28080 Federal Register / Vol. 87, No. 90 / Tuesday, May 10, 2022 / Notices 

18 17 CFR 200.30–3(a)(12). 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–PEARL–2022–15, and 

should be submitted on or before May 

31, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–09961 Filed 5–9–22; 8:45 am] 

BILLING CODE 8011–01–P 

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’’). 

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 SecretarysOffice@sec.gov 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 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. 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 nonzero 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 


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Federal Register / Vol. 87, No. 90 / Tuesday, May 10, 2022 / Notices 28081 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94843; File No. SR– 

NYSEArca–2022–25] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To Modify Rule 7.31–E To 

Add Subparagraph (f)(4) Regarding 

Directed Orders 

May 4, 2022. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on April 20, 

2022, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘Exchange’’) filed with the 


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