POS AMI 1 f40946d1.htm POS AMI SUPPLEMENT TO VOYA VACS SERIES EME FUND POS AMI Supplement to Voya VACS Series EME Fund

As filed with the U.S. Securities and Exchange Commission on February 28, 2025

Investment Company Act File No. 811-07428

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

 

THE INVESTMENT COMPANY ACT OF 1940

x

Amendment No. 237

x

(Check appropriate box or boxes)

 

VOYA MUTUAL FUNDS

(Exact Name of Registrant as Specified in Charter)

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (800) 992-0180

Joanne F. Osberg, Esq.

Voya Investments, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

(Name and Address of Agent for Service)

With copies to:

Elizabeth J. Reza, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199-3600

It is intended that this filing become effective on February 28, 2025, in accordance with Section 8 of the Investment Company Act of 1940, as amended (the “1940 Act”).


EXPLANATORY NOTE

This Amendment No. 237 (the “Amendment”) to the Registration Statement of Voya Mutual Funds (the “Registrant”) on Form N-1A is being filed under the Investment Company Act of 1940 (the “1940 Act”), as amended, to amend and supplement Amendment No. 236 to the Registrant’s Registration Statement on Form N-1A, filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 27, 2025, under the 1940 Act (Accession No. 0001683863-25-001420) (“Amendment No. 236”) as pertaining to Parts A and B of the Registration Statement with respect to Voya VACS Series EME Fund (the “Fund”) a series of the Registrant.

Part A and Part B of the Registration Statement with respect to the Fund as filed in Amendment No. 236, are incorporated herein by reference.

The Fund’s shares are not registered under the Securities Act of 1933, as amended (the “1933 Act”), because the shares are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. Investments in the Fund may only be made by “accredited investors,” as defined in Regulation D under the 1933 Act. This Amendment does not constitute an offer to sell, or the solicitation of an offer to buy, within the meaning of the 1933 Act, any beneficial interests in the Fund.

This Registration Statement relates only to the Fund and does not affect or incorporate by reference the currently effective Part A and Part B for the Registrant’s other series.


VOYA MUTUAL FUNDS Voya VACS Series EME Fund (the “Fund”)

Amendment dated February 28, 2025

to the Fund’s Prospectus, dated February 28, 2025

(the “Prospectus”)

IMPORTANT NOTICE REGARDING CHANGE IN INVESTMENT POLICY

In accordance with recent changes to regulatory disclosure requirements regarding investment company names, the Fund’s policy to invest in accordance with the investment focus that the Fund’s name suggests (the “80% Investment Policy”) is changed effective April 29, 2025 (the “Effective Date”), as set forth below.

Current 80% Investment Policy

New 80% Investment Policy as of the

 

Effective Date

Under normal market conditions, the Fund invests

Under normal circumstances, the Fund invests at

at least 80% of its net assets (plus borrowings for

least 80% of its net assets (plus the amount of any

investment purposes) in equity securities of

borrowings for investment purposes) in equity

issuers in emerging markets.

securities of issuers in emerging markets.

Although the Fund’s new 80% Investment Policy and related disclosure changes are set forth in the Fund’s Prospectus, these changes will not be effective until the Effective Date. Until the Effective Date, the Fund’s current 80% Investment Policy and related disclosure, as set forth in the table below under the heading “Current Disclosure”, will continue in effect and supersede the disclosure in the first three paragraphs in the sub-section of the Prospectus entitled “Principal Investment Strategies” (which, for reference, is set forth in the table below under the heading “Disclosure as of the Effective Date”).

Current Disclosure

Disclosure as of the Effective Date

Under normal market conditions, the Fund invests

Under normal circumstances, the Fund invests at

at least 80% of its net assets (plus borrowings for

least 80% of its net assets (plus the amount of any

investment purposes) in equity securities of

borrowings for investment purposes) in equity

issuers in emerging markets. The Fund will

securities of issuers in emerging markets. For

provide shareholders with at least 60 days' prior

purposes of this 80% policy, emerging markets

notice of any change in this investment policy.

means most countries in the world except

 

Australia, Canada, Japan, New Zealand, Hong

The Fund currently considers developing or

Kong, Singapore, the United Kingdom, the United

emerging market countries to include most

States, and most of the countries of Western

countries in the world except Australia, Canada,

Europe. For purposes of this 80% policy, equity

Japan, New Zealand, Hong Kong, Singapore, the

securities include, without limitation, common

United Kingdom, the U.S., and most of the

stock, preferred stock, convertible securities,

countries of Western Europe. An emerging market

depositary receipts, participatory notes and other

company is one (i) that is organized under the

structured notes, real estate-related securities

laws of, or has a principal place of business in, an

(including real estate investment trusts

emerging market; (ii) for which the principal

(“REITs”)), trust or partnership interests, rights

securities market is in an emerging market; (iii)

and warrants to buy common stock, privately

that derives at least 50% of its total revenues or

placed securities, and initial public offerings

profits from goods that are produced or sold,

(“IPOs”).

investments made, or services performed in an

 

1

emerging market; or (iv) at least 50% of the assets

An issuer in an emerging market is one: (i) that is

of which are located in an emerging market. The

organized under the laws of, or has a principal

Fund may invest in companies of any market

place of business in, an emerging market; (ii) for

capitalization.

which the principal securities market is in an

 

emerging market; (iii) that derives at least 50% of

Equity securities may include common stock,

its total revenues or profits from goods that are

preferred stock, convertible securities, depositary

produced or sold, investments made, or services

receipts, participatory notes, trust or partnership

performed in an emerging market; or (iv) at least

interests, warrants and rights to buy common

50% of the assets of which are located in an

stock, and privately placed securities. The Fund

emerging market. The Fund may invest in

may invest in real estate-related securities,

companies of any market capitalization.

including real estate investment trusts (“REITs”)

 

and non-investment grade bonds (high-yield or

The Fund may invest in bonds rated below

“junk bonds”).

investment grade (sometimes referred to as “high-

 

yield securities”, “high-yield bonds”, or “junk

 

bonds”).

In addition, the section of the Prospectus entitled “Additional Information About 80% Investment Policy Related to Fund Name” is inapplicable until the Effective Date.

PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE. THIS AMENDMENT WILL EXPIRE ON THE EFFECTIVE DATE.

2


PART C.
OTHER INFORMATION
Item 28. Exhibits
28 (a)(1)
28 (a)(2)
28 (a)(3)
28 (a)(4)
28 (a)(5)
28 (a)(6)
28 (a)(7)
28 (a)(8)
28 (a)(9)
28 (a)(10)
28 (a)(11)
28 (a)(12)
28 (a)(13)
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28 (a)(14)
28 (a)(15)
28 (a)(16)
28 (a)(17)
28 (a)(18)
28 (a)(19)
28 (a)(20)
28 (a)(21)
28 (a)(22)
28 (a)(23)
28 (a)(24)
28 (a)(25)
28 (a)(26)
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28 (a)(27)
28 (a)(28)
28 (a)(29)
28 (a)(30)
28 (a)(31)
28 (a)(32)
28 (a)(33)
28 (a)(34)
28 (a)(35)
28 (a)(36)
28 (a)(37)
28 (a)(38)
28 (a)(39)
28 (a)(40)
C-3

28 (a)(41)
28 (a)(42)
28 (a)(43)
28 (a)(44)
28 (a)(45)
28 (a)(46)
28 (a)(47)
28 (a)(48)
28 (a)(49)
28 (a)(50)
28 (a)(51)
28 (a)(52)
28 (a)(53)
28 (a)(54)
28 (a)(55)
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28 (a)(56)
28 (a)(57)
28 (a)(58)
28 (a)(59)
28 (a)(60)
28 (a)(61)
28 (a)(62)
28 (a)(63)
28 (a)(64)
28 (a)(65)
28 (a)(66)
28 (a)(67)
28 (a)(68)
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28 (a)(69)
28 (a)(70)
28 (a)(71)
28 (a)(72)
28 (a)(73)
28 (a)(74)
28 (a)(75)
28 (a)(76)
28 (a)(77)
28 (a)(78)
28 (a)(79)
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28 (a)(80)
28 (a)(81)
28 (a)(82)
28 (a)(83)
28 (a)(84)
28 (a)(85)
28 (a)(86)
28 (a)(87)
28 (a)(88)
28 (a)(89)
28 (a)(90)
28 (a)(91)
28 (a)(92)
28 (a)(93)
C-7

28 (a)(94)
28 (a)(95)
28 (a)(96)
28 (a)(97)
28 (a)(98)
28 (a)(99)
28 (a)(100)
28 (b)(1)
28 (c)(1)
Not applicable.
28 (d)(1)
28 (d)(1)(i)
28 (d)(1)(ii)
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28 (d)(1)(v)
28 (d)(2)
28 (d)(2)(i)
28 (d)(2)(ii)
28 (d)(2)(iii)
28 (d)(3)
28 (d)(3)(i)
28 (d)(4)
28 (d)(4)(i)
28 (d)(5)
28 (d)(5)(i)
28 (d)(6)
28 (d)(6)(i)
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28 (d)(7)
28 (d)(8)
28 (d)(8)(i)
28 (d)(9)
28 (d)(10)
28 (d)(11)
28 (d)(11)(i)
28 (d)(11)(ii)
28 (d)(11)(iii)
28 (d)(12)
28 (d)(12)(i)
28 (e)(1)
28 (e)(1)(i)
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28 (e)(2)
28 (f)(1)
28 (g)(1)
28 (g)(1)(i)
28 (g)(1)(ii)
28 (g)(1)(iii)
28 (g)(1)(iv)
28 (g)(1)(v)
28 (g)(1)(vi)
28 (g)(1)(vii)
28 (g)(1)(viii)
28 (g)(1)(ix)
28 (g)(1)(x)
28 (g)(1)(xi)
28 (g)(1)(xii)
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28 (g)(2)
28 (g)(2)(i)
28 (g)(2)(ii)
28 (g)(2)(iii)
28 (g)(2)(iv)
28 (g)(3)
28 (g)(3)(i)
28 (g)(3)(ii)
28 (g)(3)(iii)
28 (g)(3)(iv)
28 (h)(1)
28 (h)(1)(i)
28 (h)(1)(ii)
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28 (h)(1)(iii)
28 (h)(1)(iv)
28 (h)(1)(v)
28 (h)(1)(vi)
28(h)(1)(vii)
28 (h)(1)(viii)
28(h)(1)(ix)
28(h)(1)(x)
28 (h)(2)
28 (h)(2)(i)
28 (h)(2)(ii)
28 (h)(2)(iii)
28 (h)(2)(iv)
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28 (h)(3)
28 (h)(3)(i)
28 (h)(4)
28 (h)(4)(i)
28 (h)(5)
28 (h)(5)(i)
28 (h)(5)(ii)
28 (h)(6)
28 (h)(6)(i)
28 (h)(7)
28 (h)(7)(i)
28 (h)(8)
28 (h)(9)
28 (h)(10)
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28 (h)(10)(i)
28 (h)(11)
28 (i)(1)
28 (i)(2)
28 (i)(3)
28 (i)(4)
28 (i)(5)
28 (i)(6)
28 (i)(7)
28 (i)(8)
28 (i)(9)
28 (i)(10)
28 (i)(11)
28 (i)(12)
28 (i)(13)
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28 (i)(14)
28 (i)(15)
28 (i)(16)
28 (i)(17)
28 (i)(18)
28 (i)(19)
28 (i)(20)
28 (i)(21)
28 (i)(22)
28 (i)(23)
28 (i)(24)
28 (i)(25)
28 (i)(26)
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28 (i)(27)
28 (i)(28)
28 (i)(29)
28 (i)(30)
28 (i)(31)
28 (i)(32)
28 (i)(33)
28 (i)(34)
28 (i)(35)
28 (i)(36)
28 (i)(37)
28 (i)(38)
28 (i)(39)
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28 (i)(40)
28 (i)(41)
28 (i)(42)
28 (i)(43)
28 (j)(1)
Not applicable.
28 (j)(2)
Not applicable.
28 (k)
Not applicable.
28 (l)
Not applicable.
28 (m)(1)
28 (m)(1)(i)
28 (m)(2)
28 (m)(2)(i)
28 (m)(3)
28 (m)(3)(i)
28 (n)(1)
28 (o)
Not applicable.
28 (p)(1)
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28 (p)(2)
28 (p)(3)
28 (p)(4)
28 (p)(5)
28 (p)(6)
28 (p)(7)
Item 29. Persons Controlled by or Under Common Control with Registrant
None.
Item 30. Indemnification
Article 5, Section 5.02 of the Amended and Restated Declaration of Trust provides for the indemnification of Registrant’s Trustees, officers, employees, and agents against liabilities incurred by them in connection with the defense or disposition of any action or proceeding in which they may be involved or with which they may be threatened, while in office or thereafter, by reason of being or having been in such office, except with respect to matters as to which it has been determined that they acted with willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office (“disabling conduct”).
Section 9 of Registrant’s Amended and Restate Investment Management Agreement provides for the indemnification of Registrant’s Investment Manager and any Sub-Adviser against all liabilities incurred by it in performing its obligations under the agreement, except with respect to matters involving its disabling conduct.
Section 9 of Registrant’s Distribution Agreement provides for the indemnification of Registrant’s Distributor against all liabilities incurred by it in performing its obligations under the Agreement, except with respect to matters involving its disabling conduct.
Section 4 of the Shareholder Service Agreement provides for the indemnification of Registrant’s Distributor against all liabilities incurred by it in performing its obligations under the Agreement, except with respect to matters involving its disabling conduct.
Registrant has obtained from a major insurance carrier a trustees’ and officers’ liability policy covering certain types of errors and omissions.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (“1933 Act”) may be permitted to trustees, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it, is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
C-19

Item 31. Business and Other Connections of Investment Advisers
Any other business, profession, vocation or employment of a substantial nature in which the investment adviser and each sub-adviser of Voya Mutual Funds and each director, officer or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee is described in each investment adviser’s Form ADV as currently on file with the SEC, the text of which is hereby incorporated by reference.
INVESTMENT ADVISER
FILE NO.
Voya Investments, LLC
801-48282
Acadian Asset Management LLC
801-28078
Delaware Management Company
812-13521
Lazard Asset Management LLC
801-61701
Sustainable Growth Advisers, LP
801-62151
Victory Capital Management Inc.
801-46878
Voya Investment Management Co. LLC
801-9046
Wellington Management Company LLP
801-15908
Item 32. Principal Underwriter
(a)
Voya Investments Distributor, LLC is the placement agent or principal underwriter, as applicable, for Voya Credit Income Fund; Voya Enhanced Securitized Income Fund; Voya Equity Trust; Voya Funds Trust; Voya Government Money Market Portfolio; Voya Intermediate Bond Portfolio; Voya Investors Trust; Voya Mutual Funds; Voya Partners, Inc.; Voya Separate Portfolios Trust; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust.
(b)
Information as to the directors and officers of the placement agent or principal underwriter, as applicable, together with the information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of the placement agent or principal underwriter, as applicable, in the last two years, is included in the table below:
Name and Principal Business Address
Positions and Offices with Voya Investments
Distributor, LLC
Positions and Offices with the Registrant
Stephen Easton
One Orange Way
Windsor, Connecticut 06095
Chief Compliance Officer
None
Huey P. Falgout, Jr.
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Secretary
None
Bill Golden
230 Park Avenue
New York, New York 10169
Director and Managing Director
None
Michelle P. Luk
230 Park Avenue
New York, New York 10169
Senior Vice President and Treasurer
None
Marino Monti, Jr.
One Orange Way
Windsor, Connecticut 06095
Chief Information Security Officer
None
Francis G. O’Neill
One Orange Way
Windsor, Connecticut 06095
Senior Vice President and Chief Risk
Officer
None
Monia Piacenti
One Orange Way
Windsor, Connecticut 06095
Anti-Money Laundering Officer
Anti-Money Laundering Officer
C-20

Name and Principal Business Address
Positions and Offices with Voya Investments
Distributor, LLC
Positions and Offices with the Registrant
Tiffani Potesta
230 Park Avenue
New York, New York 10169
Director, President and Chief Executive
Officer
None
Andrew K. Schlueter
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
Senior Vice President
Senior Vice President
Robert P. Terris
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Senior Vice President
Senior Vice President
Catrina Willingham
5780 Powers Ferry Road NW
Atlanta, Georgia 30327
Vice President, Chief Financial Officer,
Controller, and Financial and Operations
Principal
None
(c)
Not applicable.
Item 33. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the offices of: (a) the Registrant, (b) the Investment Adviser, (c) the Distributor, (d) the Custodians, (e) the Transfer Agent, and (f) the Sub-Advisers. The address of each is as follows:
(a)
Voya Mutual Funds
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(b)
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(c)
Voya Investments Distributor, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(d)
Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
(e)
BNY Mellon Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
(f)(1)
Acadian Asset Management, LLC
One Post Office Square, 20th Floor
Boston, Massachusetts 02109
(f)(2)
Delaware Management Company
2005 Market Street
Philadelphia, Pennsylvania 19103
(f)(3)
Lazard Asset Management LLC 30 Rockefeller Plaza
New York, New York 10112
(f)(4)
Sustainable Growth Advisers, LP
301 Tresser Boulevard
Stamford, Connecticut 06901
C-21

(f)(5)
Victory Capital Management Inc.
15935 La Cantera Pkwy
San Antonio, Texas 78256
(f)(6)
Voya Investment Management Co. LLC
230 Park Avenue
New York, New York 100169
(f)(7)
Wellington Management Company LLP
280 Congress Street
Boston, Massachusetts 02210
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Registrant hereby undertakes that if it is requested by the holders of at least 10% of its outstanding shares to call a meeting of shareholders for the purpose of voting upon the question of removal of a trustee, it will do so and will assist in communications with other shareholders as required by Section 16(c) of the 1940 Act.
C-22


SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment No. 237 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and the State of Arizona on the 28th day of February 2025.

VOYA MUTUAL FUNDS

By: /s/ Joanne F. Osberg

Joanne F. Osberg

Secretary