokerage Commissions and Soft Dollar Usage. |
| (2) | Trade Compliance reporting pertaining to Rules 17a-7, 17e-1, 10f-3 under the 1940 Act. |
| (3) | Report on Illiquid and Restricted Securities held in each portfolio. |
| (4) | Reports required on Issuers Credit Ratings applicable to Rule 2a-7 under the 1940 Act. |
(vii) The parties agree that in the event that the Manager or an affiliated person of the Manager sends sales literature or other promotional material to the Sub-Adviser for its approval and the Sub-Adviser has not commented within 10 business days, the Manager and its affiliated persons may use and distribute such sales literature or other promotional material.
(b)The Sub-Adviser will make available to the FundTrust and the Manager, promptly upon request, any of the Series’ investment recordsbooks and ledgersrecords maintained by the Sub-Adviser (which shall not include the recordsbooks and ledgersrecords maintained by the custodian or portfolio accounting agent for the Fund)Trust) as are necessary to assist the FundTrust and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority over the Trust, the Manager or the Sub-Adviser any information or reports not readily available at the custodian or the portfolio accounting agent in connection with suchthe services provided hereunder in respect to the Series which may be requested in order to ascertain whether the operations of the FundTrust are being conducted in a manner consistent with applicable laws and regulations.
(c)The Sub-Adviser will provide reports to the Fund’sManager for the Trust’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for eachthe Series and the issuers and securities represented in eachthe Series’ portfolio, and will furnish the Fund’sTrust’s Board of Trustees with respect to eachthe Series such periodic and special reports as the Trustees and the Manager may reasonably request.
(d)With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the
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Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the SeriesTrust as outlined in the Registration Statement forprospectus and/or the Fund,most recent annual and semi-annual report, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as
agent on behalf of each Series,the Trust or series of the Trust, as the case may be, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent on behalf of each Series,the Trust or series of the Trust, as the case may be, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase agreements and derivative master agreements (including but not limited to the ISDA Master Agreements, Credit Support Annexes, Collateral Account Control Agreements, Master Confirmation Agreements, Confirmations), including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Sub-Adviser acknowledges that it is obligated to negotiate terms and conditions that conform to the 1940 Act and all rules and regulations thereunder and are in the best interest of the Trust and its shareholders with respect to such documents. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.
3. Broker-Dealer Selection.Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for eachthe Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specifiedAffiliated Service Provider’s primary consideration in effecting a transaction will be to obtain the prospectus and/or statement of additional informationbest execution for the Fund, andTrust(s), determined in consultation with the Manager, which will generally include, among other factors, price and costs (including the applicable brokerage commission or dollar spread), the size and nature of the order, and the nature of the market for the security, the timing of the transaction, the reputation, the experiencespeed and financial stability of the broker-dealer involved, the quality of the service, the difficultylikelihood of execution and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities.settlement. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Fund,Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’sTrust’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers onthat participate in commission recapture programs benefiting the basisTrust, provided that neither the Sub-Adviser nor the Manager will direct brokerage in recognition of criteria reasonably
considered appropriate by the Manager.sale of Trust shares. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularlymonthly to the Fund’sTrust’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.
4. Disclosure about Sub-Adviser.Sub-Adviser. The Sub-Adviser has reviewed the most recent Post-Effective Amendment to the Registration Statement for the FundTrust filed with the SEC that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating, directly or indirectly, to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect. The Sub-Adviser will provide the Manager with a copy of the Sub-Adviser’s Form ADV, Part II at the time the Form ADV is filed with the SEC.
annually or upon a material change or update.
5. Expenses.Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities in connection with its portfolio management duties under this Agreement.Agreement, including, but not limited to, reimbursement of losses due to trade errors or compliance breaches. The Manager or the FundTrust shall be responsible for all the expenses of the Fund’sTrust’s operations.
In addition, if the Fund is required, under applicable law, to supplement the Registration Statement because of a change requested by the Sub-Adviser, the Sub-Adviser will reimburse the Fund and/or the Manager for the cost of preparing, printing and distributing such supplement, unless the Sub-Adviser is requesting the change in order to comply with an applicable law, rule or regulation.
6. Compensation.Compensation. For the services provided to eachthe Series, the Manager will pay the Sub-Adviser an annual fee equal to the amount specified for such Series inSchedule A hereto, payable monthly in arrears. The fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect among the parties. In accordance with the provisions of the Investment Management Agreement,Agreements, the Manager is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Manager; provided, however, that if the Fund Trust
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fails to pay the Manager all or a portion of the managementInvestment Management fee under said Investment Management AgreementAgreements when due, and the amount that was paid is insufficient to cover the Sub-Adviser’s fee under this Agreement for the period in question, then the Sub-Adviser may
enforce against the FundTrust any rights it may have as a third-party beneficiary under the Investment Management AgreementAgreements and the Manager will take all steps appropriate under the circumstances to collect the amount due from the Fund.
Trust.
7. Expense Sharing. The Sub-Adviser hereby agrees to reimburse the Manager for the following costs incurred in connection with the Trust and the Series to which the Sub-Adviser acts as investment adviser and manager: all expenses or costs not ultimately borne by the Trust incurred in connection with creating and ongoing organization of the Fund; including transitioning of assets resulting from sub-adviser changes, and conducting proxies (collectively, the “Covered Expenses”). The Sub-Adviser shall reimburse the Manager for 50.0% of Covered Expenses. The Manager shall provide to the Sub-Adviser reasonable proof of the amount incurred and that it is a Covered Expense and the Sub-Adviser shall provide reimbursement promptly after receipt of such proof.
8. Marketing Materials.Materials.
(a)During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPointÒ or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the “Marketing Materials”) for internal use or public dissemination, that are produced or are for use or reference by the Sub-Adviser, its affiliates or other designees, broker-dealers or the public in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
(b)During the term of this Agreement, the Manager agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, or Marketing Materials prepared for distribution to shareholders of each Series, or the public that refer to the Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Manager agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Marketing Materials may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
9. Compliance.
8. Compliance.
(a)The Sub-Adviser agrees to use reasonable compliance techniques and policies and procedures reasonably designed to prevent violations of the federal securities laws as the Manager or the Board of Trustees may adopt, including any written compliance procedures.
(b)The Sub-Adviser agrees that it shall promptly notify the Manager and the FundTrust (1) in the event that the SEC has censured the Sub-Adviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (2) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. The Sub-Adviser further agrees to notify the Manager and the FundTrust promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that relates to Sub-Adviser’s performance obligations under this Agreement and is not contained in the Registration Statement or prospectus for the FundTrust (which describes the Series), or any amendment or supplement thereto, or if any statement contained therein that becomes untrue in any material respect.
(c)The Manager agrees that it shall promptly notify the Sub-Adviser (1) in the event that the SEC has censured the Manager or the Fund;Trust; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Manager’s registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (2) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.
9. Books and Records. The Sub-Adviser hereby agrees that all records which it maintains for the Series may be the property of the Fund andManager further agrees to notify the Sub-Adviser promptly make availableof any material fact known to the FundManager, respecting or relating to the Manager, that relates to Sub-Adviser’s performance obligations under this Agreement and is not contained in the Registration Statement or prospectus for the Trust (which describes the Series), or any amendment or supplement thereto, or if any statement contained therein that becomes untrue in any material respect.
10. Books and Records. The Trust and the Manager, or an investment adviser designated by the Manager, shall have access at all reasonable times and on reasonable notice to all records relating to the Trust maintained by the Sub-Adviser. The Sub-Adviser agrees that it will surrender copies of any such records to the Funds promptly upon such Trust’s request provided that the Sub-Adviser shall keep the originals of such records uponto the Fund’s orextent necessary for the Manager’s request in complianceSub-Adviser to comply with the requirements ofapplicable laws, including Rule 31a-3 under the 1940 Act. The Sub-Adviser further agrees to preserve such records for thesuch
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time periods as may be prescribed by Rule 31a-2 under the 1940 Act, provided that before disposing of any such records, Sub-Adviser will advise the records requiredAdviser and deliver the same to be maintained by Rule 31a-l under the 1940 Act.Manager if so requested.
10. 11. Cooperation; Confidentiality.Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund.Trust. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the FundTrust and actions of the Fund,Trust, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the FundTrust or the Manager by the Sub-Adviser, in connection with its duties under the agreementAgreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than
by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or this Fund.the Trust.
11. Non-Exclusivity.12. Non-Exclusivity. The services of the Sub-Adviser to the Series and the FundTrust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities, provided, however, that theactivities.
13. Prohibited Conduct. The Sub-Adviser may not consult with any other sub-adviser of the FundTrust concerning transactions in securities or other assets for any investment portfolio of the Fund,Trust, including the Series, except that such consultations are permitted between the current and successor sub-advisers of the Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.
12. 14. Representations Respecting Sub-Adviser.Sub-Adviser. The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Fund’sTrust’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Fund,Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.
13. Control.15. Control. Notwithstanding any other provision of the Agreement, it is understood and agreed that the FundTrust shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to reasonably direct any action hereunder taken on its behalf by the Sub-Adviser.
14. Liability.16. Liability. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Manager agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Sub-Adviser, (1) shall bear no responsibility and shall not be subject to any liability for any act or omission respecting any series of the FundTrust that is not a Series hereunder, (2) shall bear no responsibility and (2)shall not be subject to liability for the accuracy of any information provided to the Sub-Adviser by another entity and shall incur no liability in relying on such information, and (3) shall not be liable for, or be subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties, or by reason of reckless disregard of the Sub-Adviser’s obligations and duties under this Agreement.
17. Indemnification.
15. Indemnification.
(a)The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the FundTrust which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties, (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the FundTrust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the FundTrust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
(b)Notwithstanding Section 1416 of this Agreement, the Sub-Adviser agrees to indemnify and hold harmless the Trust, the Manager, any affiliated person of the Manager, and any controlling person of the Manager (all(and Trust and all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser’s responsibilities as Sub-Adviser of the Series which (1) may be based upon the Sub-Adviser’s gross negligence, willful
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misfeasance, or bad faith in the performance of its duties, (which could include a negligent action or a negligent omission to act), or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or prospectus covering the shares of the FundTrust or any Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Fund,Trust, or any affiliated person of the Manager or FundTrust by the Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
(c)The Manager shall not be liable under Paragraph (a) of this Section 1517 with respect to any claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability which it may have to the Sub-Adviser Indemnified Person against whom such action is brought except to the extent the Manager is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Sub-Adviser Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Sub-Adviser Indemnified Person. If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent the Manager and the Sub-Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable judgment of the Sub-Adviser Indemnified Person, adequately represent the interests of the Sub-Adviser Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Sub-Adviser Indemnified Person, which counsel shall be satisfactory to the Manager and to the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Sub-Adviser Indemnified Person independently in connection with the defense thereof other than reasonable
costs of investigation. The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Sub-Adviser Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Sub-Adviser Indemnified Person.
(d)The Sub-Adviser shall not be liable under Paragraph (b) of this Section 1517 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Sub-Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any liability which it may have to the Manager Indemnified Person against whom such action is brought except to the extent the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Manager Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person. If the Sub-Adviser assumes the defense of any such action and the selection of counsel by the Sub-Adviser to represent both the Sub-Adviser and the Manager Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Sub-Adviser will, at its own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Sub-Adviser and to the Manager Indemnified Person. The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Sub-Adviser shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Manager Indemnified Person.
16. 18. Duration and Termination.Termination.
(a)With respect to each Series identified as a Series onSchedule A hereto as in effect on the date of this Agreement unless earlier
terminated with respect to any Series this Agreement shall continue in full force and effect through November 30, 2013.for two years from the effective date of this Agreement with respect to each such Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Fund,Trust, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the FundTrust who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the FundTrust or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the
| 21 |
outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this Agreement has not been approved by the vote of a majority of the outstanding shares of the Trust, unless such approval shall be required by any other applicable law or otherwise.
With respect to any Series that was added toSchedule A hereto as a Series after the date of this Amendment,Agreement, the Agreement shall become effective on the later of (i) the dateSchedule A is amended to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Fund’sTrust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Fund,Trust, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the FundTrust who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the FundTrust or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise. Notwith¬standing
Notwithstanding the foregoing, this Agreement may be terminated with respect to anyone or more of the Series covered by this Agreement: (a) by the Manager at any time, upon sixty (60) days’ written notice to the Sub-Adviser and the Fund,Trust, (b) at any time without
payment of any penalty by the Fund,Trust, by the Fund’sTrust’s Board of Trustees or a majority of the outstanding voting securities of eachthe Series, upon sixty (60) days’ written notice to the Manager and the Sub-Adviser, or (c) by the Sub-Adviser upon three (3) months’ written notice unless the FundTrust or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the FundTrust or Manager not to exceed three (3) additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Fund,Trust, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund,Trust, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or ceases to be a wholly owned subsidiary of ING Groep N.V., or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the FundTrust as required by the terms of this agreement.Agreement.
In the event ofUpon termination for any reason, the Sub-Adviser shall forthwith deliver to the Trust all original written records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Fund, free from any claim or retentionTrust where possible and copies of rights in such record by the Sub-Adviser, although thesaid records if originals are not available. Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 12, 13,11, 14, 15, 16 and 1517 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 1618 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the agreement was in effect, Section 6.
(a) Notices.
(b)Notices. AnyExcept as otherwise provided, any notice mustgiven hereunder shall be in writing and shall be sufficiently given (1) whenby facsimile or other means of electronic communication or by delivery as hereafter provided. Any notice if sent by means of electronic communication shall be deemed to have been received upon express acknowledgement, and notice delivered in person, (2) when dispatched by telegramhand or electronic facsimile transfer (confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (3) when sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) when sent by registered or certified mail,shall be deemed to have been received at the time of delivery to the other party at theapplicable address of such party set forth below or at such other address as sucha party may from time to time specify in writing to the other party.
If to the Fund:Trust:
INGVoya Mutual Funds
7337 East Doubletree Ranch Road,
Suite 100
Scottsdale, AZ 8525885258-2034
Attention: Kimberly A. AndersonHuey P. Falgout, Jr.
If to the Sub-Adviser:
ING Investment Management Co. LLC
One Orange Way, C1-N
Windsor, CT 06095
Attention: Christopher Kurtz
If to the Manager:
INGVoya Investments, LLC
7337 East Doubletree Ranch Road,
Suite 100
Scottsdale, AZ 8525885258-2034
Attention: Chief CounselMichael J. Roland
17. Amendments.If to the Sub-Adviser:
ING Investment Management Advisors B.V.
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Schenkkade 65
2595 AS The Hague, The Netherlands
Attention: Head of International Clients
19. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, andsought. If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the Trust. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board of Trustees and the Sub-Adviser.
20. Use of Names.
(a) It is understood that the name “Voya Investments, LLC.” or any trademark, trade name, service mark, or logo, or any variation of such trademark, service mark, or logo of the Manager or its affiliates, including but not limited to the mark “Voya™” (collectively, the “Voya Marks”) is the valuable property of the Manager and/or its affiliates, and that the Sub-Adviser has the right to use such Voya Marks only with the prior written consent of the Manager and only so long as the Sub-Adviser is a sub-adviser to the Trust and/or the Series. In the event that the Sub-Adviser is no longer the Sub-Adviser to the Trust and/or the Series, or upon the termination of the Investment Management Agreement between the Trust and the Manager without its replacement with another agreement, or the earlier request of the Manager, the Sub-Adviser shall, be effective until approved as required by applicable law.soon as is reasonably possible, discontinue all use of the Voya Marks.
(b) It is understood that the name “ING Investment Management Advisors B.V.,” or any trademark, trade name, service mark, or logo, or any variation of such trademark, trade name, service mark, or logo of the Sub-Adviser or its affiliates (collectively, the “ING Marks”) are the valuable property of the Sub-Adviser and its affiliates and that the Trust and/or the Series have the right to use such ING Marks in the names of the Series and in offering materials of the Trust only with the approval of the Sub-Adviser and only for so long as the Sub-Adviser is a sub-adviser to the Trust and/or the Series. In the event that the Sub-Adviser is no longer the Sub-Adviser to the Trust and/or the Series, or upon the termination of the Investment Management Agreement between the Trust and the Manager without its replacement with another agreement, or the earlier request of the Sub-Adviser, the Manager shall, as soon as is reasonably possible, discontinue all use of the ING Marks.
18. Miscellaneous.21. Miscellaneous.
(a)This Agreement shall be governed by the laws of the State of Arizona, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder, and without regard for the conflicts of laws principle thereof. The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.
(b)The Manager and the Sub-Adviser acknowledge that the FundTrust enjoys the rights of a third-party beneficiary under this Agreement, and the Manager acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary under the Investment Management Agreement.Agreements.
(c)The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(d)To the extent permitted under Section 16 of this Agreement, this This Agreement may only be assigned by any party only with the prior written consent of the other parties.
(e)If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
(f)Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the Manager, or constituting the Manager as an agent or co-partner of the Sub-Adviser.
(g)This agreementAgreement may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.
ING INVESTMENTS, LLC
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SCHEDULE A
with respect to the
SUB-ADVISORY AGREEMENT
between
ING INVESTMENTS, LLC
and
ING INVESTMENT MANAGEMENT CO. LLC
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APPENDIX B: COMPENSATION PAID TO ING IM BY INVESTMENT COMPANIES WITH SIMILAR INVESTMENT OBJECTIVES
Appendix E: Sub-Advisory Agreement Information
The following table sets forth the namedate the sub-advisory fee schedule, and the amount of anthe sub-advisory fees paid to IIMA for the fiscal year ended October 31, 2013.
| Fund | Sub-Advisory Fee Schedule | Sub-Advisory Fees Paid |
| Voya Emerging Markets Equity Dividend Fund | 0.50% on the first $100 million; 0.45% on the next $150 million; and 0.40% thereafter | 134,793 |
| Voya Global Equity Dividend Fund | 0.20% | 142,909 |
| Voya Russia Fund | 0.60% | 1,277,707 |
| 24 |
Appendix F: Compensation Paid to IIMA by Investment Companies with Similar Investment Objectives
The following tables set forth the sub-advisory fee rate paid to IIMA and the assets under management of each registered investment company with an investment objectivesobjective similar to the Fund,investment objectives of the Funds. The information is as of each registered investment company’s most recently completed fiscal year for which ING IM servessuch information is publicly available.
Total Return through Income, Capital Gains and Capital Appreciation
| Fund/Portfolio | Contractual Sub-Advisory or Sub-Sub-Advisory Fee Rate | Net Assets ($) |
| Voya Asia Pacific High Dividend Equity Income Fund | 0.65% | 168,760,327 |
| Voya Emerging Markets High Dividend Equity Fund | 0.575% | 224,220,005 |
| Voya Emerging Markets Equity Dividend Fund | 0.50% on the first $100 million; 0.45% on the next $150 million; and 0.40% thereafter | 24,509,088 |
Voya Global Equity Dividend Fund
| Fund/Portfolio | Contractual Sub-Advisory Fee Rate | Net Assets ($) |
| None | n/a | n/a |
Voya Russia Fund
| Fund/Portfolio | Contractual Sub-Advisory Fee Rate | Net Assets ($) |
| None | n/a | n/a |
| 25 |
Appendix G: Shares Outstanding as an investment sub-adviser, the annual rate of compensation, and the net assets of the investment company as of June 30, 2012.
Fund |
| Annual Rate of |
| Net Assets |
|
ING International Value Portfolio |
| 0.3825% |
| $130,454,055 |
|
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APPENDIX C: PRINCIPAL EXECUTIVE OFFICERS
Principal Executive Officers of ING Investment Management Co. LLC
230 Park Avenue
New York, New York 10169
Name and Title
Jeffrey T. Becker — Chief Executive Officer
Michael J. Gioffre — Chief Compliance Officer
Mark D. Weber — Executive Vice President
Shaun P. Mathews — Executive Vice President
Christine Hurtsellers — Executive Vice President and Chief Investment Officer, Fixed Income and Proprietary Investments
Paul Zemsky — Executive Vice President
Daniel L. Wilcox — Chief Financial Officer, Senior Vice President and Treasurer
Gerald T. Lins — General Counsel
APPENDIX D: SHARES OUTSTANDING AS OF THE RECORD DATE
Record Date
The following table sets forth the outstanding shares outstanding for theof each Fund as of the Record Date.
| Class | Shares Outstanding | |
| A |
| 823,825.325 |
| B |
| 47,179.701 |
| C |
| 167,243.984 |
| I |
| 109,593.080 |
| O |
| 269,710.910 |
| W |
| |
| Total | 1,419,323.538 | ||
| Voya Global Equity Dividend Fund | A | 3,520,665.630 | |
| B | 180,867.586 | ||
| C | 2,362,286.197 | ||
| I | 640,076.097 | ||
| O | 1,126,844.806 | ||
| W | 91,775.958 | ||
| Total | 7,922,516.274 | ||
| Voya Russia Fund | A | 3,812,512.084 | |
| I | 153,684.297 | ||
| W | 2,424.652 | ||
| Total | 3,968,621.033 |
| 26 |
Appendix E: SecurityH: Beneficial Ownership as of Certain Beneficial andthe Record Owners
Date
The following tables provide information about the persons or entities who, to the knowledge of each Fund, owned beneficially or of record 5% or more of any class of that Fund’s outstanding shares as of December 14, 2012:November 24, 2014:
ING International Value ChoiceVoya Emerging Markets Equity Dividend Fund
Name and Address of Shareholder |
| Percent of Class of |
| Percentage of Fund |
| Percentage of |
|
Bank of American NA TTE Bristol Hospital Pension Account MFO 8508450 PO Box 831757 Dallas, TX 75201 |
| 13.9% Class A; Beneficial |
| 11.2 | % | 3.0 | % |
|
|
|
|
|
|
|
|
UBS Financial Service Inc Attn: Department Manager 499 Washington Blvd 9th Fl Jersey City, NJ 07310-2055 |
| 15.4% Class A; Beneficial |
| 12.5 | % | 7.7 | % |
|
|
|
|
|
|
|
|
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0001 |
| 18.4% Class A; 10.3% Class C; 30.2% Class W; Beneficial |
| 16.2 | % | 10.5 | % |
|
|
|
|
|
|
|
|
MLPF&S For the Sole Benefit of the Customers Attn: Fund Administration 4800 Deer Lake Dr East 3rd Floor Jacksonville, FL 32246-6484 |
| 20.1% Class B; 23.8% Class C; 42.5% Class I; Beneficial |
| 5.4 | % | 18.7 | % |
|
|
|
|
|
|
|
|
First Clearing, LLC A/C 1699-0135 2801 Market Street Saint Louis, MO 63103 |
| 32.8% Class B; 13.0% Class C; 36.4% Class I; Beneficial |
| 4.0 | % | 8.0 | % |
|
|
|
|
|
|
|
|
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
| 18.4% Class B; 16.6% Class C; 18.6% Class I; Beneficial |
| 3.3 | % | 7.7 | % |
|
|
|
|
|
|
|
|
ING National Trust 1 Orange Way Windsor, CT 06095-4773 |
| 9.5% Class A; Beneficial |
| 7.7 | % | 4.2 | % |
|
|
|
|
|
|
|
|
Patterson & Co FBO USI Services Corp 1055896199 NC 1076 1525 West WT Harris Blvd Charlotte, NC 28288-1076 |
| 17.4% Class A; Beneficial |
| 14.1 | % | 3.8 | % |
|
|
|
|
|
|
|
|
Judith Emily Johnston TTE Judith Emily Johnston Trust U/A Dated 8/17/1995 843 N Camino Alto Vallejo, CA 94589-2623 |
| 6.5% Class B; Registered |
| 0.1 | % | 0.0. | % |
|
|
|
|
|
|
|
|
Raymond James Omnibus For Mutual Funds House Acct. Firm 92500015 Attn: Courtney Waller 880 Carillon Parkway St Petersburg, FL 33716 |
| 17.4% Class C; 44.6% Class W; Beneficial |
| 2.2 | % | 2.2 | % |
|
|
|
|
|
|
|
|
Janney Montgomery Scott LLC Exclusive Benefit Of Customers 1801 Market St Philadelphia, PA 19103-1628 |
| 22.8% Class W; Beneficial |
| 0.1 | % | 0.0 | % |
| Name and Address of Shareholder | Percentage of Class of Shares and Type of Ownership | Percentage of Fund |
National Financial Services LLC For Excl Benefit of Our Customers 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 6.8% Class A; 27.3% Class B; 0.7% Class C; Beneficial | 5.6% |
UBS Financial Services
499 Washington Blvd 9th Fl Jersey City, | 32.7% Class I; Beneficial | 2.5% |
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0001 |
1.1% Class C; Beneficial | 12.7% |
MLPF & S For The Sole Benefit of The Customers Attn: Fund Administration 4800 Deer Lake Dr East 3rd Floor Jacksonville, FL 32246-6484 |
20.3% Class I; Beneficial | 2.7% |
First Clearing, LLC A/C 1699-0135 2801 Market Street Saint Louis, MO 63103 |
10.9% Class B; 1.4% Class C; 8.6% Class I; Beneficial | 8.6% |
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
4.5% Class C; 36.6% Class I; Beneficial | 10.4% |
Capital One Sharebuilder Inc For The Sole Benefit of Its Customers Attn Bob Miller Head of Broker/Opps 83 S King St Ste 700 Seattle, WA 98104-3852 |
Beneficial | 19.0% |
LPL Financial Omnibus Customer Account Attn: Lindsay O’Toole 9785 Towne Centre Dr San Diego, CA 92121 | 5.9% Class B; Beneficial | 0.2% |
TD Ameritrade Inc (FBO) Our Customers PO Box 2226 Omaha, NE 68103-2226 | 5.5% Class B; Beneficial | 0.2% |
Raymond James Omnibus For Mutual Funds House Acct Firm 92500015 Attn Courtney Waller 880 Carillon Parkway St. Petersburg, FL 33716 | 100.0% Class W; Beneficial | 0.1% |
ING International ValueVoya Global Equity Dividend Fund
Name and Address of Shareholder |
| Percent of Class of |
| Percentage of |
| Percentage of Combined |
|
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0001 |
| 9.3% Class A; 7.9% Class C; 36.2% Class W; Beneficial |
| 8.4 | % | 10.5 | % |
|
|
|
|
|
|
|
|
MLPF&S For the Sole Benefit of the Customers Attn: Fund Administration 4800 Deer Lake Dr East 3rd Floor Jacksonville, FL 32246-6484 |
| 17.6% Class A; 8.6% Class B; 34.8% Class C; 26.3% Class I; Beneficial |
| 23.5 | % | 18.7 | % |
|
|
|
|
|
|
|
|
ING National Trust 1 Orange Way Windsor, CT 06095-4773 |
| 18.3% Class I; Beneficial |
| 3.0 | % | 4.2 | % |
|
|
|
|
|
|
|
|
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 |
| 6.5% Class A; 10.6% Class B; 12.3% Class C; 14.2% Class I; Beneficial |
| 7.4 | % | 7.7 | % |
|
|
|
|
|
|
|
|
First Clearing, LLC A/C 1699-0135 2801 Market Street Saint Louis, MO 63103 |
| 6.7% Class A; 22.4% Class B; 10.7% Class C; 16.3% Class I; Beneficial |
| 9.5 | % | 8.0 | % |
|
|
|
|
|
|
|
|
Raymond James Omnibus For Mutual Funds House Acct. Firm 92500015 Attn: Courtney Waller 880 Carillon Parkway St Petersburg, FL 33716 |
| 6.7% Class C; Beneficial |
| 2.1 | % | 2.2 | % |
|
|
|
|
|
|
|
|
Reliance Trust Company Cust FBO ING Americas Deferred Comp Savings Plan PO Box 48529 Ste 200 Atlanta, GA 30362-1529 |
| 17.0% Class I Beneficial |
| 2.8 | % | 2.0 | % |
|
|
|
|
|
|
|
|
Charles Schwab & Co Inc. Special Custody Acct. FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 |
| 7.1% Class W; Beneficial |
| 0.3 | % | 0.2 | % |
|
|
|
|
|
|
|
|
LPL Financial Omnibus Customer Account Attn: Lindsay O’Toole 9785 Towne Centre Dr. San Diego, CA 92121 |
| 19.3% Class W; Beneficial |
| 0.9 | % | 0.6 | % |
| Name and Address of Shareholder | Percentage of Class of Shares and Type of Ownership | Percentage of Fund |
National Financial Services LLC For Excl Benefit of our Customers 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 8.8% Class A; 22.1% Class B; 9.0% Class C; Beneficial | 7.1% |
| 27 |
* On a pro forma basis, assuming that the value of the shareholder’s interest in the Fund on the date of consummation of the Reorganization is the same as on December 14, 2012.
| Percentage of Class of Shares and Type of Ownership | Percentage of Fund |
UBS Financial Services Inc Attn Department Manager 499 Washington Blvd 9th Fl Jersey City, NJ 07310-2055 | 6.4% Class C; 22.8% Class I; Beneficial | 3.7% |
1 Pershing Plaza Jersey City, NJ 07399-0001 |
8.3% Class C;
Beneficial
| 10.5% |
MLPF & S For The Sole Benefit of The Customers Attn: Fund Administration 4800 Deer Lake Dr East 3rd Floor Jacksonville, FL 32246-6484 | 9.8% Class A; 16.2% Class B; 27.1% Class C; 32.5% Class I; Beneficial | 15.4% |
First Clearing, LLC A/C 1699-0135 2801 Market Street Saint Louis, MO 63103 |
14.5% Class B; 12.9% Class C; 28.3% Class I; Beneficial | 10.5% |
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | 6.7% Class A; 11.6% Class C; 15.7% Class I; Beneficial | 7.7% |
Charles Schwab & Co Inc Special Cust Acct FBO Customers Attn Mutual Funds 101 Montgomery St San Francisco, CA 94104-4151 | 5.7% Class B; Beneficial | 0.1% |
Raymond James Omnibus for Mutual Funds Hose Acct Firm 92500015 Attn Courtney Waller 880 Carillon Parkway St. Petersburg, FL 33716 | 5.6% Class A; 31.1% Class W; Beneficial | 2.8% |
Capital One Sharebuilder Inc For The Sole Benefit of Its Customers Attn Bob Miller Head of Broker/Opps 83 S King St Ste 700 Seattle, WA 98104-3852 | 97.0% Class O; Beneficial | 13.8% |
TD Ameritrade Inc (FBO) Our Customers PO Box 2226 Omaha, NE 68103-2226 | 10.2% Class W; Beneficial | 0.1% |
Voya Russia Fund
| Name and Address of Shareholder | Percentage of Class of Shares and Type of Ownership | Percentage of Fund |
National Financial Services LLC For Excl Benefit of our Customers 499 Washington Blvd Fl 5 Jersey City, NJ 07310-2010 | 18.8% Class A; Beneficial | 18.1% |
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0001 | 7.4% Class A; Beneficial | 7.1% |
MLPF & S For The Sole Benefit of The Customers Attn: Fund Administration 4800 Deer Lake Dr East 3rd Floor Jacksonville, FL 32246-6484 | 35.0% Class I; Beneficial | 1.4% |
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| Name and Address of Shareholder | Percentage of Class of Shares and Type of Ownership | Percentage of Fund |
First Clearing, LLC A/C 1699-0135 2801 Market Street Saint Louis, MO 63103 | 25.7% Class I; Beneficial | 1.0% |
Charles Schwab & Co Inc Reinvest Account Attn Mutual Fund Dept 101 Montgomery St San Francisco, CA 94104-4151 | 10.8% Class A; Beneficial | 10.4% |
Raymond James Omnibus for Mutual Funds Hose Acct Firm 92500015 Attn Courtney Waller 880 Carillon Parkway St. Petersburg, FL 33716 | 24.7% Class W; Beneficial | 0.0% |
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | 24.7% Class I; Beneficial | 1.0% |
LPL Financial Omnibus Customer Account Attn: Lindsay O’Toole 9785 Towne Centre Dr San Diego, CA 92121 | 51.6% Class W; Beneficial | 0.0% |
National Financial Services LLC (FBO) Our Customers Attn Mutual Fund Dept 4th Floor 499 Washington Blvd Jersey City, NJ 07310 | 6.6% Class I; 23.7% Class W; Beneficial | 0.3% |
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7337 EAST DOUBLETREE RANCH ROAD SUITE 100 SCOTTSDALE, ARIZONA 85258-20343 EASY WAYS TO VOTE YOUR PROXY VOTE BY PHONE: Call toll-free 1-877-907-7646 and follow the recorded instructions.VOTE ON THE INTERNET: Log on to Proxyvote.com and follow the on-line directions.VOTE BY MAIL: Check the appropriate box on the Proxy Ballot below, sign and date the Proxy Ballot and return in the envelope provided.If you vote via phone or the Internet, you do not need to return your Proxy Ballot. PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 10, 2015.O VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:M79222-S24973KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS: 1. To approve a new sub-advisory agreement between Voya Investments, LLC and ING Investment Management Advisors B.V. with respect to the Voya Russia Fund, and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that occur as part of the NN Group Separation Plan;2. To approve the reclassification of the Voya Russia Fund's investment objective from "fundamental" to "non-fundamental"; andTo transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.For Against Abstain! ! !! ! !To avoid the additional expense of further solicitation, we strongly urge you to review, complete and return your Proxy Ballot as soon as possible. Your vote is important regardless of the number of shares owned. If you vote via phone or the Internet, you do not need to return your Proxy Ballot.Please vote, date and sign this Proxy Ballot and return it promptly in the enclosed envelope.This Proxy Ballot must be signed exactly as your name(s) appear(s) hereon. If as an attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please add title(s) as such. Joint owners must each sign.Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on March 12, 2013.
February 10, 2015. The Joint Proxy Statement for the Special Meeting and the Notice of the Meeting are available at WWW.PROXYVOTE.COM/ING.VOYA.M79223-S24973THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEESThe undersigned hereby appoint(s) Huey P. Falgout, Jr., Theresa K. Kelety and Todd Modic, or any one or all of them, proxies, with full power of substitution, to vote all shares of the reverse-referenced Fund, which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at the offices of the Fund at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258-2034 on February 10, 2015, at 1:00 PM, local time, and at any adjournment(s) or postponement(s) thereof.This proxy will be voted as instructed. If no specification is made, the proxy will be voted "FOR" the proposals.PLEASE SIGN AND DATE ON THE REVERSE SIDE.
M51280-S00021
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7337 EAST DOUBLETREE RANCH ROAD SUITE 100 SCOTTSDALE, ARIZONA 85258-20343 EASY WAYS TO VOTE YOUR PROXY VOTE BY PHONE: Call toll-free 1-877-907-7646 and follow the recorded instructions.VOTE ON THE INTERNET: Log on to Proxyvote.com and follow the on-line directions.VOTE BY MAIL: Check the appropriate box on the Proxy Ballot below, sign and date the Proxy Ballot and return in the envelope provided.If you vote via phone or the Internet, you do not need to return your Proxy Ballot. PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 10, 2015.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:M79224-S24973KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL: 1. To approve a new sub-advisory agreement between Voya Investments, LLC and ING Investment Management Advisors B.V. with respect to the Fund, and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that occur as part of the NN Group Separation Plan;To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.For Against Abstain! ! !To avoid the additional expense of further solicitation, we strongly urge you to review, complete and return your Proxy Ballot as soon as possible. Your vote is important regardless of the number of shares owned. If you vote via phone or the Internet, you do not need to return your Proxy Ballot.Please vote, date and sign this Proxy Ballot and return it promptly in the enclosed envelope.This Proxy Ballot must be signed exactly as your name(s) appear(s) hereon. If as an attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please add title(s) as such. Joint owners must each sign.Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on February 10, 2015. The Proxy Statement for the Special Meeting and the Notice of the Meeting are available at WWW.PROXYVOTE.COM/VOYA.M79225-S24973THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEESThe undersigned hereby appoint(s) Huey P. Falgout, Jr., Theresa K. Kelety and Todd Modic, or any one or all of them, proxies, with full power of substitution, to vote all shares of the reverse-referenced Fund, which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at the offices of the Fund at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258-2034 on February 10, 2015, at 1:00 PM, local time, and at any adjournment(s) or postponement(s) thereof.This proxy will be voted as instructed. If no specification is made, the proxy will be voted "FOR" the proposal.PLEASE SIGN AND DATE ON THE REVERSE SIDE.