EX-99.B(B)(1) 7 a19-1128_1ex99dbb1.htm EX-99.B(B)(1)

(b)(1)

 

VOYA MUTUAL FUNDS

AMENDED AND RESTATED BY-LAWS

 

These By-Laws are made as of the 18th day of March, 2018 and adopted pursuant to Section 2.7 of the Declaration of Trust, establishing Voya Mutual Funds (formerly, ING Mutual Funds, formerly Pilgrim Mutual Funds, formerly Nicholas-Applegate Mutual Funds) dated December 17, 1992., as from time to time amended (hereinafter called the “Declaration”).  All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration.

 

ARTICLE I

Meetings of Holders

 

Section 1.1 Annual Meeting. An annual meeting of the Holders of Interests in the Trust, which may be held on such date and at such hour as may from time to time be designated by the Board of Trustees and stated in the notice of such meeting, is not required to be held unless certain actions must be taken by the Holders as set forth in Section 8.7of the Declaration, or except when the Trustees consider it necessary or desirable.

 

Section 1.2 Chairman. The President or, in his or her absence, the Vice President shall act as chairman at all meetings or the Holders and, in the absence of both of them, the Trustee or Trustees present at the meeting may elect a temporary chairman for the meeting, who may be one of themselves or an officer of the Trust.

 

Section 1.3 Proxies; Voting. Holders may vote either in person or by duly executed proxy and each Holder shall be entitled to a vote proportionate to his or her Interest in the Trust, all as provided in Article IX of the Declaration. No proxy shall be valid after eleven (11) months from the date of its execution, unless a longer period is expressly stated in such proxy.

 

Section 1.4 Fixing Record Dates. For the purpose of determining the Holders who are entitled to notice of or to vote or act at a meeting, including any adjournment thereof, or who are entitled to participate in any distributions, or for any other proper purpose, the Trustees may from time to time fix a record date in the manner provided in Section 9.3 of the Declaration. If the Trustees do not, prior to any meeting of the Holders, so fix a record date, then the date of mailing notice of the meeting shall be the record date.

 

Section 1.5 Inspectors of Election. In advance of any meeting of the Holders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof.  If Inspectors of Election are not so appointed, the chairman, if any, of any meeting of the Holders may, and on the request of any Holder or his or her proxy shall, appoint Inspectors of Election of the meeting. The number of Inspectors shall be either one or three. If appointed at the meeting on the request of one or more Holders or proxies, a Majority Interests Vote shall determine whether one or three Inspectors are to be appointed, but failure to allow such determination by the Holders shall not affect the validity of the appointment of Inspectors of Election. In case any person appointed as Inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment

 

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made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairman . The Inspectors of Election shall determine the Interests owned by Holders, the Interests represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Holders. If there are three Inspectors of Election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. On request of the chairman, if any, of° the meeting, or of any Holder or his or her proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

 

Section 1.6 Records of Meetings of Holders. At each meeting of the Holders there shall be open for inspection the minutes of the last previous meeting of Holders of the Trust and a list of the Holders of the Trust, certified to be true and correct by the secretary or other proper agent of the Trust, as of the record date of the meeting.  Such list of Holders shall contain the name of each Holder in alphabetical order, the Holder’s address and Interests owned by such Holder. Holders shall have the right to inspect books and records of the Trust during normal business hours for any purpose not harmful to the Trust.

 

ARTICLE II

Trustees

 

Section 2.1 Annual and Regular Meetings. The Trustees shall hold an Annual Meeting of the Trustees for the election of officers arid the transaction of other business which may come before such meeting. Regular meetings of the Trustees may be held without call or notice at such place or places and times as the Trustees may by resolution provide from time to time.

 

Section 2.2 Special Meetings. Special Meetings of the Trustees shall be held upon the call of the chairman, if any, the President, the Secretary, or any two Trustees, at such time, on such day and at such place, as shall be designated in the notice of the meeting .

 

Section 2.3 Notice. Notice of a meeting shall be given by United states mail (which term shall include overnight mail) or by electronic transmission (which term shall include without limitation by telephone, cablegram or telefacsimile} or delivered personally, to each Trustee at his or her business address as set forth in the records of the Trust. If notice is given by mail, it shall be mailed not later than 72 hours preceding the meeting and if given by telegram or personally, such notice shall be delivered not later than 24 hours preceding the meeting. Notice of a meeting of Trustees may be waived before or after any meeting by signed written waiver. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be stated in the notice or waiver of notice of such meeting, and no notice need be given of action proposed to be taken by written consent. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting, at the commencement of such meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

 

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Section 2.4 Chairman; Records. The Trustees shall appoint a Chairman of the Board from among their number.  Such Chairman of the Board shall act as chairman at all meetings of the Trustees; in his or her absence the President shall act as chairman; and, in the absence of all of them, the Trustees present shall elect one of their number to act as temporary chairman.  The results of all actions taken at a meeting of the Trustees, or by written consent of the Trustees, shall be recorded by the Secretary.

 

Section 2.5 Audit Committee. The Board of Trustees may, by the affirmative vote of a majority of the entire Board, appoint from its members an Audit Committee composed of two or more Trustees who (i) are not “interested persons” (as defined in the 1940 Act) of the Trust, or (ii) are “interested persons” of the Trust solely by reason of being brokers or dealers registered under the Securities Exchange Act of 1934, or being affiliated persons (as defined in the 1940 Act) of registered brokers or dealers (other than brokers or dealers affiliated with the Trust’s investment adviser or distributor).  The Audit Committee shall (a) recommend independent public accountants for selection by the Board, (b) review the scope of audit, accounting and financial internal controls and the quality and adequacy of the Trust’s accounting staff with the independent public accountants and such other persons as may be deemed appropriate, (c) review with the accounting staff and the independent public accountants the compliance of transactions of the Trust with its investment adviser, administrator or any other service provider with the financial terms of applicable contracts or agreements, (d) review reports of the independent public accountants and-comment to the Board when warranted, (e) report to the Board at least once each year and at such other times as the committee deems desirable, and (f) be directly available at all times to independent public accountants and responsible officers of the Trust for consultation on audit, accounting and related financial matters.

 

Section 2.6 Nominating Committee of Trustees.  The Board of Trustees may, by the affirmative vote of a majority of the entire Board, appoint from its members a Trustee Nominating Committee composed of two or more Trustees.  The Trustee Nominating Committee shall recommend to the Board a slate of·persons to be nominated for election as Trustees by the Holders at a meeting of the Holders and a person to be elected to fill any vacancy occurring for any reason in the Board.  Notwithstanding anything in this Section to the contrary, if the Trust has in effect a plan pursuant to Rule 12b-1 under the 1940 Act, the selection and nomination of those Trustees who are not “interested persons” (as defined in the Act) shall be committed to the discretion of such Disinterested Trustees.

 

Section 2.7 Executive Committee.  The Board of Trustees may appoint from its members an Executive Committee composed of those Trustees as the Board may from time to time determine, of which committee the Chairman of the Board shall be a member.  In the intervals between meetings of the Board, the Executive Committee shall have the power of the Board to (a) determine the value of securities and assets owned by the Trust, (b) elect or appoint officers of the Trust to serve until the next meeting of the Board, and take such action as may be necessary to manage the portfolio security loan business of the Trust. All action by the Executive Committee shall be recorded and reported to the Board at its meeting next succeeding such action.

 

Section 2.8 Other Committees.  The Board of Trustees may appoint from among its members other committees composed of two or more of its Trustees which shall have such powers as may

 

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be delegated or authorized by the resolution appointing them .

 

Section 2.9 Committee Procedures.  The Board of Trustees may at any time change the members of any committee, fill vacancies or discharge any committee. In the absence of any member of any committee, the member or members thereof present at any meeting, whether or not they constitute a quorum, may unanimously appoint to act in the place of such absent member a member of the Board who, except in the case of the Executive Committee, is not an “interested person” of the Trust as the Board may from time to time determine. Each committee may fix its own rules of procedure and may meet as and when provided by those rules. Copies of the minutes of all meetings of committees other than the Nominating committee and the Executive Committee shall be distributed to the Board unless the Board shall otherwise provide.

 

ARTICLE III

Officers

 

Section 3.1 Officers of the Trust; Compensation.  The officers of the Trust shall consist of a President, a Secretary, a - Treasurer and such other officers or assistant officers, including Vice Presidents, as may be elected by the Trustees. Any two or more of the offices may be held by the same person. The Trustees may designate a Vice President as an Executive Vice President and may designate the order in which the other Vice Presidents may act.  No officer of the Trust need be a Trustee.  The Board of Trustees may determine what, if any, compensation shall be paid to officers of the Trust.

 

Section 3.2 Election and Tenure. At the initial organization meeting and thereafter at each annual meeting of the Trustees, the Trustees shall elect the Chairman, President, Secretary, Treasurer and such other officers as the Trustees shall deem necessary or appropriate in order to carry out the business of the Trust.  The Chairman of the Board and such officers shall hold office until the next annual meeting of the Trustees and until their successors have been duly elected and qualified.  The Trustees may fill any vacancy in or ad any additional officers at any time.

 

Section 3.3 Removal of Officers.  Any officer may be removed at any time, with or without cause, by action of a majority of the Trustees.  This provision shall not prevent the making of a contract of .employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of a contract of employment.  Any officer may resign at any time by notice in writing signed by such officer and delivered or mailed to the President or Secretary, and such resignation shall take effect immediately, or at a later date according to the terms of such notice in writing.

 

Section 3.4 Bonds and Surety.  Any officer may·be required by the Trustees to be bonded for the faithful performance of his or her duties in such amount and with such sureties as the Trustees may determine.

 

Section 3.6 President; Chief Executive Officer.  The President shall be the Chief Executive Officer of the Trust, except at any time when another person has been appointed by the Trustees and is serving as the Chief Executive Officer of the Trust.   Subject to the direction of the Trustees, the President shall have responsibility for the general administration of the business and policies of the Trust.  Except as the Trustees may otherwise order, the President shall have

 

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the power to grant, issue, execute or sign such powers of attorney, proxies, agreements or other documents as may be deemed advisable or necessary in the furtherance of the interests of the Trust or any Series thereof.  The President shall also have the power to employ attorneys, accountants and other advisers and agents and counsel for the Trust.  The President shall perform such duties additional to all of the foregoing as the Trustees may from time to time designate.  At any time when a person other than the President has been appointed by the Trustees and is serving as Chief Executive Officer, then (i) the Chief Executive Officer, and not the President, shall without further action by the Trustees (unless the Trustees shall decide otherwise) have the obligations and the authorities specified above in this paragraph, and (ii) the President shall instead perform such other supervisory or executive functions as the Trustees or the Chief Executive Officer shall specify from time to time.  The person serving at any time as the Chief Executive Officer of the Trust shall be the “principal executive officer” of the Trust as such term is used in the Securities Act of 1933, as amended.  Notwithstanding the foregoing, at any such time, any person dealing with the Trust or the President or Chief Executive Officer shall be entitled to assume that each of the President and Chief Executive Officer of the Trust has the full authority to perform all of the powers and duties of the Chief Executive Officer of the Trust.

 

Section 3.6 Vice Presidents.  In the absence or disability of the President, the Vice Presidents in order of their rank or the Vice President designated by the Trustees, shall perform all of the duties of President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President. Subject to the direction of the President, the Treasurer and each Vice President shall have the power in the name and on behalf of the Trust to execute any and all loan documents, contracts, agreements, deeds, mortgages and other instruments in writing, and, in addition, shall have such other duties and powers as shall be designated from time to time by the Trustees, the Chairman, or the President .

 

Section 3.6 Secretary.  The Secretary shall keep the minutes of all meetings of, and record all votes of, Holders, Trustees and any committees of Trustees, provided that, in the absence or disability of the Secretary, the Holders or Trustees or committee may appoint any other person to keep the minutes of a meeting and record votes.  The Secretary shall attest the signature or signatures of the officer or officers executing any instrument on behalf of the Trust. The Secretary shall also perform any other duties commonly incident to such office in a Delaware corporation, and shall have such other authorities and duties as the Trustees shall from time to time determine .

 

Section 3.7 Treasurer.  Except as otherwise directed by the Trustees, the Treasurer shall have the general supervision of the monies, funds, securities, notes receivable and other valuable papers and documents of the Trust, and shall have and exercise under the supervision of the Trustees and of the Chairman and the President all powers and duties normally incident to his office.  He may endorse for deposit or collection all notes, checks and other instruments payable to the Trust or to its order. He shall deposit all funds of the Trust as may be ordered by the Trustees, the Chairman, or the President.  He shall keep accurate account of the books of the Trust’s transactions which shall be the property of the Trust and which, together with all other property of the Trust in his possession, shall be subject at all times to the inspection and control of the Trustees. Unless the Trustees shall otherwise determine, the Treasurer shall be the principal accounting officer of the Trust and shall also be the principal financial officer of the Trust. He shall have such other duties and authorities as the Trustees shall from time to time determine.

 

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Notwithstanding anything to the contrary herein contained, the Trustees may authorize any adviser or administrator to maintain bank accounts and deposit and disburse funds on behalf of the Trust.

 

Section 3.8 Other Officers and Duties.  The Trustees may elect such other officers and assistant officers as they shall from time to time determine to be necessary or desirable in order to conduct the business of the Trust. Assistant officers shall act generally in the absence of the officer whom they assist and shall assist that officer in the duties of his office. Each officer, employee and agent of the Trust shall have such other duties and authority as may be conferred upon him by the Trustees or delegated to him by the President.

 

ARTICLE IV

Custodian

 

Section 4.1 Appointment and Duties.  The Trustees shall at all times employ a custodian or custodians with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in these By-Laws:

 

(1)                                 to hold the securities owned by the Trust and deliver the same upon written order;

 

(2)                                 to receive and receipt for any moneys due to the Trust and deposit the same in its own banking department or elsewhere as the Trustees may direct;

 

(3)                                 to disburse such funds upon orders or vouchers;

 

(4)                                 if authorized by the Trustees, to keep the books and accounts of the Trust and furnish clerical and accounting services; and

 

(5)                                 if authorized to do so by the Trustees, to compute the net income and net assets of the Trust;

 

all upon such basis of compensation as may be agreed upon between the Trustees and the custodian. The Trustees may also authorize the custodian to employ one or more sub-custodians, from time to time, to perform such of the acts and services of the custodian and upon such terms and conditions as may be agreed upon between the custodian and such sub-custodian and approved by the Trustee.

 

Section 4.2 Central Certificate System.  Subject to such rules, regulations and orders as the Commission may adopt, the Trustees .may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, any such other person or entity with which the Trustees may authorize deposit in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities. All such deposits shall be subject to withdrawal only upon the order of the Trust.

 

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ARTICLE V

Miscellaneous

 

Section 5.1  Depositories.  In accordance with Article IV of these By-Laws, the funds of the Trust shall be deposited in such depositories as the Trustees shall designate and shall be drawn out on checks, drafts or other orders signed by such officer, officers, agent or agents (including any adviser or administrator), as the Trustees may from time to time authorize.

 

Section 5.2 Signatures.  All contracts and other instruments shall be executed on behalf of the Trust by such officer, officers, agent or agents, as provided in these By-Laws or as the Trustees may from time to time by resolution or authorization provide.

 

Section 5.3 Fiscal Year.  The fiscal year of the Trust shall end on December 31 of each year, subject, however, to change from time to time by the Board of Trustees.

 

ARTICLE VI

Interests

 

Section 6.1 Interests.  Except as otherwise provided by law, the Trust shall be entitled to recognize the exclusive right of a person in whose name Interests stand on the record of Holders as the owners of such Interests for all purposes, including, without limitation, the rights to receive distributions, and to vote as such owner, and the Trust shall not be bound to recognize any equitable or legal claim to or interest in any such Interests on the part of any other person.

 

Section 6.2 Regulations.  The Trustees may make such additional rules and regulations , not inconsistent with these By-Laws, as they may deem expedient concerning the sale and purchase of Interests of the Trust.

 

Section 6.3 Distribution Disbursing Agents and the Like.  The Trustees shall have the power to employ and compensate such distribution disbursing agents, warrant agents and agents for the reinvestment of distributions as they shall deem necessary or desirable. Any of such agents shall have such power and authority as is delegated to any of them by the Trustees.

 

ARTICLE VII

Amendment of By-Laws

 

Section 7.1 Amendment and Repeal of By-Laws.  In accordance with Section 2.7 of the Declaration, the Trustees shall have the power to alter, amend or repeal the By-Laws or adopt new By-Laws at any time.  The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration, DBTA, the 1940 Act or applicable federal securities laws.

 

Section 7.2 No Personal Liability.  The Declaration establishing Nicholas-Applegate Mutual Funds (now known as Voya Mutual Funds) provides that the name Voya Mutual Funds does not refer to the Trustees as individuals or personally; and no Trustee, officer, employee or agent of, or Holder of Interest in, Voya Mutual Funds shall be held to any personal liability, nor shall

 

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resort be had to their private property for the satisfaction of any obligation or claim or otherwise in connection with the affairs of Voya Mutual Funds (except to the extent of a Holder’s Interest in the Trust).

 

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