As filed with the Securities and Exchange Commission on August 17, 2017
Securities Act File No. 333-216027
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
Registration Statement Under The Securities Act Of 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 2 |
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VOYA MUTUAL FUNDS
(Exact Name of Registrant Specified in Charter)
7337 E. Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258-2034
(Address of Principal Executive Offices) (Zip Code)
1-800-262-3862
(Registrant’s Area Code and Telephone Number)
Huey P. Falgout, Jr.
Voya Investment Management
7337 E. Doubletree Ranch Road, Ste 100
Scottsdale, AZ 85258-2034
(Name and Address of Agent for Service)
With copies to:
Elizabeth J. Reza
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
Approximate Date Of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
It is proposed that this filing will become effective immediately, pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
Title of Securities Being Registered: Class A and Class I of Voya CBRE Global Infrastructure Fund.
EXPLANATORY NOTE
The purpose of this filing is to file as an exhibit the opinion of counsel supporting the tax matters and consequences to shareholders in connection with the reorganization of CBRE Clarion Global Infrastructure Value Fund, a series of The Advisors’ Inner Circle Fund, with and into Voya CBRE Global Infrastructure Fund, a series of Voya Mutual Funds, as required by Item 16(12) of Form N-14. Parts A and B of this Registration Statement are incorporated by reference to the Proxy Statement/Prospectus and Statement of Additional Information which were filed on EDGAR on May 9, 2017 (File No. 333-216027).
VOYA Mutual Funds
(“Registrant”)
PART C:
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Article 5, Section 5.02 of the Amended and Restated Declaration of Trust provides for the indemnification of Registrant’s Trustees, officers, employees, and agents against liabilities reasonably incurred by them in connection with the defense or disposition of any action, suit or other proceeding in which they may be involved or with which they may be threatened, while in office or thereafter, by reason of being or having been in such office, except with respect to matters as to which it has been adjudicated that they acted with bad faith, willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of their office.
Section 9 of Registrant’s Amended and Restated Investment Management Agreement provides for the indemnification of Registrant’s Investment Manager and any Sub-Adviser against all liabilities incurred by it in performing its obligations under the agreement, except with respect to matters involving its disabling conduct.
Section 9 of Registrant’s Distribution Agreement provides for the indemnification of Registrant’s Distributor against all liabilities incurred by it in performing its obligations under the Agreement, except with respect to matters involving its disabling conduct.
Section 4 of the Shareholder Service Agreement provides for the indemnification of Registrant’s Distributor against all liabilities incurred by it in performing its obligations under the Agreement, except with respect to matters involving its disabling conduct.
Section 1 of the Indemnification Agreement between Voya Mutual Funds and CBRE Clarion Securities LLC provides for the indemnification of Registrant’s officers and trustees against all liabilities arising out of or relation to actions or omissions by CBRE Clarion Securities LLC or any of its affiliates prior to the closing of the Reorganization.
Registrant has obtained from a major insurance carrier a trustees’ and officers’ liability policy covering certain types of errors and omissions.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“1933 Act”) may be permitted to trustees, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it, is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
(1) | (a) | Amended and Restated Declaration of Trust of Voya Mutual Funds dated June 3, 2004 — Filed as an Exhibit to Post-Effective Amendment No. 102 to the Registrant’s Form N-1A Registration Statement on September 8, 2004 and incorporated herein by reference. |
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| (b) | Amendment No. 1 dated September 2, 2004 to the Amended and Restated Declaration of Trust (Class I shares for ING Global Real Estate Fund) — Filed as an Exhibit to Post-Effective Amendment No. 102 to the Registrant’s Form N-1A Registration Statement on September 8, 2004 and incorporated herein by reference. |
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| (c) | Amendment No. 2 dated January 31, 2005 to the Amended and Restated Declaration of Trust (ING International Value Choice Fund) — Filed as an Exhibit to Post-Effective Amendment No. 106 to the Registrant’s Form N-1A Registration Statement on January 25, 2005 and incorporated herein by reference. |
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| (d) | Amendment No. 3 dated February 1, 2005 to the Amended and Restated Declaration of Trust (name change — ING Global Value Choice Fund, formerly ING Worldwide Growth Fund) — Filed as an Exhibit to Post-Effective Amendment No. 106 to the Registrant’s Form N-1A Registration Statement on January 25, 2005 and incorporated herein by reference. |
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| (e) | Amendment No. 4 dated March 1, 2005 to the Amended and Restated Declaration of Trust (name change — ING International SmallCap Fund, formerly ING International SmallCap Growth Fund) — Filed as an Exhibit to Post-Effective Amendment No. 110 to the Registrant’s Form N-1A Registration Statement on September 30, 2005 and incorporated herein by reference. |
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| (f) | Amendment No. 5 dated April 29, 2005 to the Amended and Restated Declaration of Trust (Class I shares for ING Global Value Choice Fund and ING International Value Choice Fund) — Filed as an Exhibit to Post-Effective Amendment No. 110 to the Registrant’s Form N-1A Registration Statement September 30, 2005 and incorporated herein by reference. |
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| (g) | Amendment No. 6 dated September 1, 2005 to the Amended and Restated Declaration of Trust (ING Emerging Markets Debt Fund and ING Greater China Fund) — Filed as an Exhibit to Post-Effective Amendment No. 110 to the Registrant’s Form N-1A Registration Statement on September 30, 2005 and incorporated herein by reference. |
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| (h) | Amendment No. 7 dated September 30, 2005 to the Amended and Restated Declaration of Trust (Class O shares for ING Global Equity Dividend Fund and ING Global Real Estate Fund) - Filed as an Exhibit to Post-Effective Amendment No. 110 to the Registrant’s Form N-1A Registration Statement on September 30, 2005 and incorporated herein by reference. |
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| (i) | Amendment No. 8 dated November 1, 2005 to the Amended and Restated Declaration of Trust (ING Diversified International Fund, ING Index Plus International Equity Fund, and ING International Capital Appreciation Fund) — Filed as an Exhibit to Post-Effective Amendment No. 111 to the Registrant’s Form N-1A Registration Statement on December 6, 2005 and incorporated herein by reference. |
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| (j) | Amendment No. 9 dated November 10, 2005 to the Amended and Restated Declaration of Trust (ING International Real Estate Fund) — Filed as an Exhibit to Post-Effective Amendment No. 111 to the Registrant’s Form N-1A Registration Statement on December 6, 2005 and incorporated herein by reference. |
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| (k) | Amendment No. 10 dated March 16, 2006 to the Amended and Restated Declaration of Trust |
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| (ING Global Bond Fund) — Filed as an Exhibit to Post-Effective Amendment No. 116 to the Registrant’s Form N-1A Registration Statement on June 19, 2006 and incorporated herein by reference. |
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| (l) | Amendment No. 11 dated May 25, 2006 to the Amended and Restated Declaration of Trust — Filed as an Exhibit to Post-Effective Amendment No. 116 to the Registrant’s Form N-1A Registration Statement on June 19, 2006 and incorporated herein by reference. |
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| (m) | Amendment No. 12 dated July 13, 2006 to the Amended and Restated Declaration of Trust (Class R shares for ING Diversified International Fund) — Filed as an Exhibit to Post-Effective Amendment No. 117 to the Registrant’s Form N-1A Registration Statement on August 14, 2006 and incorporated herein by reference. |
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| (n) | Amendment No. 13 dated October 9, 2006 to the Amended and Restated Declaration of Trust (name change - ING Global Natural Resources Fund, formerly ING Precious Metals Fund) — Filed as an Exhibit to Post-Effective Amendment No. 119 to the Registrant’s Form N-1A Registration Statement on December 7, 2006 and incorporated herein by reference. |
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| (o) | Amendment No. 14 dated November 9, 2006 to the Amended and Restated Declaration of Trust (ING International Value Opportunities Fund) — Filed as an Exhibit to Post-Effective Amendment No. 119 to the Registrant’s Form N-1A Registration Statement on December 7, 2006 and incorporated herein by reference. |
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| (p) | Amendment No. 15 dated November 9, 2006 to the Amended and Restated Declaration of Trust (authority to reclassify, reorganize, recapitalize, or convert issued or unissued interests of any class into interests of one or more other classes) — Filed as an Exhibit to Post-Effective Amendment No. 121 to the Registrant’s Form N-1A Registration Statement on February 23, 2007 and incorporated herein by reference. |
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| (q) | Amendment No. 16 dated November 9, 2006 to the Amended and Restated Declaration of Trust (abolishing Class M shares for ING Emerging Countries Fund) — Filed as an Exhibit to Post-Effective Amendment No. 121 to the Registrant’s Form N-1A Registration Statement on February 23, 2007 and incorporated herein by reference. |
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| (r) | Amendment No. 17 dated February 28, 2007 to the Amended and Restated Declaration of Trust (name change - ING International Growth Opportunities Fund, formerly ING International Fund) — Filed as an Exhibit to Post-Effective Amendment No. 121 to the Registrant’s Form N-1A Registration Statement on February 23, 2007 and incorporated herein by reference. |
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| (s) | Amendment No. 18 dated March 2, 2007 to the Amended and Restated Declaration of Trust (ING International Equity Dividend Fund) — Filed as an Exhibit to Post-Effective Amendment No. 124 to the Registrant’s Form N-1A Registration Statement on July 27, 2007 and incorporated herein by reference. |
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| (t) | Amendment No. 19 dated July 12, 2007 to the Amended and Restated Declaration of Trust (ING Asia-Pacific Real Estate Fund, ING European Real Estate Fund, and Class I shares for ING Global Equity Dividend Fund; and ING Global Natural Resources Fund; and Class O shares for ING Index Plus International Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 124 to the Registrant’s Form N-1A Registration Statement on July 27, 2007 and incorporated herein by reference. |
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| (u) | Amendment No. 20 dated September 12, 2007 to the Amended and Restated Declaration of |
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| Trust (Class W shares for ING Diversified International Fund, ING Emerging Countries Fund, ING Foreign Fund, ING Global Equity Dividend Fund, ING Global Natural Resources Fund, ING Global Real Estate Fund, ING International Equity Dividend Fund, ING International Real Estate Fund, and ING International SmallCap Fund) — Filed as an Exhibit to Post-Effective Amendment No. 128 to the Registrant’s Form N-1A Registration Statement on November 9, 2007 and incorporated herein by reference. |
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| (v) | Amendment No. 21 dated December 17, 2007 to the Amended and Restated Declaration of Trust (name change — ING International SmallCap Multi-Manager Fund, formerly ING International SmallCap Fund) — Filed as an exhibit to Post-Effective Amendment No. 131 to the Registrant’s Form N-1A Registration Statement on February 27, 2008 and incorporated herein by reference. |
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| (w) | Amendment No. 22 dated May 30, 2008 to the Amended and Restated Declaration of Trust (Class O shares for ING Diversified International Fund, ING Global Bond Fund, ING Greater China Fund, and ING International SmallCap Multi-Manager Fund) — Filed as an Exhibit to Post-Effective Amendment No. 132 to the Registrant’s Form N-1A Registration Statement on June 4, 2008 and incorporated herein by reference. |
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| (x) | Plan of Liquidation and Dissolution of Series with respect to ING International Value Opportunities Fund effective August 1, 2008 — Filed as an exhibit to Post-Effective Amendment No. 152 to the Registrant’s Form N-1A Registration Statement on September 30, 2011 and incorporated herein by reference. |
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| (y) | Amendment No. 23 effective September 27, 2008 to the Amended and Restated Declaration of Trust (dissolution of ING International Value Opportunities Fund) — Filed as an Exhibit to Post-Effective Amendment No. 134 to the Registrant’s Form N-1A Registration Statement on February 26, 2009 and incorporated herein by reference. |
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| (z) | Amendment No. 24 dated March 27, 2009 to the Amended and Restated Declaration of Trust (Class Q shares for ING International Capital Appreciation Fund) — Filed as an Exhibit to Post-Effective Amendment No. 135 to the Registrant’s Form N-1A Registration Statement on May 29, 2009 and incorporated herein by reference. |
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| (aa) | Amendment No. 25 dated May 14, 2009 to the Amended and Restated Declaration of Trust (Class W shares for ING Global Bond Fund, ING Global Value Choice Fund, and ING International Value Choice Fund) — Filed as an Exhibit to Post-Effective Amendment No. 135 to the Registrant’s Form N-1A Registration Statement on May 29, 2009 and incorporated herein by reference. |
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| (bb) | Plan of Liquidation and Dissolution of Series with respect to ING Disciplined International SmallCap Fund effective July 13, 2009 — Filed as an exhibit to Post-Effective Amendment No. 152 to the Registrant’s Form N-1A Registration Statement on September 30, 2011 and incorporated herein by reference. |
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| (cc) | Plan of Liquidation and Dissolution of Series with respect to ING Emerging Markets Fixed Income Fund effective July 13, 2009 — Filed as an exhibit to Post-Effective Amendment No. 152 to the Registrant’s Form N-1A Registration Statement on September 30, 2011 and incorporated herein by reference. |
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| (dd) | Amendment No. 26 effective August 10, 2009 to the Amended and Restated Declaration of Trust (dissolution of ING International Growth Opportunities Fund) — Filed as an Exhibit to Post-Effective Amendment No. 137 to the Registrant’s Form N-1A Registration Statement on |
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| September 29, 2009 and incorporated herein by reference. |
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| (ee) | Amendment No. 27 effective August 21, 2009 to the Amended and Restated Declaration of Trust (dissolution of ING Disciplined International SmallCap Fund and ING Emerging Markets Fixed Income Fund) — Filed as an Exhibit to Post-Effective Amendment No. 137 to the Registrant’s Form N-1A Registration Statement on September 29, 2009 and incorporated herein by reference. |
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| (ff) | Amendment No. 28 dated September 10, 2009 to the Amended and Restated Declaration of Trust (Class I shares for ING Russia Fund) — Filed as an Exhibit to Post-Effective Amendment No. 137 to the Registrant’s Form N-1A Registration Statement on September 29, 2009 and incorporated herein by reference. |
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| (gg) | Plan of Liquidation and Dissolution of Series with respect to ING International Equity Dividend Fund effective September 14, 2009 — Filed as an exhibit to Post-Effective Amendment No. 152 to the Registrant’s Form N-1A Registration Statement on September 30, 2011 and incorporated herein by reference. |
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| (hh) | Amendment No. 29 effective October 13, 2009 to the Amended and Restated Declaration of Trust (Class W shares for ING International Capital Appreciation Fund) — Filed as an Exhibit to Post-Effective Amendment No. 139 to the Registrant’s Form N-1A Registration Statement on February 25, 2010 and incorporated herein by reference. |
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| (ii) | Amendment No. 30 dated November 20, 2009 to the Amended and Restated Declaration of Trust (converting Class Q shares into Class W shares and abolishing Class Q shares for ING Foreign Fund, ING Global Natural Resources Fund, ING Global Value Choice Fund, ING International SmallCap Multi-Manager Fund, and ING Russia Fund) — Filed as an Exhibit to Post-Effective Amendment No. 139 to the Registrant’s Form N-1A Registration Statement on February 25, 2010 and incorporated herein by reference. |
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| (jj) | Amendment No. 31, effective March 5, 2010, to the Amended and Restated Declaration of Trust (converting Class Q shares into Class W shares and abolishing Class Q shares for ING Emerging Countries Fund and ING International Capital Appreciation Fund) — Filed as an Exhibit to Post-Effective Amendment No. 140 to the Registrant’s Form N-1A Registration Statement on September 30, 2010 and incorporated herein by reference. |
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| (kk) | Amendment No. 32 dated June 30, 2010 to Amended and Restated Declaration of Trust (name change — ING Global Opportunities Fund, formerly ING Foreign Fund) — Filed as an Exhibit to Post-Effective Amendment No. 140 to the Registrant’s Form N-1A Registration Statement on September 30, 2010 and incorporated herein by reference. |
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| (ll) | Amendment No. 33 dated September 30, 2010 to the Amended and Restated Declaration of Trust (Class I shares for ING International Growth Fund) — Filed as an Exhibit to Post-Effective Amendment No. 142 to the Registrant’s Form N-1A Registration Statement on December 6, 2010 and incorporated herein by reference. |
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| (mm) | Plan of Liquidation and Dissolution of Series with respect to ING Asia-Pacific Real Estate Fund effective November 26, 2010 — Filed as an exhibit to Post-Effective Amendment No. 152 to the Registrant’s Form N-1A Registration Statement on September 30, 2011 and incorporated herein by reference. |
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| (nn) | Plan of Liquidation and Dissolution of Series with respect to ING European Real Estate Fund |
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| effective November 26, 2010 — Filed as an exhibit to Post-Effective Amendment No. 152 to the Registrant’s Form N-1A Registration Statement on September 30, 2011 and incorporated herein by reference. |
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| (oo) | Amendment No. 34 dated November 18, 2010 to the Amended and Restated Declaration of Trust (Class I shares for ING International Core Fund) — Filed as an Exhibit to Post-Effective Amendment No. 144 to the Registrant’s Form N-1A Registration Statement on January 24, 2011 and incorporated herein by reference. |
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| (pp) | Amendment No. 35 dated May 19, 2011 to the Amended and Restated Declaration of Trust (Class R shares and Class W shares for certain ING Funds) — Filed as an Exhibit to Post-Effective Amendment No. 149 to the Registrant’s Form N-1A Registration Statement on July 28, 2011 and incorporated herein by reference. |
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| (qq) | Amendment No. 36 dated July 15, 2011 to the Amended and Restated Declaration of Trust (ING Emerging Markets Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 149 to the Registrant’s Form N-1A Registration Statement filed on July 28, 2011 and incorporated herein by reference. |
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| (rr) | Amendment No. 37 dated January 12, 2012 to the Amended and Restated Declaration of Trust (Class B shares for ING Emerging Markets Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 157 to the Registrant’s Form N-1A Registration Statement on February 27, 2012 and incorporated herein by reference. |
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| (ss) | Amendment No. 38 dated February 29, 2012 to the Amended and Restated Declaration of Trust (name change — ING International Small Cap Fund, formerly ING International SmallCap Multi-Manager Fund) — Filed as an Exhibit to Post-Effective Amendment No. 157 to the Registrant’s Form N-1A Registration Statement on February 27, 2012 and incorporated herein by reference. |
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| (tt) | Plan of Liquidation and Dissolution of Series with respect to ING International Capital Appreciation Fund, effective January 17, 2012 — Filed as an Exhibit to Post-Effective Amendment No. 157 to the Registrant’s Form N-1A Registration Statement on February 27, 2012 and incorporated herein by reference. |
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| (uu) | Amendment No. 39 dated July 12, 2012 to the Amended and Restated Declaration of Trust (ING Diversified Emerging Markets Debt Fund) — Filed as an Exhibit to Post-Effective Amendment No. 165 to the Registrant’s Form N-1A Registration Statement on October 31, 2012 and incorporated herein by reference. |
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| (vv) | Amendment No. 40 effective July 23, 2012 to the Amended and Restated Declaration of Trust (dissolving ING Emerging Countries Fund) — Filed as an Exhibit to Post-Effective Amendment No. 165 to the Registrant’s Form N-1A Registration Statement on October 31, 2012 and incorporated herein by reference. |
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| (ww) | Amendment No. 41 dated August 1, 2012 to the Amended and Restated Declaration of Trust (Class W shares for ING International Core Fund) — Filed as an Exhibit to Post-Effective Amendment No. 160 to the Registrant’s Form N-1A Registration Statement on August 7, 2012 and incorporated herein by reference. |
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| (xx) | Amendment No. 42 dated September 6, 2012 to the Amended and Restated Declaration of Trust (Class R6 shares for ING Global Bond Fund and ING Global Real Estate Fund) — Filed as an |
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| Exhibit to Post-Effective Amendment No. 170 to the Registrant’s Form N-1A Registration Statement on December 21, 2012 and incorporated herein by reference. |
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| (yy) | Amendment No. 43 dated November 14, 2012 to the Amended and Restated Declaration of Trust (name change — ING International Value Equity Fund, formerly ING Global Value Choice Fund) —Filed as an Exhibit to Post-Effective Amendment No. 170 to the Registrant’s Form N-1A Registration Statement on December 21, 2012 and incorporated herein by reference. |
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| (zz) | Amendment No. 44 dated November 15, 2012 to the Amended and Restated Declaration of Trust (name change — ING Emerging Markets Equity Dividend Fund, formerly ING Greater China Fund) — Filed as an Exhibit to Post-Effective Amendment No. 170 to the Registrant’s Form N-1A Registration Statement on December 21, 2012 and incorporated herein by reference. |
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| (aaa) | Amendment No. 45 dated November 29, 2012 to the Amended and Restated Declaration of Trust (Class P shares for ING Global Bond Fund) — Filed as an Exhibit to Post-Effective Amendment No. 167 to the Registrant’s Form N-1A Registration Statement on November 30, 2012 and incorporated herein by reference. |
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| (bbb) | Amendment No. 46 dated January 10, 2013 to the Amended and Restated Declaration of Trust (ING Global Perspectives Fund) — Filed as an Exhibit to Post-Effective Amendment No. 174 to the Registrant’s Form N-1A Registration Statement on February 27, 2013 and incorporated herein by reference. |
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| (ccc) | Plan of Liquidation and Dissolution of Series with respect to ING Index Plus International Equity Fund, effective December 7, 2012 — Filed as an Exhibit to Post-Effective Amendment No. 174 to the Registrant’s Form N-1A Registration Statement on February 27, 2013 and incorporated herein by reference. |
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| (ddd) | Amendment No. 47 dated July 1, 2013 to the Amended and Restated Declaration of Trust (name change — ING Multi-Manager International Equity Fund, formerly ING International Growth Fund) — Filed as an Exhibit to Post-Effective Amendment No. 183 to the Registrant’s Form N-1A Registration Statement on December 16, 2013 and incorporated herein by reference. |
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| (eee) | Amendment No. 48 effective July 15, 2013 to the Amended and Restated Declaration of Trust (dissolution of ING International Value Choice Fund) — Filed as an Exhibit to Post-Effective Amendment No. 183 to the Registrant’s Form N-1A Registration Statement on December 16, 2013 and incorporated herein by reference. |
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| (fff) | Amendment No. 49 dated November 21, 2013 to the Amended and Restated Declaration of Trust (Class A, Class B, Class C, Class O, Class R, and Class W shares for ING Multi-Manager International Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 184 to the Registrant’s Form N-1A Registration Statement on February 26, 2014 and incorporated herein by reference. |
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| (ggg) | Amendment No. 50 dated May 1, 2014 to the Amended and Restated Declaration of Trust (name change of each existing series of the Trust) — Filed as an Exhibit to Post-Effective Amendment No. 186 to the Registrant’s Form N-1A Registration Statement on July 14, 2014 and incorporated herein by reference. |
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| (hhh) | Amendment No. 51 dated May 22, 2014 to the Amended and Restated Declaration of Trust (Class R6 shares for Voya Global Real Estate Fund) — Filed as an Exhibit to Post-Effective Amendment No. 186 to the Registrant’s Form N-1A Registration Statement on July 14, 2014 |
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| and incorporated herein by reference. |
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| (iii) | Amendment No. 52 effective October 1, 2014 to the Amended and Restated Declaration of Trust (abolition of Class B, Class C, and Class R shares of Voya Global Natural Resources Fund) — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. |
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| (jjj) | Amendment No. 53 effective November 24, 2014 to the Amended and Restated Declaration of Trust (dissolution of Voya Global Opportunities Fund) — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. |
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| (kkk) | Amendment No. 54 dated December 1, 2014 to the Amended and Restated Declaration of Trust (name change — Voya Global Value Advantage Fund, formerly Voya International Value Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. |
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| (lll) | Amendment No. 55 effective May 26, 2015 to the Amended and Restated Declaration of Trust (dissolution of Voya Global Natural Resources Fund) — Filed as an Exhibit to Post-Effective Amendment No. 192 to the Registrant’s Form N-1A Registration Statement on February 25, 2016 and incorporated herein by reference. |
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| (mmm) | Plan of Liquidation and Dissolution of Series with respect to Voya Emerging Markets Equity Dividend Fund, effective January 15, 2016 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (nnn) | Amendment No. 56 dated May 1, 2016 to the Amended and Restated Declaration of Trust (name change — Voya Global Equity Fund, formerly Voya Global Value Advantage Fund) — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ooo) | Amendment No. 57 dated September 15, 2016 to the Amended and Restated Declaration of Trust (Voya Global Corporate Leaders® 100 Fund and Voya Global High Dividend Low Volatility Fund) — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ppp) | Amendment No. 58 dated November 17, 2016 to the Amended and Restated Declaration of Trust (Voya CBRE Global Infrastructure Fund and Voya CBRE Long/Short Fund) — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (qqq) | Amendment No. 59 dated January 12, 2017 to the Amended and Restated Declaration of Trust (Class T shares for Voya CBRE Global Infrastructure Fund, Voya CBRE Long/Short Fund, Voya Diversified Emerging Markets Debt Fund, Voya Global Bond Fund, Voya Global Corporate Leaders® 100 Fund, Voya Global Equity Fund, Voya Global High Dividend Low Volatility Fund, Voya Global Perspectives® Fund, Voya Global Real Estate Fund, and Voya International Real Estate Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (rrr) | Amendment No. 60 dated January 20, 2017 to the Amended and Restated Declaration of Trust |
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| (name change — Voya Multi-Manager International Factors Funds, formerly International Core Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. | |
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(2) | (a) | Amended Bylaws of Registrant (Nicholas-Applegate Mutual Funds) dated December 18, 1992 - Filed as an Exhibit to Post-Effective Amendment No. 101 to the Registrant’s Form N-1A Registration Statement on February 13, 2004 and incorporated herein by reference. | |
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| (b) | Amendment to Section 2.5 of Bylaws of Registrant — Filed as an Exhibit to Post-Effective Amendment No. 30 to the Registrant’s Form N-1A Registration Statement on June 4, 1996 and incorporated herein by reference. | |
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(3) | Not Applicable | ||
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(4) |
| Agreement and Plan of Reorganization by and among Voya Mutual Funds, on behalf of Voya CBRE Global Infrastructure Fund, The Advisors’ Inner Circle Fund, on behalf of CBRE Clarion Global Infrastructure Value Fund, Voya Investments, LLC and CBRE Clarion Securities, LLC — Attached as Appendix A to the Proxy Statement/Prospectus. | |
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(5) | Not Applicable | ||
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(6) | (a) | Amended and Restated Investment Management Agreement between Voya Mutual Funds and Voya Investments, LLC effective November 18, 2014, as amended and restated on May 1, 2015 — Filed as an Exhibit to Post-Effective Amendment No. 192 to the Registrant’s Form N-1A Registration Statement on February 25, 2016 and incorporated herein by reference. | |
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| (i) | Reduction letter dated March 1, 2017 with respect to the Amended and Restated Investment Management Agreement between Voya Mutual Funds and Voya Investments, LLC effective November 18, 2014, as amended and restated on May 1, 2015 for the period from March 1, 2017 through March 1, 2018 (Voya Multi-Manager International Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (ii) | Waiver Letter dated March 1, 2017 with respect to the Amended and Restated Investment Management Agreement between Voya Mutual Funds and Voya Investments, LLC effective November 18, 2014, as amended and restated on May 1, 2015 for the period from March 1, 2017 through March 1, 2018 (Class P shares of Voya Global Bond Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (iii) | Reduction letter dated March 1, 2017 with respect to the Investment Management Agreement between Voya Mutual Funds and Voya Investments, LLC effective November 18, 2014, as amended and restated on May 1, 2015 for the period from March 1, 2017 through March 1, 2018 (Voya Multi-Manager International Small Cap Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (iv) | Reduction letter dated March 1, 2017 with respect to the Investment Management Agreement between Voya Mutual Funds and Voya Investments, LLC effective November 18, 2014, as amended and restated on May 1, 2015 for the period from March 1, 2017 through March 1, 2018 (Voya Multi-Manager Emerging Markets Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration |
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| Statement on February 24, 2017 and incorporated herein by reference. |
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| (v) | Amended Schedule A, effective January 20, 2017, to the Investment Management Agreement between Voya Mutual Funds and Voya Investments, LLC effective November 18, 2014, as amended and restated on May 1, 2015 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (vi) | Amended Schedule A, effective May 15, 2017, to the Investment Management Agreement between Voya Mutual Funds and Voya Investments, LLC effective November 18, 2014, as amended and restated on May 1, 2015 — Filed as an Exhibit to Post-Effective Amendment No. 198 to the Registrant’s Form N-1A Registration Statement on February 13, 2017 and incorporated herein by reference. |
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| (b) | Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 189 to the Registrant’s Form N-1A Registration Statement on February 25, 2015 and incorporated herein by reference. | |
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| (i) | First Amendment effective May 22, 2015 to Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. |
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| (ii) | Amended Schedule A, effective January 20, 2017, to the Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (c) | Sub-Advisory Agreement between Voya Investments, LLC and NNIP Advisors B.V. (Voya Emerging Markets Equity Dividend Fund and Voya Russia Fund) effective January 8, 2016 — Filed as an Exhibit to Post-Effective Amendment No. 192 to the Registrant’s Form N-1A Registration Statement on February 25, 2016 and incorporated herein by reference. | |
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| (i) | Termination Letter dated February 2, 2016 with regard to Voya Emerging Markets Equity Dividend Fund effective April 8, 2016 — Filed as an Exhibit to Post-Effective Amendment No. 192 to the Registrant’s Form N-1A Registration Statement on February 25, 2016 and incorporated herein by reference. |
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| (d) | Sub-Advisory Agreement between Voya Investments, LLC and NNIP Advisors B.V. effective January 8, 2016 (Voya Global Equity Dividend Fund) — Filed as an Exhibit to Post-Effective Amendment No. 192 to the Registrant’s Form N-1A Registration Statement on February 25, 2016 and incorporated herein by reference. | |
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| (e) | Amended and Restated Sub-Advisory Agreement between Voya Investments, LLC and CBRE Clarion Securities LLC (Voya International Real Estate Fund, Voya Global Real Estate Fund, Voya CBRE Global Infrastructure Fund, and Voya CBRE Long/Short Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. | |
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| (f) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Acadian Asset Management LLC effective November 18, 2014 — Filed as an Exhibit to Post-Effective |
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| Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (g) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Baillie Gifford Overseas Limited effective November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (i) | Side Letter dated February 2015 to Sub-Advisory Agreement between Voya Investments, LLC and Baillie Gifford Overseas Limited effective November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 192 to the Registrant’s Form N-1A Registration Statement on February 25, 2016 and incorporated herein by reference. |
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| (h) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and T. Rowe Price Associates, Inc. effective November 18, 2014 (Voya Multi-Manager International Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (i) | Termination Letter, dated November 17, 2016, with regard to Voya Multi-Manager International Equity Fund effective January 20, 2017 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (i) | Sub-Sub-Advisory Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price International Ltd dated May 13, 2013 (Voya Multi-Manager International Equity Fund, formerly ING International Growth Fund) — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (j) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Wellington Management Company, LLP effective November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (i) | Termination Letter, dated November 17, 2016, with regard to Voya International Core Fund effective January 20, 2017 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amended Schedule A with respect to the Sub-Advisory Agreement between Voya Investments, LLC and Wellington Management Company LLP dated November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (k) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Delaware Investments Fund Advisers effective November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (i) | Amendment (with redaction) effective July 1, 2015 to Sub-Advisory Agreement between Voya Investments, LLC and Delaware Investments Fund Advisers effective November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form |
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| N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. |
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| (l) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and J.P. Morgan Investment Management Inc. effective November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (i) | Termination Letter, dated November 17, 2016, with regard to Voya Multi-Manager International Equity Fund effective January 20, 2017 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (m) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Lazard Asset Management LLC effective November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (n) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Polaris Capital Management, LLC effective January 20, 2017 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. | |
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| (o) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Van Eck Associates Corporation dated August 24, 2015 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (p) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and Victory Capital Management Inc. dated March 2, 2015 — Filed as an Exhibit to Post-Effective Amendment No. 191 to the Registrant’s Form N-1A Registration Statement on December 23, 2015 and incorporated herein by reference. | |
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| (q) | Sub-Advisory Agreement (with redaction) between Voya Investments, LLC and PanAgora Asset Management, Inc. effective January 20, 2017 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. | |
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| (r) | Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds effective January 1, 2016 (Voya Global Equity Dividend Fund) — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. | |
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| (i) | Waiver Letter dated March 1, 2016, between Voya Investments, LLC and Voya Mutual Funds for the period from March 1, 2017 through March 1, 2018 (Voya Global Equity Dividend Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (s) | Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds effective January 1, 2016 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (i) | Amended Schedule A, effective January 20, 2017, to the Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds, effective January 1, 2016 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (ii) | Side Letter Agreement dated March 1, 2017 to the Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds for the period from March 1, 2017 through March 1, 2018 (Voya Diversified International Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (iii) | Side Letter Agreement dated March 1, 2017 to the Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds for the period from March 1, 2017 through March 1, 2018 (Voya Multi-Manager Emerging Markets Equity Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (iv) | Side Letter Agreement dated March 1, 2017 to the Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds for the period from March 1, 2017 through March 1, 2018 (Voya Multi-Manager International Small Cap Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (v) | Side Letter Agreement dated March 1, 2017 to the Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds for the period from March 1, 2017 through March 1, 2018 (Voya Russia Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (vi) | Amended Schedule A, effective May 15, 2017, to the Expense Limitation Agreement between Voya Investments, LLC and Voya Mutual Funds, effective January 1, 2016 — Filed as an Exhibit to Post-Effective Amendment No. 198 to the Registrant’s Form N-1A Registration Statement on February 13, 2017 and incorporated herein by reference. |
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| (t) | Expense Limitation Agreement between Voya Investments, LLC, Voya Mutual Funds and CBRE Clarion Securities LLC effective January 1, 2016 (Voya International Real Estate Fund) — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. | |
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| (i) | Side Letter Agreement dated March 1, 2017 to the Expense Limitation Agreement between Voya Investments, LLC, Voya Mutual Funds and CBRE Clarion Securities LLC (Voya International Real Estate Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (u) | Amended and Restated Expense Limitation Agreement between Voya Investments, LLC, Voya Investment Distributor, LLC and Voya Mutual Funds, effective January 1, 2016, as amended and restated March 27, 2017 (Voya Global Equity Fund, formerly Voya Global Value Advantage Fund) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
(7) | (a) | Underwriting Agreement between Voya Mutual Funds and Voya Investments Distributor, LLC dated November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A, effective December 5, 2016, to the Underwriting Agreement between Voya Mutual Funds and Voya Investments Distributor, LLC dated November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amended Schedule A, effective May 15, 2017, to the Underwriting Agreement between Voya Mutual Funds and Voya Investments Distributor, LLC dated November 18, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 198 to the Registrant’s Form N-1A Registration Statement on February 13, 2017 and incorporated herein by reference. |
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(8) | Not Applicable | ||
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(9) | (a) | Custody Agreement with The Bank of New York Mellon dated January 6, 2003 - Filed as an Exhibit to Post-Effective Amendment No. 101 to the Registrant’s Form N-1A Registration Statement on February 13, 2004 and incorporated herein by reference. | |
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| (i) | Amended Exhibit A, effective December 5, 2016, to the Custody Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amended Exhibit A dated May 15, 2017 to the Custody Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (b) | Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 99 to the Registrant’s Form N-1A Registration Statement on August 29, 2003 and incorporated herein by reference. | |
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| (i) | Amended Exhibit A, effective December 5, 2016, to the Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amended Schedule 2 dated June 4, 2008 to the Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 135 to the Registrant’s Form N-1A Registration Statement on May 29, 2009 and incorporated herein by reference. |
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| (iii) | Amended Exhibit A dated May 15, 2017 to the Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (c) | Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 111 to the Registrant’s Form N-1A |
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| Registration Statement on February 13, 2004 and incorporated herein by reference. | |
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| (i) | Amended Exhibit A, effective December 5, 2016, to the Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amended Exhibit A dated May 15, 2017 to the Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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(10) | (a) | Third Amended and Restated Service and Distribution Plan (Class A shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A, dated December 5, 2016, with respect to the Third Amended and Restated Service and Distribution Plan (Class A shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amended Schedule A, effective May 15, 2017, with respect to the Third Amended and Restated Service and Distribution Plan (Class A shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 198 to the Registrant’s Form N-1A Registration Statement on February 13, 2017 and incorporated herein by reference. |
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| (b) | Third Amended and Restated Service and Distribution Plan (Class B shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A November 17, 2016 to the Third Amended and Restated Service and Distribution Plan (Class B shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (c) | Third Amended and Restated Service and Distribution Plan (Class C shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A dated November 17, 2016 to the Third Amended and Restated Service and Distribution Plan (Class C shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (d) | Second Amended and Restated Service and Distribution Plan (Class A shares for Voya Global Natural Resources Fund and Voya Russia Fund) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A dated September 10, 2015 to the Second Amended and Restated Service and Distribution Plan (Class A shares for Voya Russia Fund) — Filed as an Exhibit to Post-Effective Amendment No. 192 to the Registrant’s Form N-1A Registration |
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| Statement on February 25, 2016 and incorporated herein by reference. |
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| (e) | Second Amended and Restated Shareholder Servicing Plan (Class A, Class B, and Class C shares for Voya Global Real Estate Fund) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (f) | Second Amended and Restated Service and Distribution Plan (Class B shares for Voya Global Natural Resources Fund and Voya Russia Fund) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A dated October 1, 2014 to the Second Amended and Restated Service and Distribution Plan (Class B shares for Voya Russia Fund) — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. |
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| (g) | Second Amended and Restated Distribution Plan (Class B shares for Voya Global Real Estate Fund) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (h) | Second Amended and Restated Service and Distribution Plan (Class C shares for Voya Global Natural Resources Fund and Voya Russia Fund) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A dated October 1, 2014 to the Second Amended and Restated Service and Distribution Plan (Class C shares for Voya Russia Fund) — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. |
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| (i) | Second Amended and Restated Distribution Plan (Class C shares for Voya Global Real Estate Fund) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (j) | Second Amended and Restated Shareholder Services Plan (Class O shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (k) | Second Amended and Restated Shareholder Service and Distribution Plan (Class R shares) dated September 12, 2014 — Filed as an Exhibit to Post-Effective Amendment No. 188 to the Registrant’s Form N-1A Registration Statement on December 22, 2014 and incorporated herein by reference. | |
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| (i) | Amended Schedule A dated November 17, 2016 to the Second Amended and Restated Shareholder Service and Distribution Plan (Class R shares) — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (l) | Eleventh Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3, dated January 20, |
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| 2017 — Filed as an Exhibit to Post-Effective Amendment No. 198 to the Registrant’s Form N-1A Registration Statement on February 13, 2017 and incorporated herein by reference. | |
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| (i) | Amended Schedule A and Amended Schedule B, last amended December 5, 2016, with respect to the Eleventh Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3, dated January 20, 2017 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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(11) | Opinion and Consent of Counsel — Filed as an Exhibit to the Registrant’s Form N-14 Registration Statement on February 13, 2017 and incorporated by reference. | ||
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(12) | Opinion and Consent of Counsel Supporting Tax Matters and Consequences — Filed herein. | ||
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(13) | (a) | Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) and Voya Mutual Funds dated February 25, 2009 — Filed as an Exhibit to Post-Effective Amendment No. 135 to the Registrant’s Form N-1A Registration Statement on May 29, 2009 and incorporated herein by reference. | |
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| (i) | Amended Exhibit A, effective December 5, 2016, to the Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. and Voya Mutual Funds dated February 25, 2009 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amendment, effective February 8, 2011, to the Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. and Voya Mutual Funds dated February 25, 2009 — Filed as an Exhibit to Post-Effective Amendment No. 149 to the Registrant’s Form N-1A Registration Statement on July 28, 2011 and incorporated herein by reference. |
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| (iii) | Amended Exhibit A dated May 15, 2017 to the Transfer Agency Services Agreement between BNY Mellon Investment Servicing (US) Inc. and Voya Mutual Funds dated February 25, 2009 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
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| (b) | Fund Accounting Agreement with The Bank of New York Melon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 101 to the Registrant’s Form N-1A Registration Statement on February 13, 2004 and incorporated herein by reference. | |
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| (i) | Amended Exhibit A, effective December 5, 2016, to the Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 195 to the Registrant’s Form N-1A Registration Statement on December 2, 2016 and incorporated herein by reference. |
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| (ii) | Amended Exhibit A to the Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 — Filed as an Exhibit to Post-Effective Amendment No. 199 to the Registrant’s Form N-1A Registration Statement on February 24, 2017 and incorporated herein by reference. |
| (c) | Form of Indemnification Agreement between Voya Mutual Funds and CBRE Clarion Securities LLC — Filed as an Exhibit to Post-Effective Amendment No. 198 to the Registrant’s Form N-1A Registration Statement on February 13, 2017 and incorporated herein by reference. | |
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(14) | (a) | Consent of KPMG LLP — Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Form N-14 Registration Statement on April 7, 2017. | |
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| (b) | Consent of BBD, LLP — Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Form N-14 Registration Statement on April 7, 2017. | |
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(15) | Not applicable. | ||
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(16) | Powers of Attorney — Filed as an Exhibit to the Registrant’s Form N-14 Registration Statement on February 13, 2017 and incorporated herein by reference. | ||
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(17) | Not applicable. |
ITEM 17. UNDERTAKINGS
1. The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act (17 CFR 230.145(c)), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
2. The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
3. The undersigned registrant undertakes to file a post-effective amendment to this registration statement upon the closing of the reorganization described in this registration statement that contains an opinion of counsel supporting the tax matters.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement on Form N-14 has been duly signed on its behalf by the undersigned, thereunto duly authorized, in the city of Scottsdale and State of Arizona on the 17th day of August 2017.
| Voya Mutual Funds | |
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| By: | /s/ Huey P. Falgout, Jr. |
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| Huey P. Falgout, Jr. |
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| Secretary |
Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
| Title |
| Date |
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| Interested Trustee and President and Chief Executive Officer |
| August 17, 2017 |
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Shaun P. Mathews* |
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| Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary |
| August 17, 2017 |
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Todd Modic* |
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| Trustee |
| August 17, 2017 |
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Colleen D. Baldwin* |
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| Trustee |
| August 17, 2017 |
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John V. Boyer* |
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| Trustee |
| August 17, 2017 |
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Patricia W. Chadwick* |
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| Trustee |
| August 17, 2017 |
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Peter S. Drotch* |
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| Trustee |
| August 17, 2017 |
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Martin J. Gavin* |
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| Trustee |
| August 17, 2017 |
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Russell H. Jones* |
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| Trustee |
| August 17, 2017 |
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Patrick W. Kenny* |
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| Trustee |
| August 17, 2017 |
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Joseph E. Obermeyer* |
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| Trustee |
| August 17, 2017 |
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Sheryl K. Pressler* |
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| Trustee |
| August 17, 2017 | |
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Christopher P. Sullivan* |
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| Trustee |
| August 17, 2017 | |
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Roger B. Vincent* |
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* By: | /s/ Huey P. Falgout, Jr. |
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| Huey P. Falgout, Jr. |
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| Attorney-in-Fact** |
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** Powers of Attorney for Todd Modic and each Trustee — Filed as an Exhibit to the Registrant’s Form N-14 Registration Statement on February 13, 2017 and incorporated herein by reference.
EXHIBIT INDEX
EXHIBIT NUMBER |
| EXHIBIT DESCRIPTION |
(12) |
| Opinion and Consent of Counsel Supporting Tax Matters and Consequences |