Notice2022-09946
Voya Russia Fund, a Series of Voya Mutual Funds, and Voya Investments, LLC; Notice of Application and Temporary Order
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
May 10, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 90 (Tuesday, May 10, 2022)</title>
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[Federal Register Volume 87, Number 90 (Tuesday, May 10, 2022)]
[Notices]
[Pages 28080-28081]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-09946]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34578; File No. 812-15333]
Voya Russia Fund, a Series of Voya Mutual Funds, and Voya
Investments, LLC; Notice of Application and Temporary Order
May 4, 2022.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application and a temporary order under Section
22(e)(3) of the Investment Company Act of 1940 (the ``Act'').
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SUMMARY OF APPLICATION: Applicants request a temporary order to permit
Voya Russia Fund (the ``Fund''), a series of Voya Mutual Funds (the
``Trust''), to suspend the right of redemption of its outstanding
redeemable securities and postpone the date of payment of redemption
proceeds with respect to redemption orders received but not yet paid.
APPLICANTS: The Trust, on behalf of the Fund, and Voya Investments,
LLC, the Fund's investment adviser (``Adviser'' and together with the
Trust, the ``Applicants'').
FILING DATE: The application was filed on May 4, 2022.
HEARING OR NOTIFICATION OF HEARING: Interested persons may request a
hearing by emailing to the Commission's Secretary at <a href="/cdn-cgi/l/email-protection#d685b3b5a4b3a2b7a4afa5fb99b0b0bfb5b396a5b3b5f8b1b9a0"><span class="__cf_email__" data-cfemail="db88beb8a9beafbaa9a2a8f694bdbdb2b8be9ba8beb8f5bcb4ad">[email protected]</span></a> and serving Applicants with a copy of the request by
email, if an email address is listed for the relevant Applicant below,
or personally or by mail, if a physical address is listed for the
relevant Applicant below. Hearing requests should be received by the
Commission by 5:30 p.m. on May 31, 2022, and should be accompanied by
proof of service on Applicants, in the form of an affidavit or, for
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the
Commission's Secretary at <a href="/cdn-cgi/l/email-protection#ecbf898f9e89988d9e959fc1a38a8a858f89ac9f898fc28b839a"><span class="__cf_email__" data-cfemail="3665535544534257444f451b7950505f55537645535518515940">[email protected]</span></a>.
ADDRESSES: The Commission: <a href="/cdn-cgi/l/email-protection#b9eadcdacbdccdd8cbc0ca94f6dfdfd0dadcf9cadcda97ded6cf"><span class="__cf_email__" data-cfemail="c192a4a2b3a4b5a0b3b8b2ec8ea7a7a8a2a481b2a4a2efa6aeb7">[email protected]</span></a>. Applicants:
Timothy W. Diggins, Esq. and Elizabeth J. Reza, Esq., Ropes & Gray LLP,
Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600, with
copies to Huey P. Falgout, Jr., Esq., Voya Investments, LLC, 7337 East
Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258.
FOR FURTHER INFORMATION CONTACT: Christopher D. Carlson, Senior
Counsel, Kaitlin Bottock, Branch Chief, or Nadya Roytblat, Assistant
Chief Counsel, at (202) 551-6825 (Division of Investment Management,
Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: For Applicants' representations, legal
analysis, and conditions, please refer to Applicants' application,
dated May 4, 2022, which may be obtained via the Commission's website
by searching for the file number at the top of this document, or for an
Applicant using the Company name search field, on the SEC's EDGAR
system. The SEC's EDGAR system may be searched at <a href="https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html">https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html</a>. You may also call the
SEC's Public Reference Room at (202) 551-8090.
Background
1. The Trust is registered under the Act as an open-end series
management investment company. Adviser is the investment adviser to the
Fund, a series of the Trust. Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940.
2. Applicants state that the request for relief arises from the
effect of geopolitical affairs on transactions in the Russian equity
markets and on the relevant markets for Russian equity securities
generally, and on related clearance and payment systems. As a result of
these geopolitical affairs, virtually all of the Fund's direct and
indirect holdings of Russian equity securities have become illiquid and
are fair valued at zero ($0.00).
3. If the order requested in the Application is granted, the Fund
will distribute in liquidation all of its liquid assets to
shareholders, less a reserve in an amount estimated to meet the costs
of the liquidation and the continued limited operation of the Fund
through its final termination. Following that distribution, the Fund
will have no assets of value (other than the amount so held in
reserve), and the Fund's positions in Russian securities will not be
transferable by the Fund. If some or all of those Russian securities
were at some point before the Fund's final termination determined to
have a non-zero value, it is possible that they would continue to not
be transferable at that time.
4. Applicants believe the requested relief will permit the Fund to
liquidate its holdings in the manner described above without the risk
that it might be required to meet redemption requests submitted
potentially out of the reserve or otherwise when the Fund would have no
or few assets to meet the redemption requests. In addition, applicants
state that suspension of redemptions prior to the initial distribution
in liquidation will ensure that shareholders submitting such redemption
requests will participate in the liquidation and also will be entitled
to share both in the May 2022 liquidating distribution and any
subsequent liquidating distribution.
Relief Requested
1. Applicants request an order pursuant to Section 22(e) of the Act
to suspend the right of redemption with respect to shares of the Fund
effective
[[Page 28081]]
May 4, 2022, and postpone the date of payment of redemption proceeds
with respect to redemption orders received on or after April 27, 2022
but not yet paid as of May 4, 2022, for more than seven days after the
tender of securities to the Fund, until the Fund completes the
liquidation of its portfolio and distributes all its assets to the
shareholders, or until the Commission rescinds the order granted
herein. Applicants believe that the relief requested is appropriate for
the protection of shareholders of the Fund.
Applicants' Legal Analysis
1. Section 22(e)(1) of the Act provides that a registered
investment company may not suspend the right of redemption or postpone
the date of payment or satisfaction upon redemption of any redeemable
security in accordance with its terms for more than seven days after
the tender of such security to the company or its designated agent
except for any period during which the New York Stock Exchange
(``NYSE'') is closed other than customary week-end and holiday
closings, or during which trading on the NYSE is restricted.
2. Section 22(e)(3) of the Act provides that redemptions may be
suspended by a registered investment company for such other periods as
the Commission may by order permit for the protection of security
holders of the registered investment company.
3. Applicants submit that granting the requested relief would be
for the protection of the shareholders of the Fund, as provided in
Section 22(e)(3) of the Act. Applicants assert that, in requesting an
order by the Commission, the Applicants' goal is to ensure that the
Fund's shareholders will be treated appropriately in view of the
otherwise detrimental effect on the Fund of the illiquidity of the
Fund's investments and the ongoing uncertainty surrounding the relevant
markets for the Russian equity securities held by the Fund. The
requested relief is intended to permit an orderly liquidation of the
Fund's portfolio and ensure that all of the Fund's shareholders are
protected in the process.
Applicants' Conditions
Applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:
1. The Board, including a majority of the independent Trustees,
will adopt or has adopted the Plan of Liquidation for the orderly
liquidation of Fund assets and distribution of appropriate payments to
Fund shareholders.
2. Pending liquidating distributions, the Fund will invest proceeds
of cash dispositions of portfolio securities solely in U.S. government
securities, money market funds that are registered under the 1940 Act
and comply with the requirements of Rule 2a-7 under that Act, cash
equivalents, securities eligible for purchase by a registered money
market fund meeting the requirements of Rule 2a-7 under the 1940 Act
with legal maturities not in excess of 90 days and, if determined to be
necessary to protect the value of a portfolio position in a rights
offering or other dilutive transaction, additional securities of the
affected issuer.
3. The Fund's assets will be distributed to the Fund's shareholders
solely in accordance with the Plan of Liquidation.
4. The Fund and the Adviser will make and keep true, accurate and
current all appropriate records, including but not limited to those
surrounding the events leading to the requested relief, the Plan of
Liquidation, the sale of Fund portfolio securities, the distribution of
Fund assets, and communications with shareholders (including any
complaints from shareholders and responses thereto).
5. The Fund and the Adviser will promptly make available to
Commission staff all files, books, records and personnel, as requested,
relating to the Fund.
6. The Fund and the Adviser will provide periodic reporting to
Commission staff regarding their activities carried out pursuant to the
Plan of Liquidation.
7. The Adviser, its affiliates, and its and their associated
persons will not receive any fee for managing the Fund.
8. The Fund will be in liquidation and will not be engaged and does
not propose to engage in any business activities other than those
necessary for the protection of its assets, the protection of
shareholders and the winding-up of its affairs, as contemplated by the
Plan of Liquidation.
9. The Fund and the Adviser will appropriately convey accurate and
timely information to shareholders of the Fund, before or promptly
following the effective date of the liquidation, with regard to the
status of the Fund and its liquidation (including posting such
information on the Fund's website), and will thereafter from time to
time do so to reflect material developments relating to the Fund or its
status, including, without limitation, information concerning the dates
and amounts of distributions, and press releases and periodic reports,
and will maintain a toll-free number to respond to shareholder
inquiries.
10. The Fund and the Adviser shall consult with Commission staff
prior to making any material amendments to the Plan of Liquidation.
Commission Finding
Based on the representations and conditions in the application, the
Commission permits the temporary suspension of the right of redemption
for the protection of the Fund's security holders. Under the
circumstances described in the application, which require immediate
action to protect the Fund's security holders, the Commission concludes
that it is not practicable to give notice or an opportunity to request
a hearing before issuing the order.
Accordingly, in the matter of Voya Russia Fund, a series of Voya
Mutual Funds, and Voya Investments, LLC (File No. 812-15333),
It is ordered, pursuant to Section 22(e)(3) of the Act, that the
requested relief from Section 22(e) of the Act is granted with respect
to the Fund until it has liquidated, or until the Commission rescinds
the order granted herein. This order shall be in effect as of May 4,
2022, with suspension of redemption rights as requested by the
Applicants to be effective as of May 4, 2022 and the postponement of
payment of redemption proceeds to apply to redemption orders received
on or after April 27, 2022 but not yet paid as of May 4, 2022.
By the Commission.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-09946 Filed 5-9-22; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on May 10, 2022.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.