0001571049-17-003074.txt : 20170331 0001571049-17-003074.hdr.sgml : 20170331 20170331133948 ACCESSION NUMBER: 0001571049-17-003074 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170410 FILED AS OF DATE: 20170331 DATE AS OF CHANGE: 20170331 EFFECTIVENESS DATE: 20170331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Voya MUTUAL FUNDS CENTRAL INDEX KEY: 0000895430 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 811-07428 FILM NUMBER: 17729479 BUSINESS ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 18009920180 MAIL ADDRESS: STREET 1: 7337 E DOUBLETREE RANCH ROAD, STE 100 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: ING MUTUAL FUNDS DATE OF NAME CHANGE: 20020205 FORMER COMPANY: FORMER CONFORMED NAME: PILGRIM MUTUAL FUNDS DATE OF NAME CHANGE: 19990526 FORMER COMPANY: FORMER CONFORMED NAME: NICHOLAS APPLEGATE MUTUAL FUNDS DATE OF NAME CHANGE: 19930328 0000895430 S000030601 Voya Multi-Manager International Equity Fund C000094856 Class I IIGIX C000138043 Class A VMMAX C000138044 Class B VMMBX C000138045 Class C VMMCX C000138046 Class O VMMOX C000138047 Class R VMMRX C000138048 Class W VMMWX DEF 14C 1 t1700935.htm DEFINITIVE INFORMATION STATEMENT

   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c) of the Securities

Exchange Act of 1934 (Amendment No.    )

 

Check the appropriate box:

¨   Preliminary Information Statement

¨   Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

x Definitive Information Statement

 

Voya Mutual Funds

 

 

(Name of Registrant as Specified in Its Charter)

 

Payment of filing fee (Check the appropriate box):

 

xNo fee required.
¨Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

(1)Title of each class of securities to which transaction applies:

 

 
(2)Aggregate number of securities to which transaction applies:
 
 
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined.):
 
 
(4)Proposed maximum aggregate value of transaction:
 
 
(5)Total fee paid:
 
 
¨Fee paid previously with preliminary materials:
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)Amount Previously Paid:
 
 
(2)Form, Schedule or Registration Statement No.:
 
 
(3)Filing Party

 

(4)Date Filed:

  

   

 

 

INFORMATION STATEMENT
April 10, 2017
Voya Multi-Manager International Equity Fund
(A series of Voya Mutual Funds)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
1-800-992-0180
Voya Multi-Manager International Equity Fund is not asking you for a proxy regarding each sub-advisory agreement and you are requested not to send a proxy with respect to this Information Statement.
INTRODUCTION
Why did you send me this booklet?
This booklet includes an information statement (“Information Statement”) for Voya Multi-Manager International Equity Fund (the “Fund”), in which you have an interest. This Information Statement is furnished in connection with the approval of new sub-advisory agreements for the Fund. The Fund is a separate series of Voya Mutual Funds (the “Registrant”). This Information Statement will be provided on or about April 10, 2017 to shareholders of record as of the close of business on January 23, 2017 (the “Record Date”).
How can I obtain more information about the Fund?
Should you have any questions about the Fund, please do not hesitate to contact Shareholder Services toll free at 1-800-992-0180. A copy of the current prospectus, Statement of Additional Information (“SAI”), annual report, and semi-annual report is available, without charge, on the Internet at www.voyainvestments.com/literature or by contacting the Fund at:
Voya Investment Management
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
1-800-992-0180
1
NOTICE OF NEW SUB-ADVISORY AGREEMENTS
What is happening?
At a meeting held on November 17, 2016, the Board of Trustees of the Registrant (the “Board”) approved the removal of J.P. Morgan Investment Management Inc. (“JPMorgan”) and T. Rowe Price Associates, Inc. (“T. Rowe Price”) and the addition of Wellington Management Company LLP (“Wellington Management”) and Polaris Capital Management, LLC (“Polaris,” together with Wellington Management, the “New Sub-Advisers”) as sub-advisers to the Fund pursuant to separate sub-advisory agreements each effective January 20, 2017 (each a “New Sub-Advisory Agreement”) as additional sub-advisers to the Fund. Baillie Gifford Overseas Limited (“BG Overseas”) and Lazard Asset Management LLC (“Lazard”) will continue to serve as sub-advisers to the Fund. A prospectus supplement describing these and other changes was mailed to shareholders on November 28, 2016.
The Fund and the Fund’s investment adviser, Voya Investments, LLC (the “Adviser”), have obtained an exemptive order from the U.S. Securities and Exchange Commission (the “SEC”) that permits the Adviser to enter into a sub-advisory agreement with one or more sub-advisers, including certain affiliated sub-advisers, on behalf of a fund that it manages without obtaining shareholder approval of the new agreement subject to certain conditions, including that the Adviser furnishes shareholders of an affected fund with certain information about the new sub-advisory agreement or agreements. This Information Statement is intended to comply with that condition.
Who are the New Sub-Advisers?
Effective January 20, 2017, Wellington Management and Polaris, were each added as a sub-adviser to the Fund. Please see Appendix A for a listing of the names and the principal occupations of the principal executive officers of the New Sub-Advisers. Each sub-adviser makes investment decisions for the assets it has been allocated to manage. The Adviser may change the allocation of the Fund’s assets between the sub-advisers as it determines necessary to pursue the Fund’s investment objective.
The Adviser will determine what it believes to be the optimal allocation of the assets under management between the two sub-advisers. Subsequent inflows and outflows will be allocated between the sub-advisers to maintain this allocation.
Polaris Capital Management, LLC
Polaris is a registered investment adviser whose principal address is located at 121 High Street, Boson, Massachusetts 02110. As of December 31, 2016, Polaris had approximately $7.9 billion in assets under management for institutional clients and affluent individuals.
The following individuals are jointly responsible for the day-to-day management of management of the Fund’s assets allocated to Polaris.
Bernard R. Horn, Jr., Portfolio Manager, is the Founder, President and Chief Investment Officer of Polaris. Mr. Horn founded Polaris in 1995.
Sumanta Biswas, CFA, Portfolio Manager, and Vice President of Polaris joined Polaris in 2002 as an analyst.
Bin Xiao, CFA, Portfolio Manager, joined Polaris in 2006 as an analyst.
Wellington Management Company LLP
Wellington Management is a Massachusetts limited liability partnership. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. The principal address of Wellington Management is 280 Congress Street, Boston, Massachusetts 02210. As of December 31, 2016, Wellington Management had investment management authority with respect to approximately $979.2 billion in assets.
The following individuals are jointly responsible for the day-to-day management of management of the Fund’s assets allocated to Wellington Management.
Nicolas M. Choumenkovitch, Senior Managing Director and Equity Portfolio Manager. Mr. Choumenkovitch joined Wellington Management as an investment professional in 1995.
Tara Connolly Stilwell, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management is involved in portfolio management and securities analysis. Ms. Stilwell joined Wellington Management as an investment professional in 2008.
Who was the former sub-advisers?
Portions of the Fund were managed by JPMorgan and T. Rowe Price until January 20, 2017 pursuant to separate sub-advisory agreements, each dated November 18, 2014 (collectively, the “Prior Sub-Advisory Agreements”). JPMorgan is an indirect wholly-owned subsidiary of JPMorgan Chase & Co., a bank holding company. JPMorgan also provides discretionary investment services to institutional clients. The principal address of JPMorgan is 270 Park Avenue, New York, New York 10017. T. Rowe Price was founded in 1937 by the late Thomas Rowe Price, Jr. and is a wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly held financial services holding company. The principal address of T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202.
2
How did this change affect the management of the Fund?
In connection with the removal of JPMorgan and T. Rowe Price and the addition of Polaris and Wellington Management, Richard N. Clattenburg, Demetris Georghiou, Georgina Perceval Maxwell, and Gerd Woort-Menker no longer serve as portfolio managers to the Fund. Mr. Horn, Mr. Biswas, and Mr. Xiao were added as portfolio managers for the portion of the Fund’s assets allocated to Polaris and Mr. Choumenkovitch and Ms. Stillwell were added as portfolio managers for the portion of the Fund’s assets allocated to Wellington Management.
Were there changes to the name of the Fund, its investment objective, or principal investment strategies?
As described in the supplement to the Fund’s prospectus dated November 28, 2016, changes have been made to the name of the Fund and principal investment strategies in connection with appointment of Wellington Management and Polaris as sub-advisers to the Fund. These changes to the principal investment strategy were effective January 20, 2017. In addition, on March 9, 2017 the Board approved a change to reflect that Voya Investments, LLC, the investment adviser, may from time to time manage a portion of the Fund’s investment portfolio effective May 1, 2017.
The following chart compares the prior principal investment strategy to the current principal investment strategy, including the changes that will be effective on May 1, 2017.
  Prior Strategy Current Strategy
Investment Strategies Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities. The Fund will provide shareholders with at least 60 days’ prior notice of any change in this investment policy. The Fund invests at least 65% of its assets in equity securities of companies organized under the laws of, or with principal offices located in, a number of different countries outside of the United States, including companies in countries in emerging markets. The Fund does not focus its investments in a particular industry or country. The Fund may invest in companies of any market capitalization. The equity securities in which the Fund may invest include, but are not limited to, common stocks, preferred stocks, depositary receipts, rights and warrants to buy common stocks, privately placed securities, and IPOs. The Fund may invest in derivative instruments including options, futures, and forward foreign currency exchange contracts. The Fund may typically use derivatives to seek to reduce exposure to other risks, such as interest rate or currency risk, to substitute for taking a position in the underlying assets, for cash management, and/or to seek to enhance returns in the Fund.
The Fund invests its assets in foreign investments which are denominated in U.S. dollars, major reserve currencies and currencies of other countries and can be affected by fluctuations in exchange rates. To attempt to protect against adverse changes in currency exchange rates, the Fund may, but will not necessarily use special techniques such as forward foreign currency exchange contracts.
The Fund may invest in other investment companies, including exchange traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder (“1940 Act”).
Baillie Gifford Overseas Limited (“BG Overseas”), J.P. Morgan Investment Management Inc. (“JPMorgan”), Lazard Asset Management LLC (“Lazard”), and T. Rowe Price Associates, Inc. (“T. Rowe Price”) (each a “Sub-Adviser” and collectively “Sub-Advisers”) provide day-to-day management of the Fund. The Sub-Advisers act independently of each other and use their own methodologies for selecting investments. The Fund's investment adviser will determine the amount of Fund assets allocated to each Sub-Adviser.
Each Sub-Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.
Under normal market conditions, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in equity securities. The Fund will provide shareholders with at least 60 days’ prior notice of any change in this investment policy. The Fund invests at least 65% of its assets in equity securities of companies organized under the laws of, or with principal offices located in, a number of different countries outside of the United States, including companies in countries in emerging markets. The Fund does not seek to focus its investments in a particular industry or country. The Fund may invest in companies of any market capitalization. The equity securities in which the Fund may invest include, but are not limited to, common stocks, preferred stocks, depositary receipts, rights and warrants to buy common stocks, privately placed securities, and IPOs. The Fund may invest up to 15% of its assets in real estate-related securities including real estate investment trusts. The Fund may invest in derivative instruments including options, futures, and forward foreign currency exchange contracts. The Fund typically uses derivatives to seek to reduce exposure to other risks, such as interest rate or currency risk, to substitute for taking a position in the underlying assets, for cash management, and/or to seek to enhance returns in the Fund.
The Fund invests its assets in foreign investments which are denominated in U.S. dollars, major reserve currencies and currencies of other countries and can be affected by fluctuations in exchange rates. To attempt to protect against adverse changes in currency exchange rates, the Fund may, but will not necessarily use special techniques such as forward foreign currency exchange contracts.
The Fund may invest in other investment companies, including exchange traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder (“1940 Act”).
Voya Investments, LLC (the “Investment Adviser”) allocates the Fund’s assets to dif ferent sub-advisers. The Investment Adviser may, from time to time, manage a portion of the Fund’s assets to seek to manage the Fund’s overall exposure to achieve the Fund’s desired risk/return profile and to effect the Fund’s investment strategies. The Investment Adviser may invest in futures and exchange-traded funds to implement its investment process.
Baillie Gifford Overseas Limited, Lazard Asset Management LLC, Polaris Capital Management, LLC and Wellington Management Company LLP (each a
3
  Prior Strategy Current Strategy
  The Fund may lend portfolio securities on a short-term or long-term basis, up to 33 1⁄3% of its total assets.
Baillie Gifford Overseas Limited
In selecting investments for the Fund, BG Overseas normally takes into account the industry and country allocations in the MSCI EAFE® Index. A significant part of the assets will normally be divided among continental Europe, the United Kingdom, and Asia (including Australia and New Zealand). Country allocation, however, is driven by stock selection. BG Overseas invests in companies that it believes are well-managed, quality businesses that enjoy sustainable, competitive advantages in their marketplace. BG Overseas' investment style primarily uses a bottom-up, stock-driven approach, with the objective of selecting stocks that it believes can sustain an above-average growth rate, which is not reflected in the share price.

Companies are screened for quality first; valuation is a secondary consideration. BG Overseas looks for companies that it believes have attractive industry backgrounds, strong competitive positions within those industries, high-quality earnings, and a positive approach toward shareholders. The main fundamental factors that BG Overseas considers in this bottom-up analysis include earnings growth, cash flow growth, profitability, capital structure, and valuation.
J.P. Morgan Investment Management Inc.
In choosing securities, JPMorgan seeks to provide high total return by investing primarily in equity securities from developed countries included in the MSCI EAFE® Value Index while emphasizing securities that are ranked as undervalued according to its proprietary research while underweighting or avoiding those that appear over-valued. JPMorgan employs a process that combines fundamental research for identifying portfolio securities and currency management decisions. Various models are used to quantify JPMorgan’s fundamental stock research, producing a ranking of companies in each industry group according to their relative value. JPMorgan then buys and sells securities, using the research and valuation rankings as well as its assessment of other factors, including: (i) value characteristics such as low price-to-book and price-to-earnings ratios; (ii) catalysts that could trigger a change in a stock’s price; (iii) potential reward compared to potential risk; and (iv) temporary mispricings caused by market overreactions.
Lazard Asset Management LLC
In choosing securities, Lazard normally invests in large non-U.S. companies with market capitalizations in the range of companies included in the MSCI EAFE® Index that Lazard believes are undervalued based on their earnings, cash flow or asset values. Lazard believes that stock returns over time are driven by the sustainability and direction of financial productivity, balanced by valuation. However, Lazard believes that financial markets will sometimes evaluate these factors inefficiently, presenting investment opportunities balanced by financial productivity. Lazard looks for established companies in economically developed countries and may invest in securities of companies whose principal business activities are located in emerging market countries or domiciled in emerging market countries.
T. Rowe Price Associates, Inc.
While T. Rowe Price invests with an awareness of the global economic backdrop and the outlook for industry sectors and individual countries, bottom-up stock selection is the focus of T. Rowe Price's decision making. Country allocation is driven largely by stock selection, though 		“Sub-Adviser” and collectively “Sub-Advisers”) provide day-to-day management of the Fund. The Sub-Advisers act independently of each other and use their own methodologies for selecting investments. The Fund's investment adviser will determine the amount of Fund assets allocated to each Sub-Adviser.
Each Sub-Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.
The Fund may lend portfolio securities on a short-term or long-term basis, up to 33 1⁄3% of its total assets.

Baillie Gifford Overseas Limited
In selecting investments for the Fund, BG Overseas normally takes into account the industry and country allocations in the MSCI EAFE® Index. A significant part of the assets will normally be divided among continental Europe, the United Kingdom, and Asia (including Australia and New Zealand). Country allocation, however, is driven by stock selection. BG Overseas invests in companies that it believes are well-managed, quality businesses that enjoy sustainable, competitive advantages in their marketplace. BG Overseas' investment style primarily uses a bottom-up, stock-driven approach, with the objective of selecting stocks that it believes can sustain an above-average growth rate, which is not reflected in the share price.

Companies are screened for quality first; valuation is a secondary consideration. BG Overseas looks for companies that it believes have attractive industry backgrounds, strong competitive positions within those industries, high-quality earnings, and a positive approach toward shareholders. The main fundamental factors that BG Overseas considers in this bottom-up analysis include earnings growth, cash flow growth, profitability, capital structure, and valuation.
Lazard Asset Management LLC
In choosing securities, Lazard normally invests in large non-U.S. companies with market capitalizations in the range of companies included in the MSCI EAFE® Index that Lazard believes are undervalued based on their earnings, cash flow or asset values. Lazard believes that stock returns over time are driven by the sustainability and direction of financial productivity, balanced by valuation. However, Lazard believes that financial markets will sometimes evaluate these factors inefficiently, presenting investment opportunities balanced by financial productivity. Lazard looks for established companies in economically developed countries and may invest in securities of companies whose principal business activities are located in emerging market countries or domiciled in emerging market countries.
Polaris Capital Management, LLC
Polaris uses proprietary investment technology combined with Graham & Dodd style fundamental research to seek to identify potential investments that Polaris believes have significantly undervalued streams of sustainable cash flow. The firm uses traditional valuation measures, including price/book ratios and price/sustainable free cash flow ratios to screen its database of more than 40,000 companies worldwide. Polaris uses these measures to identify approximately 500 companies that Polaris believes have the greatest potential for undervalued streams of sustainable free cash flow. As a cross check to the database screen, a global valuation model is used that seeks to identify the most undervalued countries based on corporate earnings, yield, inflation, interest rates, and other variables. Allocations among investments
4
  Prior Strategy Current Strategy
  we may limit investments in markets that appear to have poor overall prospects.
Securities selection reflects a growth style. T. Rowe Price relies on a global team of investment analysts dedicated to in-depth fundamental research in an effort to identify companies it believes are capable of achieving and sustaining above-average, long-term earnings growth. T. Rowe Price seeks to purchase stocks of such companies at reasonable prices in relation to present or anticipated earnings, cash flow, or book value.

In selecting investments, T. Rowe Price generally favors companies that it believes have one or more of the following characteristics: leading or improving market position; attractive business niche; attractive or improving franchise or industry position; seasoned management; stable or improving earnings and/or cash flow; and sound or improving balance sheet.
T. Rowe Price typically focuses investments in large-sized, and to a lesser extent, medium-sized, companies.
are primarily determined by bottom-up security analysis while providing diversification in terms of country, industry and market capitalization. Polaris monitors portfolio companies as well as a “watch list” comprised of companies which may be purchased if the valuation of an existing portfolio company falls below established limits.
Wellington Management Company LLP
Wellington Management conducts fundamental research on individual companies to identify securities for purchase or sale. Fundamental analysis of a company involves the assessment of such factors as its business environment, management quality, balance sheet, income statement, anticipated earnings, revenues and dividends, and other related measures and indicators of value. Wellington Management seeks to invest in companies with underappreciated assets, improving and/or sustainable return on capital, and/or stocks that it believes are mispriced by the market due to short-term issues. This proprietary research takes into account each company’s long-term history as well as Wellington Management’s analysts’ forward-looking estimates, and allows for a comparison of the intrinsic value of stocks on a global basis focusing on return on invested capital in conjunction with other valuation metrics. Portfolio construction is driven primarily by bottom-up stock selection, with region, country, and sector weightings being secondary factors.
What are the key risks of investing in the Fund after the changes to the principal investment strategies?
In conjunction with the changes made to the principal investment strategies described above, changes were also made to the principal investment risks of the Fund. The following chart compares the prior principal investment risks to the current principal investment risks. These changes were effective January 20, 2017.
Risks Prior Risks Current Risks
Company: The price of a company’s stock could decline or underperform for many reasons including, among others, poor management, financial problems, reduced demand for company goods or services, regulatory fines and judgments, or business challenges. If a company declares bankruptcy or becomes insolvent, its stock could become worthless. ✓ ✓
Currency: To the extent that the Fund invests directly in foreign (non-U.S.) currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those foreign (non-U.S.) currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged by the Fund through foreign currency exchange transactions. ✓ ✓
Derivative Instruments: Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in market interest rates and liquidity and volatility risk. The amounts required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the Fund. Therefore, the purchase of certain derivatives may have an economic leveraging effect on the Fund and exaggerate any increase or decrease in the net asset value. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging purposes, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. When used as an alternative or substitute for direct cash investments, the return provided by the derivative may not provide the same return as direct cash investment. In addition, given their complexity, derivatives expose the Fund to the risk of improper valuation. ✓ ✓
5
Risks Prior Risks Current Risks
Foreign Investments/Developing and Emerging Markets: Investing in foreign (non-U.S.) securities may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies due to: smaller markets; differing reporting, accounting, and auditing standards; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations, currency blockage, or replacement; potential for default on sovereign debt; or political changes or diplomatic developments, which may include the imposition of economic sanctions or other measures by the United States or other governments and supranational organizations. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. Foreign investment risks may be greater in developing and emerging markets than in developed markets. ✓ ✓
Growth Investing: Prices of growth stocks are more sensitive to investor perceptions of the issuing company’s growth potential and may fall quickly and significantly if investors suspect that actual growth may be less than expected. There is a risk that funds that invest in growth-oriented stocks may underperform other funds that invest more broadly. Growth stocks tend to be more volatile than value stocks, and may underperform the market as a whole over any given time period.   ✓
Initial Public Offerings: Investments in initial public offerings (“IPOs”) and companies that have recently gone public have the potential to produce substantial gains for the Fund. However, there is no assurance that the Fund will have access to profitable IPOs or that the IPOs in which the Fund invests will rise in value. Furthermore, the value of securities of newly public companies may decline in value shortly after the IPO. When the Fund’s asset base is small, the impact of such investments on the Fund’s return will be magnified. If the Fund’s assets grow, it is likely that the effect of the Fund’s investment in IPOs on the Fund’s return will decline.   ✓
Investing through Stock Connect: Shares in mainland China-based companies that trade on Chinese stock exchanges such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (“China A-Shares”) may be purchased directly or indirectly through the Shanghai-Hong Kong Stock Connect (“Stock Connect”), a mutual market access program designed to, among other things, enable foreign investment in the People’s Republic of China (“PRC”) via brokers in Hong Kong. There are significant risks inherent in investing in China A-Shares through Stock Connect. The underdeveloped state of PRC’s investment and banking systems subjects the settlement, clearing, and registration of China A-Shares transactions to heightened risks. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if either or both markets are closed on a U.S. trading day, the Fund may not be able to dispose of its China A-Shares in a timely manner, which could adversely affect the Fund’s performance.   ✓
Investment Model: A manager’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors. Funds that are actively managed, in whole or in part, according to a quantitative investment model can perform differently from the market as a whole based on the investment model and the factors used in the analysis, the weight placed on each factor, and changes from the factors’ historical trends. Issues in the construction and implementation of the investment models (including, for example, data problems and/or software issues) may create errors or limitations that might go undetected or are discovered only after the errors or limitations have negatively impacted performance. There is no guarantee that the use of these investment models will result in effective investment decisions for the Fund.   ✓
Liquidity: If a security is illiquid, the Fund might be unable to sell the security at a time when the Fund’s manager might wish to sell, or at all. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, exposing the Fund to the risk that the price at which it sells illiquid securities will be less than the price at which they were valued when held by the Fund. The prices of illiquid securities may be more volatile than more liquid investments. The risks associated with illiquid securities may be greater in times of financial stress. The Fund could lose money if it cannot sell a security at the time and price that would be most beneficial to the Fund. ✓ ✓
Market: Stock prices may be volatile or have reduced liquidity in response to real or perceived impacts of factors including, but not limited to, economic conditions, changes in market interest rates, and political events. Stock markets tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes during some periods. Additionally, legislative, regulatory or tax policies or developments in these areas may adversely impact the investment techniques available to a manager, add to costs and impair the ability of the Fund to achieve its investment objectives. ✓ ✓
6
Risks Prior Risks Current Risks
Market Capitalization: Stocks fall into three broad market capitalization categories - large, mid, and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear to be greatly out of proportion to the valuations of mid- or small-capitalization companies, investors may migrate to the stocks of mid- and small-sized companies causing the Fund that invests in these companies to increase in value more rapidly than a fund that invests in larger companies. Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, more limited publicly available information, and a more limited trading market for their stocks as compared with larger companies. As a result, stocks of mid- and small-capitalization companies may be more volatile and may decline significantly in market downturns. ✓ ✓
Other Investment Companies: The main risk of investing in other investment companies, including exchange-traded funds (“ETFs”), is the risk that the value of the securities underlying an investment company might decrease. Shares of investment companies that are listed on an exchange may trade at a discount or premium from their net asset value. You will pay a proportionate share of the expenses of those other investment companies (including management fees, administration fees, and custodial fees) in addition to the expenses of the Fund. The investment policies of the other investment companies may not be the same as those of the Fund; as a result, an investment in the other investment companies may be subject to additional or different risks than those to which the Fund is typically subject. ✓ ✓
Real Estate Companies and Real Estate Investment Trusts (“REITs”): Investing in real estate companies and REITs may subject the Fund to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, market interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property. Investments in REITs are affected by the management skill and creditworthiness of the REIT. The Fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests.   ✓
Securities Lending: Securities lending involves two primary risks: “investment risk” and “borrower default risk.” When lending securities, the Fund will receive cash or U.S. government securities as collateral. Investment risk is the risk that the Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that the Fund will lose money due to the failure of a borrower to return a borrowed security. Securities lending may result in leverage. The use of leverage may exaggerate any increase or decrease in the net asset value, causing the Fund to be more volatile. The use of leverage may increase expenses and increase the impact of the Fund’s other risks. ✓ ✓
Value Investing: Securities that appear to be undervalued may never appreciate to the extent expected. Further, because the prices of value-oriented securities tend to correlate more closely with economic cycles than growth-oriented securities, they generally are more sensitive to changing economic conditions, such as changes in market interest rates, corporate earnings and industrial production. The manager may be wrong in its assessment of a company’s value and the securities the Fund holds may not reach their full values. A particular risk of the Fund’s value approach is that some holdings may not recover and provide the capital growth anticipated or a security judged to be undervalued may actually be appropriately priced. The market may not favor value-oriented securities and may not favor equities at all. During those periods, the Fund’s relative performance may suffer. There is a risk that funds that invest in value-oriented stocks may underperform other funds that invest more broadly. ✓ ✓
What are the terms of the New Sub-Advisory Agreements?
The description of the New Sub-Advisory Agreements that follows is qualified in its entirety by reference to the copy of the forms of the New Sub-Advisory Agreements included in Appendix B. The Sub-Advisory Agreements are substantially similar to the Prior Sub-Advisory Agreements.
Fees. The Adviser and not the Fund is responsible for any fees due under the New Sub-Advisory Agreements and was responsible for any fees due under the Prior Sub-Advisory Agreements. For the fiscal year ended October 31, 2016, the Adviser paid $2,217,231 in sub-advisory fees.
Sub-Advisory Services. Both the Prior and New Sub-Advisory Agreements obligate the sub-advisers to provide a continuous investment program, including investment research and management with respect to all securities, investments, cash and cash equivalents in the Fund and may vote, exercise consents and exercise all other rights pertaining to such securities and other assets on behalf of the Fund.
Limitation of Liability. Both the Prior and New Sub-Advisory Agreements provide that the sub-adviser, any affiliated person of the sub-adviser, and each person, if any, who controls the sub-adviser shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under the agreement except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the sub-adviser’s duties, or by reason of reckless disregard of the sub-adviser’s obligations and duties.
7
Term and Continuance. After an initial two-year term, each New Sub-Advisory Agreement continues in effect from year to year so long as such continuance is specifically approved at least annually by (1) the Board or (2) the vote of a “majority” (as defined in the 1940 Act) of the Fund’s outstanding shares voting as a single class; provided that, in either event, the continuance is also approved by at least a majority of those Trustees who are neither parties to the agreement nor “interested persons” (as defined in the 1940 Act) of any such party nor have any interest in the agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The Prior Sub-Advisory Agreements contained an identical provision with respect to the term and continuance of the sub-advisory contract.
Termination. The New Sub-Advisory Agreements may be terminated at any time, without the payment of any penalty upon 60 days’ written notice to the sub-adviser, by: (1) the Board; (2) vote of a majority of outstanding voting securities of the Fund; or (3) the Adviser. The sub-adviser may terminate the applicable New Sub-Advisory Agreement at any time, without the payment of any penalty upon three months’ written notice unless the Fund or the Adviser requests additional time to find a replacement, in which case the New Sub-Advisers shall allow the additional time, not to exceed three additional months beyond the initial three-month notice period. The sub-adviser may also terminate the applicable New Sub-Advisory Agreement at any time, without payment of penalty, in the event either the sub-adviser (acting in good faith) or the Adviser ceases to be registered as an investment adviser under the Investment Advisers Act of 1940 or otherwise becomes legally incapable of providing investment management services, or in the event the applicable Adviser becomes bankrupt or otherwise incapable of carrying out its obligations, or in the event that the sub-adviser does not receive compensation for its services as required by the terms of the applicable New Sub-Advisory Agreement. The Prior Sub-Advisory Agreements provided for the same terms with respect to termination.
The Prior Sub-Advisory Agreement with JPMorgan was last approved by the Board on November 17, 2016. The Prior Sub-Advisory Agreement with T. Rowe Price was last approved by shareholders and the Board on December 15, 2010 and November 17, 2016, respectively.
What factors did the Board consider?
Section 15(c) of the 1940 Act provides that when the Fund enters into a new sub-advisory agreement, the Board, including a majority of Board members who have no direct or indirect interest in the sub-advisory agreements, and who are not “interested persons” of the Fund (“Independent Trustees”), must determine to: (1) appoint Polaris and Wellington Management as sub-advisers to the Fund; and (2) approve sub-advisory agreements (the “New Sub-Advisory Agreements”) with Polaris and Wellington Management under which Polaris and Wellington Management would serve as additional sub-advisers to the Fund, along with BG Overseas and Lazard. The Fund has been sub-advised by T. Rowe Price and BG Overseas since the Fund’s inception in January 2011 and by JPMorgan and Lazard since July 1, 2013. Thus, at the meeting of the Board that was held on November 17, 2016, the Board considered the approval of the New Sub-Advisory Agreements between the Adviser and Polaris and Wellington Management, respectively, to replace T. Rowe Price and JPMorgan as sub-advisers to the Fund.
In determining whether to approve the New Sub-Advisory Agreements for the Fund, the Board received and evaluated such information as it deemed necessary for an informed determination of whether the New Sub-Advisory Agreements should be approved for the Fund. Provided below is a general overview of the Board’s contract approval process that it followed, as well as a discussion of certain specific factors that the Board considered. While the Board gave its attention to information furnished at the request of the Independent Trustees that was most relevant to its considerations, discussed below are some of the primary matters relevant to the Board’s consideration as to whether to approve the New Sub-Advisory Agreements.
The materials provided to the Board to inform its consideration of whether to approve the New Sub-Advisory Agreements whereby Polaris and Wellington Management would replace T. Rowe Price and JPMorgan as sub-advisers to the Fund included the following: (1) separate presentations by Polaris and Wellington Management before the Investment Review Committee F at its November 16, 2016 meeting; (2) memoranda and related materials provided to the Board in advance of its November 17, 2016 meeting discussing: (a) the Adviser’s rationale for recommending that Polaris and Wellington Management be added as sub-advisers to the Fund, including the Adviser’s view that adding Polaris and Wellington Management would provide the Fund with additional portfolio diversification; (b) the impact of appointing Polaris and Wellington Management on the Fund’s net management fee and net total expense ratio, which were expected to increase by 0.02% and 0.03%, respectively, due to a reduction in management fee waivers, whereby the Adviser shared the benefits of a prior reduction in sub-advisory fees with the Fund, and anticipated increase in the Fund’s custodial expenses; (c) the performance of Polaris and Wellington Management in managing their diversified international strategies with such performance being compared against a relevant benchmark index; and (d) the investment philosophies of Polaris and Wellington Management and the firms’ overall investment processes; (3) Fund Analysis and Comparison Tables for the Fund that provide information about the projected net expense ratio of the Fund reflecting the addition of Polaris and Wellington Management as sub-advisers; (4) the individual responses from Polaris and Wellington Management to inquiries from K&L Gates LLP, counsel to the Independent Trustees; (5) supporting documentation, including a copy of the form of the New Sub-Advisory Agreements; and (6) other information relevant to the Board’s evaluation. In addition, the Board considered the information provided periodically throughout the year in presentations to the Board by the Adviser in the context of the Adviser’s oversight and management of the other funds in the Voya funds complex.
In reviewing the proposed New Sub-Advisory Agreements, the Board considered a number of factors, including, but not limited to, the following: (1) the Adviser’s view with respect to the size and reputations of Polaris and Wellington Management in managing their diversified international investment strategies; (2) the reputation of Polaris and Wellington Management in the investment management industry; (3) the nature, extent and quality of the services to be provided by Polaris and Wellington Management under the New Sub-Advisory Agreements; (4) the personnel, operations, financial condition, and investment management capabilities, methodologies, and resources of Polaris and Wellington Management and their fit as additional sub-advisers to the Fund; (5) the fairness of the compensation under the New Sub-Advisory Agreements in light of the services to be provided by Polaris and Wellington Management; (6) the sub-advisory fee rates payable by the Adviser to Polaris and Wellington Management, respectively, including how the rates compared to fee rates offered by Polaris and Wellington
8
Management to other clients; (7) the potential fall-out benefits to Polaris, Wellington Management and their respective affiliates from their relationship with the Fund; (8) the operations and compliance programs at Polaris and Wellington Management, including their respective policies and procedures intended to assure compliance with the federal securities laws; (9) the appropriateness of the selection of Polaris and Wellington Management in light of the Fund’s investment objective and investor base; and (10) the Codes of Ethics for Polaris and Wellington Management, and related procedures for complying with their Codes.
The Board also considered the effect of approving the New Sub-Advisory Agreements on the profitability of the Adviser with respect to the services it provides to the Fund. The Board did not consider the profitability of Polaris and Wellington Management under their respective New Sub-Advisory Agreements because it did not view this data as essential to its deliberations, given the arm’s-length nature of the relationship between the Adviser and Polaris and Wellington Management, which are unaffiliated the Adviser, with respect to the negotiation of sub-advisory fee rates. In considering whether economies of scale likely will be realized by Polaris and Wellington Management as the Fund grows larger and the extent to which any such economies are reflected in the contractual fee rate schedule, the Board considered that any breakpoints would inure to the benefit of the Adviser, except to the extent that there are corresponding advisory fee rate breakpoints or waivers because the Adviser (and not the Fund) pays the sub-advisory fees to be earned by Polaris and Wellington Management.
After its deliberation, the Board reached the following conclusions: (1) Polaris and Wellington Management should be appointed to serve as sub-advisers to the Fund under the New Sub-Advisory Agreements, replacing T. Rowe Price and JPMorgan as sub-advisers to the Fund; (2) the sub-advisory fee rates payable by the Adviser to Polaris and Wellington Management are reasonable in the context of all factors considered by the Board; and (3) Polaris and Wellington Management maintain appropriate compliance programs, with this conclusion based upon, among other matters, a report from the Fund’s CCO concluding that the compliance policies and procedures of Polaris and Wellington Management are reasonably designed to assure compliance with the federal securities laws. Based on these conclusions and other factors, the Board voted to approve the New Sub-Advisory Agreements for the Fund. During their deliberations, different Board members may have given different weight to different individual factors and related conclusions.
9
GENERAL INFORMATION ABOUT THE INFORMATION STATEMENT
Voya Investments, LLC
Voya Investments, an Arizona limited liability company, has overall responsibility for the management of the Fund. Voya Investments oversees all investment advisory and portfolio management services and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Fund, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services. Voya Investments is registered with the SEC as an investment adviser.
The Adviser is an indirect, wholly-owned subsidiary of Voya Financial, Inc. Voya Financial, Inc. is a U.S.-based financial institution whose subsidiaries operate in the retirement, investment, and insurance industries. Voya Investments' principal office is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. As of December 31, 2016, Voya Investments managed approximately $49.7 billion in assets.
Please see Appendix A for a listing of the names and principal occupations of the principal executive officers of the Adviser. For services provided under the investment advisory agreement, the Fund paid $4,419,916.00 in advisory fees to the Advisor for the fiscal year ended October 31, 2016.
Voya Investments Distributor, LLC
The Distributor is a Delaware limited liability company with its principal offices at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. The Distributor is an indirect, wholly-owned subsidiary of Voya Financial, Inc. and is an affiliate of the Adviser. See “Principal Underwriter” in the SAI.
The Distributor is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org or the Public Disclosure Hotline at 800-289-9999.
For services provided under the distribution agreement, the Fund paid $0 to the Distributor for the fiscal year ended October 31, 2016. For the fiscal year ended October 31, 2016, the Fund paid no brokerage fees to an affiliate.
Can shareholders submit proposals for consideration in a future Proxy Statement?
The Fund is not required to hold annual meetings and currently does not intend to hold such meetings unless shareholder action is required in accordance with the 1940 Act. A shareholder proposal to be considered for inclusion in a proxy statement at any subsequent meeting of shareholders must be submitted in a reasonable time before a proxy statement for that meeting is printed and mailed. Whether a proposal is submitted in a proxy statement will be determined in accordance with applicable federal and state laws.
Why did my household only receive one copy of this Information Statement?
Only one copy of this Information Statement may be mailed to each household, even if more than one person in the household is a shareholder of record, unless the Fund has received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Information Statement, please contact Shareholder Services at 1-800-992-0180. If in the future, any shareholder does not wish to combine or wishes to recombine the mailing with household members, please inform the Fund in writing at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034 or via telephone at 1-800-992-0180.
Who pays for this Information Statement?
The Fund will pay the expenses incurred in connection with this Information Statement, including the printing, mailing, legal, and out-of-pocket expenses. These expenses are estimated to be $15,000.
How many shares were outstanding as of the Record Date?
As of January 23, 2017, the following shares of beneficial interest of the Fund were outstanding:
Class Shares Outstanding
Class I 47,008,161.667
Total 47,008,161.667
Appendix C lists the persons that, as of January 23, 2017, owned beneficially or of record 5% or more of the outstanding shares of any class of the Fund. To the best of the Fund’s knowledge, as of January 23, 2017, no Independent Trustee owned 1% or more of the outstanding shares of any class of the Fund. As of January 23, 2017, none of the Independent Trustees nor their immediate family members owned any shares of the Adviser or principal underwriter or of any entity controlling, controlled by, or under common control with the Adviser or principal underwriter (not including registered investment companies).
10
APPENDIX A: PRINCIPAL EXECUTIVE OFFICERS
Executive Officers of Voya Investments, LLC
Name and Title
Shaun P. Mathews – President and Chief Executive Officer
Michael J. Roland – Managing Director and Chief Operating Officer
Stanley D. Vyner – Executive Vice President and Chief Investment Risk Officer
Kimberly A. Anderson – Senior Vice President and Assistant Secretary
Micheline S. Faver – Vice President and Chief Compliance Officer
Todd Modic – Senior Vice President
Huey P. Falgout, Jr. – Secretary
Executive Officers of Polaris Capital Management, LLC
Name and Title
Bernard R. Horn – President
Sumanta Biswas – Vice President
Kathleen S. Jacobs – Vice President and Corporate Secretary
Executive Officers of Wellington Management Company LLP
Name and Title
Brendan J. Swords – Chairman and Chief Executive Officer
Edward J. Steinborn – Senior Managing Director and Chief Financial Officer
Cynthia M. Clarke – Senior Managing Director and General Counsel
Nancy M. Morris – Managing Director and Chief Compliance Officer
11
APPENDIX B: FORM OF SUB-ADVISORY AGREEMENTS
Polaris Capital Management, LLC
This AGREEMENT, effective as of the close of business on January 20, 2017, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Polaris Capital Management, LLC, a Massachusetts limited liability company (the “Sub-Adviser”).
WHEREAS, Voya Mutual Funds (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and
WHEREAS, the Fund is authorized to issue separate series, each series having its own investment objective or objectives, policies, and limitations; and
WHEREAS, the Fund may offer shares of additional series in the future; and
WHEREAS, pursuant to an Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015 (the “Management Agreement”), a copy of which has been provided to the Sub-Adviser, the Fund has retained the Manager to render advisory and management services with respect to certain of the Fund’s series; and
WHEREAS, pursuant to authority granted to the Manager in the Management Agreement, the Manager wishes to retain the Sub-Adviser to furnish investment advisory services to one or more of the series of the Fund, and the Sub-Adviser is willing to furnish such services to the Fund and the Manager.
NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Sub-Adviser as follows:
1. Appointment. The Manager hereby appoints the Sub-Adviser to act as the investment adviser and manager to the series of the Fund set forth on Schedule A hereto (the “Series”) for the periods and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. To the extent that the Sub-Adviser is not the only person providing investment advisory services to a Series, the term “Series” shall be interpreted for purposes of this Agreement to only include those assets of the Series over which the Sub-Adviser is directed by the Manager to provide investment advisory services.
In the event the Fund designates one or more series (other than the Series) with respect to which the Manager wishes to retain the Sub-Adviser to render investment advisory services hereunder, it shall notify the Sub-Adviser in writing. If the Sub-Adviser is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement.
2. Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series so that it meets the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all solicitations with respect to non-equity portfolio securities and all portfolio securities for matters with regard to bankruptcy or related plans of reorganization, unless the Manager gives the Sub-Adviser written instructions to the contrary. The Sub-Adviser will immediately forward any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested to the Manager or to any agent of the Manager designated by the Manager in writing.
12
The Sub-Adviser will make appropriate personnel available for consultation for the purpose of reviewing with representatives of the Manager and/or the Board any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested. Upon request, the Sub-Adviser will submit a written voting recommendation to the Manager for such proxies. In making such recommendations, the Sub-Adviser shall use its good faith judgment to act in the best interests of the Series. The Sub-Adviser shall disclose to the best of its knowledge any conflict of interest with the issuers of securities that are the subject of such recommendation including whether such issuers are clients or are being solicited as clients of the Sub-Adviser or of its affiliates.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 10th business day following the end of each Series’ semi-annual period and fiscal year, a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the impact of key portfolio holdings and sector concentrations on the Series; and
(iii) Confirmation of each Series’ current investment objective and Sub-Adviser’s projected plan to realize the Series’ investment objectives.
(c) The Sub-Adviser will make every reasonable effort to contact Morningstar to clarify any style box conflicts with each Series’ style and determine the anticipated timeframe in which Morningstar will remedy such conflicts, if any.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
3. Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, and determined in consultation with the Manager, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable
13
in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. The Sub-Adviser will consult with the Manager to the end that portfolio transactions on behalf of a Series are directed to broker-dealers on the basis of criteria reasonably considered appropriate by the Manager. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor.
4. Disclosure about Sub-Adviser. The Sub-Adviser has reviewed the most recent Post-Effective Amendment to the Registration Statement for the Fund filed with the SEC that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating, directly or indirectly, to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect. The Sub-Adviser will provide the Manager with a copy of the Sub-Adviser’s Form ADV, Part II at the time the Form ADV is filed with the SEC.
5. Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities in connection with its portfolio management duties under this Agreement. The Manager or the Fund shall be responsible for all the expenses of the Fund’s operations. In addition, if the Fund is required, under applicable law, to supplement the Registration Statement because of a change requested by the Sub-Adviser, the Sub-Adviser will reimburse the Fund and/or the Manager for the cost of preparing, printing and distributing such supplement, unless the Sub-Adviser is requesting the change in order to comply with an applicable law, rule or regulation.
6. Compensation. For the services provided to each Series, the Manager will pay the Sub-Adviser an annual fee equal to the amount specified for such Series in Schedule A hereto, payable monthly in arrears. The fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect among the parties. In accordance with the provisions of the Management Agreement, the Manager is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Manager; provided, however, that if the Fund fails to pay the Manager all or a portion of the management fee under said Management Agreement when due, and the amount that was paid is insufficient to cover the Sub-Adviser’s fee under this Agreement for the period in question, then the Sub-Adviser may enforce against the Fund any rights it may have as a third-party beneficiary under the Management Agreement and the Manager will take all steps appropriate under the circumstances to collect the amount due from the Fund.
7. Marketing Materials.
(a) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPoint or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the “Marketing Materials”) for internal use or public dissemination, that are produced or are for use or reference by the Sub-Adviser, its affiliates or other designees, broker-dealers or the public in connection with the Series, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
(b) During the term of this Agreement, the Manager agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, or Marketing Materials prepared for distribution to shareholders of each Series, or the public that refer to the Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Manager agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Marketing Materials may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
8. Compliance.
(a) The Sub-Adviser agrees to use reasonable compliance techniques as the Manager or the Board of Trustees may adopt, including any written compliance procedures.
(b) The Sub-Adviser agrees that it shall promptly notify the Manager and the Fund (i) in the event that the SEC has censured the Sub-Adviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal
14
Revenue Code. The Sub-Adviser further agrees to notify the Manager and the Fund promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Registration Statement or prospectus for the Fund (which describes the Series), or any amendment or supplement thereto, or if any statement contained therein that becomes untrue in any material respect.
(c) The Manager agrees that it shall promptly notify the Sub-Adviser (i) in the event that the SEC has censured the Manager or the Fund; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Manager’s registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.
9. Books and Records. The Sub-Adviser hereby agrees that all records which it maintains for the Series are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s or the Manager’s request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act.
10. Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the Fund and actions of the Fund, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Fund or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or the Fund.
11. Non-Exclusivity. The services of the Sub-Adviser to the Series and the Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities.
12. Prohibited Conduct. The Sub-Adviser may not consult with any other sub-adviser of the Trust concerning transactions in securities or other assets for any investment portfolio of the Trust, including the Series, except that such consultations are permitted between the current and successor sub-advisers of the Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the 1940 Act.
13. Representations Respecting Sub-Adviser. The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Fund’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.
14. Control. Notwithstanding any other provision of the Agreement, it is understood and agreed that the Fund shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to reasonably direct any action hereunder taken on its behalf by the Sub-Adviser.
15. Liability. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Manager agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Sub-Adviser (a) shall bear no responsibility and shall not be subject to any liability for any act or omission respecting any series of the Fund that is not a Series hereunder, and (b) shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties, or by reason of reckless disregard of the Sub-Adviser’s obligations and duties under this Agreement.
16. Indemnification.
(a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated
15
person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
(b) Notwithstanding Section 15 of this Agreement, the Sub-Adviser agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and any controlling person of the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser’s responsibilities as Sub-Adviser of the Series which (1) may be based upon the Sub-Adviser’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering the shares of the Fund or any Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Fund, or any affiliated person of the Manager or Fund by the Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however, that in no case shall the indemnity in favor of a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
(c) The Manager shall not be liable under Paragraph (a) of this Section 16 with respect to any claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Manager of any such claim shall not relieve the Manager from any liability which it may have to the Sub-Adviser Indemnified Person against whom such action is brought except to the extent the Manager is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Sub-Adviser Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Sub-Adviser Indemnified Person. If the Manager assumes the defense of any such action and the selection of counsel by the Manager to represent the Manager and the Sub-Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable judgment of the Sub-Adviser Indemnified Person, adequately represent the interests of the Sub-Adviser Indemnified Person, the Manager will, at its own expense, assume the defense with counsel to the Manager and, also at its own expense, with separate counsel to the Sub-Adviser Indemnified Person, which counsel shall be satisfactory to the Manager and to the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Manager shall not be liable to the Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Sub-Adviser Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Manager shall not have the right to compromise on or settle the litigation without the prior written consent of the Sub-Adviser Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Sub-Adviser Indemnified Person.
(d) The Sub-Adviser shall not be liable under Paragraph (b) of this Section 16 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Sub-Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any liability which it may have to the Manager Indemnified Person against whom such action is brought except to the extent the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Manager Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice to the Manager Indemnified Person, to assume the defense thereof, with counsel satisfactory to the Manager Indemnified Person. If the Sub-Adviser assumes the defense of any such action and the selection of counsel by the Sub-Adviser to represent both the Sub-Adviser and the Manager Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable judgment of the Manager Indemnified Person, adequately represent the interests of the Manager Indemnified Person, the Sub-Adviser will, at its own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense, with separate counsel to the Manager Indemnified Person, which counsel shall be satisfactory to the Sub-Adviser and to the Manager Indemnified Person. The Manager Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Sub-Adviser shall not be liable to the Manager Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by the Manager Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation. The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Manager Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Manager Indemnified Person.
17. Duration and Termination.
(a) With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated with respect to any Series, this Agreement shall continue in full force and effect for two years from the effective date with respect to each such Series of this Agreement. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved
16
at least annually by (i) the vote of a majority of the Board of Trustees of the Fund, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval.
With respect to any Series that is added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Fund’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Fund, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise.
Notwithstanding the foregoing, this Agreement may be terminated with respect to any Series covered by this Agreement: (i) by the Manager at any time, upon sixty (60) days’ written notice to the Sub-Adviser and the Fund, (ii) at any time without payment of any penalty by the Fund, by the Fund’s Board of Trustees or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Manager and the Sub-Adviser, or (iii) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to exceed three (3) additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement.
In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Fund, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.
(b) Notices. Any notice must be in writing and shall be sufficiently given (1) when delivered in person, (2) when dispatched by telegram or electronic facsimile transfer (confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (3) when sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) when sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
Voya Mutual Funds
7337 East Doubletree Ranch Road
Suite 100
Scottsdale, AZ 85258
Attention: Huey P. Falgout, Jr.
If to the Sub-Adviser:
Polaris Capital Management, LLC
121 High Street
Boston, MA 02110
Attention: Kathleen S. Jacobs
If to the Manager:
17
Voya Investments, LLC
7337 East Doubletree Ranch Road
Suite 100
Scottsdale, AZ 85258
Attention: Michael J. Roland
18. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved as required by applicable law.
19. Use of Names.
(a) It is understood that the name “Voya Investments, LLC,” or any trademark, trade name, service mark, or logo, or any variation of such trademark, service mark, or logo of the Manager or its affiliates, including but not limited to the mark “Voya®” (collectively, the “Voya Marks”) is the valuable property of the Manager and/or its affiliates, and that the Sub-Adviser has the right to use such Voya Marks only with the prior written consent of the Manager and only so long as the Sub-Adviser is a sub-adviser to the Fund/Series. In the event that the Sub-Adviser is no longer the Sub-Adviser to the Fund and/or the Series, or upon the termination of the Investment Management Agreement between the Fund and the Manager without its replacement with another agreement, or the earlier request of the Manager, the Sub-Adviser shall, as soon as is reasonably possible, discontinue all use of the Voya Marks.
(b) It is understood that the name “Polaris Capital Management, LLC,” or any trademark, trade name, service mark, or logo, or any variation of such trademark, trade name, service mark, or logo of the Sub-Adviser or its affiliates (collectively, the “Polaris Marks”) are the valuable property of the Sub-Adviser and its affiliates and that the Fund and/or the Series have the right to use such Polaris Marks in the names of the Series and in offering materials of the Fund only with the approval of the Sub-Adviser and only for so long as the Sub-Adviser is a sub-adviser to the Fund and/or the Series. In the event that the Sub-Adviser is no longer the Sub-Adviser to the Fund and/or the Series, or upon the termination of the Investment Management Agreement between the Fund and the Manager without its replacement with another agreement, or the earlier request of the Sub-Adviser, the Manager shall, as soon as is reasonably possible, discontinue all use of the Polaris Marks.
20. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of Arizona, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder, and without regard for the conflicts of laws principle thereof. The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.
(b) The Manager and the Sub-Adviser acknowledge that the Fund enjoys the rights of a third-party beneficiary under this Agreement, and the Manager acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary under the Management Agreement.
(c) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(d) To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties.
(e) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
(f) Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the Manager, or constituting the Manager as an agent or co-partner of the Sub-Adviser.
(g) This Agreement may be executed in counterparts.
Wellington Management Company LLP
AGREEMENT, effective as of November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Sub-Adviser”).
WHEREAS, Voya Mutual Funds (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and
WHEREAS, the Fund is authorized to issue separate series, each series having its own investment objective or objectives, policies, and limitations; and
WHEREAS, the Fund may offer shares of additional series in the future; and
WHEREAS, pursuant to an Investment Management Agreement, effective as of November 18, 2014 (the “Investment Management Agreement”), the Fund has retained the Manager to render advisory and management services with respect to certain of the Fund’s series; and
WHEREAS, the Fund and the Manager wish to retain the Sub-Adviser to furnish investment advisory services to one or more of the series of the Fund, and the Sub-Adviser is willing to furnish such services to the Fund and the Manager.
18
NOW, THEREFORE, in consideration of the premises and the promises and mutual covenants herein contained, it is agreed between the Manager and the Sub-Adviser as follows:
1. Appointment. The Manager hereby appoints the Sub-Adviser to provide investment advisory services to the series of the Fund set forth on Schedule A hereto (the “Series”) for the periods and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. To the extent that the Sub-Adviser is not the only person providing investment advisory services to a Series, the term “Series” shall be interpreted for purposes of this Agreement to only include those assets of the Series over which the Sub-Adviser is directed by the Manager to provide investment advisory services.
In the event the Fund designates one or more series (other than the Series) with respect to which the Manager wishes to retain the Sub-Adviser to render investment advisory services hereunder, it shall notify the Sub-Adviser in writing. If the Sub-Adviser is willing to render such services, it shall notify the Manager in writing, whereupon such series shall become a Series hereunder, and be subject to this Agreement.
2. Sub-Adviser Duties. Subject to the supervision of the Fund’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, to the extent copies of the Fund’s Registration Statement and related amendments are furnished to the Sub-Adviser by the Manager. The Sub-Adviser further agrees as follows:
(a) In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Fund’s Board of Trustees of which the Sub-Adviser has been sent a copy, and the provisions of the Registration Statement of the Fund filed under the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, as supplemented or amended, of which the Sub-Adviser has received a copy, and with the Manager’s portfolio manager operating policies and procedures as in effect on the date hereof, as such policies and procedures may be revised or amended by the Manager and agreed to by the Sub-Adviser. To the extent the Series is subject to state insurance laws, the Manager will notify the Sub-Adviser of relevant requirements and limitations applicable to the Series under such laws. In carrying out its duties under the Sub-Advisory Agreement, the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will (1) manage each Series’ investments and work with the Manager to enable the Series to meet the income and asset diversification requirements of Section 851 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) if applicable, manage each Series so that no action or omission on the part of the Sub-Adviser shall cause a Series to fail to comply with the diversification requirements of Section 817(h) of the Code, and the regulations issued thereunder.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by or with respect to the issuers of securities in which assets of the Series are invested in connection with annual and special meetings of equity stockholders, provided however, that the Sub-Adviser retains responsibility to vote or abstain from voting all proxies with respect to non-equity portfolio securities, and the Sub-Adviser retains responsibility to take any investment-related actions regarding corporate actions (for example, elections to participate in a tender offer, rights issue or buyback offer) with respect to all portfolio securities, unless the Manager gives the Sub-Adviser written instructions to the contrary.
(iii) In connection with the purchase and sale of securities for each Series, the Sub-Adviser will arrange for the transmission to the custodian and portfolio accounting agent for the Series on a daily basis, such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Sedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian and portfolio accounting agent to perform its administrative and record keeping responsibilities with respect to the Series. With respect to portfolio securities to be settled through the Depository Trust Company, the Sub-Adviser will arrange for the prompt transmission of the confirmation of such trades to the Fund’s custodian and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio accounting agent for the Fund in determining or confirming, consistent with the procedures and policies stated in the Registration Statement for the Fund or adopted by the Board of Trustees and furnished to the Sub-Adviser, the value of any portfolio securities or other assets of the Series for which the custodian and portfolio accounting agent reasonably seeks assistance from or identifies for review by the Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of the Series’ assets and will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 12th business day following the end of each Series’ semi-annual period and fiscal year, narrative content to be included in a letter to shareholders (to be subject to review and editing by the Manager) containing a discussion of those factors referred to in Item 27(b)(7) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to date.
19
(vi) The Sub-Adviser will complete and deliver to the Manager a written compliance checklist in a form provided by the Manager for each month by the 10th business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th business day of each month a written report on each Series of the Fund that contains the following information as of the immediately previous month’s end.
(i) A performance comparison to the Series benchmark listed in the prospectus as well as a comparison to other mutual funds as listed in the rankings prepared by Lipper Analytical Services, Inc., Morningstar, Inc., or similar independent services that monitor the performance of mutual funds or with other appropriate indexes of investment securities;
(ii) Composition of the assets of each Series’ portfolio and the top ten holdings, sector distribution and other risk statistics on the Series; and
(iii) Confirmation of its understanding of each Series’ current investment objective and Sub-Adviser’s projected plan to seek to realize the Series’ investment objectives.
(c) Upon reasonable request by the Manager, the Sub-Adviser will work with the Manager clarify with Morningstar any style box conflicts with each Series’ style.
(d) The Sub-Adviser will make available to the Fund and the Manager, promptly upon request, any of the Series’ investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the custodian or portfolio accounting agent for the Fund) as are necessary to assist the Fund and the Manager to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”), as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Series which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
(e) The Sub-Adviser will provide reports to the Fund’s Board of Trustees for consideration at meetings of the Board of Trustees on the investment program for each Series and the issuers and securities represented in each Series’ portfolio, and will furnish the Fund’s Board of Trustees with respect to each Series such periodic and special reports as the Trustees and the Manager may reasonably request.
3. Broker-Dealer Selection. The Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for each Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates in effecting a security transaction. The Sub-Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the prospectus and/or statement of additional information for the Fund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Sub-Adviser in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Fund’s Board of Trustees or Manager may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s or the Manager’s overall responsibilities with respect to the Series and to their respective other clients as to which they exercise investment discretion. To the extent consistent with these standards, the Sub-Adviser is further authorized to allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material, or other services to the Series, the Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine consistent with the above standards, and the Sub-Adviser will report on said allocation regularly to the Fund’s Board of Trustees indicating the broker-dealers to which such allocations have been made and the basis therefor. Subject to applicable law, the Sub-Adviser may aggregate purchase or sell orders for the Series with orders of other clients of the Sub-Adviser or its affiliates, when the Sub-Adviser determines doing so is in the best interest of the Series and such other clients. In that event, allocation of the securities purchased or sold, along with expenses incurred in the transaction, will be made by the Sub-Adviser in a manner it determines to be equitable and consistent with its fiduciary obligation to the Series and to its other clients.
4. Disclosure about Sub-Adviser. The Sub-Adviser has reviewed the most recent Post-Effective Amendment to the Registration Statement for the Fund (as furnished to the Sub-Adviser by the Manager) that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating, directly or indirectly, to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect. The Sub-Adviser will provide the Manager with a copy of the Sub-Adviser’s Form ADV, Part 2A upon request.
20
5. Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities in connection with its portfolio management duties under this Agreement. The Manager or the Fund shall be responsible for all the expenses of the Fund’s operations. In addition, if the Fund is required, under applicable law, to supplement the Registration Statement outside the Fund’s normal Registration Statement update cycle because of a change requested by the Sub-Adviser, the Sub-Adviser will reimburse the Fund and/or the Manager for the reasonable cost (to be discussed by the parties in advance) of preparing, printing and distributing such supplement, unless the Sub-Adviser is requesting the change in order to comply with an applicable law, rule or regulation. To the extent any changes outside those requested by the Sub-Adviser are incorporated into a supplement for which the Sub-Adviser is required to bear costs under this Section 5, the Sub-Adviser shall only be required to pay a proportionate share of the reasonable costs associated with the supplement.
6. Compensation. For the services provided to each Series, the Manager will pay the Sub-Adviser an annual fee equal to the amount specified for such Series in Schedule A hereto, payable monthly in arrears. The fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect among the parties. In accordance with the provisions of the Investment Management Agreement, the Manager is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Manager; provided, however, that if the Fund fails to pay the Manager all or a portion of the management fee under said Investment Management Agreement when due, and the amount that was paid is insufficient to cover the Sub-Adviser’s fee under this Agreement for the period in question, then the Sub-Adviser may enforce against the Fund any rights it may have as a third-party beneficiary under the Investment Management Agreement and the Manager will take all steps appropriate under the circumstances to collect the amount due from the Fund.
7. Marketing Materials.
(a) During the term of this Agreement, the Sub-Adviser agrees to furnish the Manager at its principal office for prior review and approval by the Manager all written and/or printed materials, including but not limited to, PowerPoint or slide presentations, news releases, advertisements, brochures, fact sheets and other promotional, informational or marketing materials (the “Marketing Materials”) for public dissemination, that are produced by the Sub-Adviser, its affiliates or other designees, that refer to the Series in any way, and Sub-Adviser shall not use any such materials if the Manager reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. Marketing Materials may be furnished to the Manager by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
(b) During the term of this Agreement, the Manager agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, or Marketing Materials, or any other material prepared for distribution to shareholders of each Series or the public, that refer to the Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use any such materials if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. Advance review by the Sub-Adviser shall not be required with respect to any materials in which reference to the Sub-Adviser is limited solely to the inclusion of the Sub-Adviser’s name in a general list of sub-advisers to the Fund. The Manager agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Marketing Materials may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery.
8. Compliance.
(a) The Sub-Adviser agrees to use reasonable compliance techniques as the Manager or the Board of Trustees may adopt, including any written compliance procedures furnished by the Manager to the Sub-Adviser.
(b) The Sub-Adviser agrees that it shall promptly notify the Manager and the Fund (i) in the event that the SEC has censured the Sub-Adviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. The Sub-Adviser further agrees to notify the Manager and the Fund promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Registration Statement or prospectus for the Fund (which describes the Series), or any amendment or supplement thereto, or if any statement contained therein that becomes untrue in any material respect, in each case, to the extent the Manager has furnished copies of such Registration Statement, prospectus, or amendment or supplement.
(c) The Manager agrees that it shall promptly notify the Sub-Adviser (i) in the event that the SEC has censured the Manager or the Fund; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Manager’s registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, or (ii) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue Code.
9. Books and Records. The Sub-Adviser hereby agrees that all records which it maintains for the Series are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s or the Manager’s request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-l under the 1940 Act.
21
10. Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund. Subject to the foregoing, and except as information is requested by from a party by any governmental, regulatory or self-regulatory authority with appropriate jurisdiction, the Sub-Adviser shall treat as confidential all information pertaining to the Fund and actions of the Fund, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Fund or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or the Fund.
11. Non-Exclusivity. The services of the Sub-Adviser to the Series and the Fund are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities.
12. Prohibited Conduct. The Sub-Adviser may not consult with any other sub-adviser of the Fund concerning transactions in securities or other assets for any investment portfolio of the Fund, including the Series, except that such consultations are permitted between the current and successor sub-advisers of the Series in order to effect an orderly transition of sub-advisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) or Section 10(f) of the 1940 Act.
13. Representations Respecting Sub-Adviser. The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Fund’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved in advance by the Sub-Adviser in accordance with Section 7 of this Sub-Advisory Agreement, except with the prior permission of the Sub-Adviser.
14. Control. Notwithstanding any other provision of the Agreement, it is understood and agreed that the Fund shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to reasonably direct any action hereunder taken on its behalf by the Sub-Adviser.
15. Liability. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Manager agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Sub-Adviser (a) shall bear no responsibility and shall not be subject to any liability for any act or omission respecting any series of the Fund that is not a Series hereunder, and (b) shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties, or by reason of reckless disregard of the Sub-Adviser’s obligations and duties under this Agreement.
16. Indemnification.
(a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.
(b) The Sub-Adviser agrees to indemnify and hold harmless the Manager, any affiliated person of the Manager, and any controlling person of the Manager (all of such persons being referred to as “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Manager Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser’s responsibilities as Sub-Adviser of the Series which (1) may be based upon the Sub-Adviser’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering the shares of the Fund or any Series, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, if such a statement or omission was made in reliance upon information furnished to the Manager, the Fund, or any affiliated person of the Manager or Fund by the Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however, that in no case shall the indemnity in favor of
22
a Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
(c) The Manager shall not be liable under Paragraph (a) of this Section 16 with respect to any claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser Indemnified Person shall have notified the Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person shall have received notice of such service on any designated agent), unless such notification is prohibited by law or by an administrative or court order, but failure to notify the Manager of any such claim shall not relieve the Manager from any liability which it may have to the Sub-Adviser Indemnified Person against whom such action is brought except to the extent the Manager is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Sub-Adviser Indemnified Person, the Manager will be entitled to participate, at its own expense, in the defense thereof.
(d) The Sub-Adviser shall not be liable under Paragraph (b) of this Section 16 with respect to any claim made against a Manager Indemnified Person unless such Manager Indemnified Person shall have notified the Sub-Adviser in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Manager Indemnified Person (or after such Manager Indemnified Person shall have received notice of such service on any designated agent), unless such notification is prohibited by law or by an administrative or court order, but failure to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any liability which it may have to the Manager Indemnified Person against whom such action is brought except to the extent the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Manager Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof.
(e) In the event of any claim or action described in this Section 16, the parties agree to provide good faith assistance, as reasonably requested, to the other’s defense and to provide prior written notice of a compromise or settlement of the litigation in sufficient time to allow the other party to object.
17. Duration and Termination.
(a) With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Agreement, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect for two years from the effective date of this Agreement. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Fund, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval.
With respect to any Series that is added to Schedule A hereto as a Series after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Fund’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Fund, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on such approval. However, any approval of this Agreement by the holders of a majority of the outstanding shares (as defined in the 1940 Act) of a Series shall be effective to continue this Agreement with respect to such Series notwithstanding (i) that this Agreement has not been approved by the holders of a majority of the outstanding shares of any other Series or (ii) that this agreement has not been approved by the vote of a majority of the outstanding shares of the Fund, unless such approval shall be required by any other applicable law or otherwise.
Notwithstanding the foregoing, this Agreement may be terminated with respect to any Series covered by this Agreement: (i) by the Manager at any time, upon sixty (60) days’ written notice to the Sub-Adviser and the Fund, (ii) at any time without payment of any penalty by the Fund, by the Fund’s Board of Trustees or a majority of the outstanding voting securities of each Series, upon sixty (60) days’ written notice to the Manager and the Sub-Adviser, or (iii) by the Sub-Adviser upon three (3) months’ written notice unless the Fund or the Manager reasonably and in good faith requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Fund or Manager not to exceed three (3) additional months beyond the initial three-month notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Manager and the Fund, in the event either the Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Fund, or in the event the Manager becomes bankrupt or otherwise incapable of carrying out its obligations under this Agreement, or in the event that the Sub-Adviser does not receive compensation for its services from the Manager or the Fund as required by the terms of this Agreement.
23
In the event of termination for any reason, all records of each Series for which the Agreement is terminated shall promptly be returned to the Manager or the Fund, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall remain in effect, as well as any applicable provision of this Section numbered 17 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for services rendered while the Agreement was in effect, Section 6.
(b) Notices. Any notice must be in writing and shall be sufficiently given (1) when delivered in person, (2) when dispatched by telegram or electronic facsimile transfer (confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (3) when sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or (4) when sent by registered or certified mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.
If to the Fund:
Voya Mutual Funds
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
Attention: Huey P. Falgout, Jr.
If to the Sub-Adviser:
Wellington Management Company, LLP
280 Congress Street
Boston, MA 02210
Attention: Legal Services
If to the Manager:
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258
Attention: Michael J. Roland
18. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved as required by applicable law.
19. Use of Names.
(a) It is understood that the name “Voya Investments, LLC.” or any trademark, trade name, service mark, or logo, or any variation of such trademark, service mark, or logo of the Manager or its affiliates, including but not limited to the mark “Voya™” (collectively, the “Voya Marks”) is the valuable property of the Manager and/or its affiliates, and that the Sub-Adviser has the right to use such Voya Marks only with the prior written consent of the Manager and only so long as the Sub-Adviser is a sub-adviser to the Fund and/or the Series. In the event that the Sub-Adviser is no longer the Sub-Adviser to the Fund and/or the Series, or upon the termination of the Investment Management Agreement between the Fund and the Manager without its replacement with another agreement, or the earlier request of the Manager, the Sub-Adviser shall, as soon as is reasonably possible, discontinue all use of the Voya Marks.
(b) It is understood that the name “Wellington Management Company, LLP,” or any trademark, trade name, service mark, or logo, or any variation of such trademark, trade name, service mark, or logo of the Sub-Adviser or its affiliates (collectively, the “Wellington Marks”) are the valuable property of the Sub-Adviser and its affiliates and that the Fund and/or the Series have the right to use such Wellington Marks in the names of the Series and in offering materials of the Fund only with the approval of the Sub-Adviser and only for so long as the Sub-Adviser is a sub-adviser to the Fund and/or the Series. In the event that the Sub-Adviser is no longer the Sub-Adviser to the Fund and/or the Series, or upon the termination of the Investment Management Agreement between the Fund and the Manager without its replacement with another agreement, or the earlier request of the Sub-Adviser, the Manager shall, as soon as is reasonably possible, discontinue all use of the Wellington Marks.
20. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of Arizona, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder, and without regard for the conflicts of laws principle thereof. The term “affiliate” or “affiliated person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.
(b) The Manager and the Sub-Adviser acknowledge that the Fund enjoys the rights of a third-party beneficiary under this Agreement, and the Manager acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary under the Investment Management Agreement. Notwithstanding the foregoing, the Sub-Adviser shall be entitled to rely on the Manager’s instructions as to any matters relating to this Agreement unless such instructions are clearly unreasonable.
24
(c) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
(d) To the extent permitted under Section 17 of this Agreement, this Agreement may only be assigned by any party with the prior written consent of the other parties. The Sub-Adviser will notify the Manager of any change in the membership of the Sub-Adviser’s partnership within a reasonable time after such change.
The Manager acknowledges that, effective January 1, 2015, the Sub-Adviser shall transfer the rights and obligations under this agreement to a newly-created investment adviser, Wellington Management Company LLP, a Delaware limited liability partnership (“New Wellington Management”), and that after such date, all references to Wellington Management or the Sub-Adviser in this Agreement shall be construed as references to New Wellington Management.
(e) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement shall be deemed to be severable.
(f) Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the Manager, or constituting the Manager as an agent or co-partner of the Sub-Adviser.
(g) This Agreement may be executed in counterparts.
25
APPENDIX C: BENEFICIAL OWNERSHIP AS OF THE RECORD DATE
The following table provides information about the persons or entities who, to the knowledge of the Fund, owned beneficially or of record 5% or more of any class of the Fund’s outstanding shares as of January 23, 2017.
Name and Address of Shareholder Percent of Class of Shares and Type of Ownership Percentage of Fund
Voya Solution 2025 Portfolio
Attn Voya Operations
7337 E Doubletree Ranch Rd
Scottsdale, AZ 85258-2034 		8.9% Class I;Beneficial 8.9%
Voya Solution 2035 Portfolio
Attn Voya Operations
7337 E Doubletree Ranch Rd
Scottsdale, AZ 85258-2034 		13.3% Class I;Beneficial 13.3%
Voya Solution 2045 Portfolio
Attn Voya Operations
7337 E Doubletree Ranch Rd
Scottsdale, AZ 85258-2034 		10.2% Class I;Beneficial 10.2%
Voya Global Target Payment Fund
Attn Voya Operations
7337 E Doubletree Ranch Rd
Scottsdale, AZ 85258-2144 		8.2% Class I;Beneficial 8.2%
Voya Solution Moderately Aggressive Portfolio
Attn Voya Operations
7337 E Doubletree Ranch Rd
Scottsdale, AZ 85258-2034 		11.6% Class I;Beneficial 11.6%
Tomorrow’s Scholar 529 Plan
FBO Voya 529 Balanced Option
C/O Voya Investment Management LLC
Attn Voya Operations
7337 E Doubletree Ranch Rd Ste 100
Scottsdale, AZ 85258 		5.1% Class I;Beneficial 5.1%
26

 

   

 

 

IMPORTANT NOTICE REGARDING THE AVAILABLILITY OF INFORMATION STATEMENT
Relating to
Voya Multi-Manager International Equity Fund
(a series of Voya Mutual Funds)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
1-800-992-0180
This communication (the “Notice”) presents only an overview of a more complete Information Statement that is available to you on the internet relating to Voya Multi-Manager International Equity Fund (the “Fund”), a series of Voya Mutual Funds (the “Registrant”). The Information Statement details a sub-adviser change relating to the Fund. In connection with its duties as the investment adviser for the Registrant, Voya Investments, LLC (the “Adviser”) reviews and evaluates the Registrant’s sub-advisers on an ongoing basis.
At a meeting held on November 17, 2016, the Board of Trustees of the Registrant (the “Board”) approved the removal of J.P. Morgan Investment Management Inc. (“JPMorgan”) and T. Rowe Price Associates, Inc. (“T. Rowe Price”) and the addition of Wellington Management Company LLP (“Wellington Management”) and Polaris Capital Management, LLC (“Polaris,” together with Wellington Management, the “New Sub-Advisers”) as sub-advisers to the Fund pursuant to separate sub-advisory agreements each effective January 20, 2017 (each a “New Sub-Advisory Agreement”) as additional sub-advisers to the Fund. Baillie Gifford Overseas Limited (“BG Overseas”) and Lazard Asset Management LLC (“Lazard”) will continue to serve as sub-advisers to the Fund. A prospectus supplement describing these and other changes was mailed to shareholders on November 28, 2016.
The appointment of each New Sub-Adviser as the Fund’s sub-adviser was effected in accordance with an exemptive order (the “Order”) that the U.S Securities and Exchange Commission granted to the Registrant permitting the Adviser to enter into and materially amend sub-advisory agreements with unaffiliated and certain affiliated sub-advisers solely with Board approval, subject to certain conditions, and without obtaining shareholder approval. Consequently, the Registrant is not soliciting proxies to approve this change. The Order does, however, require that an information statement be provided to you containing much of the same information that would have been included in a proxy statement soliciting approval of a new sub-advisory agreement. In lieu of physical or electronic mail delivery of the Information Statement (other than on request as described below), the Fund will make the Information Statement available to you online.
The Information Statement will be available to review on the Internet at http://www.proxyvote.com/voya until July 9, 2017. A paper or email copy of the Information Statement may be obtained, without charge, by contacting the Fund at the address or phone number listed above. If you want to receive a paper or email copy of the Information Statement, you must request one no later than April 10, 2018.

   

 

 GRAPHIC 3 image_002.jpg GRAPHIC begin 644 image_002.jpg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end GRAPHIC 4 image_001.jpg GRAPHIC begin 644 image_001.jpg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end