[Federal Register Volume 87, Number 90 (Tuesday, May 10, 2022)]
[Notices]
[Pages 28080-28081]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. 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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