As filed with the U.S. Securities and Exchange Commission on July 10, 2026

Securities Act File No. [ ]

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No.

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) (Zip Code)

1-800-992-0180

(Registrant’s Area Code and Telephone Number)

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

Approximate Date of Proposed Public Offering:

As soon as practicable after this Registration Statement becomes effective.

It is proposed that this filing will become effective on August 19, 2026, pursuant to Rule 488 under the Securities Act of 1933, as

amended.

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the

Investment Company Act of 1940, as amended.

Title of Securities Being Registered: Class W shares of beneficial interest in the series of the registrant designated as Voya Multi-

Manager Emerging Markets Equity Fund.


VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, AZ 85258-2034

1-800-992-0180

August 19, 2026

Dear Shareholder:

On behalf of the Boards of Trustees (the “Board”) of Voya Asia Pacific High Dividend Equity Income Fund (“IAE Fund”) and Voya Emerging Markets High Dividend Equity Fund (“IHD Fund,” together with IAE Fund, each a “Target Fund” and together, the “Target Funds”), we are pleased to invite you to a combined special meeting of shareholders (the “Special Meeting”) of IAE Fund and IHD Fund. The Special Meeting is scheduled for 1:00 p.m. (MST) on September 28, 2026. The Special Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the Special Meeting online by visiting meetnow.global/MLXGSMW where you will be able to listen to the Special Meeting live, submit questions and vote. You will need your unique control number, which is located in the shaded box on the front of your proxy card. Please see the “How do I attend the virtual Special Meeting?” section of the proxy statement for more details regarding the logistics of the virtual format of the Special Meeting. You will not be able to attend the meeting physically. At the Special Meeting, shareholders of IAE Fund and IHD Fund will be asked to vote on their applicable proposed reorganization (each, a “Reorganization” and together, the “Reorganizations”) of each of IAE Fund and IHD Fund with and into Voya Multi-Manager Emerging Markets Equity Fund (“MM EME Fund”) (together with IAE Fund and IHD Fund, the “Funds”). The Funds are members of the Voya family of funds.

If a Reorganization is approved by shareholders of a relevant Target Fund, shareholders of that Target Fund will become shareholders of MM EME Fund beginning on the date the Reorganization occurs. The Reorganizations would provide shareholders of the Target Funds with an opportunity to participate in a portfolio with a similar focus on emerging markets equity securities and an investment objective that seeks long-term capital appreciation.

Formal notice of the Special Meeting appears on the next page, followed by a combined proxy statement and prospectus (the “Proxy Statement/Prospectus”). The Reorganizations are discussed in detail in the enclosed Proxy Statement/Prospectus, which you should read carefully. The Board recommends that you vote “FOR” the Reorganizations.

Your vote is important regardless of the number of shares you own. To avoid the added cost of follow-up solicitations and possible adjournments, please read the Proxy Statement/Prospectus and cast your vote. It is important that your vote be received no later than September 27, 2026.

We appreciate your participation and prompt response in this matter and thank you for your continued support. Sincerely,

Christian G. Wilson

President

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF

VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
7337 East Doubletree Ranch Road, Suite 100

Scottsdale, AZ 85258-2034

1-800-992-0180

Scheduled for September 28, 2026 at 1:00 p.m. (MST)

To the Shareholders:

NOTICE IS HEREBY GIVEN that a combined special meeting of the shareholders (the “Special Meeting”) of Voya Asia Pacific High Dividend Equity Income Fund (“IAE Fund”) and Voya Emerging Markets High Dividend Equity Fund (“IHD Fund”) is scheduled for 1:00 p.m. (MST) on September 28, 2026. The Special Meeting will be held in a virtual meeting format only. You can attend and participate in the Special Meeting by registering online at meetnow.global/MLXGSMW where you will be able to listen to the Special Meeting live, submit questions and vote. You will need your unique control number, which is located in the shaded box on the front of your proxy card. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Special Meeting. You must obtain a legal proxy through your bank/broker in order to register to attend the meeting. See the “How do I attend the virtual Special Meeting?” section of the enclosed combined proxy statement and prospectus (the “Proxy Statement/Prospectus”) for more details regarding the logistics of the Special Meeting, including the ability to submit questions, and technical details and support related to accessing the virtual platform for the Special Meeting. You will not be able to attend the meeting physically.

At the Special Meeting, IAE Fund’s and IHD Fund’s shareholders will be asked:

1.For shareholders of IAE Fund, to approve an Agreement and Plan of Reorganization by and between IAE Fund and Voya Mutual Funds, a Delaware statutory trust and an open-end investment management company (“VMF”), on behalf of its series, Voya Multi-Manager Emerging Markets Equity Fund (“MM EME Fund”), providing for the reorganization of IAE Fund with and into MM EME Fund;

2.For shareholders of IHD Fund, to approve an Agreement and Plan of Reorganization by and between IHD Fund and VMF, on behalf of its series, MM EME Fund, providing for the reorganization of IHD Fund with and into MM EME Fund; and

3.For shareholders of both IAE Fund and IHD Fund, separately, to transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.

Please read the enclosed Proxy Statement/Prospectus carefully for information concerning the reorganization of IAE Fund with and into MM EME Fund and the reorganization of IHD Fund with and into MM EME Fund (together, the “Reorganizations”) to be placed before the Special Meeting.

The Boards of Trustees of IAE Fund and IHD Fund recommend that you vote “FOR” the relevant Reorganization.

Shareholders of record as of the close of business on July 24, 2026 are entitled to notice of, and to vote at, the Special Meeting, and are also entitled to vote at any adjournments or postponements thereof. Your attention is called to the accompanying Proxy Statement/Prospectus. Regardless of whether you plan to attend the Special Meeting, please complete, sign, and return the enclosed Proxy Card by September 27, 2026 so that a quorum will be present and a maximum number of shares may be voted. Proxies or voting instructions may be revoked at any time before they are exercised by submitting a revised Proxy Card, by giving written notice of revocation to IAE Fund and/or IHD Fund, as applicable, or by voting in person (virtually) at the Special Meeting.

By Order of the Boards of Trustees

Joanne F. Osberg

Secretary

August 19, 2026

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND THE REORGANIZATIONS

Please read the enclosed combined proxy statement and prospectus (“Proxy Statement/Prospectus”) for a complete description of the reorganizations (each, a “Reorganization” and together, the “Reorganizations”). However, as a quick reference, the following questions and answers provide a brief overview of the Reorganizations.

Q:Why am I receiving the attached Proxy Statement/Prospectus?

A.Certain funds are required to obtain shareholders’ votes for certain types of events, like the Reorganizations described herein. As a shareholder of record of Voya Asia Pacific High Dividend Equity Income Fund (“IAE Fund”) and/or Voya Emerging Markets High Dividend Equity Fund (“IHD Fund,” together with IAE Fund, each a “Target Fund” and together, the “Target Funds”) as of July 24, 2026, you are being asked to approve an Agreement and Plan of Reorganization (a “Reorganization Agreement”) that will result in a transaction in which you will ultimately hold Class W shares of Voya Multi-Manager Emerging Markets Equity Fund (“MM EME Fund” or, the “Surviving Fund”). This Proxy Statement/Prospectus also serves as a prospectus for MM EME Fund.

Q:Why are the Reorganizations being recommended by the Boards of Trustees?

A.Voya Investments, LLC (the “Investment Adviser”) proposed the Reorganizations to provide shareholders of the Target Funds with the opportunity to benefit from the ability to achieve liquidity for their shares at net asset value while continuing to be invested in a fund that provides exposure to an emerging markets strategy. The Board preliminarily discussed the proposal at its in-person meeting held on May 20, 2026. Consequently, at the June 2, 2026 special meeting of the Boards of Trustees (the “Board”) of the Target Funds, the Investment Adviser proposed, and the Board approved, the Reorganization of each of the Target Funds with and into MM EME Fund. In support of its proposal, the Investment Adviser noted that, in its view, following each Reorganization, shareholders of each Target Fund would have the opportunity to realize the difference between market price and net asset value (“NAV”) by going into an open-end fund, the potential to benefit from improved performance and lower contractual fees and expenses. Additionally, the Investment Adviser noted that the Reorganizations would increase scale and provide the opportunity for improved platform placement of the Surviving Fund. Management presented the Board with several alternatives for IAE Fund and IHD Fund, including potentially liquidating the Funds or engaging in a contested solicitation of proxies with respect to the election of each Fund's Board of Trustees. Management noted that a contested proxy could result in significant expense to the Fund, divert the attention of the Fund's management, and introduce uncertainty regarding the Fund's future strategic direction. For additional information on the Board’s considerations, please see the section entitled “What factors did the Board consider?” in the attached Proxy Statement/Prospectus.

Q:How will the Reorganizations affect Target Fund shareholders?

A:Upon the closing of the Reorganizations, shareholders of each Target Fund, each a closed-end investment company, will become holders of Class W shares of the Surviving Fund, a series of an open-end investment company (commonly referred to as a “mutual fund”). The aggregate net asset value of the Surviving Fund shares received by Target Fund shareholders will be equal to the aggregate net asset value of their shares of the Target Fund held as of the close of business on the closing date of the relevant Reorganization.

Shares of each Target Fund are listed for trading on the New York Stock Exchange (the “NYSE”), where such shares may be purchased and sold through broker-dealers at prevailing market prices. Each Target Fund’s shares have at times traded at a discount to net asset value. In contrast, Class W shares of the Surviving Fund are not listed for trading on a securities exchange but rather are purchased and sold (redeemed) directly from the Surviving Fund or through financial intermediaries at net asset value, less any applicable charges. Following the completion of the relevant Reorganization, Target Fund shareholders (as shareholders of the Surviving Fund), will be able to redeem shares received in their Reorganization at net asset value on each day the Surviving Fund is open for business.

Q:How will the Reorganizations impact fees and expenses?

A:As shown in the tables below, shareholders of IAE Fund and IHD Fund will experience a decrease in the contractual management fee rate and shareholders of IHD Fund will experience a decrease in contractual expense limit following the Reorganization. For additional information about what the fees and expenses will be after the Reorganizations, please see the section entitled “How do the Annual Fund Operating Expenses Compare?” in the attached Proxy Statement/Prospectus.

 

Annual Fund Operating Expenses

 

 

 

 

 

 

 

Expenses you pay each year as a % of the value of your investment

 

 

 

 

 

 

 

 

IAE Fund

IHD Fund

 

 

 

 

 

Common

Common

MM EME Fund

 

 

 

Shares

Shares

Class W Shares1, 2

 

Management Fees

%

1.05

 

1.15

0.98

 

 

Distribution and/or Shareholder Services (12b-1) Fees

%

N/A

N/A

N/A

 

Other Expenses

%

0.353

 

0.293

0.39

 

 

Total Annual Fund Operating Expenses

%

1.40

 

1.44

1.37

 

 

Waivers and Reimbursements

%

(0.19)4

 

(0.03)5

(0.16)6

 

 

Total Annual Fund Operating Expenses after Waivers and

%

1.21

 

1.41

1.21

 

 

Reimbursements

 

 

 

 

 

 

 

 

 

 

1.Expense information has been restated to reflect current contractual rates.

2.Shareholders of IAE Fund and IHD Fund would receive Class W shares of MM EME Fund in the Reorganizations.

3.Other Expenses do not include one-time expenses related to the Reorganizations.

4.The Investment Adviser is contractually obligated to limit expenses to 1.20% on all assets, respectively, through February 28, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent Trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by the Trust without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

5.The Investment Adviser is contractually obligated to limit expenses to 1.40% on all assets, respectively, through February 28, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by the Trust, without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

6.The Investment Adviser is contractually obligated to limit expenses to 1.21% for Class W shares through March 1, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by Voya Mutual Funds, without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

Pro Forma Annual Fund Operating Expenses

Expenses you pay each year as a % of the value of your investment

 

 

 

 

MM EME Fund

 

MM EME Fund

 

 

 

 

 

Pro Forma if only

 

Pro Forma if only

MM EME Fund

 

 

 

 

IAE Fund

 

IHD Fund

Pro Forma if both

 

 

 

 

Reorganization is

 

Reorganization is

Reorganizations

 

 

 

 

Approved1

 

Approved1

are approved1

 

Class W2

 

 

 

 

 

 

 

Management Fees

%

0.98

0.98

0.98

 

Distribution and/or Shareholder Services

%

 

N/A

 

N/A

N/A

 

(12b-1) Fees

 

 

 

 

 

 

 

 

 

 

 

Other Expenses

%

0.383

0.383

0.373

 

Total Annual Fund Operating Expenses

%

 

1.36

 

1.36

1.35

 

Waivers and Reimbursements

%

(0.16)4

(0.16)4

(0.15)4

 

Total Annual Fund Operating Expenses after

%

 

1.20

 

1.20

1.20

 

Waivers and Reimbursements

 

 

 

 

 

 

 

 

 

 

1.Expense information has been restated to reflect current contractual rates.

2.Shareholders of IAE Fund and IHD Fund would receive Class W shares of MM EME Fund in the Reorganizations.

3.Other Expenses are based on estimated amounts for the current fiscal year.

4.The Investment Adviser is contractually obligated to limit expenses to 1.20% for Class W shares through March 1, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by Voya Mutual Funds, without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

Q:What are the principal differences between an open-end investment company and a closed-end investment company?

A:Common shares of closed-end investment companies, such as the Target Funds, are generally listed for trading on a securities exchange, such as the NYSE, where such shares may be purchased and sold through broker-dealers at prevailing market prices, which may be greater than (premium) or less than (discount) net asset value. Exchange-listed closed-end funds do not typically engage in a continuous offering of new shares, and the common shares of closed-end funds are not redeemable from the fund. In contrast, open-end investment companies, such as the Surviving Fund, engage in a continuous offering of new shares. Shares of open-end funds are not listed for trading on a securities exchange but are purchased and sold (redeemed) directly from the fund, or through financial intermediaries, at net asset value, less any applicable sales charges. Certain additional differences exist between how closed-end funds and open-end funds are permitted to operate under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder (the “1940 Act”). Open-end funds, such as the Surviving Fund, are subject to Rule 22e-4 under the 1940 Act, which prohibits them from investing more than 15% of their net assets in illiquid investments (the “15% Illiquid Investment Limit”). Closed-end funds are not subject to Rule 22e-4, and the Target Funds may invest in illiquid investments without limit, although the Target Funds do not currently have meaningful illiquid investments.

In addition, closed-end funds are permitted to use leverage to a greater extent than open-end funds and may issue preferred shares and debt securities in addition to common shares, although the Target Funds have not issued such securities. The Surviving Fund, as an open-end fund, does not employ leverage as a principal investment strategy. The Surviving Fund also maintains higher cash balances than the Target Funds in order to be in a position to meet redemption requests. For additional information on the differences between an open-end investment company and a closed-end investment company, please see the section entitled “What are the differences between open-end funds and closed-end funds?” in the attached Proxy Statement/Prospectus.

Q.Will the Reorganizations constitute a taxable event for the Target Funds’ shareholders?

A.No. Each Reorganization is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. As a result, it is expected that shareholders of a Target Fund who receive Surviving Fund shares pursuant to the applicable Reorganization generally will not recognize gain or loss for U.S. federal income tax purposes as a direct result of such Reorganization.

Prior to the closing of the Reorganizations, each Target Fund expects to declare a distribution of all of its net investment income and net capital gains, if any. All or a portion of such a distribution may be taxable to a Target Fund’s shareholders for U.S. federal income tax purposes. Each Reorganization is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. As a result, it is expected that shareholders of a Target Fund who receive Surviving Fund shares pursuant to the applicable Reorganization generally will not recognize gain or loss for U.S. federal income tax purposes as a direct result of such Reorganization. To the extent that additional portfolio investments of the Surviving Fund are sold after the Reorganizations to meet redemption requests from former shareholders of a Target Fund, the Surviving Fund may recognize gains or losses, which may result in additional taxable distributions to shareholders of the Surviving Fund (including former shareholders of a Target Fund).

At any time before the Reorganizations take place, a shareholder may sell shares of a Target Fund on the NYSE. Generally, such sales would be taxable transactions.

You should consult with your tax adviser concerning the tax consequences of the Reorganizations.

Q.What are the costs associated with the Reorganizations?

A.The costs of the Reorganizations, assuming both Reorganizations are completed, are: (i) estimated to be $634,000, not including portfolio transition costs, and (ii) anticipated to be borne by the Target Funds with approximately $259,900 allocated to IAE Fund, and approximately $374,100 allocated to IHD Fund. The Investment Adviser will assume all costs related to the Reorganizations if the Reorganizations are not consummated. For additional information about what would occur if shareholders do not approve the Reorganizations, please see the section entitled “What happens if shareholders do not approve the Reorganizations?” below.

In addition, the Investment Adviser estimates, based on current holdings and market conditions that there will be approximately $493,500 in explicit portfolio transition costs and that such costs would be borne by the Target Funds, with approximately $203,500 attributable to IAE Fund and approximately $290,000 attributable to IHD Fund. Portfolio transition costs include transaction costs arising from the sale of portfolio securities held by the Target Funds prior to the Reorganizations. Further, the Investment Adviser has estimated that there will be $162,400 in explicit portfolio transition costs arising from the purchase of securities by MM EME Fund following the Reorganization, which will be borne by the Investment Adviser, and additional transaction costs may be incurred by MM EME Fund in connection with shareholder redemptions following the Reorganizations. It is expected that a portion of Target Fund shareholders may redeem their investment shortly following a Reorganization. To the extent redemption-related portfolio transaction costs are incurred by the Surviving Fund in

connection with such redemptions, they are expected to be reimbursed by the Investment Adviser for a period of six months following the closing of the Reorganizations. Transaction costs may be higher or lower than these estimates based on market conditions at the time of the Reorganizations.

Q.Has the Board approved the Reorganizations?

A.Yes. The Board determined that the Reorganizations would be in the best interests of the shareholders of the Target Funds and the Surviving Fund and that their interests would not be diluted as a result of the Reorganizations. The Board, including a majority of the independent trustees, who are not “interested persons” (within the meaning of the 1940 Act) voted to approve the Reorganizations.

The Board considered information regarding any potential adverse impact to shareholders as a result of the Reorganizations. See the attached Proxy Statement/Prospectus for the complete list of factors considered by the Board in approving the Reorganizations.

Q.Will you need my vote to approve the Reorganizations?

A.Yes. Each Reorganization requires shareholder approval by the relevant Target Fund. You may submit your Proxy Card in one of four ways:

By Internet. The web address and instructions for voting can be found on the enclosed Proxy Card. You will be required to provide your control number located on the Proxy Card.

By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Card. You will be required to provide your control number located on the Proxy Card.

By Mail. Mark the enclosed Proxy Card, sign and date it, and return it in the postage-paid envelope we provided. To the extent shares are held jointly, both joint owners must sign the Proxy Card.

At the Special Meeting Over the Internet. The Special Meeting will be held entirely online. Shareholders of record as of July 24, 2026, will be able to attend and participate in the Special Meeting by accessing the meeting site at meetnow.global/MLXGSMW. Even if you plan to attend the Special Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Special Meeting. Please see the “How do I attend the virtual Special Meeting?” section in the Proxy Statement/Prospectus for more details regarding the logistics of the virtual format of the Special Meeting.

If you do not plan to attend the Special Meeting, to be certain your vote will be counted, a properly executed Proxy Card must be received no later than 5:00 p.m. (MST) on September 27, 2026.

Q.When will the Reorganizations take place?

A.The Reorganizations are currently expected to be completed on or about October 9, 2026.

Q.What happens if only one Reorganization is approved?

A.The Reorganizations are not contingent upon one another, which means that if one Reorganization is approved by shareholders of one Target Fund, the Reorganization of that Target Fund will proceed independent of the other Target Fund’s Reorganization. The Board will consider further options for any Target Fund that did not approve the Reorganization, including, without limitation, adjournments of the Special Shareholder Meeting and/or the further solicitation of proxies with respect to such Target Fund.

Q.What if I have questions about the Reorganizations?

A.If you require assistance or have any questions regarding the Reorganizations, please call the solicitor, Computershare Fund Services, at 877-816-8609.

PROXY STATEMENT/PROSPECTUS

August 19, 2026

Combined Special Meeting of Shareholders

of Voya Asia Pacific High Dividend Equity Income Fund and Voya Emerging Markets High Dividend Equity Fund

Scheduled for September 28, 2026 at 1:00 p.m. (MST)

ACQUISITION OF THE ASSETS OF:

BY AND IN EXCHANGE FOR SHARES OF:

Voya Asia Pacific High Dividend Equity Income Fund

Voya Multi-Manager Emerging Markets Equity Fund

 

(A series of Voya Mutual Funds)

Voya Emerging Markets High Dividend Equity Fund

Voya Multi-Manager Emerging Markets Equity Fund

 

(A series of Voya Mutual Funds)

7337 East Doubletree Ranch Road, Suite 100

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, AZ 85258-2034

Scottsdale, AZ 85258-2034

1-800-992-0180

1-800-992-0180

(each a closed-end management investment company)

(an open-end management investment company)

Important Notice Regarding the Availability of Proxy Materials

for the Combined Special Meeting of Shareholders to be Held on September 28, 2026

This Proxy Statement/Prospectus and Notice of Special Meeting are available at: www.proxyvote.com/voya

The Proxy Statement/Prospectus explains concisely what you should know before voting on the matters described herein or investing in Voya Multi-Manager Emerging Markets Equity Fund. Please read it carefully and keep it for future reference.

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED THAT THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TO OBTAIN MORE INFORMATION

To obtain more information about Voya Asia Pacific High Dividend Equity Income Fund (“IAE Fund”), Voya Emerging Markets High Dividend Equity Fund (“IHD Fund”), and Voya Multi-Manager Emerging Markets Equity Fund (“MM EME Fund” and collectively with IAE Fund and IHD Fund, the “Funds”), please write, call, or visit our website for a free copy of the current prospectus and statement of additional information for MM EME Fund, and annual/semi-annual shareholder reports for each of the Funds, or other information.

By Phone:

1-800-992-0180

By Mail:

Voya Investment Management

 

7337 East Doubletree Ranch Road, Suite 100

 

Scottsdale, AZ 85258-2034

By Internet:

 https://individuals.voya.com/literature 

The following documents containing additional information about the Funds, each having been filed with the U.S. Securities and Exchange Commission (the “SEC”), are incorporated by reference into this Proxy Statement/Prospectus:

1.The Statement of Additional Information dated August 19, 2026 relating to this Proxy Statement/Prospectus (File No.

[ ]);

2.The audited financial statements and other information filed on Form N-CSR which covers the period ended February 28, 2026 for IAE Fund (File No. 811-22004);

3.The audited financial statements and other information filed on Form N-CSR which covers the period ended February 28, 2026 for IHD Fund (File No. 811-22438);

4.The Prospectus and Statement of Additional Information, as supplemented, dated February 28, 2026 for MM EME Fund (File No. 811-07428);

5.The audited financial statements and other information filed on Form N-CSR which covers the period ended October 31, 2025 for MM EME Fund (File No. 811-07428); and

6.The unaudited financial statements and other information filed on Form N-CSRS which covers the sixth-month period ended April 30, 2026 for MM EME Fund (File No. 811-07428).

The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders, thereunder (the “1940 Act”), and in accordance therewith, file reports and other information including proxy materials with the SEC. Proxy material, information statements, reports and other information about the Funds are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.

Table of Contents

 

INTRODUCTION .......................................................................................................................................................................

1

What is happening? ...............................................................................................................................................................

1

Why did you send me this booklet? .......................................................................................................................................

1

Who is eligible to vote? .........................................................................................................................................................

1

How do I vote? ......................................................................................................................................................................

1

How do I attend the virtual Special Meeting? .........................................................................................................................

1

When will the Special Meeting be held? ................................................................................................................................

2

SUMMARY OF THE PROPOSED REORGANIZATIONS..........................................................................................................

3

APPROVAL OF THE REORGANIZATIONS .............................................................................................................................

5

What are the proposed Reorganizations? .............................................................................................................................

5

Why are the Reorganizations being proposed? .....................................................................................................................

5

How do the Fund Organizational Structures and Investment Objectives compare?..............................................................

5

How do the Annual Fund Operating Expenses compare? .....................................................................................................

5

How do the Principal Investment Strategies compare? .........................................................................................................

7

How do the Principal Risks compare?.................................................................................................................................

12

How do the Fundamental Policies of the Funds compare?.................................................................................................

25

How do the purchase, exchange, and redemption policies of the Funds compare? ...........................................................

27

How does the performance of the Funds compare? ............................................................................................................

27

How does the management of the Funds compare? ...........................................................................................................

29

What are the key differences in the rights of shareholders of the Funds? ............................................................................

32

What are the differences between open-end funds and closed-end funds? .......................................................................

34

Additional Information about the Funds ...............................................................................................................................

35

Additional Information about the Reorganizations ...............................................................................................................

39

What is the Board’s recommendation? ...............................................................................................................................

41

What factors did the Board consider? .................................................................................................................................

41

What is the required vote? ..................................................................................................................................................

42

What happens if shareholders do not approve the Reorganizations? ................................................................................

42

General Information about the Proxy Statement/Prospectus ...........................................................................................

43

Who is asking for my vote? .................................................................................................................................................

43

How is my proxy being solicited? ........................................................................................................................................

43

What happens to my proxy once I submit it? ......................................................................................................................

43

Can I revoke my proxy after I submit it?..............................................................................................................................

43

How will my shares be voted?.............................................................................................................................................

43

How many shares are outstanding?....................................................................................................................................

44

Can shareholders submit proposals for a future shareholder meeting?..............................................................................

44

Why did my household only receive one copy of this Proxy Statement/Prospectus? .........................................................

44

APPENDIX A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION FOR VOYA ASIA PACIFIC HIGH DIVIDEND

EQUITY INCOME FUND AND VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND .......................................

A-1

APPENDIX B: ADDITIONAL INFORMATION REGARDING VOYA MULTI-MANAGER EMERGING MARKETS EQUITY

FUND .....................................................................................................................................................................................

B-1

APPENDIX C: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL AND RECORD OWNERS......................................

C-1

INTRODUCTION

What is happening?

On June 2, 2026, the Boards of Trustees (the “Board”) of Voya Asia Pacific High Dividend Equity Income Fund (“IAE Fund”), Voya Emerging Markets High Dividend Equity Fund (“IHD Fund,” together with IAE Fund, each a “Target Fund” and together, the “Target Funds”), and Voya Multi-Manager Emerging Markets Equity Fund (“MM EME Fund” or, the “Surviving Fund,” and collectively with IAE Fund and IHD Fund, the “Funds”), following a recommendation by management, each approved an Agreement and Plan of Reorganization with respect to each Target Fund (each, a “Reorganization Agreement” and together, the “Reorganization Agreements”), which provides for the reorganization of each of IAE Fund and IHD Fund, respectively, with and into MM EME Fund (each, a “Reorganization” and together, the “Reorganizations”). The Board preliminary discussed the Reorganizations at its in-person meeting held on May 20, 2026. Each Reorganization Agreement requires approval by shareholders of the relevant Target Fund, and if approved, is expected to be effective on October 9, 2026, or such other date as the parties may agree (the “Closing Date”).

Why did you send me this booklet?

This booklet includes a combined proxy statement and prospectus (the “Proxy Statement/Prospectus”) and a Proxy Card for each of IAE Fund and IHD Fund. It provides you with information you should review before providing voting instructions on the matters listed in the Notice of Special Meeting.

Because you, as a shareholder of IAE Fund and/or IHD Fund, are being asked to approve a Reorganization Agreement that will result in a transaction in which you will ultimately hold shares of MM EME Fund, this Proxy Statement/Prospectus also serves as a prospectus for MM EME Fund. MM EME Fund is an open-end management investment company that seeks long-term capital appreciation, as described more fully below.

Who is eligible to vote?

Shareholders of record holding an investment in shares of IAE Fund or IHD Fund as of the close of business on July 24, 2026 (the “Record Date”) are eligible to vote at the combined special meeting of shareholders (the “Special Meeting”) or any adjournments or postponements thereof. Should shareholders require additional information regarding the Special Meeting, they may contact Computershare Fund Services (the “Solicitor”) toll-free at 877-816-8609. (See “General Information about the Proxy Statement/Prospectus” for more information on the Solicitor.)

How do I vote?

You may submit your Proxy Card in one of four ways:

By Internet. The web address and instructions for voting can be found on the enclosed Proxy Card. You will be required to provide your control number located on the Proxy Card.

By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Card. You will be required to provide your control number located on the Proxy Card.

By Mail. Mark the enclosed Proxy Card, sign and date it, and return it in the postage-paid envelope we provided. To the extent shares are held jointly, both joint owners must sign the Proxy Card.

At the Special Meeting Over the Internet. The Special Meeting will be held entirely online. Shareholders of record as of July 24, 2026, will be able to attend and participate in the Special Meeting by accessing the meeting site at meetnow.global/MLXGSMW. Even if you plan to attend the Special Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Special Meeting. Please see the “How do I attend the virtual Special Meeting?” section in the Proxy Statement/Prospectus for more details regarding the logistics of the virtual format of the Special Meeting.

If you do not plan to attend the Special Meeting, to be certain your vote will be counted, a properly executed Proxy Card must be received no later than 5:00 p.m. (MST) on September 27, 2026.

How do I attend the virtual Special Meeting?

There is no physical location for the Special Meeting. In order to attend the virtual Special Meeting, please visit meetnow.global/MLXGSMW and follow the instructions as outlined on the website.

Registered (direct) shareholders of the Target Funds do not need to “register” to attend the Special Meeting. You can access the meeting site (meetnow.global/MLXGSMW) by using the control number found on your Proxy Card. For shareholders whose shares are held by a broker, bank or other nominee, in order to register to attend the Special Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare Fund Services. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, three business days prior to the Special Meeting. You will receive a confirmation of your registration by email after the Solicitor receives your registration materials. Requests for registration should be directed to the Solicitor by emailing an image of your legal proxy to shareholdermeetings@computershare.com.

1

The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Special Meeting. Shareholders should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Special Meeting.

Access to the Audio Webcast of the Special Meeting. The live audio webcast of the meeting will begin promptly at 1:00 p.m. (MST) on September 28, 2026. Online access to the audio webcast will open approximately thirty minutes prior to the start of the meeting to allow time for you to log in and test the computer audio system. We encourage shareholders to access the meeting prior to the start time.

Log in Instructions. To attend the Special Meeting, Shareholders must visit meetnow.global/MLXGSMW. Shareholders will need their control number found on their Proxy Card.

Beneficial Owners. If you hold your shares through an intermediary, such as a bank or broker, you must contact the bank or broker who holds your shares to obtain your legal proxy at least three business days prior to Special Meeting as provided above.

When will the Special Meeting be held?

The Special Meeting is scheduled to be held virtually online on September 28, 2026, at 1:00 p.m. (MST).

2

SUMMARY OF THE PROPOSED REORGANIZATIONS

You should read this entire Proxy Statement/Prospectus, and the Reorganization Agreement included in Appendix A. For more information about MM EME Fund, please consult Appendix B.

At a special meeting of the Board on June 2, 2026, the Board approved the Reorganization Agreements. In connection with the Board's approval of the Reorganization Agreements, the Board was provided with information both in writing and during oral presentations made at that meeting, including, among other matters, current discount levels of each Target Fund, historical performance information, historical expense ratios, and the projected expense ratios of MM EME Fund following the Reorganizations. Subject to approval by shareholders of the relevant Target Fund, each Reorganization Agreement provides for:

the transfer of all of the assets of the relevant Target Fund to MM EME Fund in exchange for shares of beneficial interest of MM EME Fund and the assumption by MM EME Fund of all the liabilities of the relevant Target Fund;

the distribution of Class W shares of MM EME Fund to the shareholders of the relevant Target Fund; and

the complete liquidation of the relevant Target Fund.

In considering whether to approve the Reorganizations, you should note that:

While the Target Funds have different investment objectives, principal investment strategies and risk profiles, than MM EME Fund, the Funds have a similar level of diversification and focus on emerging markets equity securities.

Shareholders of the Target Funds are expected to receive a financial benefit from lower contractual fees and expenses as a result of the Reorganizations, as described more fully below.

Voya Investments, LLC (“Voya Investments” or the “Investment Adviser”) serves as the investment adviser to each Fund. Voya Investment Management Co. LLC (“Voya IM”) serves as the sub-adviser to the Target Funds. Nomura Investments Fund Advisers, Sustainable Growth Advisers, LP, and Voya IM serve as the sub-advisers to MM EME Fund.

Each Fund is distributed by Voya Investments Distributor, LLC (“VID” or the “Distributor”).

Shareholders of the Target Funds are expected, in the view of the Investment Adviser, to benefit from the opportunity for improved performance, as MM EME Fund has stronger performance relative to IAE Fund and IHD Fund at market price over a number of prior periods.

Shareholders of each Fund are expected to benefit from a product better poised to achieve and maintain scale over the long term as shareholders of MM EME Fund.

The common shares of the Target Funds, each a closed-end fund, are listed for trading on the NYSE, where such shares may be purchased and sold through broker-dealers at prevailing market prices, which may be greater than (premium) or less than (discount) net asset value. Shares of the Target Funds do not have any exchange rights. The Surviving Fund, an open-end fund, continuously offers new shares. As an open-end fund with multiple share classes, the prospectus of the Surviving Fund, incorporated by reference herein, has detailed information regarding how to buy shares, minimum initial investment amount, tax information, payments to broker-dealers and intermediaries, exchanging shares, concerning frequent purchases and redemptions, and redeeming shares.

The costs of the Reorganizations, assuming both Reorganizations are completed, are: (i) estimated to be $634,000, not including portfolio transition costs, and (ii) anticipated to be borne by the Target Funds with approximately $259,900 allocated to IAE Fund, and approximately $374,100 allocated to IHD Fund. The Investment Adviser will assume all costs related to the Reorganizations if the Reorganizations are not consummated. For additional information about what would occur if shareholders do not approve the Reorganizations, please see the section entitled “What happens if shareholders do not approve the Reorganizations?” below.

In addition, the Investment Adviser estimates based on current holdings and market conditions that there will be approximately $493,500 in explicit portfolio transition costs and that such costs would be borne by the Target Funds, with approximately $203,500 attributable to IAE Fund and approximately $290,000 attributable to IHD Fund. Portfolio transition costs include transaction costs arising from the sale of portfolio securities held by the Target Funds prior to the Reorganizations. Further, the Investment Adviser has estimated that there will be $162,400 in explicit portfolio transition costs arising from the purchase of securities by MM EME Fund following the Reorganization, which will be borne by the Investment Adviser, and additional transaction costs may be incurred by MM EME Fund in connection with shareholder redemptions following the Reorganizations. It is expected that a portion of the Target Fund shareholders may redeem their investment shortly following a Reorganization. To the extent redemption-related portfolio transaction costs are incurred by the Surviving Fund in connection with such redemptions, they are expected to be reimbursed by the Investment Adviser for a period of six months following the closing of the Reorganizations. Transaction costs may be higher or lower than these estimates based on market conditions at the time of the Reorganizations.

3

Each Reorganization is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); accordingly, it is expected that none of IAE Fund, IHD Fund, MM EME Fund, or their respective shareholders will recognize any gain or loss for U.S. federal income tax purposes as a direct result of the Reorganizations. However, each Target Fund is expected to reduce its portfolio holdings to cash in connection with the applicable Reorganization. To the extent a Target Fund has net income and/or gains (after application of any available capital loss carryforwards) for the taxable year ending on the date of the applicable Reorganization, including as a result of reducing its portfolio to cash, such net income and/or gains will be distributed to shareholders in connection with the Reorganization, which distributions will generally be taxable to shareholders. As a result, shareholders may pay more in taxes or pay taxes sooner than they would have had the applicable Reorganization not occurred.

If a Reorganization is approved by shareholders of the applicable Target Fund, each owner of shares of IAE Fund and/or IHD Fund, as applicable, would become a shareholder of Class W shares of MM EME Fund. If approved by shareholders, each Reorganization is expected to be effective on October 9, 2026 (the “Closing Date”). Each shareholder of IAE Fund or IHD Fund, as applicable, will hold, immediately after the close of the applicable Reorganization (the “Closing”), Class W shares of MM EME Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of IAE Fund or IHD Fund, as applicable, held by that shareholder as of the close of business on the Closing Date.

4

APPROVAL OF THE REORGANIZATIONS

What are the proposed Reorganizations?

Shareholders of each Target Fund are being asked to approve a Reorganization Agreement, providing for the reorganization of the Target Fund with and into MM EME Fund. If the Reorganization Agreements are approved, shareholders of each Target Fund will become shareholders of MM EME Fund as of the Closing.

Why are the Reorganizations being proposed?

The Investment Adviser proposed the Reorganizations to provide shareholders of the Target Funds with the opportunity to benefit from the ability to achieve liquidity for their shares at net asset value while continuing to be invested in a fund that provides exposure to an emerging markets strategy. The Board preliminarily discussed the proposal at its in-person meeting on May 20, 2026. Consequently, at the June 2, 2026 special meeting of the Board, the Investment Adviser proposed, and the Board approved, the Reorganization of each of the Target Funds with and into MM EME Fund. In support of its proposal, the Investment Adviser noted that, in its view, following each Reorganization, shareholders of each Target Fund would have the opportunity to realize the difference between market price and net asset value (“NAV”) by going into an open-end fund, the potential to benefit from improved performance, and lower contractual fees and expenses. Additionally, the Investment Adviser noted that the Reorganizations would increase scale and provide the opportunity for improved platform placement of the Surviving Fund. Management presented the Board with several alternatives for IAE Fund and IHD Fund, including potentially liquidating the Funds or engaging in a contested solicitation of proxies with respect to the election of each Fund's Board of Trustees. Management noted that a contested proxy could result in significant expense to the Fund, divert the attention of the Fund's management, and introduce uncertainty regarding the Fund's future strategic direction.

How do the Fund Organizational Structures and Investment Objectives compare?

Each Fund’s organizational structure and investment objective is described in the chart below.

 

IAE FUND

IHD FUND

MM EME FUND

Organizational

IAE Fund is a diversified,

IHD Fund is a diversified,

MM EME Fund is a diversified,

Structure

closed-end management

closed-end management

open-end management

 

investment company organized

investment company organized

investment company organized

 

as a Delaware Statutory Trust.

as a Delaware Statutory Trust.

as a series of a Delaware

 

 

 

Statutory Trust.

 

 

 

 

Investment

The Fund is a diversified,

The Fund is a diversified,

The Fund seeks long-term

Objective

closed-end fund with the

closed-end fund with the

capital appreciation.

 

investment objective of total

primary investment objective of

 

 

return through a combination of

providing total return through a

 

 

current income, capital gains

combination of current income,

 

 

and capital appreciation.

capital gains and capital

 

 

 

appreciation.

 

Each Fund’s investment objective is non-fundamental and may be changed by a vote of the Board, without shareholder approval. A Fund will provide 60 days’ prior written notice of any change in a non-fundamental investment objective.

How do the Annual Fund Operating Expenses compare?

The tables below describe the fees and expenses that you may pay if you buy, hold, and sell shares of the Funds. Pro forma fees and expenses, which are the estimated fees and expenses of MM EME Fund after giving effect to each Reorganization separately and if both Reorganizations are completed, assume the Reorganization occurred on October 31, 2025. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

As shown in the tables below, shareholders of IAE Fund and IHD Fund will experience a decrease in the contractual management fee rate and shareholders of IHD Fund will experience a decrease in contractual expense limit following the Reorganization.

 

Annual Fund Operating Expenses

 

 

 

 

 

 

 

 

Expenses you pay each year as a % of the value of your investment

 

 

 

 

 

 

 

 

 

IAE Fund

IHD Fund

 

 

 

 

 

 

Common

Common

MM EME Fund

 

 

 

 

Shares

Shares

Class W Shares1, 2

 

Management Fees

 

%

1.05

 

1.15

0.98

 

 

Distribution and/or Shareholder Services (12b-1) Fees

%

N/A

N/A

N/A

 

Other Expenses

 

%

0.353

 

0.293

0.39

 

 

Total Annual Fund Operating Expenses

%

1.40

 

1.44

1.37

 

 

Waivers and Reimbursements

 

%

(0.19)4

 

(0.03)5

(0.16)6

 

 

Total Annual Fund Operating Expenses after Waivers and

%

1.21

 

1.41

1.21

 

 

Reimbursements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

1.Expense information has been restated to reflect current contractual rates.

2.Shareholders of IAE Fund and IHD Fund would receive Class W shares of MM EME Fund in the Reorganizations.

3.Other Expenses do not include one-time expenses related to the Reorganizations.

4.The Investment Adviser is contractually obligated to limit expenses to 1.20% on all assets, respectively, through February 28, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent Trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by the Trust without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

5.The Investment Adviser is contractually obligated to limit expenses to 1.40% on all assets, respectively, through February 28, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by the Trust, without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

6.The Investment Adviser is contractually obligated to limit expenses to 1.21% for Class W shares through March 1, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by Voya Mutual Funds, without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

Pro Forma Annual Fund Operating Expenses

Expenses you pay each year as a % of the value of your investment

 

 

 

 

MM EME Fund

 

MM EME Fund

 

 

 

 

 

Pro Forma if only

 

Pro Forma if only

MM EME Fund

 

 

 

 

IAE Fund

 

IHD Fund

Pro Forma if both

 

 

 

 

Reorganization is

 

Reorganization is

Reorganizations

 

 

 

 

Approved1

 

Approved1

are approved1

 

Class W2

 

 

 

 

 

 

 

Management Fees

%

0.98

0.98

0.98

 

Distribution and/or Shareholder Services

%

 

N/A

 

N/A

N/A

 

(12b-1) Fees

 

 

 

 

 

 

 

 

 

 

 

Other Expenses

%

0.383

0.383

0.373

 

Total Annual Fund Operating Expenses

%

 

1.36

 

1.36

1.35

 

Waivers and Reimbursements

%

(0.16)4

(0.16)4

(0.15)4

 

Total Annual Fund Operating Expenses after

%

 

1.20

 

1.20

1.20

 

Waivers and Reimbursements

 

 

 

 

 

 

 

 

 

 

1.Expense information has been restated to reflect current contractual rates.

2.Shareholders of IAE Fund and IHD Fund would receive Class W shares of MM EME Fund in the Reorganizations.

3.Other Expenses are based on estimated amounts for the current fiscal year.

4.The Investment Adviser is contractually obligated to limit expenses to 1.20% for Class W shares through March 1, 2028 (the “Expense Limitation Agreement”). The limitation does not extend to interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation or other expenses not incurred in the ordinary course of business, and expenses of any counsel or other persons or services retained by the independent trustees who are not “interested persons” as that term is defined by the 1940 Act. Modification of the Expense Limitation Agreement requires written agreement signed by each of the parties and approval by the Board. The Expense Limitation Agreement shall terminate with respect to the Fund upon termination of the Fund’s advisory agreement with the Investment Adviser, or it may be terminated by Voya Mutual Funds, without payment of any penalty, upon written notice to the Investment Adviser at its principal place of business.

6

Expense Examples

These Examples are intended to help you compare the cost of investing in shares of a Fund with the costs of investing in other funds. The Examples show costs if you sold (redeemed) your shares at the end of the period or continued to hold them. The Examples also assume that your investment had a 5% return each year and that the relevant Fund’s operating expenses remain the same. The Examples reflect applicable expense limitation agreements and/or waivers in effect, if any, for the one- year period and the first two years of the time periods indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

 

IAE Fund Common Shares

IHD Fund Common Shares

MM EME Fund Class W Shares1

 

Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Status

1 Yr

3 Yrs

5 Yrs

10 Yrs

1 Yr

3 Yrs

5 Yrs

10 Yrs

1 Yr

3 Yrs

5 Yrs

10 Yrs

$

Sold or

123

424

748

1,663

144

453

784

1,722

123

418

735

1,632

Held

 

 

 

 

 

 

 

 

 

 

 

 

 

1.Shareholders of IAE Fund and IHD Fund would receive Class W shares of MM EME Fund in the Reorganizations.

 

 

 

MM EME Fund Pro Forma if only

MM EME Fund Pro Forma if

MM EME Fund Pro Forma if

 

 

 

IAE Fund Reorganization is

only IHD Fund Reorganization

both Reorganizations are

 

 

 

 

Approved

 

 

is Approved

 

 

Approved

 

 

 

Share

 

 

 

 

 

 

 

 

 

 

 

10

Class

 

Status

1 Yr

3 Yrs

5 Yrs

10 Yrs

1 Yr

3 Yrs

5 Yrs

10 Yrs

1 Yr

3 Yrs

5 Yrs

Yrs

Class W1

$

Sold or

122

415

729

1,621

122

415

729

1,621

122

413

725

1,611

 

 

Held

 

 

 

 

 

 

 

 

 

 

 

 

1.Shareholders of IAE Fund and IHD Fund would receive Class W shares of MM EME Fund in the Reorganizations.

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in the Annual Fund Operating Expenses or in the Expense Examples, affect a Fund’s performance.

During the most recent fiscal year ended February 28, 2026, each of IAE Fund’s and IHD Fund’s portfolio turnover rate was 68% of the average value of its portfolio. During the most recent fiscal year ended October 31, 2025, MM EME Fund’s portfolio turnover rate was 51% of the average value of its portfolio.

How do the Principal Investment Strategies compare?

Each Fund’s principal investment strategies are described in more detail in the table below. The Funds have a similar level of diversification and focus on emerging markets equity securities. However, MM EME Fund does not have an income objective, does not utilize an options strategy, and is managed in separate sleeves by three different Sub-Advisers. The Target Funds each have an income component of their investment objectives, use an options strategy and are managed only by one Sub-Adviser. Additionally, IAE Fund and MM EME Fund have different geographical focuses, with MM EME Fund having broader exposure across geographic regions than IAE Fund.

 

IAE Fund

IHD Fund

MM EME Fund

Principal

Under normal market conditions,

Under normal circumstances,

Under normal circumstances,

Investment

the Fund seeks to achieve its

the Fund invests at least 80% of

the Fund invests at least 80% of

Strategies

investment objective by

its net assets (plus the amount

its net assets (plus the amount

 

investing primarily in a portfolio

of any borrowings for investment

of any borrowings for investment

 

of dividend yielding equity

purposes) in dividend-producing

purposes) in equity securities of

 

securities of Asia Pacific

equity securities of, or

issuers in emerging markets. For

 

companies. For purposes of the

derivatives having economic

purposes of this 80% policy,

 

Fund's investments, Asia Pacific

characteristics similar to the

emerging markets means most

 

companies are those that meet

equity securities of, issuers in

countries in the world except

 

one or more of the following

emerging markets. For purposes

Australia, Canada, Japan, New

 

factors: (i) whose principal

of this 80% policy, issuers in

Zealand, Hong Kong, Singapore,

 

securities trading markets are in

emerging markets means

the United Kingdom, the United

 

Asia Pacific countries; (ii) that

issuers in countries included in

States, and most of the

 

derive at least 50% of their total

the MSCI Emerging Markets

countries of Western Europe.

 

revenue or profit from either

IndexSM (the “Index”). The Fund

For purposes of this 80% policy,

 

goods produced or sold,

will provide shareholders with at

equity securities include, without

 

investments made or services

least 60 days’ prior notice of any

limitation, common stock,

 

performed in Asia Pacific

change in its 80% investment

preferred stock, convertible

 

countries; (iii) that have at least

policy. For purposes of satisfying

securities, depositary receipts,

 

50% of their assets in Asia

its 80% investment policy, the

participatory notes and other

 

Pacific countries; or (iv) that are

Fund may also invest in

structured notes, real estate-

 

organized under the laws of, or

derivatives and other synthetic

related securities (including real

 

with principal offices in, Asia

instruments and other

estate investment trusts

 

Pacific countries.

investment companies, including

(“REITs”)), trust or partnership

 

 

7

 

IAE Fund

IHD Fund

MM EME Fund

The Fund also seeks to enhance returns over a market cycle by selling call options on selected Asia Pacific Indices and/or equity securities of Asia Pacific companies and/or exchange- traded funds (“ETFs”).

Under normal circumstances, the Fund will seek to achieve its investment objective by investing primarily in dividend- producing equity securities of, or derivatives having economic characteristics similar to the equity securities of, Asia Pacific companies that are listed and traded principally on Asia Pacific exchanges. The Sub-Adviser seeks to construct a portfolio with a weighted average gross dividend yield that exceeds the dividend yield of the MSCI All Country Asia Pacific ex-Japan® Index (the “Index”).

The Sub-Adviser uses an internally developed quantitative computer model to create a target universe of global securities with above average dividend yields compared to the Index, which the Sub-Adviser believes exhibit stable dividend yields within each geographic region and industry sector. The model also seeks to exclude from the target universe securities issued by companies that the Sub-Adviser believes exhibit characteristics that indicate that they are at risk of reducing or eliminating the dividends paid on their securities. Once the Sub- Adviser creates this target universe, the Sub-Adviser seeks to identify the most attractive securities by ranking each security relative to other securities within its region or sector, as applicable, using proprietary multi-factor models. The Sub-Adviser then uses optimization techniques to seek to achieve the portfolio’s target dividend yield, determine active weights, and neutralize region and sector exposures in order to create a portfolio that the Sub- Adviser believes will provide the potential for maximum total return.

ETFs, as applicable, that provide investment exposure to, or exposure to risk factors associated with, the investment focus that the Fund’s name suggests.

The Sub-Adviser seeks to construct a portfolio with a weighted average gross dividend yield that exceeds the dividend yield of the Index.

The Fund will invest in equity securities and will select securities based upon quantitative analysis. The Sub- Adviser uses an internally developed quantitative computer model to create a target universe of global securities with above average dividend yields compared to the Index, which the Sub-Adviser believes exhibit stable dividend yields within each geographic region and industry sector. The model also seeks to exclude from the target universe securities issued by companies that the Sub-Adviser believes exhibit characteristics that indicate that they are at risk of reducing or eliminating the dividends paid on their securities. Once the Sub- Adviser creates this target universe, the Sub-Adviser seeks to identify the most attractive securities within various geographic regions and sectors by ranking each security relative to other securities within its region or sector, as applicable, using a proprietary multi-factor model. The Sub-Adviser then uses optimization techniques to seek to achieve the portfolio’s target dividend yield, determine active weights, and neutralize region and sector exposures in order to create a portfolio that the Sub-Adviser believes will provide the potential for maximum total return.

In evaluating investments for the Fund, the Sub-Adviser, through its quantitative methods and models, takes into account

a wide variety of factors and considerations to determine whether any or all of those factors or considerations might have a material effect on the value, risks, or prospects of a company. Among the factors

interests, rights and warrants to buy common stock, privately placed securities, and initial public offerings (“IPOs”).

An emerging market issuer is one (i) that is organized under the laws of, or has a principal place of business in, an emerging market; (ii) for which the principal securities market is in an emerging market; (iii) that derives at least 50% of its total revenues or profits from goods that are produced or sold, investments made, or services performed in an emerging market; or (iv) at least 50% of the assets of which are located in an emerging market. The Fund may invest in companies of any market capitalization.

The Fund may invest in bonds rated below investment grade (sometimes referred to as “high- yield securities”, “high-yield bonds”, or “junk bonds”).

The Fund may invest in derivatives, including but not limited to, futures, options, swaps, and forward foreign currency exchange contracts as a substitute for securities in which the Fund can invest; to hedge various investments; to seek to reduce currency deviations, where practicable, for the purpose of risk management; to seek to increase the Fund’s gains; and for the efficient management of cash flows.

The Fund may invest in securities denominated in U.S. dollars, other major reserve currencies, such as the euro, yen and pound sterling, and currencies of other countries in which it can invest. The Fund typically maintains full currency exposure to those markets in which it invests. However, the Fund may, from time to time, hedge a portion of its foreign currency exposure into the U.S. dollar.

The Fund may invest in other investment companies, including exchange-traded funds (“ETFs”), to the extent permitted under the Investment Company Act of 1940, as amended, and the

8

IAE Fund

IHD Fund

MM EME Fund

In evaluating investments for the Fund, the Sub-Adviser, through its quantitative methods and models, takes into account a wide variety of factors and considerations to determine whether any or all of those factors or considerations might have a material effect on the value, risks, or prospects of a company. Among the factors considered, the Sub- Adviser expects that its quantitative methods and models will typically take into account environmental, social, and governance (“ESG”) factors. In considering ESG factors, the Sub-Adviser's quantitative methods and models will rely primarily on factors identified through the Sub-Adviser's proprietary empirical research and on third-party evaluations of a company's ESG standing. ESG factors will be only one of many considerations in the evaluation of any potential investment; the extent to which ESG factors will affect the Sub- Adviser's decision to invest in a company, if at all, will depend on the operation of the Sub- Adviser's quantitative processes and the judgment of the Sub- Adviser.

The Fund also employs a strategy of writing (selling) call options on selected Asia Pacific indices and/or equity securities of Asia Pacific companies and/or ETFs, with the underlying value of such calls generally representing 0% to 50% of the value of its holdings in equity securities. The Fund seeks to generate gains from the call writing strategy over a market cycle to supplement the dividend yield of its underlying portfolio. Call options will be written usually at-the-money, out-of-the- money or near-the-money and can be written both in exchange- listed option markets and over- the-counter markets with major international banks, broker- dealers and financial institutions. The Fund seeks to maintain written call options positions on selected international, regional or country indices and/or equity securities of Asia Pacific companies and/or ETFs whose price movements, taken in the

considered, the Sub-Adviser expects that its quantitative methods and models will typically take into account environmental, social, and governance (“ESG”) factors. In considering ESG factors, the Sub-Adviser's quantitative methods and models will rely primarily on factors identified through the Sub-Adviser's proprietary empirical research and on third-party evaluations of a company's ESG standing. ESG factors will be only one of many considerations in the evaluation of any potential investment; the extent to which ESG factors will affect the Sub- Adviser's decision to invest in a company, if at all, will depend on the operation of the Sub- Adviser's quantitative processes and the judgment of the Sub- Adviser.

The Fund’s Integrated Option Strategy: The Fund writes (sells) call options on selected ETFs, and/or international, regional or country indices of equity securities, and/or on equity securities, with the underlying value of such calls generally representing 15% to 50% of total value of the Fund’s portfolio. The Fund seeks to generate gains from the call writing strategy over a market cycle to supplement the dividend yield of its underlying portfolio. Call options will be written usually at- the-money, out-of-the-money or near-the-money and can be written both in exchange-listed option markets and over-the- counter markets with major international banks, broker- dealers and financial institutions.

rules and regulations thereunder, and under the terms of applicable no-action relief or exemptive orders granted thereunder.

The Investment Adviser allocates the Fund’s assets to different sub-advisers. When selecting sub-advisers, the Investment Adviser takes into account a wide variety of factors and considerations, including among other things the investment strategy of a potential sub-adviser, its personnel, and its fit with other sub-advisers to the Fund. Among those, the Investment Adviser will typically consider the extent to which a potential sub- adviser takes into account environmental, social, and governance (“ESG”) factors as part of its investment process. ESG factors will be only one of many considerations in the Investment Adviser’s evaluation of any potential sub-adviser; the extent to which ESG factors will affect the Investment Adviser’s decision to retain a sub-adviser, if at all, will depend on the analysis and judgment of the Investment Adviser.

Nomura Investments Fund Advisers (“NIFA”), Sustainable Growth Advisers, LP (“SGA”), and Voya Investment Management Co. LLC (“Voya IM”) (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”) provide the day-to-day management of the Fund. The Sub-Advisers act independently of each other and use their own methodology for selecting investments. The 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. In addition, Voya IM may sell securities to rebalance and reconstitute its investments in connection with such changes in the Index (as defined below). The Fund may lend portfolio securities on a short-term or

9

IAE Fund

IHD Fund

MM EME Fund

aggregate, are correlated with

 

long-term basis, up to 33 1⁄3% of

the price movements of the

 

its total assets.

Fund’s portfolio.

 

 

 

 

NIFA

 

 

NIFA believes that, although

 

 

market price and intrinsic

 

 

business value are positively

 

 

correlated in the long run, short-

 

 

term divergences can emerge.

 

 

NIFA seeks to take advantage of

 

 

these divergences through a

 

 

disciplined, fundamental,

 

 

bottom-up approach. NIFA seeks

 

 

to invest in companies with

 

 

sustainable franchises when

 

 

they are trading at a significant

 

 

discount to NIFA’s conservative

 

 

intrinsic value estimate. NIFA

 

 

also prefers companies that

 

 

have large market opportunities

 

 

in which to deploy capital,

 

 

ensuring that they grow faster

 

 

than the overall economy.

 

 

Fundamental bottom-up

 

 

research is the core of the

 

 

investment process. NIFA’s

 

 

fundamental research process

 

 

can be broken down into two

 

 

main components: analyzing a

 

 

company’s sustainability and

 

 

assessing its intrinsic value.

 

 

Sustainability analysis involves

 

 

identification of a company’s

 

 

source of competitive advantage

 

 

and the ability of its

 

 

management to maximize its

 

 

return potential. Intrinsic value

 

 

assessment is typically

 

 

quantitatively driven by a

 

 

number of valuation methods

 

 

including discounted cash flow,

 

 

replacement cost, private market

 

 

transaction, and multiples

 

 

analysis. This bottom-up

 

 

approach considers current and

 

 

historical macro drivers that

 

 

impact a firm’s ability to generate

 

 

returns over the long-term.

 

 

SGA

 

 

SGA is focused on identifying

 

 

and owning the rare businesses

 

 

which generate predictable,

 

 

sustainable earnings and cash

 

 

flow growth over time with lower

 

 

variability. SGA’s objective is to

 

 

translate earnings growth into

 

 

portfolio returns. The companies

 

 

in which SGA invests have

 

 

unique characteristics that lead

 

 

to a high degree of predictability,

 

 

strong profitability, and well

 

 

above average earnings and

 

 

cash flow growth. These

 

 

characteristics include pricing

 

 

power, recurring revenues, and

10

IAE Fund

IHD Fund

MM EME Fund

 

 

secular growth opportunity, as

 

 

well as financial and

 

 

management strength. SGA’s

 

 

emerging markets growth

 

 

strategy focuses solely on the

 

 

companies they believe will also

 

 

benefit in a sustained way from

 

 

rising incomes and increasing

 

 

consumption within developing

 

 

economies.

Voya IM

To manage its portion of the Fund’s assets, Voya IM employs a “passive management” approach designed to track the performance of a custom index created by FTSE Russell for Voya IM, the FTSE Emerging Plus Korea Select Factor Index (the “Index”). The Index is designed to capture exposure to a broad set of five factors that contribute to emerging equity market performance. These five factors are Low Volatility, Momentum, Quality, Size, and Value. As a result of the five factor selection process, the Index may be focused in one or more sectors, which may change from time to time. As of December 31, 2025, a portion of the Index was focused in the technology sector.

Voya IM seeks to replicate the performance of the Index, meaning it generally will invest in all of the securities in the Index in weightings, consistent with that of the Index. The Fund’s portfolio may not always hold all of the same securities as the Index. Voya IM may also invest in ETFs, stock index futures, and other derivatives as a substitute for the sale or purchase of securities in the Index and to provide equity exposure to the Fund’s cash position. Although Voya IM attempts to track, as closely as possible, the performance of the Index, the Fund’s portfolio does not always perform exactly like the Index. Unlike the Index, the Fund has operating expenses and transaction costs and therefore has a performance disadvantage versus the Index.

11

How do the Principal Risks compare?

The following table summarizes and compares the principal risks of investing in the Funds. You could lose money on an investment in the Funds. Any of the following risks, among others, could affect Fund performance or cause a Fund to lose money or to underperform market averages of other funds. The principal risks are presented in alphabetical order to facilitate readability, and their order does not imply that the realization of one risk is more likely to occur or have a greater adverse impact than another risk. An investment in a Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

As reflected in the table below, the Funds have many of the same principal risks. Certain differences in the risk profiles of the Funds arise from differences in principal investment strategies, including the options strategies used by IAE Fund and IHD Fund that are not used by MM EME Fund. Additionally, MM EME Fund has a sleeve managed by Voya IM that uses a passive strategy that seeks to replicate the performance of the Index, which involves different risks from entirely actively managed funds like IAE and IHD.

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

China Investing Risks: The Chinese economy is generally

 

 

 

considered an emerging and volatile market. Although China has

 

 

 

experienced a relatively stable political environment in recent years,

 

 

 

there is no guarantee that such stability will be maintained in the

 

 

 

future. Significant portions of the Chinese securities markets may

 

 

 

become rapidly illiquid because Chinese issuers have the ability to

 

 

 

suspend the trading of their equity securities under certain

 

 

 

circumstances, and have shown a willingness to exercise that

 

 

 

option in response to market volatility, epidemics, pandemics,

 

 

 

adverse economic, market or political events, and other events.

 

 

 

Political, regulatory and diplomatic events, such as the U.S.-China

 

 

 

“trade war” that intensified in 2018, could have an adverse effect on

 

 

 

the Chinese or Hong Kong economies and on related investments.

 

 

 

In addition, U.S. or foreign government restrictions on investments

 

 

 

in Chinese companies or other intervention could negatively affect

 

 

 

the implementation of the Fund’s investment strategies, such as by

 

 

 

precluding the Fund from making certain investments or causing

 

 

 

the Fund to sell investments at disadvantageous times.

 

 

 

China Investing Risks – Investing through Bond Connect:

 

 

 

 

Chinese debt instruments trade on the China Interbank Bond

 

 

 

Market (the “CIBM”) and may be purchased through a market

 

 

 

access program, known as “Bond Connect,” that is designed to,

 

 

 

among other things, enable foreign (non-U.S.) investment in the

 

 

 

People’s Republic of China. There are significant risks inherent in

 

 

 

investing in Chinese debt instruments, similar to the risks of

 

 

 

investing in debt instruments in other emerging markets. The prices

 

 

 

of debt instruments traded on the CIBM may fluctuate significantly

 

 

 

due to low trading volume and potential lack of liquidity. The rules to

 

 

 

access debt instruments that trade on the CIBM through Bond

 

 

 

Connect are relatively new and subject to change, which may

 

 

 

adversely affect the Fund’s ability to invest in these instruments and

 

 

 

to enforce its rights as a beneficial owner of these instruments.

 

 

 

Trading through Bond Connect is subject to a number of restrictions

 

 

 

that may affect the Fund’s investments and returns.

 

 

 

China Investing Risks – 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

 

 

 

12

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

Fund may not be able to dispose of its China A-Shares in a timely

 

 

 

manner, which could adversely affect the Fund’s performance.

 

 

 

China Investing Risks – Variable Interest Entities: Many

 

 

 

Chinese companies use a structure known as a variable interest

 

 

 

entity (a “VIE”) to address Chinese restrictions on direct foreign

 

 

 

investment in Chinese companies operating in certain sectors. The

 

 

 

Fund’s investment exposure to VIEs may pose additional risks

 

 

 

because the Fund’s investment is not made directly in the VIE (the

 

 

 

actual Chinese operating company), but rather in a holding

 

 

 

company domiciled outside of China (a “Holding Company”) whose

 

 

 

interests in the business of the underlying Chinese operating

 

 

 

company (the VIE) are established through contracts rather than

 

 

 

through equity ownership. The VIE (which the Fund is restricted

 

 

 

from owning under Chinese law) is generally owned by Chinese

 

 

 

nationals, and the Holding Company (in which the Fund invests)

 

 

 

holds only contractual rights (rather than equity ownership) relating

 

 

 

to the VIE, typically including a contractual claim on the VIE’s

 

 

 

profits. Shares of the Holding Company, in turn, are traded on

 

 

 

exchanges outside of China and are available to non-Chinese

 

 

 

investors such as the Fund. While the VIE structure is a

 

 

 

longstanding practice in China, until recently, such arrangements

 

 

 

had not been formally recognized under Chinese law. However, in

 

 

 

late 2021, the Chinese government signaled its interest in

 

 

 

implementing filing requirement rules that would both affirm the

 

 

 

legality of VIE structures and regulate them. How these filing

 

 

 

requirements will operate in practice, and what will be required for

 

 

 

approval, remains unclear. While there is optimism that these

 

 

 

actions will reduce uncertainty over Chinese actions on VIEs, there

 

 

 

is also caution given how unresolved the process is. Until these

 

 

 

rules are finalized, and potentially afterwards depending on how

 

 

 

they are implemented, there remains significant uncertainty

 

 

 

associated with VIE investments. There is a risk that the Chinese

 

 

 

government may cease to tolerate VIE structures at any time or

 

 

 

impose new restrictions on the structure, in each case either

 

 

 

generally or with respect to specific issuers. In such a scenario, the

 

 

 

Chinese operating company could be subject to penalties, including

 

 

 

revocation of its business and operating license, or the Holding

 

 

 

Company could forfeit its interest in the business of the Chinese

 

 

 

operating company. Further, in case of a dispute between the

 

 

 

Holding Company investors and the Chinese owners of the VIE, the

 

 

 

Holding Company’s contractual claims with respect to the VIE may

 

 

 

be unenforceable in China, thus limiting the remedies and rights of

 

 

 

Holding Company investors such as the Fund. Control over a VIE

 

 

 

may also be jeopardized if a natural person who holds the equity

 

 

 

interest in the VIE breaches the terms of the contractual

 

 

 

arrangements, is subject to legal proceedings, or if any physical

 

 

 

instruments or property of the VIE, such as seals, business

 

 

 

registration certificates, financial data and licensing arrangements

 

 

 

(sometimes referred to as “chops”), are used without authorization.

 

 

 

In the event of such an occurrence, the Fund, as a foreign investor,

 

 

 

may have little or no legal recourse. Such legal uncertainty may be

 

 

 

exploited against the interests of the Holding Company investors

 

 

 

such as the Fund. The Fund will typically have little or no ability to

 

 

 

influence the VIE through proxy voting or other means because it is

 

 

 

not a VIE owner/shareholder. Foreign (non-U.S.) companies listed

 

 

 

on U.S. stock exchanges, including companies using the VIE

 

 

 

structure, could also face delisting or other ramifications for failure

 

 

 

to meet the expectations and/or requirements of the SEC, the

 

 

 

Public Company Accounting Oversight Board, or other U.S.

 

 

 

regulators. Any of these risks could reduce the liquidity and value of

 

 

 

the Fund’s investments in Holding Companies or render them

 

 

 

valueless.

 

 

 

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 the

 

 

 

company’s goods or services, regulatory fines and judgments, or

 

 

 

13

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

business challenges. If a company is unable to meet its financial

 

 

 

obligations, declares bankruptcy, or becomes insolvent, its stock

 

 

 

could become worthless.

 

 

 

Convertible Securities: Convertible securities are securities that

 

 

 

 

 

are convertible into or exercisable for common stocks at a stated

 

 

 

price or rate. Convertible securities are subject to the usual risks

 

 

 

associated with debt instruments, such as interest rate risk and

 

 

 

credit risk. In addition, because convertible securities react to

 

 

 

changes in the value of the underlying stock, they are subject to

 

 

 

market risk.

 

 

 

Credit: The Fund could lose money if the issuer or guarantor of a

 

 

 

 

 

debt instrument in which the Fund invests, or the counterparty to a

 

 

 

derivative contract the Fund entered into, is unable or unwilling, or

 

 

 

is perceived (whether by market participants, rating agencies,

 

 

 

pricing services, or otherwise) as unable or unwilling, to meet its

 

 

 

financial obligations.

 

 

 

Currency: To the extent that the Fund invests directly or indirectly

 

 

 

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. Currency

 

 

 

rates may fluctuate significantly over short periods of time.

 

 

 

Currency rates may be affected by changes in market interest

 

 

 

rates, intervention (or the failure to intervene) by the U.S. or foreign

 

 

 

(non-U.S.) governments, central banks or supranational entities

 

 

 

such as the International Monetary Fund, by the imposition of

 

 

 

currency controls, or other political or economic developments in

 

 

 

the U.S. or abroad.

 

 

 

Derivative Instruments: Derivative instruments are subject to a

 

 

 

number of risks, including the risk of changes in the market price of

 

 

 

the underlying asset, reference rate, or index, credit risk with

 

 

 

respect to the counterparty, risk of loss due to changes in market

 

 

 

interest rates, liquidity risk, valuation risk, 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 asset, reference

 

 

 

rate, or index being hedged. When used as an alternative or

 

 

 

substitute for direct cash investment, the return provided by the

 

 

 

derivative may not provide the same return as direct cash

 

 

 

investment. Generally, derivatives are sophisticated financial

 

 

 

instruments whose performance is derived, at least in part, from the

 

 

 

performance of an underlying asset, reference rate, or index.

 

 

 

Derivatives include, among other things, swap agreements,

 

 

 

options, forward foreign currency exchange contracts, and futures.

 

 

 

Certain derivatives in which the Fund may invest may be negotiated

 

 

 

over-the-counter with a single counterparty and as a result are

 

 

 

subject to credit risks related to the counterparty’s ability or

 

 

 

willingness to perform its obligations; any deterioration in the

 

 

 

counterparty’s creditworthiness could adversely affect the value of

 

 

 

the derivative. In addition, derivatives and their underlying

 

 

 

instruments may experience periods of illiquidity which could cause

 

 

 

the Fund to hold a position it might otherwise sell, or to sell a

 

 

 

position it otherwise might hold at an inopportune time or price. A

 

 

 

manager might imperfectly judge the direction of the market. For

 

 

 

instance, if a derivative is used as a hedge to offset investment risk

 

 

 

in another security, the hedge might not correlate to the market’s

 

 

 

movements and may have unexpected or undesired results such as

 

 

 

a loss or a reduction in gains. The U.S. government has enacted

 

 

 

legislation that provides for regulation of the derivatives market,

 

 

 

14

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

including clearing, margin, reporting, and registration requirements.

 

 

 

The European Union (and other jurisdictions outside of the

 

 

 

European Union, including the United Kingdom) has implemented

 

 

 

or is in the process of implementing similar requirements, which

 

 

 

may affect the Fund when it enters into a derivatives transaction

 

 

 

with a counterparty organized in that jurisdiction or otherwise

 

 

 

subject to that jurisdiction’s derivatives regulations. Because these

 

 

 

requirements continue to evolve, their ultimate impact remains

 

 

 

unclear. Central clearing is expected to reduce counterparty credit

 

 

 

risk and increase liquidity; however, there is no assurance that it will

 

 

 

achieve that result, and, in the meantime, central clearing and

 

 

 

related requirements expose the Fund to different kinds of costs

 

 

 

and risks.

 

 

 

Dividend: Companies that issue dividend yielding equity securities

 

 

 

 

are not required to continue to pay dividends on such securities.

 

 

 

Therefore, there is a possibility that such companies could reduce

 

 

 

or eliminate the payment of dividends in the future. As a result, the

 

 

 

Fund’s ability to execute its investment strategy may be limited.

 

 

 

Environmental, Social, and Governance (Equity): A Sub-

 

 

 

 

 

Adviser’s consideration of ESG factors in selecting investments for

 

 

 

the Fund is based on information that is not standardized, some of

 

 

 

which can be qualitative and subjective by nature. A Sub-Adviser’s

 

 

 

assessment of ESG factors in respect of a company may rely on

 

 

 

third-party data that might be incorrect or based on incomplete or

 

 

 

inaccurate information. There is no minimum percentage of the

 

 

 

Fund’s assets that will be invested in companies that a Sub-Adviser

 

 

 

views favorably in light of ESG factors, and the Sub-Adviser may

 

 

 

choose not to invest in companies that compare favorably to other

 

 

 

companies on the basis of ESG factors. It is possible that the Fund

 

 

 

will have less exposure to certain companies due to a Sub-

 

 

 

Adviser’s assessment of ESG factors than other comparable

 

 

 

mutual funds. There can be no assurance that an investment

 

 

 

selected by a Sub-Adviser, which includes its consideration of ESG

 

 

 

factors, when available, will provide more favorable investment

 

 

 

performance than another potential investment, and such an

 

 

 

investment may, in fact, underperform other potential investments.

 

 

 

Environmental, Social, and Governance (Multi-Manager): The

 

 

 

 

 

Investment Adviser’s consideration of ESG factors in selecting sub-

 

 

 

advisers for the Fund is based on information that is not

 

 

 

standardized, some of which can be qualitative and subjective by

 

 

 

nature. There is no minimum percentage of the Fund’s assets that

 

 

 

will be allocated to sub-advisers that consider ESG factors as part

 

 

 

of their investment processes, and the Investment Adviser may

 

 

 

choose to select sub-advisers that do not consider ESG factors as

 

 

 

part of their investment processes. It is possible that the Fund will

 

 

 

have less exposure to ESG-focused strategies than other

 

 

 

comparable mutual funds. There can be no assurance that a sub-

 

 

 

adviser selected by the Investment Adviser, which includes its

 

 

 

consideration of ESG factors, when available, will provide more

 

 

 

favorable investment performance than another potential sub-

 

 

 

adviser, and such a sub-adviser may, in fact, underperform other

 

 

 

potential sub-advisers.

 

 

 

Environmental, Social, and Governance (Quantitative): The

 

 

 

 

Sub-Adviser’s consideration of ESG factors in selecting

 

 

 

investments for the Fund depends on the operation of quantitative

 

 

 

methods and models whose design reflects qualitative and

 

 

 

subjective judgments of the Sub-Adviser, including reliance on, or

 

 

 

incorporation of, data in respect of ESG factors that may rely on

 

 

 

third-party data that might be incorrect or based on incomplete or

 

 

 

inaccurate information. There is no minimum percentage of the

 

 

 

Fund’s assets that will be invested in companies that the Sub-

 

 

 

Adviser views favorably in light of ESG factors, and the Sub-

 

 

 

Adviser may not invest in companies that compare favorably to

 

 

 

other companies on the basis of ESG factors. It is possible that the

 

 

 

Fund will have less exposure to certain companies due to the Sub-

 

 

 

Adviser’s assessment of ESG factors than other comparable

 

 

 

15

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

mutual funds. There can be no assurance that an investment

 

 

 

selected by the Sub-Adviser, which includes its consideration of

 

 

 

ESG factors, when available, will provide more favorable

 

 

 

investment performance than another potential investment, and

 

 

 

such an investment may, in fact, underperform other potential

 

 

 

investments.

 

 

 

Focused Investing (Index Sleeve): Although the Fund overall is

 

 

 

 

 

actively managed, a sleeve of the Fund is managed pursuant to a

 

 

 

“passive management” approach designed to track the

 

 

 

performance of an index (the “Index Sleeve”). To the extent that the

 

 

 

Index Sleeve’s benchmark or other index is substantially composed

 

 

 

of securities in a particular industry, sector, market segment, or

 

 

 

geographic area, the Index Sleeve may allocate its investments to

 

 

 

approximately the same extent as the index as part of its

 

 

 

investment strategy. As a result, the Index Sleeve may be more

 

 

 

sensitive to financial, economic, business, political, regulatory, and

 

 

 

other developments and conditions, including natural or other

 

 

 

disasters, affecting issuers in a particular industry, sector, market

 

 

 

segment, or geographic area in which the Index Sleeve focuses its

 

 

 

investments, and if securities of such industry, sector, market

 

 

 

segment, or geographic area fall out of favor, the Index Sleeve

 

 

 

could underperform, or be more volatile than, a fund that has

 

 

 

greater diversification.

 

 

 

Technology Sector: Investments in companies involved in

 

 

 

the technology sector are subject to significant competitive

 

 

 

pressures, such as aggressive pricing of products or

 

 

 

services, new market entrants, competition for market

 

 

 

share, short product cycles due to an accelerated rate of

 

 

 

technological developments, evolving industry standards,

 

 

 

changing customer demands, and the potential for limited

 

 

 

earnings and/or falling profit margins. The failure of a

 

 

 

company to adapt to such changes could have a material

 

 

 

adverse effect on the company’s business, results of

 

 

 

operations, and financial condition. These companies also

 

 

 

face the risks that new services, equipment, or

 

 

 

technologies will not be accepted by consumers and

 

 

 

businesses or will become rapidly obsolete. These factors

 

 

 

can affect the profitability of these companies and, as a

 

 

 

result, the values of their securities. Many companies

 

 

 

involved in the technology sector have limited operating

 

 

 

histories, and prices of these companies’ securities

 

 

 

historically have been more volatile than those of many

 

 

 

other companies’ securities, especially over the short term.

 

 

 

Foreign (Non-U.S.) 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, in

 

 

 

part, to: smaller markets; differing reporting, accounting, auditing

 

 

 

and financial reporting standards and practices; nationalization,

 

 

 

expropriation, or confiscatory taxation; foreign currency fluctuations,

 

 

 

currency blockage, or replacement; potential for default on

 

 

 

sovereign debt; and political changes or diplomatic developments,

 

 

 

which may include the imposition of economic sanctions (or the

 

 

 

threat of new or modified sanctions) or other measures by the U.S.

 

 

 

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.

 

 

 

To the extent the Fund invests in securities of issuers in markets

 

 

 

outside the U.S., its share price may be more volatile than if it

 

 

 

invested in securities of issuers in the U.S. market due to, among

 

 

 

other things, the following factors: comparatively unstable political,

 

 

 

social, and economic conditions and limited or ineffectual judicial

 

 

 

systems; wars; comparatively small market sizes, making securities

 

 

 

16

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

less liquid and securities prices more sensitive to the movements of large investors and more vulnerable to manipulation; governmental policies or actions, such as high taxes, restrictions on currency movements, replacement of currency, potential for default on sovereign debt, trade or diplomatic disputes, which may include the imposition of economic sanctions (or the threat of new or modified sanctions) or other measures by the U.S. or other governments and supranational organizations, creation of monopolies, and seizure of private property through confiscatory taxation and expropriation or nationalization of company assets; incomplete, outdated, or unreliable information about securities issuers due to less stringent market regulation and accounting, auditing and financial reporting standards and practices; comparatively undeveloped markets and weak banking and financial systems; market inefficiencies, such as higher transaction costs, and administrative difficulties, such as delays in processing transactions; and fluctuations in foreign currency exchange rates, which could reduce gains or widen losses.

Economic or other sanctions imposed on a foreign (non-U.S.) country or issuer by the U.S. or on the U.S. by a foreign (non-U.S.) country, could impair the Fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain securities. In addition, foreign withholding or other taxes could reduce the income available for distribution to shareholders, and special U.S. tax considerations could apply to foreign (non-U.S.) investments. Depositary receipts are subject to risks of foreign (non-U.S.) investments and might not always track the price of the underlying foreign (non-U.S.) security. 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 (non-U.S.) investment risks may be greater in developing and emerging markets than in developed markets.

The United Kingdom (the “UK”) left the European Union (the “EU”) on January 31, 2020 (commonly known as “Brexit”). The UK and the EU entered into a Trade and Cooperation Agreement that sets out the agreement for certain parts of the future relationship from January 1, 2021, but uncertainty remains in certain areas regarding the future UK-EU relationship.

From January 1, 2021, EU laws ceased to apply in the UK, with many being assimilated into UK law. The UK government has enacted legislation to repeal, replace or make substantial amendments to these laws, with a view to them being replaced by purely domestic legislation. The process of revoking EU laws and replacing them with bespoke UK laws has already begun, creating unpredictable consequences for financial markets and investments. Brexit could significantly impact the UK, European, and global macroeconomic conditions, leading to prolonged political, legal, regulatory, tax, and economic uncertainty. This uncertainty may affect opportunities, pricing, availability, and cost of financing, regulation, values, or exit opportunities of companies or assets based in, doing business with, or having significant relationships in the UK or EU.

Additionally, certain European countries have developed increasingly strained relationships with the U.S., and if these relations were to worsen, they could adversely affect European issuers that rely on the U.S. for trade. Moreover, the national politics of countries in Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example, secessionist movements. The governments of

17

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

European countries may be subject to change and such countries

 

 

 

may experience social and political unrest.

 

 

 

Foreign (non-U.S.) investment risks may be greater in developing

 

 

 

and emerging markets than in developed markets, for such reasons

 

 

 

as social or political unrest, heavy economic dependence on

 

 

 

international aid, agriculture or exports (particularly commodities),

 

 

 

undeveloped or overburdened infrastructures and legal systems,

 

 

 

vulnerability to natural disasters, significant and unpredictable

 

 

 

government intervention in markets or the economy, volatile

 

 

 

currency exchange rates, currency devaluations, runaway inflation,

 

 

 

business practices that depart from norms for developed countries,

 

 

 

and generally less developed or liquid markets. In certain emerging

 

 

 

market countries, governments participate to a significant degree,

 

 

 

through ownership or regulation, in their respective economies.

 

 

 

Action by these governments could have a significant adverse

 

 

 

effect on market prices of securities and payments of dividends.

 

 

 

The Public Company Accounting Oversight Board, which regulates

 

 

 

auditors of U.S. public companies, is unable to inspect audit work

 

 

 

papers in certain foreign (non-U.S.) countries. Investors in foreign

 

 

 

(non-U.S.) countries often have limited rights and few practical

 

 

 

remedies to pursue shareholder claims, including class actions or

 

 

 

fraud claims, and the ability of the SEC, the U.S. Department of

 

 

 

Justice and other authorities to bring and enforce actions against

 

 

 

foreign (non-U.S.) issuers or persons is limited. Settlement and

 

 

 

asset custody practices for transactions in emerging markets may

 

 

 

differ from those in developed markets. Such differences may

 

 

 

include possible delays in settlement and certain settlement

 

 

 

practices, such as delivery of securities prior to receipt of payment,

 

 

 

which increases the likelihood of a “failed settlement.” Failed

 

 

 

settlements can result in losses.

 

 

 

In addition, the Holding Foreign Companies Accountable Act (the

 

 

 

“HFCAA”) could cause securities of a foreign (non-U.S.) company,

 

 

 

including American Depositary Receipts, to be delisted from U.S.

 

 

 

stock exchanges if the company does not allow the U.S.

 

 

 

government to oversee the auditing of its financial information.

 

 

 

Although the requirements of the HFCAA apply to securities of all

 

 

 

foreign (non-U.S.) issuers, the SEC has thus far limited its

 

 

 

enforcement efforts to securities of Chinese companies. If securities

 

 

 

are delisted, the Fund’s ability to transact in such securities will be

 

 

 

impaired, and the liquidity and market price of the securities may

 

 

 

decline. The Fund may also need to seek other markets in which to

 

 

 

transact in such securities, which could increase the Fund’s costs.

 

 

 

Growth Investing: Prices of growth-oriented stocks are more

 

 

 

 

 

sensitive to investor perceptions of the issuer’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-oriented stocks tend to be more

 

 

 

volatile than value-oriented stocks, and may underperform the

 

 

 

market as a whole over any given time period.

 

 

 

High-Yield Securities: Lower-quality securities including securities

 

 

 

 

 

that are or have fallen below investment grade (commonly referred

 

 

 

to as “junk bonds”) have greater credit risk and liquidity risk than

 

 

 

higher-quality (investment grade) securities, and their issuers’ long-

 

 

 

term ability to make payments is considered speculative. Prices of

 

 

 

lower-quality bonds or other debt instruments are also more

 

 

 

volatile, are more sensitive to negative news about the economy or

 

 

 

the issuer, and have greater liquidity risk and price volatility.

 

 

 

Index Strategy (Sleeve): Although the Fund overall is actively

 

 

 

 

 

managed, a sleeve of the Fund is managed pursuant to a “passive

 

 

 

management” approach designed to track the performance of an

 

 

 

index (the “Index Sleeve”). The index selected may underperform

 

 

 

the overall market. The Index Sleeve will not use defensive

 

 

 

positions or attempt to reduce its exposure to poor performing

 

 

 

18

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

securities in the index. The Index Sleeve may underperform other

 

 

 

funds that invest more broadly. Errors in index data, index

 

 

 

computations or the construction of the index in accordance with its

 

 

 

methodology may occur from time to time and may not be identified

 

 

 

and corrected by the index provider for a period of time or at all,

 

 

 

which may have an adverse impact on the Index Sleeve. The

 

 

 

correlation between the Index Sleeve’s performance and index

 

 

 

performance may be affected by the Fund’s expenses and the

 

 

 

timing of purchases and redemptions of the Fund’s shares. In

 

 

 

addition, the Index Sleeve’s actual holdings might not match the

 

 

 

index and the Index Sleeve’s effective exposure to index securities

 

 

 

at any given time may not precisely correlate.

 

 

 

Initial Public Offerings: Investments in 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.

 

 

 

Interest Rate: A rise in market interest rates generally results in a

 

 

 

 

 

fall in the value of bonds and other debt instruments; conversely,

 

 

 

values generally rise as market interest rates fall. Interest rate risk

 

 

 

is generally greater for debt instruments than floating-rate

 

 

 

instruments. The higher the credit quality of the instrument, and the

 

 

 

longer its maturity or duration, the more sensitive it is to changes in

 

 

 

market interest rates. Duration is a measure of sensitivity of the

 

 

 

price of a debt instrument to a change in interest rate. Rising

 

 

 

market interest rates have unpredictable effects on the markets and

 

 

 

may expose debt and related markets to heightened volatility. To

 

 

 

the extent that the Fund invests in debt instruments, an increase in

 

 

 

market interest rates may lead to increased redemptions and

 

 

 

increased portfolio turnover, which could reduce liquidity for certain

 

 

 

investments, adversely affect values, and increase costs. Increased

 

 

 

redemptions may cause the Fund to liquidate portfolio positions

 

 

 

when it may not be advantageous to do so and may lower returns.

 

 

 

If dealer capacity in debt markets is insufficient for market

 

 

 

conditions, it may further inhibit liquidity and increase volatility in

 

 

 

debt markets. Fiscal, economic, monetary, or other governmental

 

 

 

policies or measures have in the past, and may in the future, cause

 

 

 

or exacerbate risks associated with interest rates, including

 

 

 

changes in interest rates. Declining market interest rates increase

 

 

 

the likelihood that debt instruments will be pre-paid. Negative or

 

 

 

very low interest rates could magnify the risks associated with

 

 

 

changes in interest rates. In general, changing interest rates,

 

 

 

including rates that fall below zero, could have unpredictable effects

 

 

 

on markets and may expose debt and related markets to

 

 

 

heightened volatility. In the case of inverse debt instruments, the

 

 

 

interest rate paid by the debt instruments is a floating rate, which

 

 

 

will generally decrease when the market rate of interest to which

 

 

 

the inverse debt instruments are indexed increases and will

 

 

 

increase when the market rate of interest to which the inverse debt

 

 

 

instruments are indexed decreases. Changes to monetary policy by

 

 

 

the U.S. Federal Reserve Board or other regulatory actions could

 

 

 

expose debt and related markets to heightened volatility, interest

 

 

 

rate sensitivity, and reduced liquidity, which may impact the Fund’s

 

 

 

operations and return potential.

 

 

 

Investment Model: A Sub-Adviser’s proprietary investment model

 

 

 

 

 

may not adequately take into account existing or unforeseen

 

 

 

market factors or the interaction among such factors, including

 

 

 

changes in how such factors interact, and there is no guarantee

 

 

 

that the use of a proprietary investment model will result in effective

 

 

 

investment decisions for the Fund. Funds that are actively

 

 

 

managed, in whole or in part, according to a quantitative investment

 

 

 

19

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

model (including models that utilize forms of artificial intelligence,

 

 

 

such as machine learning) can perform differently from the market,

 

 

 

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. Technical issues in the design,

 

 

 

development, implementation, application, and maintenance of the

 

 

 

models (e.g., stale or inaccurate data, human error, programming

 

 

 

or other software issues, coding errors, and technology failures)

 

 

 

may create errors or limitations that might go undetected or are

 

 

 

discovered only after the errors or limitations have negatively

 

 

 

impacted performance.

 

 

 

Investment Model: The Sub-Adviser’s proprietary investment

 

 

 

 

model may not adequately take into account existing or unforeseen

 

 

 

market factors or the interaction among such factors, including

 

 

 

changes in how such factors interact, and there is no guarantee

 

 

 

that the use of a proprietary investment model will result in effective

 

 

 

investment decisions for the Fund. Proprietary investment models

 

 

 

used by the Sub-Adviser to evaluate securities or securities

 

 

 

markets are based on the Sub-Adviser’s understanding of the

 

 

 

interplay of market factors and do not assure successful

 

 

 

investment. The markets, or the price of individual securities, may

 

 

 

be affected by factors not foreseen in the construction of the

 

 

 

proprietary investment models. Volatility management techniques

 

 

 

may not always be successful in reducing volatility, may not protect

 

 

 

against market declines, and may limit the Fund’s participation in

 

 

 

market gains, negatively impacting performance even during

 

 

 

periods when the market is rising. During sudden or significant

 

 

 

market rallies, such underperformance may be significant.

 

 

 

Moreover, volatility management strategies may increase portfolio

 

 

 

transaction costs, which may increase losses or reduce gains. The

 

 

 

Fund’s volatility may not be lower than that of the Fund’s Index

 

 

 

during all market cycles due to market factors. Funds that are

 

 

 

actively managed, in whole or in part, according to a quantitative

 

 

 

investment model (including models that utilize forms of artificial

 

 

 

intelligence, such as machine learning) can perform differently from

 

 

 

the market, 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. Technical issues in the design,

 

 

 

development, implementation, application, and maintenance of the

 

 

 

models (e.g., stale or inaccurate data, human error, programming

 

 

 

or other software issues, coding errors, and technology failures)

 

 

 

may create errors or limitations that might go undetected or are

 

 

 

discovered only after the errors or limitations have negatively

 

 

 

impacted performance.

 

 

 

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 prices at which it sells illiquid securities will be

 

 

 

less than the prices at which they were valued when held by the

 

 

 

Fund, which could cause the Fund to lose money. The prices of

 

 

 

illiquid securities may be more volatile than more liquid securities,

 

 

 

and the risks associated with illiquid securities may be 10 greater in

 

 

 

times of financial stress. Certain securities that are liquid when

 

 

 

purchased may later become illiquid, particularly in times of overall

 

 

 

economic distress or due to geopolitical events such as sanctions,

 

 

 

trading halts, or wars. In addition, markets or securities may

 

 

 

become illiquid quickly.

 

 

 

Manager: The Fund is subject to manager risk because it is an

 

 

 

 

actively managed investment portfolio. The Investment Adviser, the

 

 

 

Sub-Adviser, or each individual portfolio manager will make

 

 

 

judgments and apply investment techniques and risk analyses in

 

 

 

making investment decisions, but there can be no guarantee that

 

 

 

these decisions will produce the desired results. the Fund’s portfolio

 

 

 

may fail to produce the intended results, and the Fund’s portfolio

 

 

 

may underperform other comparable funds because of portfolio

 

 

 

20

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

management decisions related to, among other things, the

 

 

 

selection of investments, portfolio construction, risk assessments,

 

 

 

and/or the outlook on market trends and opportunities. Many

 

 

 

managers of equity funds employ styles that are characterized as

 

 

 

“value” or “growth.” However, these terms can have different

 

 

 

applications by different managers. One manager’s value approach

 

 

 

may be different from that of another, and one manager’s growth

 

 

 

approach may be different from that of another. For example, some

 

 

 

value managers employ a style in which they seek to identify

 

 

 

companies that they believe are valued at a more substantial or

 

 

 

“deeper discount” to a company’s net worth than other value

 

 

 

managers. Therefore, some funds that are characterized as growth

 

 

 

or value can have greater volatility than other funds managed by

 

 

 

other managers in a growth or value style.

 

 

 

Market: The market values of securities will fluctuate, sometimes

 

 

 

sharply and unpredictably, based on overall economic conditions,

 

 

 

governmental actions or intervention, market disruptions caused by

 

 

 

trade disputes or other factors, political developments, and other

 

 

 

factors. Prices of equity securities tend to rise and fall more

 

 

 

dramatically than those of debt instruments. Additionally, legislative,

 

 

 

regulatory or tax policies or developments 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.

 

 

 

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-

 

 

 

capitalization companies causing a fund that invests in these

 

 

 

companies to increase in value more rapidly than a fund that

 

 

 

invests in large-capitalization 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 large-capitalization companies. As a

 

 

 

result, stocks of mid- and small-capitalization companies may be

 

 

 

more volatile and may decline significantly in market downturns.

 

 

 

Market Disruption and Geopolitical: The Fund is subject to the

 

 

 

risk that geopolitical events will disrupt securities markets and

 

 

 

adversely affect global economies and markets. Due to the

 

 

 

increasing interdependence among global economies and markets,

 

 

 

conditions in one country, market, or region might adversely impact

 

 

 

markets, issuers and/or foreign exchange rates in other countries,

 

 

 

including the United States. Wars, terrorism, global health crises

 

 

 

and pandemics, trade disputes, tariffs and other restrictions on

 

 

 

trade or economic sanctions, rapid technological developments

 

 

 

(such as artificial intelligence technologies), and other geopolitical

 

 

 

events that have led, and may continue to lead, to increased

 

 

 

market volatility and may have adverse short- or long-term effects

 

 

 

on U.S. and global economies and markets, generally. For

 

 

 

example, the COVID-19 pandemic resulted in significant market

 

 

 

volatility, exchange suspensions and closures, declines in global

 

 

 

financial markets, higher default rates, supply chain disruptions,

 

 

 

and a substantial economic downturn in economies throughout the

 

 

 

world. Pandemics and other disruptions may also create challenges

 

 

 

for real estate markets, including lower occupancy rates, decreased

 

 

 

lease payments, defaults, and foreclosures, among other

 

 

 

consequences. Natural and environmental disasters and systemic

 

 

 

market dislocations are also highly disruptive to economies and

 

 

 

markets. Military action by Russia in Ukraine, the prolonged conflict

 

 

 

between Hamas and Israel, the Iranian conflict that commenced in

 

 

 

February 2026, and political upheaval in Venezuela have resulted,

 

 

 

21

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

and may continue to result, in sanctions, market disruptions,

 

 

 

declines in regional and global stock markets, unusual volatility in

 

 

 

global commodity markets, and disruptions to energy production or

 

 

 

transportation, including through key shipping routes, any of which

 

 

 

could adversely affect the value of the Fund’s investments,

 

 

 

including beyond the Fund’s direct exposure to issuers in the

 

 

 

affected regions. The escalation or expansion of hostilities,

 

 

 

including the involvement of additional nations, could introduce

 

 

 

further uncertainty and volatility in global energy, commodity, and

 

 

 

financial markets. The extent and duration of these conflicts, related

 

 

 

sanctions, and resulting market disruptions are impossible to

 

 

 

predict but could be substantial. A number of U.S. domestic banks

 

 

 

and foreign (non-U.S.) banks have experienced financial difficulties

 

 

 

and, in some cases, failures. There can be no certainty that the

 

 

 

actions taken by regulators to limit the effect of those financial

 

 

 

difficulties and failures on other banks or other financial institutions

 

 

 

or on the U.S. or foreign (non-U.S.) economies generally will be

 

 

 

successful. It is possible that more banks or other financial

 

 

 

institutions will experience financial difficulties or fail, which may

 

 

 

affect adversely other U.S. or foreign (non-U.S.) financial

 

 

 

institutions and economies. These events as well as other changes

 

 

 

in foreign (non-U.S.) and domestic economic, social, and political

 

 

 

conditions also could adversely affect individual issuers or related

 

 

 

groups of issuers, securities markets, interest rates, credit ratings,

 

 

 

inflation, investor sentiment, and other factors affecting the value of

 

 

 

the Fund’s investments. Any of these occurrences could disrupt the

 

 

 

operations of the Fund and of the Fund’s service providers. Recent

 

 

 

technological developments in, and the increasingly widespread

 

 

 

use of, artificial intelligence, including machine learning technology

 

 

 

and generative artificial intelligence (“AI”), may pose risks to the

 

 

 

Fund. For instance, the economy may be significantly impacted by

 

 

 

the advanced development and increased regulation of AI. As AI is

 

 

 

used more widely, the profitability and growth of Fund holdings may

 

 

 

be impacted, which could significantly impact the overall

 

 

 

performance of the Fund. The legal and regulatory frameworks

 

 

 

within which AI operates continue to rapidly evolve, and it is not

 

 

 

possible to predict the full extent of current or future risks related

 

 

 

thereto.

 

 

 

Operational: The Fund, its service providers, and other market

 

 

 

 

participants increasingly depend on complex information

 

 

 

technology and communications systems to conduct business

 

 

 

functions. These systems are subject to a number of different

 

 

 

threats or risks, including operational and information security risks

 

 

 

that could adversely affect the Fund and its shareholders, despite

 

 

 

the efforts of the Fund and its service providers to adopt

 

 

 

technologies, processes, and practices intended to mitigate these

 

 

 

risks.

 

 

 

Operational failures, cyber-attacks, systems failures, processing

 

 

 

errors, or human error may result in losses to the Fund, impede

 

 

 

trading, disrupt portfolio management, or otherwise impair the

 

 

 

Fund’s operations.

 

 

 

The use of artificial intelligence (“AI”), including generative AI, and

 

 

 

machine learning could exacerbate operational and information

 

 

 

security risks, including through increased automation, reliance on

 

 

 

thirdparty data or models, or the potential for model error, misuse,

 

 

 

or data compromise, or result in cyber security incidents that

 

 

 

implicate personal data.

 

 

 

Information relating to the Fund’s investments is delivered

 

 

 

electronically, which can give rise to a number of risks, including,

 

 

 

but not limited to, the risks that such communications may not be

 

 

 

secure and may contain computer viruses or other defects, may not

 

 

 

be accurately replicated on other systems, or may be intercepted,

 

 

 

22

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

deleted or interfered with, without the knowledge of the sender or

 

 

 

the intended recipient.

 

 

 

The Fund has limited ability to prevent or mitigate cybersecurity or

 

 

 

operational incidents affecting thirdparty service providers, and

 

 

 

such incidents may result in financial losses or additional costs to

 

 

 

the Fund and its shareholders.

 

 

 

Option Writing: When the Fund writes a covered call option on a

 

 

 

 

security, it assumes the risk that it must sell the underlying security

 

 

 

at an exercise price that may be lower than the market price of the

 

 

 

security, and it gives up the opportunity to profit from a price

 

 

 

increase in the underlying security above the exercise price. In

 

 

 

addition, the Fund continues to bear the risk of a decline in the

 

 

 

value of the underlying security. When the Fund writes an index call

 

 

 

option, it assumes the risk that it must pay the purchaser of the

 

 

 

option a cash payment equal to any appreciation in the value of the

 

 

 

index over the strike price of the call option during the option’s term.

 

 

 

While the amount of the Fund’s potential loss is offset by the

 

 

 

premium received when the option was written, the amount of the

 

 

 

loss is theoretically unlimited.

 

 

 

When writing a covered call option, the Fund may be unable to sell

 

 

 

the underlying security during the term of the option, including to

 

 

 

take advantage of new investment opportunities. If a covered call

 

 

 

option written by the Fund expires unexercised, the Fund will

 

 

 

realize a capital gain equal to the premium received at the time the

 

 

 

option was written; however, in return for the premium received, the

 

 

 

Fund gives up the opportunity to profit from any price increase in

 

 

 

the underlying security above the exercise price during the term of

 

 

 

the option, and, as long as its obligation under such call option

 

 

 

continues, has retained the risk of loss should the price of the

 

 

 

underlying security decline.

 

 

 

There can be no assurances that the option strategy will be

 

 

 

effective and that the Fund will be able to exercise a transaction at

 

 

 

a desirable price and time.

 

 

 

Other Investment Companies: The main risk of investing in other

 

 

 

investment companies, including ETFs, is the risk that the value of

 

 

 

an investment company’s underlying investments 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 Fund’s expenses. 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.

 

 

 

ETFs are exchange-traded investment companies that are, in many

 

 

 

cases, designed to provide investment results corresponding to an

 

 

 

index. Additional risks of investments in ETFs include that: (i) an

 

 

 

active trading market for an ETF’s shares may not develop or be

 

 

 

maintained; or (ii) trading may be halted if the listing exchanges’

 

 

 

officials deem such action appropriate, the shares are delisted from

 

 

 

an exchange, or the activation of market-wide “circuit breakers”

 

 

 

(which are tied to large decreases in stock prices) halts trading of

 

 

 

an ETF’s shares. In addition, shares of ETFs may trade at a

 

 

 

premium or discount to net asset value and are subject to

 

 

 

secondary market trading risks. Secondary markets may be subject

 

 

 

to irregular trading activity, wide bid/ask spreads, and extended

 

 

 

trade settlement periods in times of market stress because market

 

 

 

makers and authorized participants may step away from making a

 

 

 

market in an ETF’s shares, which could cause a material decline in

 

 

 

the ETF’s net asset value.

 

 

 

23

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

Preferred Stocks: Preferred stock generally has preference over

 

 

 

 

 

common stock but is generally subordinate to debt instruments with

 

 

 

respect to dividends and liquidation. Preferred stocks are subject to

 

 

 

the risks associated with other types of equity securities, as well as

 

 

 

greater credit or other risks than senior debt instruments. In

 

 

 

addition, preferred stocks are subject to other risks, such as risks

 

 

 

related to deferred and omitted distributions, limited voting rights,

 

 

 

liquidity, interest rate, regulatory changes and special redemption

 

 

 

rights.

 

 

 

Prepayment and Extension: Many types of debt instruments are

 

 

 

 

 

subject to prepayment and extension risk. Prepayment risk is the

 

 

 

risk that the issuer of a debt instrument will pay back the principal

 

 

 

earlier than expected. This risk is heightened in a falling market

 

 

 

interest rate environment. Prepayment may expose the Fund to a

 

 

 

lower rate of return upon reinvestment of principal. Also, if a debt

 

 

 

instrument subject to prepayment has been purchased at a

 

 

 

premium, the value of the premium would be lost in the event of

 

 

 

prepayment. Extension risk is the risk that the issuer of a debt

 

 

 

instrument will pay back the principal later than expected. This risk

 

 

 

is heightened in a rising market interest rate environment. This may

 

 

 

negatively affect performance, as the value of the debt instrument

 

 

 

decreases when principal payments are made later than expected.

 

 

 

Additionally, the Fund may be prevented from investing proceeds it

 

 

 

would have received at a given time at the higher prevailing interest

 

 

 

rates.

 

 

 

Real Estate Companies and Real Estate Investment Trusts:

 

 

 

 

 

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, overbuilding, high foreclosure rates, and operating expenses

 

 

 

in addition to terrorist attacks, wars, or other acts that destroy real

 

 

 

property. In addition, REITs may also be affected by tax and

 

 

 

regulatory requirements in that a REIT may not qualify for favorable

 

 

 

tax treatment or regulatory exemptions. Investments in REITs are

 

 

 

affected by the management skill of the REIT’s sponsor. 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.

 

 

 

The Fund seeks to minimize investment risk by limiting the

 

 

 

investment of cash collateral to high-quality instruments of short

 

 

 

maturity. In the event of a borrower default, the Fund will be

 

 

 

protected to the extent the Fund is able to exercise its rights in the

 

 

 

collateral promptly and the value of such collateral is sufficient to

 

 

 

purchase replacement securities. The Fund is protected by its

 

 

 

securities lending agent, which has agreed to indemnify the Fund

 

 

 

from losses resulting from borrower default.

 

 

 

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

 

 

 

24

 

 

 

Principal Risks

IAE Fund

IHD Fund

MM EME Fund

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. Risks associated with value investing include that a security that is perceived by the manager to be undervalued may actually be appropriately priced and, thus, may not appreciate and provide anticipated capital growth. 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 securities may underperform other funds that invest more broadly.

How do the Fundamental Policies of the Funds compare?

The following chart compares the fundamental policies of the Funds. Each Fund has adopted the following investment restrictions as fundamental policies, which means they cannot be changed without the approval of the holders of a “majority” of the Fund’s outstanding voting securities, as that term is defined in the 1940 Act. The term “majority” is defined in the 1940 Act as the lesser of: (i) 67% or more of a Fund’s voting securities present at a meeting of shareholders at which the holders of more than 50% of the outstanding voting securities of a Fund are present in person or represented by proxy; or (ii) more than 50% of a Fund’s outstanding voting securities.

IAE Fund and IHD Fund1

MM EME Fund

Concentration:

Concentration:

The Fund may not purchase a security, if as a result, more than

The Fund may not purchase any securities which would cause

25% of the value of its total assets would be invested in

25% or more of the value of its total assets at the time of

securities of one or more issuers conducting their principal

purchase to be invested in securities of one or more issuers

business activities in the same industry or group of [related]

conducting their principal business activities in the same

industries, provided that this limitation shall not apply to

industry, provided that: (i) there is no limitation with respect to

obligations issued or guaranteed by the U.S. government or its

obligations issued or guaranteed by the U.S. government, or

agencies and instrumentalities.

tax-exempt securities issued by any state or territory of the

 

United States, or tax-exempt securities issued by any of their

 

agencies, instrumentalities or political subdivisions; and (ii)

 

notwithstanding this limitation or any other fundamental

 

investment limitation, assets may be invested in the securities

 

of one or more management investment companies to the

 

extent permitted by the 1940 Act, the rules and regulations

 

thereunder and any exemptive relief obtained by the Fund.

 

 

Diversification:

Diversification:

While the Target Funds do not have a fundamental policy with

The Fund may not purchase securities of any issuer if, as a

respect to diversification, each Fund is a diversified, closed-end

result, with respect to 75% of the Fund’s total assets, more

management investment company.

than 5% of the value of its total assets would be invested in the

 

securities of any one issuer or the Fund’s ownership would be

 

more than 10% of the outstanding voting securities of any

 

issuer, provided that this restriction does not limit the Fund’s

 

investments in securities issued or guaranteed by the U.S.

 

government, its agencies and instrumentalities, or investments

 

in securities of other investment companies.

Making Loans:

Making Loans:

The Fund may not make loans to other persons, except by (a)

The Fund may not make loans, except to the extent permitted

the acquisition of obligations in which the Fund is authorized to

under the 1940 Act, including the rules, regulations,

invest in accordance with its investment objectives and policies,

interpretations and any exemptive relief obtained by the Fund.

(b) entering into repurchase agreements and (c) lending its

 

portfolio securities.

 

 

 

25

IAE Fund and IHD Fund1

MM EME Fund

Issuing Senior Securities:

Issuing Senior Securities:

The Fund may not issue any senior security, except to the

The Fund may not issue senior securities except to the extent

extent permitted by the 1940 Act[, including the rules,

permitted by the 1940 Act, the rules and regulations thereunder

regulations, interpretations thereunder and any exemptive relief

and any exemptive relief obtained by the Fund.

obtained by the Fund].

 

 

 

Purchasing or Selling Real Estate:

Purchasing or Selling Real Estate:

The Fund may not purchase or sell real estate, although it may

The Fund may not purchase or sell real estate, except that the

purchase and sell securities which are secured by interests in

Fund may: (i) acquire or lease office space for its own use; (ii)

real estate, securities of issuers which invest or deal in

invest in securities of issuers that invest in real estate or

investment trusts and other securities that represent a similar

interests therein; (iii) invest in mortgage-related securities and

indirect interest in real estate. The Fund reserves the freedom

other securities that are secured by real estate or interests

of action to hold and to sell real estate acquired as a result of

therein; or (iv) hold and sell real estate acquired by the Fund as

the ownership of securities.

a result of the ownership of securities.

 

 

Purchasing or Selling Commodities:

Purchasing or Selling Commodities:

The Fund may not purchase or sell commodities or commodity

The Fund may not purchase or sell physical commodities,

contracts for the purposes except to the extent permitted by

unless acquired as a result of ownership of securities or other

applicable law without the Fund becoming subject to

instruments (but this shall not prevent the Fund from

registration with the Commodity Futures Trading Commission

purchasing or selling options and futures contracts or from

as a commodity pool.

investing in securities or other instruments backed by physical

 

commodities). This limitation does not apply to foreign currency

 

transactions, including, without limitation, forward currency

 

contracts.

Borrowing:

Borrowing:

The Fund may not borrow money, except to the extent

The Fund may not borrow money, except to the extent

permitted under the 1940 Act, including the rules, regulations,

permitted under the 1940 Act, including the rules, regulations,

interpretations thereunder and any exemptive relief obtained by

interpretations thereunder and any exemptive relief obtained by

the Fund.

the Fund.

 

 

Underwriting Securities:

Underwriting Securities:

The Fund may not underwrite securities issued by other

The Fund may not underwrite any issue of securities within the

persons, except insofar as it may technically be deemed to be

meaning of the 1933 Act except when it might technically be

an underwriter under the Securities Act of 1933, as amended

deemed to be an underwriter either: (i) in connection with the

(the “1933 Act”), in selling or disposing of a portfolio

disposition of a portfolio security; or (ii) in connection with the

investment, or participating in a secondary offering of a portfolio

purchase of securities directly from the issuer thereof in

investment.

accordance with its investment objective. This restriction shall

 

not limit the Fund’s ability to invest in securities issued by other

 

registered management investment companies.

Purchase of Securities on Margin:

Purchase of Securities on Margin:

The Fund may not purchase securities on margin (but the Fund

Not applicable.

may obtain such short-term credits as may be necessary for

 

the clearance of purchases and sales of securities). The

 

purchase of investment assets with the proceeds of a permitted

 

borrowing or securities offering will not be deemed to be the

 

purchase of securities on margin.

 

 

 

1.Bracketed language applies only to IHD Fund.

26

How do the purchase, exchange, and redemption policies of the Funds compare?

The common shares of the Target Funds, each a closed-end fund, are listed for trading on the NYSE, where such shares may be purchased and sold through broker-dealers at prevailing market prices, which may be greater than (premium) or less than (discount) net asset value. Shares of the Target Funds do not have any exchange rights.

The Surviving Fund, an open-end fund, continuously offers new shares. As an open-end fund with multiple share classes, the Surviving Fund has detailed information regarding how to buy shares, minimum initial investment amount, tax information, payments to broker-dealers and intermediaries, exchanging shares, concerning frequent purchases and redemptions, and redeeming shares. Following the Reorganizations, shareholders of the Target Funds will receive Class W shares of the Surviving Fund for their Common Shares. Shareholders receiving Class W shares in the Reorganizations are expected to be permitted to continue to hold such shares and, subject to applicable policies and procedures, may be permitted to make additional investments in Class W shares following the Reorganizations. If a Reorganization is effected, current Target Fund shareholders, as shareholders of the Surviving Fund, would be able to exchange their Class W shares received in the Reorganizations for shares of another class of the Surviving Fund for which they are eligible. Such shareholders should consult their tax advisers regarding the potential tax consequences of such an exchange. Different share classes may have different fees and expenses and shareholders should consider those fees and expenses when considering an exchange to a share class other than Class W.

Additional details for buying, selling and exchanging Class W shares of MM EME Fund are included in Appendix B.

How does the performance of the Funds compare?

The following information is intended to help you understand the risks of investing in the Funds. The Surviving Fund has superior one-year performance as compared to the Target Funds, and has stronger performance relative to IAE Fund and IHD Fund at market price over a number of prior periods. There are also periods during which IAE Fund and IHD Fund outperformed the Surviving Fund. The following bar charts show the changes in each Fund’s performance from year to year, and the table compares each Fund’s performance to the performance of a broad-based securities market index and additional indices with investment characteristics similar to those of the Fund for the same period. Each Fund’s performance information reflects applicable fee waivers and/or expense limitations in effect during the period presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. The bar charts show the performance of the Common Shares for the Target Funds and Class W shares for MM EME Fund. Performance for other share classes would differ to the extent they have differences in their fees and expenses. Each Fund’s past performance (before and after taxes) is no guarantee of future results. For the most recent performance figures, go to https://individuals.voya.com/literature or call 1-800- 992-0180.

IAE Fund

IAE Fund’s performance prior to May 6, 2019 reflects returns achieved by a different sub-adviser and pursuant to a different investment objective and principal investment strategies. If IAE Fund’s current sub-adviser, objective and strategies had been in place for the prior period, the performance information shown would have been different.

Calendar Year Total Returns (as of December 31 of each year)

Best quarter: 2nd Quarter 2020, 15.78% and Worst quarter: 1st Quarter 2020, -21.72%

Average Annual Total Returns %

(for the periods ended December 31, 2025)

 

 

1

5

10

Since

Inception

 

 

Year

Years

Years

Inception

Date

Voya Asia Pacific High Dividend Equity Income Fund at Market Value1

%

34.43

8.11

8.49

N/A

3/27/2007

MSCI All Country Asia Pacific ex-Japan® Index1

%

29.56

4.19

8.47

N/A

 

1.The index returns do not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

27

IHD Fund

IHD Fund’s performance prior to May 6, 2019 reflects returns achieved by a different sub-adviser and pursuant to a different investment objective and principal investment strategies. If IHD Fund’s current sub-adviser, objective and strategies had been in place for the prior period, the performance information shown would have been different.

Calendar Year Total Returns (as of December 31 of each year)

Best quarter: 4th Quarter 2020, 15.19% and Worst quarter: 1st Quarter 2020, -24.23%

Average Annual Total Returns %

(for the periods ended December 31, 2025)

 

 

1

5

10

Since

Inception

 

 

Year

Years

Years

Inception

Date

Voya Emerging Markets High Dividend Equity Fund at Market Value1

%

40.11

8.60

9.17

N/A

4/26/2011

MSCI Emerging Markets IndexSM 1

%

33.57

4.20

8.42

N/A

 

1.The index returns do not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

MMEME Fund

In 2024, the Investment Adviser changed MM EME Fund’s primary benchmark from the MSCI Emerging Markets IndexSM to the MSCI ACWI ex-U.S. IndexSM in accordance with changes to regulatory disclosure requirements. MM EME Fund continues to use the MSCI Emerging Markets IndexSM as an additional benchmark that the Investment Adviser believes more closely reflects MM EME Fund’s principal investment strategies.

On July 14, 2023, SGA was added as an additional sub-adviser and Van Eck Associates Corporation (which served as a sub-adviser from August 24, 2015 to June 30, 2023) was removed as a sub-adviser. On August 9, 2019, Voya IM was added as a sub-adviser and J.P. Morgan Investment Management Inc. (which served as a sub-adviser from October 11, 2011 to August 9, 2019) was removed as a sub-adviser. Each change to the sub-advisers resulted in changes to the Fund’s principal investment strategies. The Fund’s performance information for these periods reflects returns achieved by the different sub-advisers and pursuant to different principal investment strategies. If the Fund’s current sub-advisers and strategies had been in place for the prior periods, the performance information shown would have been different.

Calendar Year Total Returns Class W (as of December 31 of each year)

Best quarter: 2nd Quarter 2020, 24.02% and Worst quarter: 1st Quarter 2020, -26.86%

28

Average Annual Total Returns %

 

 

 

 

 

 

(for the periods ended December 31, 2025)

 

 

 

 

 

 

 

 

1

5

10

Since

Inception

 

 

Year

Years

Years

Inception

Date

Class W before taxes

%

46.05

4.48

8.48

N/A

10/11/2011

After tax on distributions

%

43.18

2.19

6.94

N/A

 

After tax on distributions with sale

%

27.76

2.55

6.24

N/A

 

MSCI ACWI ex-US IndexSM 1

%

32.39

7.91

8.41

N/A

 

MSCI Emerging Markets IndexSM 1

%

33.57

4.20

8.42

N/A

 

1.The index returns include the reinvestment of dividends and distributions net of withholding taxes, but do not reflect fees, brokerage commissions, or other expenses.

How does the management of the Funds compare?

The following table describes the management of the Funds. A discussion of the basis for the Board's approval of the advisory and sub-advisory agreements noted below is available in a Fund's Form N-CSR filings with the SEC as follows: 1) for each of IAE Fund and IHD Fund, Form N-CSR for the fiscal period ended February 28, 2026; and 2) for MM EME Fund, Form N-CSR for the fiscal period ended October 31, 2025.

 

IAE Fund

 

IHD Fund

MM EME Fund

Investment Adviser

Voya Investments, LLC

 

Voya Investments

Voya Investments

 

(“Voya Investments”)

 

 

 

Management Fee

1.05%

 

1.15%

Actively Managed Assets2

 

(as a percentage of

 

(as a percentage of

1.100% on assets

 

Managed Assets1)

 

Managed Assets1)

 

 

 

 

 

Passively Managed Assets3

 

 

 

 

0.700% on assets

Sub-Adviser

Voya Investment

 

Voya IM

Nomura Investments Fund

 

Management

 

 

Advisers (“NIFA”)

 

Co. LLC (“Voya IM”)

 

 

 

 

 

 

 

Sustainable Growth

 

 

 

 

Advisers, LP (“SGA”)

 

 

 

 

Voya IM

Sub-Advisory Fee

0.473%

 

0.518%

For information on MM EME

 

(as a percentage of average

 

(as a percentage of average

Fund’s annual sub-advisory

 

daily Managed Assets1

 

daily Managed Assets1

fee rate, please

 

allocated to the Sub-

 

allocated to the Sub-

see the paragraph

 

Adviser)

 

Adviser)

immediately following this

 

 

 

 

table.

Portfolio Managers

Susanna Jacob

 

Susanna Jacob

Voya Investments

 

(since 9/2023)

 

(since 9/2023)

Lanyon Blair, CFA, CAIA

 

Russell Shtern, CFA

 

Russell Shtern, CFA

(since 5/2023)

 

(since 10/2025)

 

(since 10/2025)

Barbara Reinhard, CFA

 

Kai Yee Wong

 

Kai Yee Wong

(since 5/2023)

 

(since 10/2025)

 

(since 10/2025)

 

 

 

 

 

NIFA

 

 

 

 

Liu-Er Chen, CFA

 

 

 

 

(since 10/2011)

 

 

 

 

SGA

 

 

 

 

HK Gupta

 

 

 

 

(since 7/2023)

 

 

 

 

Kishore Rao

 

 

 

 

(since 7/2023)

 

 

 

 

Alexandra Lee

 

 

 

 

(since 3/2025)

 

 

 

 

Voya IM

 

 

 

 

Mark Buccigross

 

 

 

 

(since 2/2025)

 

 

 

 

Kai Yee Wong

 

 

 

 

(since 8/2019)

Distributor

Voya Investments

 

VID

VID

 

Distributor, LLC

 

 

 

 

(“VID” or the “Distributor”)

 

 

 

 

 

29

 

1.“Managed Assets” shall mean the Fund’s average daily gross asset value, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Fund and the liquidation preference of any outstanding preferred shares).

2.“Actively Managed Assets” shall mean assets which are not “Passively Managed Assets.”

3.“Passively Managed Assets” shall mean assets which are managed with a goal of replicating an index.

For sub-advisory services rendered during the fiscal year ended October 31, 2025, for MM EME Fund, the Investment Adviser paid (i) Voya IM, an affiliate of the Investment Adviser, sub-advisory fees of $385,692, which represented approximately 0.187% of MM EME Fund’s average daily net assets for that fiscal year, and (ii) NIFA and SGA, each an unaffiliated sub-adviser, aggregate sub-advisory fees of $653,142, which represented approximately 0.317% of MM EME Fund’s average daily net assets for that fiscal year. For purposes of calculating the annual sub-advisory fees, the assets of MMEME Fund are aggregated with assets for Voya VACS EME Fund.
       
Boards of Trustees

The business and affairs of each Fund are managed under the direction of the Board according to the applicable laws of the State of Delaware. The Board governs each Fund and is responsible for protecting the interests of shareholders. The members of the Board are experienced executives who oversee each Fund’s activities, review contractual arrangements with companies that provide services to each Fund, and review each Fund’s performance.

Investment Adviser

Voya Investments, an Arizona limited liability company, is registered with the SEC as an investment adviser. Voya Investments serves as the investment adviser to, and has overall responsibility for the management of, each 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 each Fund, including, but not limited to, the following: custodial, transfer agency, dividend disbursing, accounting, auditing, compliance, and related services.

Voya Investments began business as an investment adviser in 1994 and currently serves as investment adviser to certain registered investment companies, consisting of open- and closed-end registered investment companies and collateralized loan obligations. Voya Investments is an indirect 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 business address is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258.

Sub-Advisers

NIFA is a series of Nomura Investment Management Business Trust (“NIMBT”), a Delaware statutory trust, which is registered with the SEC as an investment adviser. Nomura Asset Management is part of the Investment Management Division of the Nomura Group, providing integrated public and private market asset management services across equities, fixed income, private credit and multi-asset solutions to intermediary and institutional clients. Nomura Asset Management primarily operated through several distinct investment managers, which include NIMBT and its NIFA series. NIFA’s principal business address is 610 Market Street, Philadelphia, Pennsylvania 19106.

SGA is a Delaware limited partnership. SGA is a registered investment adviser and provides investment advice to institutional and individual clients, private investment companies, and mutual funds. SGA’s principal business address is 301 Tresser Boulevard, Suite 1310, Stamford, Connecticut 06901.

Voya IM, a Delaware limited liability company, was founded in 1972 and is registered with the SEC as an investment adviser. Voya IM has acted as an investment adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. Voya IM is an indirect subsidiary of Voya Financial, Inc. and is an affiliate of the Investment Adviser. Voya IM’s principal business address is 200 Park Avenue, New York, New York 10166.

MM EME Fund - The Multi-Manager Approach

The Investment Adviser allocates MM EME Fund’s assets to different sub-advisers. The Investment Adviser may, from time to time, directly manage a portion of MM EME Fund’s assets to seek to manage MM EME Fund’s overall risk exposure, to achieve MM EME Fund’s desired risk/return profile, and to effect MM EME Fund’s investment strategies. NIFA, SGA, and Voya IM are the sub-advisers of MM EME Fund. The Investment Adviser may change the allocation of MM EME Fund’s assets between the sub-advisers as it determines necessary to pursue MM EME Fund’s investment objective.

The Investment Adviser will determine what it believes to be the optimal allocation of the assets under management among MM EME Fund’s sub-advisers. Subsequent inflows and outflows will be allocated between MM EME Fund’s sub- advisers to maintain the Investment Adviser’s determined allocation.

30

Portfolio Managers

The following individuals are jointly and primarily responsible for the day-to-day management of the Funds, as designated in the table above.

Lanyon Blair, CFA, CAIA, Portfolio Manager, joined Voya IM in 2015 and is Head of Manager Research and Selection for Multi-Asset Strategies and Solutions (“MASS”). He is responsible for manager research and selection activities across all asset classes for the MASS group’s multi-manager products. Prior to joining Voya IM, Mr. Blair was an analyst at Wells Fargo, focusing on research and due diligence of equity, real estate, and multi-asset managers. Prior to that, he was an analyst with Fidelity Investments, covering equity and real estate managers. Mr. Blair began his career as a consultant with FactSet Research Systems where he worked closely with equity, fixed income, and real estate research teams.

Mark Buccigross, Portfolio Manager, is on the quantitative equity team at Voya IM. Prior to joining Voya IM, he worked as an equity trader at State Street Global Advisors, where he was responsible for supporting U.S., Canada, and emerging market portfolio managers across fundamental active, active quantitative, and passive strategies. Prior to that, Mr. Buccigross held a similar position at GE Asset Management.

Liu-Er Chen, CFA, Managing Director and Chief Investment Officer-Emerging Markets and Healthcare, heads Nomura’s global emerging markets team. Prior to joining a predecessor entity of Nomura’s in 2006, he spent nearly 11 years at Evergreen Investment Management Company.

HK Gupta, Principal, Analyst, and Portfolio Manager on the SGA Investment Committee also sits on the SGA Executive Committee. He has been with SGA since 2014. He is a portfolio manager of SGA’s US Large Cap Growth, Global Growth, and Emerging Markets Growth Portfolios. Prior to joining SGA, Mr. Gupta was a Senior Analyst at MDR Capital Management and an Associate Managing Director at Iridian Asset Management. Prior to that, he worked as an Investment Banking Associate at Bank of America Merrill Lynch and advised industrials and financials clients on private placements and M&A. Prior to that, Mr. Gupta spent three years in the industry as a Product and Program Manager at Amazon.com and led the launch of Amazon’s Japanese and German merchant platforms.

Susanna Jacob, Portfolio Manager, head of strategy research for Multi-Asset Strategies and Solutions (MASS) at Voya IM, responsible for research and design for multi-asset and systematic strategies. Previously at Voya, she was a quantitative strategist for MASS. Prior to joining Voya, Ms. Jacob was part of the startup investment team at Quadratic Capital, founded as a multi-asset absolute return global macro strategy, responsible for bottom-up quantitative modelling and investment insights. Prior to that, she was a director at BlackRock, where her responsibilities included systematic trading processes, leveraging high frequency insights and contributing to innovative quantitative research for the scientific active equity and global macro portfolios. Previously, Ms. Jacob worked at Citadel, developing and enhancing research and implementation of derivatives trading strategies, and at Goldman Sachs, where she helped transform the quantitative efforts in algorithmic trading for institutional investors.

Alexandra Lee, Principal, Analyst, and Portfolio Manager on the SGA Investment Committee also sits on the SGA Executive Committee. She has been with SGA since 2004. She is a portfolio manager of SGA’s Global Growth, International Growth and Emerging Markets Growth Portfolios. Prior to joining SGA, Ms. Lee was an Associate Director and an equity analyst at Bear Stearns. Prior to that, she was employed at JP Morgan as an equity research analyst.

Kishore Rao, Principal, Analyst, and Portfolio Manager on the SGA Investment Committee also sits on the SGA Executive Committee. He has been with SGA since 2004. He is a portfolio manager of SGA’s US Large Cap Growth, Global Growth, International Growth, and Emerging Markets Growth Portfolios. Prior to joining SGA, Mr. Rao was a member of the investment team at Trident Capital and was a Founder and General Manager of the Street Events division of CCBN. Prior to that, he was an Investment Analyst at Tiger Management following healthcare services and software companies and an analyst at Wellington Management following semiconductor equipment.

Barbara Reinhard, CFA, Portfolio Manager, joined Voya IM in 2016 and is the head of asset allocation for Multi-Asset Strategies and Solutions (“MASS”). She is responsible for strategic and tactical asset allocation decisions for the MASS team’s multi-asset strategies. Prior to joining Voya IM, Ms. Reinhard was the chief investment officer for Credit Suisse Private Bank in the Americas (2011-2016) where she managed discretionary multi-asset portfolios, was a member of the global asset allocation committee, and the pension investment committee. Prior to that, she spent 20 years at Morgan Stanley.

Russell Shtern, CFA, Portfolio Manager, joined Voya IM in 2022. Prior to joining Voya IM, he served as a senior portfolio manager at Franklin Templeton’s Investment Solutions group (2020-2022) where he was responsible for managing smart beta and active multi-factor equity strategies. Prior to that, Mr. Shtern was head of equity portfolio management and trading and a member of the global equity management team for QS Investors (a Legg Mason affiliate), a quantitative multi-asset and equity manager (2014-2020).

Kai Yee Wong, Portfolio Manager, joined Voya IM in 2012 and is responsible for the portfolio management of the index, active quantitative, and smart beta strategies. Prior to that, she worked as a senior equity portfolio manager at Northern Trust (2003-2009) where she was responsible for managing various global indices, including developed, emerging, real estate, Topix, and socially responsible benchmarks.

31

MMEME Fund’s Statement of Additional Information provides additional information about the compensation of the portfolio managers, other accounts managed by the portfolio managers, and the securities each portfolio manager owns in the Fund.

The Distributor

VID, a Delaware limited liability company, is the principal underwriter and distributor of each Fund. The Distributor is an indirect subsidiary of Voya Financial, Inc. and is an affiliate of the Investment Adviser. The Distributor’s principal business address is 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. 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.

What are the key differences in the rights of shareholders of the Funds?

IAE Fund and IHD Fund are each organized as a Delaware statutory trust. MM EME Fund is organized as a series of Voya Mutual Funds, a Delaware statutory trust. Each Fund is governed by a Board of Trustees comprised of the same eight members, seven of whom are independent or disinterested persons, which means they are not “interested persons” of each Fund, as defined in Section 2(a)(19) of the 1940 Act. For more information about the Funds, see each Target Fund’s Form N- CSR covering the period ended February 28, 2026 and MM EME Fund’s Statement of Additional Information dated February 28, 2026, as supplemented, which are incorporated by reference into this Proxy Statement/Prospectus.

The key differences are described in the table below:

IAE Fund

IHD Fund

MM EME Fund

Election of Trustees:

Election of Trustees:

Election of Trustees:

When a quorum is present at any

When a quorum is present at any

If a quorum is present at a meeting, an

meeting, a majority of the Shares

meeting, a majority of the Shares

affirmative vote by the holders of

voted shall decide any questions and

voted shall decide any questions and

record of Interests (as defined herein)

a majority of the Shares voted shall

a majority of the Shares voted shall

in the trust (“Holders”) present, in

elect a Trustee, except when a larger

elect a Trustee, except when a larger

person or by proxy, holding more than

vote is required by any provisions of

vote is required by any provisions of

50% of the Interests (or class or series

the Declaration of Trust or by

the Declaration of Trust or by

thereof) of the Holders present, either

applicable law.

applicable law.

in person or by proxy, at such meeting

 

 

constitutes the action of the Holders,

 

 

unless the 1940 Act, other applicable

 

 

law, the Declaration of Trust or the By-

 

 

Laws of the Trust requires a greater

 

 

number of affirmative votes.

Removal of Trustees:

Removal of Trustees:

Removal of Trustees:

Any of the Trustees may be removed

Any of the Trustees may be removed

Any of the Trustees may be removed

(provided the aggregate number of

(provided the aggregate number of

with or without cause by the

Trustees after such removal shall not

Trustees after such removal shall not

affirmative vote of the Holders of two-

be less than three) for cause only,

be less than three) for cause only,

thirds (2/3) of the units of interest into

and not without cause, and only by

and not without cause, and only by

which the beneficial interest in the

action taken by a majority of the

action taken by a majority of the

Trust and each series of the Trust

remaining Trustees followed by the

remaining Trustees followed by the

shall be divided from time to time

vote of the holders of at least

vote of the holders of at least

(“Interests”) or (provided the

seventy-five percent (75%) of the

seventy-five percent (75%) of the

aggregate number of Trustees, after

Shares then entitled to vote in an

Shares then entitled to vote in an

such removal and after giving effect

election of such Trustee.

election of such Trustee.

to any appointment made to fill the

 

 

vacancy created after such removal,

 

 

shall not be less than one) with

 

 

cause, by the action of two-thirds

 

 

(2/3) of the remaining Trustees.

 

 

Removal with cause shall include,

 

 

but not be limited to, the removal of a

 

 

Trustee due to a physical or mental

 

 

incapacity.

 

 

 

Meetings of Shareholders:

Meetings of Shareholders:

Meetings of Shareholders:

Meetings of the Shareholders may be

Meetings of the Shareholders may be

Meetings of the Holders may be

called by the Trustees or by the

called by the Trustees or by the

called at any time by a majority of the

holders of a majority of each Class

holders of a majority of each Class

Trustees and shall be called by any

and Series of shares outstanding and

and Series of shares outstanding and

Trustee upon written request of

entitled to vote, for the purpose of

entitled to vote, for the purpose of

Holders holding, in the aggregate,

electing Trustees. as provided in the

electing Trustees, as provided in the

not less than 10% of the Interests,

Declaration of Trust. Meetings of the

Declaration of Trust. Meetings of the

such request specifying the purpose

Shareholders may be called by the

Shareholders may be called by the

or purposes for which such meeting

Trustees for any other purpose as

Trustees for any other purpose as

is to be called.

may be prescribed by law, by the

may be prescribed by law, by the

 

Declaration of Trust or by the Bylaws,

Declaration of Trust or by the Bylaws,

 

 

32

 

 

 

IAE Fund

 

 

 

 

IHD Fund

 

 

MM EME Fund

 

 

 

or for the purpose of taking action

 

or for the purpose of taking action

 

 

 

 

 

 

 

 

upon any other matter deemed by the

 

upon any other matter deemed by the

 

 

 

 

 

 

 

 

Trustees to be necessary or

 

Trustees to be necessary or

 

 

 

 

 

 

 

 

desirable.

 

 

 

 

 

 

desirable.

 

 

 

 

 

 

 

 

 

 

 

Liquidation:

 

 

 

 

 

 

Liquidation:

 

 

 

 

Liquidation:

 

 

 

 

 

The Fund, and any Class or Series,

 

The Fund, and any Class or Series,

 

The Trust may be terminated: (i) by

 

may be terminated or liquidated by the

 

may be terminated or liquidated by the

 

the affirmative vote of the Holders of

 

Trustees without any action by the

 

Trustees without any action by the

 

not less than two-thirds (2/3) of the

 

Shareholders upon written notice to

 

Shareholders upon written notice to

 

Interests in the Trust at any meeting of

 

the affected Shareholders.

 

the affected Shareholders.

 

the Holders; (ii) by an instrument in

 

 

 

 

 

 

 

 

 

 

 

 

 

writing, without a meeting, signed by a

 

 

 

 

 

 

 

 

 

 

 

 

 

majority of the Trustees and

 

 

 

 

 

 

 

 

 

 

 

 

 

consented to by the Holders of not

 

 

 

 

 

 

 

 

 

 

 

 

 

less than two-thirds (2/3) of such

 

 

 

 

 

 

 

 

 

 

 

 

 

Interests; or (iii) by the Trustees by

 

 

 

 

 

 

 

 

 

 

 

 

 

written notice to the Holders.

 

 

 

Merger:

 

 

 

 

 

 

Merger:

 

 

 

 

Merger:

 

 

 

 

 

 

The Trustees may cause (i) the Fund

 

The Trustees may cause (i) the Fund

 

The Trust, or any series thereof, may

 

or one or more of its Classes or

 

or one or more of its Classes or

 

merge or consolidate with any other

 

Series to be merged into or

 

Series to be merged into or

 

corporation,

association, trust or

 

consolidated

with

another business

 

consolidated

with

another business

 

other organization or may sell, lease

 

trust or any other business entity (or

 

trust or any other business entity (or

 

or exchange all or substantially all of

 

class or series thereof), (ii) the

 

class or series thereof), (ii) the

 

its property, including its goodwill,

 

Shares of the Fund or any Class or

 

Shares of the Fund or any Class or

 

upon such terms and conditions and

 

Series to be converted into beneficial

 

Series to be converted into beneficial

 

for such consideration when and as

 

interests in another business trust (or

 

interests in another business trust (or

 

authorized by no less than a majority

 

class or series thereof) created

 

class or series thereof) created

 

of the Trustees and by a vote, at a

 

pursuant to the Declaration of Trust,

 

pursuant to the Declaration of Trust,

 

meeting of the Holders of Interests, of

 

(iii) the Shares to be exchanged

 

(iii) the Shares to be exchanged

 

the lesser of (i) 67% or more of the

 

under or pursuant to any state or

 

under or pursuant to any state or

 

Interests present or represented at

 

federal statute, or (iv) the sale, lease,

 

federal statute, or (iv) the sale, lease,

 

such meeting, provided the Holders

 

exchange, transfer, pledge or other

 

exchange, transfer, pledge or other

 

of more than 50% of the Interests are

 

disposition of all or any of the assets

 

disposition of all or any of the assets

 

present or represented by proxy or

 

of the Fund or any Class or Series in

 

of the Fund or any Class or Series in

 

(ii) more than 50% of the Interests of

 

their sole discretion and without

 

their sole discretion and without

 

the Trust or such series, as the case

 

Shareholder

approval

except as

 

Shareholder

approval except as

 

may be, or by an instrument or

 

required by the Declaration of Trust.

 

required by the Declaration of Trust.

 

instruments in writing without a

 

 

 

 

 

 

 

 

 

 

 

 

 

meeting, consented to by the Holders

 

 

 

 

 

 

 

 

 

 

 

 

 

of not less than 50% of the total

 

 

 

 

 

 

 

 

 

 

 

 

 

Interests of the Trust or such series,

 

 

 

 

 

 

 

 

 

 

 

 

 

as the case may be, and any such

 

 

 

 

 

 

 

 

 

 

 

 

 

merger, consolidation, sale, lease or

 

 

 

 

 

 

 

 

 

 

 

 

 

exchange shall be deemed for all

 

 

 

 

 

 

 

 

 

 

 

 

 

purposes

to

have

been

 

 

 

 

 

 

 

 

 

 

 

 

 

accomplished under and pursuant to

 

 

 

 

 

 

 

 

 

 

 

 

 

the statutes of the State of Delaware.

 

Amendment

 

of

Organizational

 

Amendment

of

Organizational

 

Amendment

of

Organizational

 

Documents:

 

 

 

 

 

 

Documents:

 

 

 

 

Documents:

 

 

 

 

 

The Declaration of Trust may be

 

The Declaration of Trust may be

 

All rights granted to the Holders

 

restated and/or amended at any time

 

restated and/or amended at any time

 

under the Declaration of Trust are

 

by an instrument in writing signed by

 

by an instrument in writing signed by

 

granted subject to the reservation of

 

a majority of the Trustees and, if

 

a majority of the Trustees and, if

 

the right of the Trustees to amend the

 

required by the Declaration of Trust

 

required by the Declaration of Trust

 

Declaration of Trust as provided

 

or deemed appropriate by the

 

or deemed appropriate by the

 

therein, except as set forth herein to

 

Trustees, by approval of such

 

Trustees, by approval of such

 

the contrary. Subject to the foregoing,

 

amendment

by

Shareholders. Any

 

amendment

by Shareholders. Any

 

the provisions of the Declaration of

 

such restatement and/or amendment

 

such restatement and/or amendment

 

Trust (whether or not related to the

 

hereto shall be effective immediately

 

hereto shall be effective immediately

 

rights of Holders) may be amended

 

upon execution and approval. The

 

upon execution and approval. The

 

at any time, so long as such

 

Certificate of Trust of the Fund may

 

Certificate of Trust of the Fund may

 

amendment is not in contravention of

 

be restated and/or amended by a

 

be restated and/or amended by a

 

applicable law, including the 1940

 

similar procedure, and any such

 

similar procedure, and any such

 

Act, by an instrument in writing

 

restatement and/or amendment shall

 

restatement and/or amendment shall

 

signed by a majority of the then

 

be effective immediately upon filing

 

be effective immediately upon filing

 

Trustees (or by an officer of the Trust

 

with the Office of the Secretary of

 

with the Office of the Secretary of

 

pursuant to the vote of a majority of

 

State of the State of Delaware or

 

State of the State of Delaware or

 

such

Trustees).

Any

such

 

upon such future date as may be

 

upon such future date as may be

 

amendment shall be effective as

 

stated therein.

The Trustees have

 

stated therein. The Trustees have the

 

provided in the instrument containing

 

the power to amend

the By-Laws.

 

power to amend the By-Laws.

 

the terms of such amendment or, if

 

 

 

 

 

 

 

 

 

 

 

 

 

there is

no

provision therein

with

 

 

 

 

 

 

 

 

 

33

 

 

 

 

 

 

 

 

IAE Fund

IHD Fund

MM EME Fund

 

 

respect to effectiveness, upon the

 

 

execution of such instrument and of

 

 

a certificate (which may be part of

 

 

such instrument) executed by a

 

 

Trustee or officer of the Trust to the

 

 

effect that such amendment has

 

 

been duly adopted. The Trustees

 

 

have the power to amend the By-

 

 

Laws.

What are the differences between open-end funds and closed-end funds?

As a result of the Reorganizations, shareholders of the Target Funds, each a closed-end investment company, would become shareholders of Class W shares of the Surviving Fund, an open-end investment company, specifically a mutual fund.

The Reorganizations would provide similar benefits as the conversion of each of the Target Funds into an open-end structure: namely, any trading discount would be eliminated and Target Fund shareholders who become shareholders of the Surviving Fund would be permitted to redeem, purchase or exchange shares of the Surviving Fund received in the Reorganizations at the then-current net asset value. Common shares of the Target Funds are currently listed for trading on the NYSE, where such shares may be purchased and sold through broker-dealers at prevailing market prices, which may be greater than (premium) or less than (discount) net asset value.

If the Reorganizations are completed, Target Fund shareholders who become holders of Class W shares of the Surviving Fund who wish to realize the net asset value of their shares will be able to do so by redeeming their Surviving Fund shares at net asset value. Shares of open-end funds are not listed for trading on a securities exchange but rather can be purchased and sold (redeemed) directly from the fund, or through financial intermediaries, at net asset value, less any applicable charges.

The Reorganizations also present certain disadvantages. Closed-end funds typically do not engage in a continuous offering of new shares, and the common shares of closed-end funds are not redeemable. As a result, closed-end funds operate with a relatively fixed capitalization and may keep their assets more fully invested and make investment decisions without having to adjust for cash inflows and outflows from continuing sales and redemptions of shares. In contrast, open- end funds, such as the Surviving Fund, engage in a continuous offering of new shares, which allows them to continuously raise new assets. However, in order to satisfy redemption requests, open-end funds generally are required to hold a higher cash position than closed-end funds and may be forced to sell portfolio securities at disadvantageous times or prices.

If the Reorganizations are completed, Target Fund shareholders will no longer be able to take advantage of a closed- end fund’s ability to use a higher percentage of leverage to increase earnings. Unlike a closed-end fund, the Surviving Fund is not permitted to invest without limit in illiquid investments, as open-end funds are subject to daily redemptions and regulatory limitations on illiquid investments, as further discussed below.

Below are more detailed descriptions of the legal and practical differences between closed-end funds and open-end funds.

Redemption Right

Unlike the shares of closed-end funds, shares of open-end funds are redeemable securities. Shareholders of open-end funds, like the Surviving Fund, have the right to surrender their shares to the fund and receive an amount equal to the then- current net asset value of the share, less any applicable charges.

Purchase and Sale (Redemption) of Shares

Investors pay brokerage commissions in connection with the purchase and sale of common shares of closed-end funds, such as the Target Funds, on a securities exchange. Investors wishing to acquire shares of an open-end fund, such as the Surviving Fund, are typically able to purchase shares either through a financial adviser or other financial intermediary or directly from the fund.

If the Reorganizations are completed, shareholders wishing to realize the value of their Surviving Fund shares received in the relevant Reorganization may do so by redeeming those shares at net asset value. Class W shares or any other class of shares of the Surviving Fund purchased after the Reorganizations will be subject to the standard shareholder fee structure applicable to such class of shares. Open-end fund shareholder fees may include distribution and service (12b-1) fees, front- end sales charges payable upon purchase into a fund, or deferred sales charges payable upon redeeming from a fund under certain circumstances. Details of the shareholder fees and expenses applicable to a specific class of shares would be included in the fund’s prospectus. The fees and expenses for Class W shares of MM EME Fund are included above. Under normal circumstances, the Surviving Fund expects to meet redemption requests by using cash or cash equivalents in its portfolio or by selling portfolio assets to generate cash. During periods of stressed market conditions, when a significant portion of the Surviving Fund’s portfolio may be comprised of less-liquid investments, the Surviving Fund may be more likely to limit cash redemptions and may determine to pay redemption proceeds by (i) accessing other available liquidity facilities, and/or (ii) transferring portfolio securities in-kind to you. If the Surviving Fund pays redemption proceeds by transferring portfolio securities in-kind to you, you may pay transaction costs to dispose of the securities, and you may receive less for them than the price at which they were valued for purposes of redemption.

34

Determination of Net Asset Value

SEC regulations generally require open-end funds to value their assets at least once on each business day in order to determine the current net asset value at which shares may be redeemed by shareholders or purchased by investors. The net asset value of most open-end funds is published daily by leading financial publications. Similarly, although not required to do so, closed-end funds generally value their assets at least once on each business day in order to determine net asset value.

Each Fund calculates the net asset value of each class of its shares each day the NYSE is open, generally as of the close of the regular trading session, as determined by the Consolidated Tape Association (the “CTA”), the central distributor of transaction prices for exchange-traded securities (normally 4:00 p.m. Eastern Time unless otherwise designated by the CTA). With respect to the Surviving Fund, the net asset value used in determining your share price is the next one calculated after your purchase or redemption order is received. The Funds’ valuation procedures are identical.

Fees and Expenses

Unlike the common shares of closed-end funds, certain open-end fund share classes may be subject to a front-end or contingent deferred sales charge, but any such fees will be waived for the one-time transfer of assets. In addition, an open- end fund is permitted to finance the distribution of its shares by adopting a plan under Rule 12b-1 under the 1940 Act, subject to shareholder approval. The Surviving Fund has not adopted a distribution and service plan under Rule 12b-1 for its Class W shares.

Portfolio Management

Most open-end funds maintain adequate reserves of cash or cash equivalents to meet net redemptions as they arise. Unlike open-end funds, closed-end funds are not subject to pressures to sell portfolio securities at disadvantageous times in order to meet shareholder redemption requests. Because closed-end funds do not have to meet redemption requests, their cash reserves can be substantial or minimal, depending primarily on management’s perception of market conditions and on decisions to use fund assets for other purposes, such as to repurchase shares as part of a repurchase program. The larger reserves of cash or cash equivalents required to operate prudently as an open-end fund when net redemptions are anticipated could reduce the Surviving Fund’s investment flexibility and the scope of its investment opportunities.

Illiquid Investments

Open-end funds, such as the Surviving Fund, are subject to Rule 22e-4 under the 1940 Act, which prohibits them from investing more than 15% of their net assets in illiquid investments (the “Illiquid Investment Limit”). Closed-end funds are not subject to Rule 22e-4, and the Target Funds may invest in illiquid investments without limit. The Target Funds currently do not hold any illiquid investments. As a result, following the Reorganizations, the Surviving Fund’s illiquid investments will not exceed the 15% Illiquid Investment Limit and is expected to be de minimis in size.

Dividend Reinvestment

While both closed-end funds and open-end funds may adopt dividend reinvestment plans, the operation of such plans may differ. Pursuant to each Target Fund’s Dividend Reinvestment Plan (the “Reinvestment Plan”), unless the registered owner of common shares elects to receive cash by contacting Computershare Shareowner Services LLC (the “Plan Agent”), all dividends declared on common shares of the relevant Target Fund will be automatically reinvested by the Plan Agent for shareholders in additional common shares of the relevant Target Fund through the Reinvestment Plan. Shareholders who elect not to participate in the Reinvestment Plan will receive all dividends and other distributions in cash paid by check mailed directly to the shareholder of record (or, if the common shares are held in street or other nominee name, then to such nominee) by the Plan Agent. Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Agent prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. For additional information about the Reinvestment Plan, please see the section entitled “Dividends and Other Distributions – Dividend Reinvestment Plans” below.

Additional Information about the Funds

Share Price Information for IAE Fund and IHD Fund

The following table sets forth the high and low daily closing prices on the NYSE per common share of IAE Fund and IHD Fund for each full quarterly period within each Target Fund’s two most recent fiscal years and each full quarter since the beginning of each Target Fund’s current fiscal year, along with the net asset value and discount or premium to net asset value for each quotation. Market price quotations reflect interdealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

35

 

IAE Fund

 

 

 

 

 

 

 

 

Quarter Ended

Market Price

Net Asset Value

Premium (Discount) to Net Asset Value

 

 

High ($)

 

Low ($)

High ($)

Low ($)

High (%)

Low (%)

 

3/31/2024

6.33

5.62

7.28

6.6

-12.205

-16.029

6/30/2024

6.4

5.9044

7.38

6.87

-12.394

-15.433

 

9/30/2024

6.85

6

7.68

6.85

-9.65

-13.525

12/31/2024

6.8599

6.05

7.72

6.97

-10.644

-14.583

 

3/31/2025

6.37

5.96

7.21

6.81

-10.172

-13.773

6/30/2025

7.0412

5.4

7.58

6.17

-6.546

-13.608

 

9/30/2025

7.5

6.89

7.92

7.38

-3.732

-8.399

12/31/2025

7.88

7.08

8.17

7.72

-3.431

-8.663

 

3/31/2026

8.25

7.08

8.85

7.73

-2.509

-10.545

6/30/2026

9.27

7.27

9.56

7.93

1.57

-8.83

 

IHD Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premium (Discount) to Net Asset

 

Quarter Ended

Market Price

Net Asset Value

 

Value

 

 

High ($)

 

Low ($)

High ($)

Low ($)

High (%)

Low (%)

 

3/31/2024

5.35

 

4.92

6.19

5.65

-12.241

-14.959

6/30/2024

5.42

5.05

6.27

5.85

-12.171

-15.285

 

9/30/2024

5.74

 

5.07

6.42

5.77

-9.612

-13.81

12/31/2024

5.7

5.01

6.44

5.78

-10.873

-14.165

 

3/31/2025

5.5

 

4.96

6.08

5.64

-8.562

-12.998

6/30/2025

5.95

4.62

6.38

5.23

-6.437

-13.483

 

9/30/2025

6.2699

 

5.79

6.71

6.22

-6.559

-9.268

12/31/2025

6.46

6.01

6.97

6.56

-5.178

-8.886

 

3/31/2026

7.18

 

6.33

7.7

6.67

-2.632

-8.989

6/30/2026

8.02

6.63

8.28

6.87

-2.487

-7.134

The most recent information available as of the printing of this Proxy Statement/Prospectus is:

IAE Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premium (Discount) to Net

 

Date

Market Price

Net Asset Value

Asset Value

 

 

 

 

High

Low

High

Low

High

Low

 

8/1/2026

 

$[ ]

 

$[ ]

$[ ]

$[ ]

[ ]%

[ ]%

 

 

 

 

 

 

 

 

IHD Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premium (Discount) to Net

 

Date

Market Price

Net Asset Value

Asset Value

 

 

 

 

High

Low

High

Low

High

Low

 

8/1/2026

 

$[ ]

 

$[ ]

$[ ]

$[ ]

[ ]%

[ ]%

 

 

 

 

 

 

 

 

 

If the Agreements are approved by Target Fund shareholders, the discount may be reduced before the date of the Reorganization to the extent purchasers of shares in the open market are willing to accept less of a discount in anticipation of the completion of the Reorganizations. However, the existence of such a trading discount creates an arbitrage trade for opportunistic investors, and there is a possibility that Target Fund shareholders may redeem post- Reorganization to take advantage of this arbitrage opportunity.

Dividends and Other Distributions

IAE Fund and IHD Fund. The Target Funds make monthly distributions from their cash available for distribution, which consists of the Fund’s dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized gains on investments. Such monthly dividends may also consist of return of capital. At least annually, the Target Funds intend to distribute all or substantially all of their net realized capital gains. Distributions are recorded on the ex-dividend date. Distributions are determined annually in accordance with federal tax regulations, which may differ from U.S. generally accepted accounting principles (“GAAP”) for investment companies.

36

The tax treatment and characterization of a Target Fund’s distributions may vary significantly from time to time depending on whether the Target Fund has gains or losses on the call options written in its portfolio versus gains or losses on the equity securities in the portfolio. Each month, a Target Fund will provide disclosures with distribution payments made that estimate the percentages of that distribution that represent net investment income, other income or capital gains, and return of capital, if any. The final composition of the tax characteristics of the distributions cannot be determined with certainty until after the end of a Target Fund’s tax year, and will be reported to shareholders at that time. A significant portion of a Target Fund’s distributions may constitute a return of capital. The amount of monthly distributions will vary, depending on a number of factors. As portfolio and market conditions change, the rate of dividends on the common shares will change. There can be no assurance that a Target Fund will be able to declare a dividend in each period.

Dividend Reinvestment Plans

Unless the registered owner of shares of a Target Fund elects to receive cash by contacting Computershare Shareowner Services LLC (the “Plan Agent”), all dividends declared on shares of a Target Fund will be automatically reinvested by the Plan Agent for shareholders in additional shares of the Target Fund through each Target Fund’s Dividend Reinvestment Plan (the “Plan”). Shareholders who elect not to participate in the Plan will receive all dividends and other distributions in cash paid by check mailed directly to the shareholder of record (or, if the shares are held in street or other nominee name, then to such nominee) by the Plan Agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Agent prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on a shareholder’s behalf and may re-invest that cash in additional shares of a Target Fund for that shareholder. If a Target Fund shareholder wishes for all dividends declared on shares of the relevant Target Fund to be automatically reinvested pursuant to the Plan, shareholders should contact their broker.

The Plan Agent opens an account for each Target Fund shareholder under a Plan in the same name in which such shareholder’s shares are registered. Whenever a Target Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in Target Fund shares. The Target Fund shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized shares from a Target Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Target Fund shares on the open market (“Open-Market Purchases”) on the NYSE or elsewhere. Open-market purchases and sales are usually made through a broker affiliated with the Plan Agent.

If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Target Fund share is equal to or greater than the NAV per share, the Plan Agent will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per Target Fund share on the payment date; provided that, if the NAV is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per share on the payment date. If, on the payment date for any Dividend, the NAV per share is greater than the closing market value plus estimated brokerage commissions, the Plan Agent will invest the Dividend amount in Target Fund shares acquired on behalf of the participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Agent will have until the last business day before the next date on which the shares trade on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Target Fund shares acquired in Open-Market Purchases.

Each Target Fund pays monthly Dividends. Therefore, the period during which Open-Market Purchases can be made will exist only from the payment date of each Dividend through the date before the next “ex-dividend” date, which typically will be approximately ten days.

If, before the Plan Agent has completed its Open-Market Purchases, the market price per common share exceeds the NAV per share, the average per Common Share purchase price paid by the Plan Agent may exceed the NAV of the Common Shares, resulting in the acquisition of fewer Target Fund shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Agent is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making Open-Market Purchases and will invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at the NAV per common share at the close of business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% of the then current market price per Target Fund share, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.

The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Target Fund Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.

37

There will be no brokerage charges with respect to Target Fund Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a partial or full sale of shares through the Plan Agent are subject to a $15.00 sales fee and a $0.10 per share brokerage commission on purchases or sales, and may be subject to certain other service charges.

Each Target Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, each Target Fund reserves the right to amend the Plan to include a service charge payable by the participants.

All questions concerning the Plan or a request to terminate participation should be directed to the Target Funds’ Shareholder Service Department at (800) 992-0180.

MMEME Fund. MM EME Fund generally distributes most or all of its net earnings in the form of dividends, consisting of ordinary income and capital gains distributions, if any. MM EME Fund distributes capital gains, if any, annually. MM EME Fund also declares dividends and pays dividends consisting of ordinary income, if any, annually.

From time to time a portion of MM EME Fund’s distributions may constitute a return of capital. To comply with U.S. federal tax laws, MM EME Fund may also pay additional distributions of capital gains and/or ordinary income.

Application of Control Share Provisions of the Delaware Statutory Trust Act

Under Delaware law, which became automatically applicable to listed closed-end funds such as the Fund upon its effective date of August 1, 2022 (the “DSTA Control Share Statute”), if a shareholder acquires direct or indirect ownership or power to direct the voting of shares of the Fund in an aggregate amount that equals or exceeds certain percentage thresholds specified under the DSTA Control Share Statute (beginning at 10% or more of the Fund’s shares) (“control share acquisitions”), the shareholder’s ability to vote certain of these shares will be limited by operation of state law unless action is taken by the Board of Trustees or by a vote of shareholders of the Fund to exempt such shares from the provisions of the statute. The DSTA Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition. The Fund may have no or only a limited ability to identify when a control share acquisition has occurred absent notice from a shareholder of a control share acquisition. Shareholders should consult their own counsel with respect to the application of the DSTA Control Share Statute to any particular circumstance.

Purchase and Sale of Fund Shares

The common shares of the Target Funds, each a closed-end fund, are listed for trading on the NYSE, where such shares may be purchased and sold through broker-dealers at prevailing market prices, which may be greater than (premium) or less than (discount) net asset value.

Shares of MM EME Fund may be purchased or sold on any business day (normally any day when the New York Stock Exchange opens for regular trading). You can buy or sell shares of each Fund through a broker-dealer or other financial intermediary; by visiting our website at www.voyainvestments.com; by writing to us at Voya Investment Management, P.O. Box 534480, Pittsburg, Pennsylvania 15253-4480; or by calling us at 1-800-992-0180.

Tax Information

Each Fund’s distributions are generally taxable to you as ordinary income, capital gains, or a combination of the two, unless you are investing through a tax-advantaged arrangement, such as a 401(k) plan or an IRA. If you are investing through a tax-advantaged arrangement, you may be taxed upon withdrawals from that arrangement.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its related companies may pay the intermediary for the sale of Fund shares and/or related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Capitalization

The following table shows on an unaudited basis the capitalization of each of the Funds as of July 2, 2026, and on a pro forma combined basis as of July 2, 2026, giving effect to the Reorganizations.

 

 

 

 

 

 

 

 

 

 

MM EME

 

Pro Forma

 

MM EME Fund

 

 

 

 

 

IAE Fund(1)

 

IHD Fund(1)

 

Fund(1)

 

Adjustments

 

Pro Forma(1)

 

Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

$

94,812,011

 

 

135,156,902

 

N/A

 

 

(229,968,913)(A)(C)

 

 

-

 

 

Shares

 

 

10,750,335

 

17,735,861

 

N/A

 

(28,486,196)(B)(C)

-

 

 

Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value

 

 

$

8.82

 

 

7.62

 

N/A

 

 

-

 

 

-

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

$

N/A

 

 

N/A

 

25,049,575

 

 

-

 

 

25,049,575

 

 

 

 

 

 

 

 

 

 

38

 

 

 

 

 

 

 

 

 

Shares

 

 

N/A

 

N/A

1,503,101

 

-

 

1,503,101

 

 

Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value

 

 

$

N/A

 

 

N/A

 

16.67

 

 

-

 

 

16.67

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class C

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

$

N/A

 

 

N/A

 

203,071

 

 

-

 

 

203,071

 

 

Shares

 

 

N/A

 

N/A

12,240

 

-

 

12,240

 

 

Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value

 

 

$

N/A

 

 

N/A

 

16.59

 

 

-

 

 

16.59

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

$

N/A

 

 

N/A

 

202,744,978

 

 

-

 

 

202,744,978

 

 

Shares

 

 

N/A

 

N/A

12,092,719

 

-

 

12,092,719

 

 

Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value

 

 

$

N/A

 

 

N/A

 

16.77

 

 

-

 

 

16.77

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class R

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

$

N/A

 

 

N/A

 

230,157

 

 

-

 

 

230,157

 

 

Shares

 

 

N/A

 

N/A

13,784

 

-

 

13,784

 

 

Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value

 

 

$

N/A

 

 

N/A

 

16.70

 

 

-

 

 

16.70

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class W

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

$

N/A

 

 

N/A

 

25,594,335

 

 

229,334,913(C)

 

 

254,929,248

 

 

Shares

 

 

N/A

 

N/A

1,531,855

 

 

13,724,411(B)

15,256,266

 

 

Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value

 

 

$

N/A

 

 

N/A

 

16.71

 

 

-

 

 

16.71

 

 

Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)The total net assets of IAE Fund, IHD Fund, and MM EME Fund as of July 2, 2026, were equal to $94,812,011, $135,156,902, and $253,822,116, respectively. The total combined assets of the Funds as of July 2, 2026 were equal to $483,157,029.

(A)Reflects pro forma adjustments as of July 2, 2026 in the amount of $634,000 for estimated one-time reorganization and consolidation expenses.

(B)Reflects new shares issued, net of retired shares of the Target Funds. (Calculation: Net Assets ÷ NAV per share).

(C)Shareholders of the relevant Target Fund would receive Class W shares of MM EME Fund in the Reorganizations.

Additional Information about the Reorganizations

The Reorganization Agreements

The terms and conditions under which each proposed transaction may be consummated are set forth in the Reorganization Agreements. Significant provisions of the Reorganization Agreements are summarized below. Shareholders are encouraged to review a form of the relevant Reorganization Agreement, which is attached to this Proxy Statement/Prospectus as Appendix A. This summary is qualified in its entirety by reference to the Reorganization Agreements.

Each Reorganization Agreement provides for: (i) the transfer, as of the Closing Date, of all of the assets of the relevant Target Fund in exchange for shares of beneficial interest of MM EME Fund and the assumption by MM EME Fund of all of the relevant Target Fund’s liabilities; and (ii) the distribution of shares of MM EME Fund by the Target Funds to shareholders of the relevant Target Fund, as provided for in the relevant Reorganization Agreement, in complete liquidation of the relevant Target Fund.

Each shareholder of each Target Fund, as applicable, will hold, immediately after the Closing, Class W shares of MM EME Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of the relevant Target Fund held by that shareholder as of the close of business on the Closing Date.

While each Reorganization is not contingent on the approval of the other Reorganization, the obligations of the Funds under the Reorganization Agreements are subject to various conditions, including approval by the shareholders of the relevant Target Fund and that each Fund receives an opinion from tax counsel to the effect that the relevant Reorganization will qualify as a tax-free reorganization for U.S. federal income tax purposes. A copy of such opinions will be filed with the SEC shortly after the Closing. The Reorganization Agreements also require that each of the Funds take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by the Reorganization Agreements. The Reorganization Agreements may be terminated by mutual agreement of the parties or by one party on certain other grounds. Please refer to Appendix A to review the terms and conditions of the relevant Reorganization Agreement.

39

Expenses of the Reorganizations

The expenses of the Reorganization include, but are not limited to, the costs associated with the preparation of necessary filings with the SEC, printing and distribution of the Proxy Statement/Prospectus and proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding the Special Meeting. The costs of the Reorganizations: (i) are estimated to be $634,000, (ii) are anticipated to be borne by the Target Funds with approximately $259,900 allocated to IAE Fund, and approximately $374,100 allocated to IHD Fund, and (iii) do not include portfolio transition costs, which are further described below.

The Investment Adviser will assume all costs related to the Reorganizations if the Reorganizations are not consummated. For additional information about what would occur if shareholders do not approve the Reorganizations, please see the section entitled “What happens if shareholders do not approve the Reorganizations?” below.

Portfolio Transitioning

The transition process will be managed by Voya IM. It is expected that the Target Funds will transition all holdings (100%) to cash and deliver cash - to MM EME Fund. It is expected that this transition will take place during the period between September 28, 2026 and October 9, 2026.

Costs of portfolio transitions are measured using implementation shortfall, which measures the change between the market value of a portfolio at the close of the market the day before any trading related to the portfolio transition occurs and the actual price at which the trades are executed during the portfolio transition. Implementation shortfall includes both explicit and implicit transition costs. The explicit transition costs include brokerage commissions, fees, and taxes. The Investment Adviser estimates based on current holdings and market conditions that there will be approximately $493,500 in explicit portfolio transition costs associated with bringing the Target Funds to cash in advance of the Reorganizations and that such costs would be borne by the Target Funds, with approximately $203,500 attributable to IAE Fund and approximately $290,000 attributable to IHD Fund. Portfolio transition costs include transaction costs arising from the sale of portfolio securities held by the Target Funds prior to the Reorganizations. Further, the Investment Adviser has estimated that there will be $162,400 in explicit portfolio transition costs arising from the purchase of securities by MM EME Fund following the Reorganization, which will be borne by the Investment Adviser, and additional transaction costs may be incurred by MM EME Fund in connection with shareholder redemptions following the Reorganizations. It is expected that a portion of Target Fund shareholders may redeem their investment shortly following a Reorganization. To the extent redemption-related portfolio transaction costs are incurred by the Surviving Fund in connection with such redemptions, they are expected to be reimbursed by the Investment Adviser for a period of six months following the closing of the Reorganizations. Transaction costs may be higher or lower than these estimates based on market conditions at the time of the Reorganizations. All other costs associated with transitioning the Target Funds are considered implicit costs. These include spread costs, market impact costs, and opportunity costs. Quantifying implicit costs is difficult and involves some degree of subjective determinations. These implicit costs will be borne by the Funds in the normal course of the purchase and sale of securities.

If shareholders approve the Reorganizations, from the close of business on September 28, 2026 through the close of business on October 9, 2026, the Target Funds are expected to be in a “transition period.” During the transition period, the Target Funds may not be pursuing their investment objectives and strategies. In addition, after the Closing, MM EME Fund may not be fully invested in accordance with its stated investment strategies immediately. Each Fund may engage in a variety of transition management techniques to facilitate the portfolio transition process, including without limitation, the purchase and sale of baskets of securities and exchange-traded funds, and enter into and close futures contracts or other derivative transactions. Such sales and purchases by the Funds during the transition period may be made at a disadvantageous time and could result in potential losses to the Funds.

Tax Considerations

Each Reorganization is intended to qualify for U.S. federal income tax purposes as a tax-free reorganization under Section 368(a) of the Code. Accordingly, pursuant to this treatment, none of IAE Fund, IHD Fund, MM EME Fund or their respective shareholders, are expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the transactions contemplated by the Reorganization Agreements. As a condition to the closing of each Reorganization, the relevant Funds will receive an opinion from tax counsel to the effect that, on the basis of existing provisions of the Code, U.S. Treasury Regulations promulgated thereunder, current administrative rules, pronouncements and court decisions, and subject to certain qualifications, the Reorganization will qualify as a tax-free reorganization for U.S. federal income tax purposes.

As described in further detail under “Portfolio Transitioning” above, each of IAE Fund and IHD Fund is expected to reduce its portfolio holdings to cash in connection with the applicable Reorganization. Prior to the Closing Date, IAE Fund and IHD Fund will pay to their respective shareholders a distribution consisting of any undistributed investment company taxable income, any net tax-exempt income, and any undistributed realized net capital gains, including any net gains realized from any sales of assets prior to the Closing Date, including as a result of portfolio transitions in connection with the relevant Reorganization. This distribution will be taxable to shareholders that are subject to tax. As a result, shareholders may pay more in taxes or pay taxes sooner than they would have had the applicable Reorganization not occurred.

40

In general, after the Reorganizations, any losses of the Funds may be available to the combined fund to offset any of the combined fund’s capital gains realized after the Reorganizations, although the amount of each Fund’s pre-Reorganization losses that may be used to offset the combined fund’s capital gains in any given year may be limited due to the Reorganizations. In addition, for five tax years, one Fund’s pre-acquisition losses cannot be used to offset unrealized gains in the other Fund that are “built in” at the time of the Reorganizations and that exceed certain threshold amounts. The ability of the combined fund to use any Fund’s pre-Reorganization losses in the future depends on a variety of factors that cannot be known in advance, including the existence of capital gains against which these losses may be offset. In addition, the benefits of any capital loss carryforwards and built-in losses currently are available only to pre-Reorganization shareholders of each Fund. After the Reorganizations, the benefit associated with any available capital losses will inure to the benefit of all post- Reorganization shareholders of the combined fund. Furthermore, the shareholders of the combining fund will receive a proportionate share of any unrealized gains in the other Fund’s assets, as well as any taxable gains realized by MM EME Fund, but not distributed to its shareholders prior to the Reorganizations, when such gains are eventually distributed by the combined fund.

As of May 21, 2026, IAE Fund did not have any capital loss carryforward and IHD Fund had an estimated capital loss carryforward of approximately $21 million; if the Reorganization had taken place as of such date, IHD Fund’s capital loss carryforward would not have been subject to an annual limitation because it was smaller than MM EME Fund on such date. As of May 21, 2026, MM EME Fund had an estimated capital loss carryforward of approximately $11 million; if the Reorganization had taken place as of such date, such capital loss carryforward would not have been subject to an annual limitation. The effect of these rules will depend on the relative sizes and tax situations of each Fund at the time of the Reorganizations, which will differ from those on May 21, 2026, and cannot be determined with precision prior to the Reorganizations.

This description of the U.S. federal income tax consequences of the Reorganizations is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisers as to the specific consequences to them of the Reorganizations in light of their individual circumstances, and as to the applicability and effect of U.S. federal, state and local and non-U.S. laws.

What is the Board’s recommendation?

Based upon its review, the Board, including a majority of the Trustees who are not “interested persons,” as defined by the 1940 Act (the “Independent Trustees”), determined that the Reorganizations would be in the best interests of the Target Funds and their respective shareholders. In addition, the Board determined that the interests of the shareholders of the Target Funds would not be diluted as a result of the Reorganizations.

Accordingly, after consideration of such factors and information it considered relevant, the Board, including a majority of the Independent Trustees, unanimously approved the Reorganization Agreements and voted to recommend to shareholders that they approve the Reorganization Agreements. The Board is therefore recommending that each Target Fund’s shareholders vote “FOR” the relevant Reorganization Agreement.

What factors did the Board consider?

The Board preliminarily discussed the Reorganizations at its in-person meeting held on May 20, 2026. The Board met again at a special meeting on June 2, 2026 to further evaluate and consider the Reorganizations. As part of its review process, the Board was represented by and received guidance from independent legal counsel. In the course of its evaluation, the Board reviewed materials received from the Investment Adviser and other information made available to it about the Funds. The Board was provided with information both in writing and during oral presentations made at that meeting, including, among other matters, current discount levels of each Target Fund, historical performance information, historical expense ratios, and the projected expense ratios of MM EME Fund following the Reorganizations.

Based upon their review, the Board, including a majority of the Independent Trustees, concluded that it was in the best interests of the Funds that the Reorganizations be approved and that the interests of each Fund’s shareholders would not be diluted as a result of the Reorganizations. In reaching their decision to approve the Reorganizations, no single factor was determinative in the Board’s analysis, but rather the Board considered a variety of factors. The Board, in approving the Reorganizations, considered a variety of factors, including without limitation the following:

a presentation from the Investment Adviser regarding each Reorganization, including that the Reorganizations are intended, among other things, to provide (1) the opportunity to realize the difference between market price and net asset value (“NAV”), while maintaining exposure to an emerging markets equity strategy, (2) liquidity under the open- end structure of the Surviving Fund, (3) the potential for improved performance, as MM EME Fund has stronger performance relative to IAE Fund and IHD Fund at market price over a number of prior periods, and (4) lower contractual fees and expenses;

the Investment Adviser’s analysis of the background and rationale for the Reorganizations;

the consideration of alternative courses of action, including liquidation of the Target Funds and management’s determination that the Reorganizations represent the optimal outcome for shareholders;

41

the performance of MM EME Fund, as compared to the performance of the Target Funds in the year-to-date, one- year, three-year, five-year, and ten-year time periods at market price;

the Investment Adviser’s proposed expense limits for MM EME Fund to be implemented in connection with the Reorganization;

the proposed allocation of costs;

the opportunity for shareholders of the Target Funds to maintain exposure to emerging market equity securities;

the larger combined asset size of MM EME Fund, allowing shareholders to experience lower contractual fees and expenses and provide an opportunity for additional future scale benefits;

Management’s belief that the proposed Reorganizations could help avoid engaging in a contested solicitation of proxies with respect to the election of each Fund's Board of Trustees, which could result in significant expense to the Fund, divert the attention of the Fund's management, and introduce uncertainty regarding the Fund's future strategic direction;

the consideration of representations from the Funds’ Chief Investment Risk Officer that there are no investment risk objections to the Reorganizations;

the expected tax consequences of each Reorganization, including that each Reorganization is intended to qualify for U.S. federal income tax purposes as a tax-free reorganization; and

the Board’s determination that the Reorganization will not dilute the interests of the shareholders of the Target Funds.

Different Trustees may have given different weight to different individual factors and related conclusions.

What is the required vote?

Approval of the Reorganization Agreement requires the affirmative vote of the lesser of (i) 67% or more of the voting securities present at the meeting, provided that more than 50% of the outstanding voting securities of the relevant Target Fund are present in person (virtually) or represented by proxy at the Special Meeting, or (ii) more than 50% of the outstanding voting securities of the relevant Target Fund.

What happens if shareholders do not approve the Reorganizations?

If shareholders of the relevant Target Fund do not approve the relevant Reorganization, the Target Funds will continue to be managed by the Investment Adviser, and the Board will determine what additional action, if any, should be taken. The Reorganizations are not contingent upon one another, meaning if one Reorganization is approved by shareholders of one Target Fund, the Reorganization of that Target Fund will proceed independent of the other Target Fund’s Reorganization.

42

General Information about the Proxy Statement/Prospectus

Who is asking for my vote?

The Board is soliciting your vote for a combined special meeting of IAE Fund’s and IHD Fund’s shareholders.

How is my proxy being solicited?

Each of IAE Fund and IHD Fund has retained Computershare Fund Services (the “Solicitor”) to assist in the solicitation of proxies, at an estimated cost of $28,000 which will be paid by the Target Funds. As the date of the Special Meeting approaches, certain shareholders may receive a telephone call from a representative of the Solicitor if their votes have not yet been received. Authorization to permit the Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of the Target Funds. Proxies that are obtained telephonically will be recorded in accordance with certain procedures, as explained further below. The Board believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined and recorded.

In situations where a telephonic proxy is solicited, the Solicitor’s representative is required to ask for each shareholder’s full name, address, title (if the shareholder is authorized to act on behalf of an entity, such as a corporation), and to confirm that the shareholder has received the proxy materials in the mail. The Solicitor’s representative will explain the process, read the proposals on the Proxy Ballot, and ask for the shareholder’s instructions on the proposals. Although the Solicitor’s representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than reading any recommendation set forth in the Proxy Statement. The Solicitor’s representative will record the shareholder’s instructions on the Proxy Card. Within approximately 72 hours of soliciting telephonic voting instructions, the shareholder will be sent a vote confirmation letter to confirm his or her vote and asking the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.

Should you require additional information regarding the Special Meeting, you may contact the Solicitor toll-free at 877- 816-8609. In addition to solicitation by mail, certain officers and representatives of the Target Funds, officers and employees of the Investment Adviser or its affiliates, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit votes by telephone, telegram, facsimile, or other communication.

What happens to my proxy once I submit it?

The Board has named Joanne F. Osberg, Secretary, and Todd Modic, Assistant Secretary, or one or more substitutes designated by them, as proxies who are authorized to vote Fund shares as directed by shareholders.

Can I revoke my proxy after I submit it?

A shareholder may revoke the accompanying proxy at any time prior to its use by filing with the relevant Target Fund a written revocation or a duly executed proxy bearing a later date. In addition, any shareholder who attends the Special Meeting in person (virtually) may vote by ballot at the Special Meeting, thereby canceling any proxy or voting instruction previously given.

How will my shares be voted?

If you follow the voting instructions, your proxies will vote your shares as you have directed. If you submit your Proxy Card but do not vote on the proposals, your proxies will vote on the proposals as recommended by the Board, and if any other matter is properly presented at the Special Meeting, your proxies will vote in their discretion in accordance with their best judgment, including on any proposal to adjourn the meeting. At the time this Proxy Statement/Prospectus was printed, the Board knew of no matter that needed to be acted upon at the Special Meeting other than the proposals discussed in this Proxy Statement/Prospectus.

Quorum and Tabulation

Each shareholder of each of IAE Fund and IHD Fund is entitled to one vote for each share held as to any matter on which such shareholder is entitled to vote and for each fractional share that is owned, the shareholder shall be entitled to a proportionate fractional vote. The presence in person (virtually) or by proxy of shareholders entitled to cast one-third (1/3) of all the votes entitled to be cast at the meeting constitutes a quorum.

Adjournments

If a quorum is not present at the Special Meeting, if there are insufficient votes to approve any proposal, or for any other reason deemed appropriate by your proxies, your proxies or the chair of the Special Meeting may propose one or more adjournments of the Special Meeting to permit additional time for the solicitation of proxies, in accordance with the organizational documents of the Target Funds and applicable law. Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournments in their discretion.

43

Broker Non-Votes and Abstentions

If a shareholder abstains from voting as to any matter, then the shares represented by such abstention will be treated as shares that are present at the Special Meeting for purposes of determining the existence of a quorum. Abstentions, if any, will have the effect of a vote against the relevant Reorganization proposal. Because the Reorganization proposals are non-routine, there are not expected to be any broker non-votes at the Special Meeting.

How many shares are outstanding?

As of the Record Date, the following shares of IAE Fund and IHD Fund were outstanding and entitled to vote:

Fund

Title of Class

Total Common Shares Outstanding

IAE Fund

Common Shares

[ ]

IHD Fund

Common Shares

[ ]

Shares have no preemptive or subscription rights. To the knowledge of the Investment Adviser, as of the Record Date, [no current Trustee owns 1% or more of the outstanding shares of IAE Fund or IHD Fund, and the officers and Trustees own, as a group, less than 1% of the shares of each of IAE Fund or IHD Fund].

Appendix C hereto lists the persons that, as of the Record Date, owned beneficially or of record 5% or more of the Funds’ outstanding equity securities.

Can shareholders submit proposals for a future shareholder meeting?

IAE Fund and IHD Fund

In order for a shareholder proposal to be considered for inclusion in a Target Fund's proxy statement for the next annual meeting, it must be submitted in writing and received at such Fund’s principal executive offices no later than February 5, 2027. The submission of a proposal does not guarantee its inclusion in the proxy statement or presentation at the meeting. With respect to IHD Fund, the shareholder must have given timely notice thereof in writing to the Secretary of IHD Fund between May 6, 2027 and June 7, 2027.

In addition, pursuant to relevant SEC proxy rules, the proxies designated on the proxy ballot for the annual meeting may use discretionary voting authority to vote on matters coming before the annual meeting of shareholders if the relevant Target Fund did not have notice of the matter at least 45 days before the date corresponding to the date on which the Target Fund first mailed its proxy materials for the prior year’s annual meeting of shareholders or the date specified by an overriding advance notice provision in the company’s bylaws. For each of the Target Fund’s 2027 Annual Meeting of shareholders, such date is April 21, 2027.

MM EME Fund

MMEME Fund is not required to hold annual meetings and currently does not intend to hold such meetings unless shareholder action is required by law. 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 included 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 Proxy Statement/Prospectus?

Only one copy of this Proxy Statement/Prospectus may be mailed to each household, even if more than one person in the household is a shareholder of record, unless a Target Fund has received contrary instructions from one or more of the household’s shareholders. If you need an additional copy of this Proxy Statement/Prospectus, please contact Shareholder Services at 1-800-992-0180. If in the future, you do not wish to combine or wish to recombine the mailing of a proxy statement with household members, please inform the relevant Target Fund in writing at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034 or via telephone at 1-800-992-0180.

44

In order that the presence of a quorum at the Special Meeting may be assured, prompt execution and return of the enclosed Proxy Card is requested. A self-addressed postage paid envelope is enclosed for your convenience. You also may vote via telephone or via the Internet. Please follow the voting instructions as outlined on your Proxy Card.

Joanne F. Osberg

Secretary

August 19, 2026

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, AZ 85258-2034

45

APPENDIX A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION FOR VOYA ASIA PACIFIC HIGH DIVIDEND

EQUITY INCOME FUND AND VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION (the “Agreement”) is made as of this [ ] day of [ ], 2026, by and between Voya Mutual Funds (“VMF”), a Delaware statutory trust with its principal place of business at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258, on behalf of its series, Voya Multi-Manager Emerging Markets Equity Fund (the “Surviving Fund”), and [Voya Asia Pacific High Dividend Equity Income Fund (“IAE” or the “Disappearing Fund”)]/[Voya Emerging Markets High Dividend Equity Fund (“IHD” or the “Disappearing Fund”)], a Delaware statutory trust with its principal place of business at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258.

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The reorganization (the “Reorganization”) will consist of (1) the transfer of all of the assets of the Disappearing Fund to the Surviving Fund in exchange solely for Class W shares of beneficial interest of the Surviving Fund (the “Class W Surviving Fund Shares”) and the assumption by the Surviving Fund of the liabilities of the Disappearing Fund described in paragraph 1.3, (2) the distribution of the Class W Surviving Fund Shares to the shareholders of the Disappearing Fund in complete liquidation of the Disappearing Fund as provided herein, and (3) the Disappearing Fund’s termination, all upon the terms and conditions hereinafter set forth in this Agreement.

WHEREAS, the Disappearing Fund is a closed-end, registered investment company of the management type and the Surviving Fund is a separate series of an open-end, registered investment company of the management type and the Disappearing Fund owns securities which generally are assets of the character in which the Surviving Fund is permitted to invest; and

WHEREAS, the Board of Trustees of the Surviving Fund has determined that the exchange of all of the assets of the Disappearing Fund for Class W Surviving Fund Shares and the assumption of the liabilities of the Disappearing Fund, as described in paragraphs 1.2 and 1.3 herein, by the Surviving Fund are in the best interests of the Surviving Fund and its shareholders and that the interests of the existing shareholders of the Surviving Fund would not be diluted as a result of this transaction; and

WHEREAS, the Board of Trustees of the Disappearing Fund has determined that the exchange of all of the assets of the Disappearing Fund for Class W Surviving Fund Shares and the assumption of the liabilities of the Disappearing Fund by the Surviving Fund, as described in paragraphs 1.2 and 1.3 herein, is in the best interests of the Disappearing Fund and its shareholders and that the interests of the existing shareholders of the Disappearing Fund would not be diluted as a result of this transaction.

WHEREAS, the Disappearing Fund offers one class of shares, designated common shares (“Disappearing Fund Shares”), the Surviving Fund offers five classes of shares, designated Class A, Class C, Class I, Class R and Class W shares, and only Class W Surviving Fund Shares will be used in the Reorganization.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.TRANSFER OF ASSETS OF THE DISAPPEARING FUND TO THE SURVIVING FUND IN EXCHANGE FOR THE CLASS W SURVIVING FUND SHARES, THE ASSUMPTION OF ALL DISAPPEARING FUND LIABILITIES AND THE LIQUIDATION AND TERMINATION OF THE DISAPPEARING FUND

1.1.Subject to the requisite approval of the Disappearing Fund shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Fund agrees to transfer all of the Disappearing Fund’s Assets, as set forth and defined in paragraph 1.2, to the Surviving Fund, and the Surviving Fund agrees in exchange therefor: (i) to deliver to the Disappearing Fund the number of full and fractional Class W Surviving Fund Shares determined by dividing the value of the Disappearing Fund’s net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class W Surviving Fund Share, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume the liabilities of the Disappearing Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “Closing”).

1.2.The assets of the Disappearing Fund to be acquired by the Surviving Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Disappearing Fund and any deferred or prepaid expenses shown as an asset on the books of the Disappearing Fund on the closing date provided for in paragraph 3.1 (the “Closing Date”) (collectively, “Assets”).

1.3.The Disappearing Fund will endeavor to discharge all of its liabilities and obligations prior to the Closing Date. The Surviving Fund shall assume all of the liabilities of the Disappearing Fund, whether absolute, accrued or contingent, or otherwise, whether known or unknown, whether or not arising in the ordinary course of business, and whether or not specifically referred to herein, of whatever kind or nature existing at the Valuation Date, as defined in paragraph 2.1. On or as soon as practicable prior to the Closing Date, the Disappearing Fund will declare and pay to its shareholders of record one

A-1

or more dividends and/or other distributions so that it will have distributed (i) substantially all of its investment company taxable income (computed without regard to any deduction for dividends paid), net tax-exempt income, if any, and realized net capital gain, if any, for each of (A) the current taxable year ending on the Closing Date and (B) any prior taxable year with respect to which a spillback dividend is still timely under Section 855 of the Code, and (ii) any other amounts necessary to be distributed in order to eliminate any excise tax liability under Section 4982 of the Code.

1.4.Immediately after the transfer of Assets provided for in paragraph 1.1, the Disappearing Fund will distribute to the Disappearing Fund’s shareholders of record with respect to its shares, determined as of immediately after the close of business on the Closing Date, on a pro rata basis, the Class W Surviving Fund Shares received by the Disappearing Fund pursuant to paragraph 1.1. In addition, as soon as is reasonably practicable after the Closing, the Disappearing Fund will completely liquidate. Such distribution and liquidation will be accomplished by the transfer of the Class W Surviving Fund Shares then credited to the account of the Disappearing Fund on the books of the Surviving Fund to open accounts on the share records of the Surviving Fund in the names of the shareholders of record of the Disappearing Fund’s shares (the “Disappearing Fund Shareholders”) as further described below, determined as of immediately after the close of business on the Closing Date. The aggregate net asset value of Class W Surviving Fund Shares to be so credited to shareholders of shares of the Disappearing Fund shall be equal to the aggregate net asset value of the Disappearing Fund shares owned by such shareholders on the Closing Date. All issued and outstanding Disappearing Fund shares will simultaneously be canceled on the books of the Disappearing Fund, although share certificates representing interests in shares of the Disappearing Fund will represent a number of shares of Class W Surviving Fund Shares after the Closing Date, as determined in accordance with paragraph 2.3. The Surviving Fund shall not issue certificates representing the Class W Surviving Fund Shares in connection with such exchange.

1.5.Ownership of Class W Surviving Fund Shares will be shown on the books of the Surviving Fund’s transfer agent, as defined in paragraph 3.3.

1.6.Any reporting responsibility of the Disappearing Fund including, but not limited to, the responsibility for the filing of regulatory reports, tax returns, or other documents with the U.S. Securities and Exchange Commission (the “Commission”), any state securities commission, and any U.S. federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Disappearing Fund until the Disappearing Fund completes its liquidation and dissolves. Thereafter, any such reporting responsibilities shall be the responsibility of the Surviving Fund’s investment manager on behalf of the Disappearing Fund.

1.7.After the Closing Date, the Disappearing Fund shall not conduct any business except in connection with its termination. As soon as reasonably practicable after distribution of the Class W Surviving Fund Shares pursuant to paragraph

1.4— as provided there, on making that distribution the Disappearing Fund’s liquidation shall be complete for federal tax purposes — (a) the Disappearing Fund shall be terminated and (b) the Disappearing Fund shall make all filings and take all other actions in connection therewith necessary and proper to effect that termination.

2.VALUATION

2.1.The value of the Assets shall be the value computed as of immediately after the close of business of the New York Stock Exchange and after the declaration of any dividends and deduction for any expenses of the Reorganization contemplated hereby to be paid by the Disappearing Fund on the Closing Date (such time and date being hereinafter called the “Valuation Date”), using the valuation procedures in the then-current prospectus and statement of additional information with respect to the Surviving Fund, and valuation procedures established by the Surviving Fund’s Board of Trustees.

2.2.The net asset value of Class W Surviving Fund Shares shall be the net asset value per share computed with respect to that class as of the Valuation Date, using the valuation procedures set forth in the Surviving Fund’s then-current prospectus and statement of additional information and valuation procedures established by the Surviving Fund’s Board of Trustees.

2.3.The number of the Class W Surviving Fund Shares to be issued (including fractional shares, if any) in exchange for the Disappearing Fund’s Assets shall be determined by dividing the value of the net assets with respect to the Disappearing Fund shares determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of the Class W Surviving Fund Shares determined in accordance with paragraph 2.2.

2.4.All computations of value shall be made by the Disappearing Fund’s designated record keeping agent and shall be subject to review by the Surviving Fund’s record keeping agent and by each Fund’s respective independent registered public accounting firm.

3.CLOSING AND CLOSING DATE

3.1.The Closing Date shall be October 9, 2026 or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time. The Closing shall be held at the offices of the Surviving Fund or at such other time and/or place as the parties may agree.

A-2

3.2.The Disappearing Fund shall direct The Bank of New York Mellon, as custodian for the Disappearing Fund (the “Custodian”), to deliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets shall have been delivered in proper form to the Surviving Fund within two business days prior to or on the Closing Date; and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable federal, state, and non-U.S. stock transfer stamps, if any, have been paid or provision for payment has been made. The Disappearing Fund’s portfolio securities represented by a certificate or other written instrument shall be presented for examination by the Custodian to the custodian for the Surviving Fund no later than five business days preceding the Closing Date, and shall be transferred and delivered by the Disappearing Fund as of the Closing Date for the account of the Surviving Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Custodian shall deliver as of the Closing Date by book entry, in accordance with the customary practices of the Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)) in which the Disappearing Fund’s Assets are deposited, the Disappearing Fund’s portfolio securities and instruments deposited with such depositories. The cash to be transferred by the Disappearing Fund shall be delivered by wire transfer of federal funds on the Closing Date.

3.3.The Disappearing Fund shall direct BNY Mellon Investment Servicing (U.S.) Inc. (the “Transfer Agent”), on behalf of the Disappearing Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names, addresses, and taxpayer identification numbers of the Disappearing Fund Shareholders, the number and percentage ownership of outstanding Disappearing Fund shares owned by each such Disappearing Fund Shareholder immediately prior to the Closing, and the dividend reinvestment elections, if any, applicable to each such shareholder immediately prior to the Closing. The Surviving Fund shall issue and deliver a confirmation evidencing the Class W Surviving Fund Shares to be credited on the Closing Date to the Secretary of the Surviving Fund, or provide evidence satisfactory to the Disappearing Fund that such Class W Surviving Fund Shares have been credited to the Disappearing Fund’s account on the books of the Surviving Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

3.4.In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Surviving Fund or the Disappearing Fund shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Disappearing Fund or the Board of Trustees of the Surviving Fund, accurate appraisal of the value of the net assets of the Surviving Fund or the Disappearing Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

4.REPRESENTATIONS AND WARRANTIES

4.1.Except as has been disclosed to the Surviving Fund in a written instrument executed by an officer of the Disappearing Fund, the Disappearing Fund represents and warrants to VMF as follows:

(a)The Disappearing Fund is a statutory trust that is duly organized, validly existing, and in good standing under the laws of the State of Delaware, with power under the Disappearing Fund’s Declaration of Trust to own all of its properties and assets and to carry on its business as it is now being conducted;

(b)The Disappearing Fund is a registered investment company classified as a management company of the closed-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of shares of the Disappearing Fund under the Securities Act of 1933, as amended (“1933 Act”), are in full force and effect;

(c)No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Disappearing Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the 1940 Act and such as may be required by state securities laws;

(d)The prospectus and statement of additional information of the Disappearing Fund used in connection with its initial and any subsequent offering conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and did not at the time of its use, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e)On the Closing Date, the Disappearing Fund will have good and marketable title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for such Assets, the Surviving Fund will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act, other than as disclosed to the Surviving Fund;

(f)The Disappearing Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Disappearing Fund’s Amended and Restated Declaration of Trust or Second Amended and Restated By-Laws (“By-Laws”) or of any agreement, indenture, instrument, contract, lease

A-3

or other undertaking to which the Disappearing Fund is a party or by which it is bound; or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Disappearing Fund is a party or by which it is bound;

(g)All material contracts or other commitments of the Disappearing Fund (other than this Agreement and certain investment contracts including options, futures, forward contracts, and swap agreements) will terminate without liability to the Disappearing Fund at or prior to the Closing Date;

(h)Except as otherwise disclosed in writing to and accepted by VMF, on behalf of the Surviving Fund, no litigation or administrative proceeding or investigation of or before any court, governmental body or arbitrator is presently pending or, to its knowledge, threatened against the Disappearing Fund or any of its properties or assets or any person whom the Disappearing Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Disappearing Fund knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, judgment or award of any court or governmental body, or arbitrator which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(i)The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Portfolio of Investments of the Disappearing Fund as of and for the year ended February 28, 2026 have been audited by Ernst & Young LLP, an independent registered public accounting firm, and are in accordance with consistently applied U.S. generally accepted accounting principles (“U.S. GAAP”), and such statements (copies of which have been furnished to the Surviving Fund) present fairly, in all material respects, the financial condition of the Disappearing Fund as of such date in accordance with U.S. GAAP, and there are no known contingent liabilities of the Disappearing Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with U.S. GAAP as of such date not disclosed therein;

(j)Since February 28, 2026, there has not been any material adverse change in the Disappearing Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Disappearing Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Surviving Fund (for the purposes of this subparagraph (j), a decline in net asset value per share of the Disappearing Fund due to declines in market values of securities in the Disappearing Fund’s portfolio, the discharge of Disappearing Fund liabilities, or the redemption of Disappearing Fund shares by shareholders of the Disappearing Fund shall not constitute a material adverse change);

(k)On the Closing Date, all U.S. federal and other tax returns, dividend reporting forms, and other tax-related reports of the Disappearing Fund required by law to have been filed by such date (including any extensions) shall have been timely filed and are or will be correct and complete in all material respects, and all U.S. federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Disappearing Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns; and Disappearing Fund (a) is in compliance in all material respects with all applicable regulations pertaining to (1) the reporting of dividends and other distributions on and redemptions of its shares, (2) withholding in respect thereof, and (3) shareholder basis reporting, (b) has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld, and (c) is not liable for any material penalties that could be imposed thereunder;

(l)For each taxable year of its operation (including the period ending on the Closing Date), the Disappearing Fund has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company, has been (or will be) eligible to compute and has computed (or will compute) its U.S. federal income tax under Section 852 of the Code, and will have distributed all of its investment company taxable income, net tax-exempt income and net capital gain (as defined in the Code) that has accrued through the Closing Date, and before the Closing Date will have declared dividends sufficient to distribute all of its investment company taxable income, net tax-exempt income and net capital gain for each of (i) any prior taxable year for which any such dividend and related distribution are still timely and (ii) the period ending on the Closing Date;

(m)All issued and outstanding shares of the Disappearing Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable, and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration or qualification requirements of federal and state securities laws. All of the issued and outstanding shares of the Disappearing Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Disappearing Fund, as provided in paragraph 3.3. The Disappearing Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the shares of the Disappearing Fund, nor is there outstanding any security convertible into any of the Disappearing Fund shares;

(n)The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Board of Trustees of the Disappearing Fund and, subject to the approval of the shareholders of the Disappearing Fund, this Agreement will constitute a valid and binding obligation of the Disappearing Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency,

A-4

fraudulent transfer, reorganization, receivership, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(o)The information to be furnished by the Disappearing Fund, for use in no-action letters, applications for orders, registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority, Inc.) that may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto;

(p)The proxy statement of the Disappearing Fund (the “Proxy Statement”) to be included in the Registration Statement referred to in paragraph 5.6, insofar as it relates to the Disappearing Fund, will, on the effective date of the Registration Statement and on the Closing Date (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading, provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or omissions from the Proxy Statement and the Registration Statement made in reliance upon and in conformity with information that was furnished by the Surviving Fund for use therein; and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder; and

(q)On the Closing Date, the Disappearing Fund will have sold such of its assets, if any, as are necessary based on information provided by the Surviving Fund and contingent on the accuracy of such information to assure that, after giving effect to the acquisition of the assets of the Disappearing Fund pursuant to this Agreement, the Surviving Fund, if classified as a “diversified company” within the meaning of Section 5(b)(1) of the 1940 Act, will remain a “diversified company” and in compliance in all material respects with such other investment restrictions as are set forth in the Surviving Fund Prospectus, as amended through the Closing Date.

4.2.Except as has been disclosed to the Disappearing Fund in a written instrument executed by an officer of VMF, VMF, on behalf of the Surviving Fund, represents and warrants to the Disappearing Fund as follows:

(a)The Surviving Fund is duly organized as a series of VMF, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, with power under VMF’s Amended and Restated Declaration of Trust to own all of its properties and assets and to carry on its business as it is now being conducted;

(b)VMF is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of the shares of the Surviving Fund under the 1933 Act, are in full force and effect;

(c)No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Surviving Fund of the transactions contemplated herein, except such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state securities laws;

(d)The current prospectus and statement of additional information of the Surviving Fund and each prospectus and statement of additional information of the Surviving Fund used during the three years previous to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not, or did not at the time of its use, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e)On the Closing Date, the Surviving Fund will have good and marketable title to the Surviving Fund’s assets, free of any liens or other encumbrances, except those liens or encumbrances as to which the Disappearing Fund has received notice and necessary documentation at or prior to the Closing;

(f)The Surviving Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of VMF’s Amended and Restated Declaration of Trust or By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which VMF, on behalf of the Surviving Fund, is a party or by which it is bound; or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which VMF, on behalf of the Surviving Fund, is a party or by which it is bound;

(g)Except as otherwise disclosed in writing to and accepted by the Disappearing Fund, no litigation or administrative proceeding or investigation of or before any court, governmental body or arbitrator is presently pending or, to its knowledge, threatened against VMF, on behalf of the Surviving Fund, or any of its properties or assets, or any person whom the Surviving Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. VMF, on behalf of the Surviving Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, judgment or award of any court, governmental body

A-5

or arbitrator which materially and adversely affects its business or its ability to consummate the transactions herein contemplated;

(h)The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Portfolio of Investments of the Surviving Fund as of and for the year ended October 31, 2025 have been audited by Ernst & Young LLP, an independent registered public accounting firm, and are in accordance with consistently applied U.S. GAAP, and such statements (copies of which have been furnished to the Disappearing Fund) present fairly, in all material respects, the financial condition of the Surviving Fund as of such date in accordance with U.S. GAAP, and there are no known contingent liabilities of the Surviving Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with U.S. GAAP as of such date not disclosed therein;

(i)Since October 31, 2025, there has not been any material adverse change in the Surviving Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Surviving Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Disappearing Fund. (For purposes of this subparagraph (i), a decline in net asset value per share of the Surviving Fund due to declines in market values of securities in the Surviving Fund’s portfolio, the discharge of Surviving Fund liabilities, or the redemption of Surviving Fund shares by shareholders of the Surviving Fund, shall not constitute a material adverse change);

(j)On the Closing Date, all U.S. federal and other tax returns, dividend reporting forms, and other tax-related reports of the Surviving Fund required by law to have been filed by such date (including any extensions) shall have been timely filed and are or will be correct and complete in all material respects, and all U.S. federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Surviving Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns; and Surviving Fund (a) is in compliance in all material respects with all applicable regulations pertaining to (1) the reporting of dividends and other distributions on and redemptions of its shares, (2) withholding in respect thereof, and (3) shareholder basis reporting, (b) has withheld in respect of dividends and other distributions and paid to the proper taxing authorities all taxes required to be withheld, and

(c)is not liable for any material penalties that could be imposed thereunder;

(k)For each taxable year of its operation (including the taxable year that includes the Closing Date), the Surviving Fund has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company, has been eligible to (or will be eligible to) compute and has computed (or will compute) its U.S. federal income tax under Section 852 of the Code, and has distributed all of its investment company taxable income, net tax-exempt income and net capital gain (as defined in the Code) for periods ending prior to the Closing Date;

(l)All issued and outstanding shares of the Surviving Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable and have been offered and sold in every state and the District of Columbia in compliance in all material respects with applicable registration requirements of the 1933 Act and state securities laws. All of the issued and outstanding shares of the Surviving Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Surviving Fund, as provided in paragraph 3.3. The Surviving Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Surviving Fund Shares, nor is there outstanding any security convertible into any Surviving Fund Shares;

(m)The execution, delivery and performance of this Agreement will have been fully authorized prior to the Closing Date by all necessary action, if any, on the part of the Board of Trustees of VMF, on behalf of the Surviving Fund, and this Agreement will constitute a valid and binding obligation of the Surviving Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(n)The Class W Surviving Fund Shares to be issued and delivered to the Disappearing Fund, for the account of the Disappearing Fund shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Class W Surviving Fund Shares, and will be fully paid and non-assessable;

(o)The information to be furnished by VMF, on behalf of the Surviving Fund, for use in the registration statements, proxy materials and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority, Inc.), that may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply in all material respects with Federal securities and other laws and regulations thereunder applicable thereto; and

(p)That insofar as it relates to the Surviving Fund, the Registration Statement relating to the Class W Surviving Fund Shares issuable hereunder, and the proxy materials with respect to the Disappearing Fund to be included in the Registration Statement, and any amendment or supplement to the foregoing, will, as of the date of this Agreement: (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading, provided, however, that the representations and warranties in this subparagraph (p) shall not apply to statements in or

A-6

omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Disappearing Fund for use therein; and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. Additionally, and through the Closing Date, to the extent any statement included in the Registration Statement, as supplemented or amended, relating to the Surviving Fund Shares issuable hereunder that was not misleading becomes misleading based on events that occur after the date of this Agreement, the Surviving Fund will, within a commercially reasonable amount of time, inform the Disappearing Fund.

5.COVENANTS OF THE SURVIVING FUND AND THE DISAPPEARING FUND

5.1.The Surviving Fund and the Disappearing Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

5.2.The Disappearing Fund will call a meeting of the shareholders of the Disappearing Fund to be held prior to the Closing Date to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.3.The Disappearing Fund covenants that the Class W Surviving Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4.The Disappearing Fund will assist the Surviving Fund in obtaining such information as the Surviving Fund reasonably requests concerning the beneficial ownership of the Disappearing Fund’s shares.

5.5.Subject to the provisions of this Agreement, the Surviving Fund and the Disappearing Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.6.The Disappearing Fund will provide the Surviving Fund with information reasonably necessary for the preparation of a prospectus (the “Prospectus”), which will include the Proxy Statement referred to in paragraph 4.1(p), all to be included in a Registration Statement on Form N-14 of the Surviving Fund (the “Registration Statement”), in compliance with the 1933 Act, the 1934 Act and the 1940 Act, in connection with the meeting of the shareholders of the Disappearing Fund to consider approval of this Agreement and the transactions contemplated herein.

5.7.The Surviving Fund will advise the Disappearing Fund promptly if at any time prior to the Closing Date the assets of the Disappearing Fund include any securities that the Surviving Fund is not permitted to acquire.

5.8.As soon as is reasonably practicable after the Closing, the Disappearing Fund will make a liquidating distribution to its shareholders consisting of the Class W Surviving Fund Shares received at the Closing.

5.9.The Surviving Fund and the Disappearing Fund shall each use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.

5.10.The Disappearing Fund covenants that it will, from time to time, as and when reasonably requested by the Surviving Fund, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as VMF, on behalf of the Surviving Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the Disappearing Fund’s title to and possession of the Class W Surviving Fund Shares to be delivered hereunder, and (b) VMF’s, on behalf of the Surviving Fund’s, title to and possession of all the assets and otherwise to carry out the intent and purpose of this Agreement.

5.11.The Surviving Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

6.CONDITIONS PRECEDENT TO OBLIGATIONS OF THE DISAPPEARING FUND

The obligations of the Disappearing Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by VMF, on behalf of the Surviving Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

6.1.All representations and warranties of VMF, on behalf of the Surviving Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

6.2.VMF, on behalf of the Surviving Fund, shall have delivered to the Disappearing Fund a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Disappearing Fund and dated as of the Closing Date, to the effect that the representations and warranties of VMF, on behalf of the Surviving Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be

A-7

affected by the transactions contemplated by this Agreement and as to such other matters as the Disappearing Fund shall reasonably request; and

6.3.VMF, on behalf of the Surviving Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by VMF, on behalf of the Surviving Fund, on or before the Closing Date.

7.CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND

The obligations of VMF, on behalf of the Surviving Fund, to complete the transactions provided for herein shall be subject, at VMF’s election, to the performance by the Disappearing Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

7.1.All representations and warranties of the Disappearing Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

7.2.The Disappearing Fund shall have delivered to VMF, on behalf of the Surviving Fund, (i) a statement of the Disappearing Fund’s assets and liabilities, as of the Closing Date, certified by the Treasurer of the Disappearing Fund, (ii) a statement of the respective tax basis of each investment transferred by the Disappearing Fund to the Surviving Fund, and (iii) copies of all relevant tax books and records;

7.3.The Disappearing Fund shall have delivered to VMF, on behalf of the Surviving Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to VMF and dated as of the Closing Date, to the effect that the representations and warranties of the Disappearing Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as VMF shall reasonably request;

7.4.The Disappearing Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Disappearing Fund on or before the Closing Date; and

7.5.The Disappearing Fund shall have declared and paid a distribution or distributions prior to the Closing Date that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income, all of its net tax-exempt income, if any, and all of its net realized capital gains, if any, for the period from the close of its last taxable year to 4:00 p.m. Eastern time on the Closing Date; and (ii) any undistributed investment company taxable income and net realized capital gains from any prior taxable year if still timely under Section 855 of the Code, to the extent not otherwise already distributed.

8.FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND AND THE DISAPPEARING

FUND

If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Disappearing Fund or VMF, on behalf of the Surviving Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1.The Agreement and the transactions contemplated herein shall have been approved by the Board of Trustees of both the Disappearing Fund and Surviving Fund and by the requisite vote of the holders of the outstanding shares of the Disappearing Fund in accordance with the provisions of the Disappearing Fund’s Declaration of Trust, By-Laws, applicable Delaware law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to VMF. Notwithstanding anything herein to the contrary, neither VMF, on behalf of the Surviving Fund, nor the Disappearing Fund may waive the conditions set forth in this paragraph 8.1;

8.2.On the Closing Date no action, suit or other proceeding shall be pending or, to its knowledge, threatened before any court, governmental agency or arbitrator in which it is sought to restrain, prohibit, affect the enforceability of, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein;

8.3.All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by VMF, on behalf of the Surviving Fund, or the Disappearing Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Surviving Fund or the Disappearing Fund, provided that either party hereto may for itself waive any of such conditions;

8.4.The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and

A-8

8.5.Each party shall have received an opinion of tax counsel (which opinion will be subject to certain qualifications) addressed to VMF, on behalf of the Surviving Fund, and the Disappearing Fund substantially to the effect that, based upon certain facts, assumptions, representations and the existing provisions of the Code, U.S. Treasury Regulations promulgated thereunder, current administrative rules, and court decisions, the transaction contemplated by this Agreement will constitute a tax-free reorganization within the meaning of Section 368(a)(1) of the Code for U.S. federal income tax purposes. The delivery of such opinion is conditioned upon receipt by tax counsel of representations it shall request of VMF, on behalf of the Surviving Fund, and the Disappearing Fund. Notwithstanding anything herein to the contrary, neither VMF nor the Disappearing Fund may waive the condition set forth in this paragraph 8.5.

9.BROKERAGE FEES AND EXPENSES

9.1.The Disappearing Fund, and VMF, on behalf of the Surviving Fund, each represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

9.2.The expenses relating to the proposed Reorganization will be borne by the Disappearing Fund. The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation of the Registration Statement, printing and distributing of the Surviving Fund’s prospectus and the Disappearing Fund’s proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding shareholders' meetings. The Disappearing Fund will bear the explicit portfolio transition costs (i.e., brokerage commissions) associated with the Reorganization that are incurred in advance of the Reorganization. The investment manager to the Surviving Fund (or an affiliate of the investment manager) will bear the explicit portfolio transition costs (i.e., brokerage commissions) associated with the Reorganization that are incurred by the Surviving Fund following the Reorganization. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code or in failure of the Reorganization to be treated as a reorganization described in Section 368(a)(1) of the Code.

10.ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1.The parties agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

10.2.The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.

11.TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned by mutual agreement of the parties. This Agreement may also be terminated and the transactions contemplated hereby may be abandoned by either party: (i) if the Closing shall not have occurred on or before October 9, 2026 unless such date is extended by mutual agreement of the parties; or (ii) if the other party shall have materially breached its obligations under this Agreement or made a material and intentional misrepresentation herein or in connection herewith. In the event of any such termination, this Agreement shall become void and there shall be no liability hereunder on the part of any party or their respective Trustees or officers, except for any such material breach or intentional misrepresentation, as to each of which all remedies at law or in equity of the party adversely affected shall survive.

12.AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of VMF, on behalf of the Surviving Fund, and the Disappearing Fund; provided, however, that following the meeting of the shareholders of the Disappearing Fund called by the Disappearing Fund, pursuant to paragraph

5.2of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Class W Surviving Fund Shares to be issued to the Disappearing Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

13.NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, personal service or prepaid or certified mail addressed to:

Voya Multi-Manager Emerging Markets Equity Fund

7337 E. Doubletree Ranch Road

Suite 100

Scottsdale, AZ 85258-2034

Attn: Joanne F. Osberg

A-9

With a copy to:

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Attn: Elizabeth Reza

[Voya Asia Pacific High Dividend Equity Income Fund]/

[Voya Emerging Markets High Dividend Equity Fund]

7337 E. Doubletree Ranch Road

Suite 100

Scottsdale, AZ 85258-2034

Attn: Joanne F. Osberg

With a copy to:

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Attn: Elizabeth Reza

14.HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

14.1.The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

14.3.This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

14.4.This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.5.It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of their respective Trustees, shareholders, nominees, officers, agents, or employees personally, but shall bind only the property of the Disappearing Fund or the property of the Surviving Fund, as the case may be, as provided in the Amended and Restated Declaration of Trust of the Disappearing Fund or VMF, respectively. The execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of such party.

(The Rest of This Page Is Intentionally Left Blank)

A-10

APPENDIX B: ADDITIONAL INFORMATION REGARDING

VOYA MULTI-MANAGER EMERGING MARKETS EQUITY FUND

For purposes of this Appendix B, references to “the Fund” refer to MM EME Fund and references to “the SAI” refer to the Fund’s Statement of Additional Information dated February 28, 2026, as supplemented.

Management Fee

The Investment Adviser receives an annual fee for its services to the Fund. The fee is payable in monthly installments based on the average daily net assets of the Fund.

The Investment Adviser is responsible for all of its own costs, including costs of the personnel required to carry out its duties.

The aggregate annual management fee paid by the Fund for the fiscal year ended October 31, 2025 was 1.00% of the Fund’s average daily net assets.

For more information regarding the basis for the Board's approval of the investment advisory and investment sub-advisory contracts, please refer to the Fund’s annual financial statements and other information filed on Form N-CSR which covers the one-year period ended October 31, 2025.

Portfolio Holdings Information

A description of the Fund’s policies and procedures regarding the release of portfolio holdings information is available in the SAI. Portfolio holdings information can be reviewed online at https://individuals.voya.com/product/mutual- fund/prospectuses-reports.

Sales Charges

The Fund makes available in a clear and prominent format, free of charge, on its website, (https://individuals.voya.com/product/share-classes-and-expenses), information regarding applicable sales loads, reduced sales charges (i.e., breakpoint discounts), sales load waivers, eligibility minimums and purchases of the Fund's shares. The website includes hyperlinks that facilitate access to the information.

How Shares Are Priced

The Fund is open for business every day the New York Stock Exchange (the “NYSE”) opens for regular trading (each such day, a “Business Day”). The net asset value (the “NAV”) per share for each class of the Fund is determined each Business Day as of the close of the regular trading session (“Market Close”), as determined by the Consolidated Tape Association (the “CTA”), the central distributor of transaction prices for exchange-traded securities (normally 4:00 p.m. Eastern Time unless otherwise designated by the CTA). The NAV per share of each class of the Fund is calculated by taking the value of the Fund’s assets attributable to that class, subtracting the Fund’s liabilities attributable to that class, and dividing by the number of shares of that class that are outstanding. On days when the Fund is closed for business, Fund shares will not be priced, and the Fund will not process purchase or redemption orders. To the extent the Fund’s assets are traded in other markets on days when the Fund does not price its shares, the value of the Fund’s assets will likely change and you will not be able to purchase or redeem shares of the Fund.

Portfolio holdings for which market quotations are readily available are valued at market value. Investments in open-end registered investment companies that do not trade on an exchange are valued at the end-of-day NAV per share. The prospectuses of the open-end registered investment companies in which the Fund may invest explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing. Foreign (non-U.S.) securities’ prices are converted into U.S. dollar amounts using the applicable exchange rates as of Market Close.

When a market quotation for a portfolio security is not readily available or is deemed unreliable (for example, when trading has been halted or there are unexpected market closures or other material events that would suggest that the market quotation is unreliable) and for purposes of determining the value of other portfolio holdings, the portfolio holding is priced at its fair value. The Board has designated the Investment Adviser, as the valuation designee, to make fair value determinations in good faith. In determining the fair value of the Fund’s portfolio holdings, the Investment Adviser, pursuant to its fair valuation policy, may consider inputs from pricing service providers, broker-dealers, or the Fund’s Sub-Adviser(s). Issuer specific events, transaction price, position size, nature and duration of restrictions on disposition of the security, market trends, bid/ask quotes of brokers, and other market data may be reviewed in the course of making a good faith determination of the fair value of a portfolio holding. Because trading hours for certain foreign (non-U.S.) securities end before Market Close, closing market quotations may become unreliable. The prices of foreign (non-U.S.) securities will generally be adjusted based on inputs from a third-party pricing service that are intended to reflect valuation changes through Market Close. Because of the inherent uncertainties of fair valuation, the values used to determine the Fund’s NAV may materially differ from the value received upon actual sale of those investments. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in the Fund.

B-1

How to Buy Shares

Customer Identification

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person that opens an account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

What this means for you: a Fund, the Distributor, or a third-party selling you a Fund, must obtain the following information for each person that opens an account:

Name;

Date of birth (for individuals);

Physical residential address (although post office boxes are still permitted for mailing); and

Social Security number, taxpayer identification number, or other identifying number.

You may also be asked to show your driver’s license, passport, or other identifying documents in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other non-natural persons.

Federal law prohibits a Fund, the Distributor, and other financial institutions from opening accounts unless they receive the minimum identifying information listed above. They also may be required to close your account if they are unable to verify your identity within a reasonable time.

Each Fund and the Distributor reserve the right to reject any purchase order. Please note that cash, traveler’s checks, third-party checks, money orders, and checks drawn on non-U.S. banks (even if payment may be effected through a U.S. bank) generally will not be accepted. Each Fund and the Distributor reserve the right to waive minimum investment amounts. Waiver of the minimum investment amount can increase operating expenses of a Fund. Each Fund and the Distributor reserve the right to liquidate sufficient shares to recover annual transfer agent fees or to close your account and redeem your shares should you fail to maintain your account value minimum.

Each Fund reserves the right to suspend the offering of shares.

Class W Shares

Class W shares may be purchased without a sales charge by: (1) qualified retirement plans such as 401(a), 401(k), or other defined contribution plans and defined benefit plans; (2) insurance companies and foundations investing for their own account; (3) wrap programs offered by broker-dealers and financial institutions; (4) accounts of, or managed by, trust departments; (5) individuals whose accounts are managed by an investment adviser representative; (6) retirement plans affiliated with Voya Financial, Inc.; (7) Voya Financial, Inc. affiliates for purposes of corporate cash management; and (8) by other Voya mutual funds in the Voya family of funds.

In addition, Class W shares are available to the following persons through direct investment (not through broker-dealers that are not approved by Voya) into a Voya mutual fund or through a Voya approved broker-dealer (currently, Voya Financial Advisors, Inc.): (1) current and retired officers and directors/trustees of the Voya mutual funds; (2) current and retired officers, directors, and full-time employees of Voya Investments, LLC, Directed Services LLC; any Voya mutual fund’s sub-adviser; Voya Investments Distributor, LLC; and any of their affiliates; (3) family members of the foregoing persons (defined as current spouse, children, parents, grandparents, grandchildren, uncles, aunts, siblings, nephews, nieces, step-relations, relations at- law, and cousins); (4) any trust, pension, profit-sharing, or other benefit plan for such persons (including family members); (5) discretionary advisory accounts of Voya Investments, LLC, Directed Services LLC, any Voya mutual fund’s sub-adviser, or Voya Investments Distributor, LLC; and (6) qualifying investments made through Voya promotional programs as determined by Voya Investments Distributor, LLC.

Retirement Plans

The Fund has available prototype qualified retirement plans for corporations and self-employed individuals. The Fund also has available prototype IRA, Roth IRA and Simple IRA plans (for both individuals and employers), Simplified Employee Pension Plans and Pension and Profit Sharing Plans. BNY Mellon Investment Servicing Trust Company acts as the custodian under these plans. For further information, contact a Shareholder Services Representative at 1-800-992-0180. BNY Mellon Investment Servicing Trust Company currently receives a $12 custodial fee annually for the maintenance of each such account.

Make your investment using the purchase minimum guidelines in the following table.

B-2

Minimum Investments

Class

Initial Purchase

Subsequent Purchases

Non-retirement accounts

W

$1,000

No minimum

Retirement accounts

W

$1,000

No minimum

Pre-authorized investment plan

W

$1,000

At least $100/month

Certain omnibus accounts

W

N/A

N/A

Make your investment using the methods outlined in the following table. If you are a participant in a qualified retirement plan, you should make purchases through your plan administrator or sponsor, who is responsible for transmitting orders.

Buying Shares

Opening an Account

Adding to an Account

By Contacting Your

A financial intermediary with an authorized

Contact your financial intermediary.

Financial Intermediary

firm can help you establish and maintain your

 

 

account.

 

 

 

 

By Mail

Make your check payable to Voya Investment

Fill out the Account Additions form at the

 

Management and mail it with a completed

bottom of your account statement and mail it

 

Account Application. Please indicate your

along with your check payable to Voya

 

financial intermediary on the New Account

Investment Management to the address on

 

Application.

the account statement. Please write your

 

 

account number on the check.

 

 

 

By Wire

Call Shareholder Services at 1-800-992-0180

Wire the funds in the same manner described

 

to obtain an account number and indicate

under “Opening an Account.”

 

your financial intermediary on the account.

 

 

Instruct your bank to wire funds to the Fund

 

 

in the care of:

 

 

Bank of New York Mellon

 

 

ABA # 011001234

 

 

credit to: BNY Mellon Investment Servicing

 

 

(US) Inc. as Agent for Voya mutual funds

 

 

A/C #0000733938; for further credit to

 

 

Shareholder A/C #

 

 

(A/C # you received over the telephone)

 

 

Shareholder Name:

 

 

________________(Your Name Here)

 

 

After wiring funds you must complete the

 

 

Account Application and send it to:

 

 

Voya Investment Management

 

 

P.O. Box 534480

 

 

Pittsburgh, PA 15253-4480

 

 

 

 

Execution of Purchase Orders

Purchase orders are executed at the next NAV determined after the order is received in proper form by the Transfer Agent or the Distributor. A purchase order will be deemed to be in proper form when all of the required steps set forth under “How to Buy Shares” have been completed. If you purchase by wire, however, the order will be deemed to be in proper form after the federal funds wire has been received. If you are opening a new account and you purchase by wire, you must submit an application form prior to Market Close. If an order or payment by wire is received after Market Close, your order will not be executed until the next NAV is determined. For your transaction to be counted on the day you place your order with your broker-dealer or other financial institution, your broker-dealer or financial institution must receive your order in proper form before Market Close and transmit the order to the Transfer Agent or the Distributor in a timely manner.

You will receive a confirmation of each new transaction in your account, which also will show you the number of shares you own including the number of shares being held in safekeeping by the Transfer Agent for your account. You may rely on these confirmations in lieu of certificates as evidence of your ownership.

B-3

How to Sell Shares

You may sell shares by using the methods outlined in the following table. Under unusual circumstances, the Fund may suspend the right of redemption as allowed by the SEC or federal securities laws.

If you are a participant in a qualified retirement plan, you should make redemptions through your plan administrator or sponsor, who is responsible for transmitting orders.

Selling Shares

To Sell Some or All of Your Shares

By Contacting Your Financial

You may sell shares by contacting your financial intermediary. Financial

Intermediary

intermediaries may charge for their services in connection with your redemption

 

request but neither the Fund nor the Distributor imposes any such charge.

By Mail

Send a written request specifying the Fund name and share class, your account

 

number, the name(s) in which the account is registered, and the dollar value or

 

number of shares you wish to redeem to:

 

Voya Investment Management

 

P.O. Box 534480

 

Pittsburgh, PA 15253-4480

 

If certificated shares have been issued, the certificate must accompany the written

 

request. Corporate investors and other associations must have an appropriate

 

certification on file authorizing redemptions. A suggested form of such certification

 

is provided on the Account Application. A signature guarantee may be required.

 

 

By Telephone - Expedited

You may sell shares by telephone on all accounts, other than retirement accounts,

Redemption

unless you check the box on the Account Application which signifies that you do

 

not wish to use telephone redemptions. To redeem by telephone, call a

 

Shareholder Services Representative at 1-800-992-0180.

Receiving Proceeds By Check:

You may have redemption proceeds (up to a maximum of $10,000,000) mailed to an address which has been on record with Voya Investment Management for at least 30 days.

Receiving Proceeds By Wire:

You may have redemption proceeds (up to a maximum of $10,000,000) wired to your pre-designated bank account. You will not be able to receive redemption proceeds by wire unless you check the box on the Account Application which signifies that you wish to receive redemption proceeds by wire and attach a voided check. Under normal circumstances, proceeds will be transmitted to your bank on the Business Day following receipt of your instructions, provided redemptions may be made. In the event that share certificates have been issued, you may not request a wire redemption by telephone.

Systematic Withdrawal Plan

You may elect to make periodic withdrawals from your account on a regular basis.

Class W

Your account must have a current value of at least $1,000.

Minimum withdrawal amount is $1,000.

You may choose from monthly, quarterly, semi-annual or annual payments.

For additional information, contact a Shareholder Services Representative or refer to the Account Application or the SAI.

Execution of Sale Requests

Sale requests are executed at the next NAV determined after the order is received in proper form by the Transfer Agent or the Distributor. For your transaction to be counted on the day you place your sale request with your broker-dealer or other financial institution, your broker-dealer or financial institution must receive your sale request in proper form before Market Close and transmit the sale request to the Transfer Agent or the Distributor in a timely manner.

B-4

You will receive a confirmation of each new transaction in your account, which also will show you the number of shares you own including the number of shares being held in safekeeping by the Transfer Agent for your account. You may rely on these confirmations in lieu of certificates as evidence of your ownership.

Payments

Normally, payment for shares redeemed will typically be made within one business day after receipt by the transfer agent of a request in good order. The Fund can delay payment of the redemption proceeds for up to 7 days and may suspend redemptions and/or further postpone payment proceeds when the NYSE is closed (other than weekends or holidays) or when trading thereon is restricted or during emergency or other circumstances, including as determined by the SEC. When you place a request to redeem shares for which the purchase money has not yet been collected, the request will be executed at the next determined NAV, but the Fund will not release the proceeds until your purchase payment clears. This may take up to 30 days. A redemption request made within 30 calendar days after submission of a change of address is permitted only if the request is in writing and is accompanied by a medallion signature guarantee. Redemption requests of an amount of $10 million or more must be submitted in writing by an authorized person.

A medallion signature guarantee may be required in certain circumstances. A request to change the bank designated to receive wire redemption proceeds must be received in writing, signed by an authorized person, and accompanied by a medallion signature guarantee from any eligible guarantor institution. In addition, if you wish to have your redemption proceeds transferred by wire to an account other than your designated bank account, paid to someone other than the shareholder of record, or sent somewhere other than the shareholder’s address of record, you must provide a medallion signature guarantee with your written redemption instructions. Please see the SAI for more details on the medallion signature guarantee program.

The Fund will typically pay redemption proceeds in cash using cash held by the Fund, with cash generated by the Fund through the sale of cash equivalents and other Fund assets or by borrowing cash pursuant to the Fund’s line of credit. The Fund may, however, determine in its absolute discretion to distribute non-cash assets in kind in complete or partial satisfaction of its obligation to pay redemption proceeds to a shareholder. In such a case, the Fund could elect to make payment in securities or other assets for redemptions that exceed the lesser of $250,000 or 1% of its net assets during any 90-day period for any one record shareholder. Non-cash assets distributed by the Fund likely will not represent a pro rata distribution of assets held in the Fund’s portfolio. A shareholder's receipt of non-cash redemption proceeds may be less favorable to the shareholder than receipt of cash proceeds for a number of reasons, including, without limitation, costs and potential delays relating to the sale of the non-cash assets, potential illiquidity of the non-cash assets, and the potential inability of the shareholder to realize on the sale of the non-cash assets cash proceeds equal to the cash proceeds it would have received from the Fund. The Fund has no obligation to distribute non-cash assets, including in circumstances when doing so may benefit a redeeming shareholder or may reduce or eliminate transaction costs and/or the realization of capital gains that may need to be distributed to shareholders, which such distributions will be taxable to shareholders that hold their shares in a taxable account.

Telephone Orders

Neither the Fund nor the transfer agent will be responsible for the authenticity of phone instructions or losses, if any, resulting from unauthorized shareholder transactions if they reasonably believe that such instructions were genuine. The Fund and the transfer agent have established reasonable procedures to confirm that instructions communicated by telephone are genuine. These procedures include recording telephone instructions for exchanges and expedited redemptions, requiring the caller to give certain specific identifying information, and providing written confirmation to shareholders of record not later than 5 days following any such telephone transactions. If the Fund or the transfer agent does not employ these procedures, they may be liable for any losses due to unauthorized or fraudulent telephone instructions.

Small Accounts

Due to the relatively high cost of handling small investments, the Fund reserves the right, upon 30 days’ prior written notice, to redeem at NAV (less any applicable deferred sales charge), the shares of any shareholder whose account (except for IRAs) has a total value that is less than the Fund's minimum. Before the Fund redeems such shares and sends the proceeds to the shareholder, it will notify the shareholder that the value of the shares in the account is less than the minimum amount allowed and will allow the shareholder 30 days to make an additional investment in an amount that will increase the value of the account to the minimum before the redemption is processed. Your account will not be closed if its drop in value is due to Fund performance.

How to Exchange Shares

Exchanges Between Voya Mutual Funds

You may exchange shares of the Fund for shares of the same class of any other Voya mutual fund, except for Voya Corporate Leaders® Trust Fund, without paying any additional sales charge, if you otherwise meet the eligibility requirements of the class of shares of the Voya mutual fund to be received in the exchange. If you purchase Class A shares of Voya Government Money Market Fund and did not pay a sales charge, you must pay the applicable sales charge on an exchange into Class A shares of another Voya mutual fund.

B-5

If you exchange shares of the Fund that are subject to a CDSC into shares of another Voya mutual fund that are subject to a CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate that was applicable to your original shares. Your new shares will continue to age for CDSC purposes from the date that the original shares were purchased.

Exchanges Between Classes of Shares of the Fund

You may exchange Class C and Class W shares for Class I shares within the Fund, or you may exchange Class A shares and Class I shares for any other class within the Fund, if you otherwise meet the eligibility requirements of the class of shares to be received in the exchange, or you may exchange Class C shares for Class A shares within the Fund, except that: (1) you may not exchange shares that are subject to a CDSC until the CDSC period has expired, unless the Distributor approves the exchange and determines that no CDSC is payable in connection with the exchange; (2) you may not exchange Class A shares for Class W shares unless you acquired the Class A shares through a Voya approved broker-dealer (currently, Voya Financial Advisors, Inc.); and (3) you may not exchange Class C shares for Class A shares unless your intermediary has agreed to waive its right to receive the front-end sales charge that otherwise would be applicable to the Class A shares. Class C shares will automatically convert to Class A shares of the same Fund after they have been held for 8 years.

Certain existing Class I shareholders of the Fund may exchange their Class I shares for Class R6 shares of the Fund provided: (1) the shareholder meets the requirements for investment in Class R6 shares as stated in the section of this Prospectus entitled “How to Buy Shares”; and (2) the shareholder does not require the Fund or an affiliate (including the Investment Adviser and any affiliate of the Investment Adviser) of the Fund to make, and the Fund or affiliate does not pay, any type of servicing, administrative, or revenue sharing payments with respect to Class R6 shares.

All exchanges within the Fund are subject to the discretion of the Distributor to permit or reject such exchanges. Shareholders generally should not recognize gain or loss for U.S. federal income tax purposes from an exchange between classes of shares within the Fund provided that the transaction is undertaken and processed, with respect to any shareholder, as a direct exchange transaction. Shareholders should consult their tax advisors as to the U.S. federal, state and local, and non-U.S. tax consequences of an exchange between classes of shares within the Fund.

Exchanges between classes of shares within the Fund are not subject to the frequent trading and market timing policies of Voya mutual funds.

Additional Information About Exchanges

Fees and expenses differ among Voya mutual funds and among share classes of the same fund. Please read the prospectus for the Voya mutual fund and share class you are interested in prior to exchanging into that Voya mutual fund or share class. Contact your financial intermediary or consult your plan documents for additional information.

An exchange of shares of the Fund for shares of another Voya mutual fund is treated as a sale and purchase of shares and may result in the recognition of a gain or loss for U.S. federal, state and local income tax purposes. For exchanges between Voya mutual funds, you should consult your own tax advisor for advice about the particular U.S. federal, state and local, and non-U.S. tax consequences to you of the exchange. The total value of shares being exchanged must at least equal the minimum investment requirement of the Voya mutual fund into which they are being exchanged.

If you exchange into Voya Credit Income Fund, your ability to sell or liquidate your investment will be limited. Voya Credit Income Fund is a closed-end interval fund and does not redeem its shares on a daily basis. It is not expected that a secondary market for Voya Credit Income Fund's shares will develop, so you will not be able to sell them through a broker or other investment professional. To provide a measure of liquidity, Voya Credit Income Fund will normally make monthly repurchase offers for not less than 5% of its outstanding common shares. If more than 5% of Voya Credit Income Fund's common shares are tendered, you may not be able to completely liquidate your holdings in any one month. You also would not have liquidity between these monthly repurchase dates. Investors exercising the exchange privilege into Voya Credit Income Fund should carefully review the prospectus of that fund. Investors may obtain a copy of the Voya Credit Income Fund prospectus or any other Voya mutual fund prospectus by calling 1-800-992-0180 or by going to https://individuals.voya.com/product/mutual- fund/prospectuses-reports.

In addition to the Fund available in this Prospectus, the Distributor offers many other funds. Shareholders exercising the exchange privilege with any other Voya mutual fund should carefully review the prospectus of that fund before exchanging their shares. Investors may obtain a copy of a prospectus of any Voya mutual fund not discussed in this Prospectus by calling 1-800-992-0180 or by going to https://individuals.voya.com/product/mutual-fund/prospectuses-reports.

You will automatically have the ability to request an exchange between Voya mutual funds by calling a Shareholder Services Representative unless you mark the box on the Account Application that indicates that you do not wish to have the telephone exchange privilege. The Fund may change or cancel its exchange policies at any time, upon 60 days’ prior notice to shareholders.

B-6

Systematic Exchange Privilege

Subject to the information and limitations outlined above, you may elect to have a specified dollar amount of shares systematically exchanged, monthly, quarterly, semi-annually, or annually from your account to an identically registered account in the same class of any other open-end Voya mutual fund, except for Voya Corporate Leaders® Trust Fund. This exchange privilege may be modified at any time or terminated upon 60 days' prior written notice to shareholders.

Frequent Trading – Market Timing

The Fund is intended for long-term investment and not as a short-term trading vehicle. Accordingly, organizations or individuals that use market timing investment strategies should not purchase shares of the Fund. The Fund reserves the right, in its sole discretion and without prior notice, to reject, restrict, or refuse purchase orders whether directly or by exchange, including purchase orders that have been accepted by a shareholder's or retirement plan participant's intermediary, that the Fund determines not to be in the best interest of the Fund. Such action may include, but not be limited to: rejecting additional purchase orders, whether directly or by exchange; extending settlement of a redemption up to 7 days; rejecting all purchase orders from broker-dealers or their registered representatives suspected of violating the Fund's frequent trading policy; or termination of the selling group agreement or other agreement with broker-dealers or other financial intermediaries associated with frequent trading. The Fund will not be liable for any loss resulting from rejected orders or other actions as described above.

The Fund believes that market timing or frequent, short-term trading in any account, including a retirement plan account, is not in the best interest of the Fund or its shareholders. Due to the disruptive nature of this activity, it can adversely affect the ability of the Investment Adviser or Sub-Adviser (if applicable) to invest assets in an orderly, efficient manner. Frequent trading can raise Fund expenses through: increased trading and transaction costs; increased administrative costs; and lost opportunity costs. This in turn can have an adverse effect on Fund performance.

Funds that invest in foreign (non-U.S.) securities may present greater opportunities for market timers and thus be at a greater risk for excessive trading. If an event occurring after the close of a foreign market, but before the time the Fund computes its current NAV, causes a change in the price of the foreign (non-U.S.) security and such price is not reflected in its current NAV, investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies. This is often referred to as “price arbitrage.” Such price arbitrage opportunities may also occur in funds which do not invest in foreign (non-U.S.) securities. For example, if trading in a security held by the Fund is halted and does not resume prior to the time it calculates its NAV such “stale pricing” presents an opportunity for investors to take advantage of the pricing discrepancy. Similarly, funds that hold thinly-traded securities, such as certain small-capitalization securities, may be exposed to varying levels of pricing arbitrage. The Fund has adopted fair valuation policies and procedures intended to reduce its exposure to price arbitrage, stale pricing and other potential pricing discrepancies. However, to the extent that the Fund does not immediately reflect these changes in market conditions, short-term trading may dilute the value of the Fund’s shares which negatively affects long-term shareholders.

The Board has adopted policies and procedures designed to deter frequent, short-term trading in shares of the Fund. In general, shareholders may make exchanges among their accounts with Voya mutual funds once every 30 calendar days. However, the Fund prohibits frequent trading. The Fund has defined frequent trading as follows:

Any shareholder or intermediary-initiated exchanges among any of their accounts with the Fund within 30 calendar days of a previous exchange. All exchanges occurring on the same day for all accounts (individual, IRA, 401(k), etc.) beneficially owned by the same shareholder will be treated as a single transaction for purposes of this policy;

Trading deemed harmful or excessive by the Fund (including but not limited to patterns of purchases and redemptions) by the Fund’s Investment Adviser, on behalf of a Fund, in its sole discretion; and

Trades initiated by intermediaries, among multiple shareholder accounts, that in the aggregate are deemed harmful or excessive by the Fund’s Investment Adviser, on behalf of the Fund, in its sole discretion.

The following transactions are excluded when determining whether trading activity is frequent:

Purchases and sales of Fund shares in the amount of $5,000 or less;

Transfers associated with systematic purchases or redemptions;

Rebalancing to facilitate fund-of-fund arrangements or the Fund's systematic exchange privileges;

Purchases and sales of money market funds and purchases and sales of Funds that affirmatively permit short-term trading (an exchange between a money market fund and the Fund other than a money market fund or purchases and exchanges between the Fund that permits short-term trading and another Fund would not be exempt from this policy);

Purchases or sales initiated by the Fund; and

Transactions subject to the trading policy of an intermediary that the Fund’s Investment Adviser, on behalf of the Fund, deems materially similar to the Fund's policy.

B-7

If a violation of the policy is identified, the following action shall be taken:

The shareholder and/or broker of record on the account(s) is notified of the violation.

Upon the first violation of this policy in a calendar year, purchase and exchange privileges shall be suspended for 90 calendar days from the date of the first trade. For example, if a trade occurs on February 1st, and another trade occurs on February 15th, purchase and exchange privileges would be suspended for 90 calendar days from February 1st.

Upon a second violation of the policy in a calendar year, purchase and exchange privileges shall be suspended for 180 calendar days from the trade date of the second violation.

Purchase and exchange blocks shall be placed on the account and all related accounts bearing the same tax identification number or equivalent identifier.

On the Business Day following the end of a 90- or 180-calendar day suspension, any trading restrictions placed on the account(s) shall be removed.

The Fund reserves the right to modify this policy at any time without prior notice.

Although the restrictions described above are designed to discourage frequent, short-term trading, none of them alone, nor all of them taken together, can eliminate the possibility that frequent, short-term trading activity in the Fund will occur. Moreover, in enforcing such restrictions, the Fund is often required to make decisions that are inherently subjective. The Fund strives to make these decisions to the best of its abilities in a manner that it believes is in the best interest of shareholders.

Shareholders may invest in the Fund through omnibus account arrangements with financial intermediaries. Omnibus accounts permit intermediaries to aggregate their clients' transactions and in these circumstances, the identity of the shareholder is often unknown. Such intermediaries include broker-dealers, banks, investment advisers, record keepers, retirement plans, and fee-based accounts such as wrap fee programs. Omnibus accounts generally do not identify customers' trading activity on an individual basis. The Investment Adviser or its affiliated entities have agreements in place with intermediaries which require such intermediaries to provide detailed account information, including trading history, upon request of the Fund. There is no assurance that the Investment Adviser or its affiliated entities will request such information with sufficient frequency to detect or deter excessive trading or that review of such information will be sufficient to detect or deter excessive trading in omnibus accounts effectively.

In some cases, the Fund will rely on the intermediaries' excessive trading policies and such policies shall define the trading activity in which the shareholder may engage. This shall be the case where the Fund is used in certain retirement plans offered by affiliates. With trading information received as a result of the agreements, the Fund may make a determination that certain trading activity is harmful to the Fund and its shareholders even if such activity is not strictly prohibited by the intermediaries' excessive trading policy. As a result, a shareholder investing directly or indirectly in the Fund may have their trading privileges suspended without violating the stated excessive trading policy of the intermediary.

Payments to Financial Intermediaries

Voya mutual funds are distributed by the Distributor. The Distributor is a broker-dealer that is licensed to sell securities. The Distributor generally does not sell directly to the public but sells and markets its products through intermediaries such as other broker-dealers. Each Voya mutual fund also has an investment adviser which is responsible for managing the money invested in each of the mutual funds. Both of these entities or their affiliates (collectively, “Voya”) may compensate an intermediary for selling Voya mutual funds.

Persons licensed with FINRA as a registered representative (often referred to as a broker or financial adviser) and associated with a specific broker-dealer may receive compensation from the Fund for providing services which are primarily intended to result in the sale of Fund shares. The Distributor has an agreement in place with each broker-dealer selling the Fund defining specifically what that broker-dealer will be paid for the sale of a particular Voya mutual fund. The broker- dealer then pays the registered representative who sold you the mutual fund some or all of what they receive from Voya. A registered representative may receive a payment when the sale is made and in some cases, can continue to receive payments while you are invested in the mutual fund. In addition, other entities may receive compensation from the Fund for providing services which are primarily intended to result in the sale of Fund shares, so long as such entities are permitted to receive these fees under applicable rules and regulations.

The Distributor may pay, from its own resources, additional fees to these broker-dealers or other financial institutions including affiliated entities. These additional fees paid to intermediaries may take the following forms: (1) a percentage of that entity’s customer assets invested in Voya mutual funds; (2) a percentage of that entity's gross sales; or (3) some combination of these payments. Depending on the broker-dealer's satisfaction of the required conditions, these payments may be periodic and may be up to: (1) 0.30% per annum of the value of the Fund's shares held by the broker-dealer’s customers; or (2) 0.30% of the value of the Fund's shares sold by the broker-dealer during a particular period. For example,

B-8

if that initial investment averages a value of $10,000 over the year, the Distributor could pay a maximum of $30 on those assets. If you invested $10,000, the Distributor could pay a maximum of $30 for that sale.

Voya, out of its own resources and without additional cost to the Fund or its shareholders, may provide additional cash or non-cash compensation to intermediaries selling shares of the Fund, including affiliates of Voya. These amounts would be in addition to the distribution payments made by the Fund under the distribution agreements. Management personnel of Voya may receive additional compensation if the overall amount of investments in funds advised by Voya meets certain target levels or increases over time.

Voya may provide additional cash or non-cash compensation to third parties selling our mutual funds including affiliated companies. This may take the form of cash incentives and non-cash compensation and may include, but is not limited to: cash; merchandise; trips; occasional entertainment; meals or tickets to a sporting event; client appreciation events; payment for travel expenses (including meals and lodging) to pre-approved training and education seminars; and payment for advertising and sales campaigns. The Distributor may also pay concessions in addition to those described above to broker- dealers so that Voya mutual funds are made available by those broker-dealers for their customers. The Sub-Adviser of the Fund may contribute to non-cash compensation arrangements.

The compensation paid by Voya to a financial intermediary is typically paid continually over time, during the period when the intermediary’s clients hold investments in the Voya mutual funds. The amount of continuing compensation paid by Voya to different financial intermediaries for distribution and/or shareholder services varies. The compensation is typically a percentage of the value of the financial intermediary’s clients’ investments in Voya mutual funds or a per account fee. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the intermediary.

Voya or a Voya mutual fund may pay service fees to intermediaries for administration, recordkeeping, and other shareholder services. Intermediaries receiving these payments may include, among others, brokers, financial planners or advisers, banks, and insurance companies. The Voya mutual funds may reimburse Voya for some or all of the payments made by Voya to intermediaries for these services.

In some cases, a financial intermediary may hold its clients’ mutual fund shares in nominee or street name accounts. These financial intermediaries may (though they will not necessarily) provide services including, among other things: processing and mailing trade confirmations; capturing and processing tax data; issuing and mailing dividend checks to shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated investment plans and shareholder account registrations.

The top firms Voya paid to sell its mutual funds as of the last calendar year are:

Ameriprise Financial Services, LLC; Broadridge Business Process Outsourcing, LLC; Cetera Financial Holdings, Inc.; Charles Schwab & Co. Inc.; Charles Schwab Trust Bank; Directed Services LLC; Fidelity Brokerage Services, LLC; LPL Financial, LLC; Merrill Lynch, Pierce, Fenner & Smith Inc.; Mid Atlantic Clearing & Settlement Corporation, Inc.; Morgan Stanley; New York Life Insurance & Annuity Corp; Osaic, Inc.; Pershing, LLC; Raymond James & Associates, Inc.; ReliaStar Life Insurance Company of New York; ReliaStar Life Insurance Company of New York; Security Life of Denver Insurance Company; Standard Insurance Company; UBS Financial Services, Inc.; Venerable Insurance & Annuity Company; Voya Financial Advisers, Inc.; Voya Retirement Insurance and Annuity Company; Voya Services Company; and Wells Fargo Clearing Services, LLC.

Your registered representative or broker-dealer could have a financial interest in selling you a particular mutual fund, or the mutual funds of a particular company, to increase the compensation they receive. Please make sure you read fully each mutual fund prospectus and discuss any questions you have with your registered representative.

Dividends and Distributions

The Fund generally distributes most or all of its net earnings in the form of dividends, consisting of ordinary income and capital gains distributions, if any. The Fund distributes capital gains, if any, annually. The Fund also declares dividends and pays dividends consisting of ordinary income, if any, annually.

From time to time a portion of the Fund’s distributions may constitute a return of capital. To comply with U.S. federal tax laws, the Fund may also pay additional distributions of capital gains.

Dividend Reinvestment

Unless you instruct the Fund to pay you dividends in cash, dividends and distributions paid by the Fund will be reinvested in additional shares of the Fund. You may, upon written request or by completing the appropriate section of the Account Application, elect to have all dividends and other distributions paid on shares of the Fund invested in another Voya mutual fund that offers the same class of shares.

B-9

Tax Consequences

The tax discussion in the Fund’s Prospectus is only a summary of certain U.S. federal income tax issues generally affecting the Fund and its shareholders. The following assumes that the Fund's shares will be capital assets in the hands of a shareholder. The Investment Adviser is not obligated to consider the tax consequences related to its management of the Fund's investments or other activities. It is possible that the actions taken by the Fund or the Investment Adviser on the Fund’s behalf could be disadvantageous to shareholders that hold shares through a taxable account. However, such actions likely will have no tax effect on shareholders that invest through a tax-advantaged account. Circumstances among investors may vary, so you are encouraged to discuss an investment in the Fund with your tax advisor.

Distributions. The Fund will distribute all, or substantially all, of its net investment income and net capital gains (i.e., the excess of net long-term capital gains over net short-term capital losses, in each case determined with reference to any loss carryforwards) to its shareholders each year. Although the Fund will not be taxed on amounts it distributes, most shareholders will be taxed on amounts they receive.

Distributions, whether received as cash or reinvested in additional shares, may be subject to U.S. federal income taxes and may also be subject to state, local or non-U.S. taxes. Dividends from net investment income (other than qualified dividend income and capital gain dividends) and distributions of net short-term capital gains are taxable to you as ordinary income under U.S. federal income tax laws whether paid in cash or in additional shares. Distributions properly reported as capital gain dividends are taxable as long-term capital gains regardless of the length of time you have held the shares and whether you were paid in cash or additional shares. Distributions made to a non-corporate shareholder out of “qualified dividend income,” if any, received by the Fund will be subject to tax at the lower rates applicable to long-term capital gains, provided that the shareholder meets certain holding period and other requirements with respect to its shares.

You will be notified annually of the amount of income, dividends and net capital gains distributed by the Fund. If you purchase shares of the Fund through a financial intermediary, that entity will provide this information to you.

Sales, Redemptions and Other Dispositions. Selling, redeeming, or otherwise disposing of your Fund shares is a taxable event and may result in capital gain or loss. A capital gain or capital loss may be realized from a redemption of shares or an exchange of shares between two mutual funds. Any such capital gain or loss realized upon a taxable disposition of shares will generally be long-term if the shares were held for more than one year; otherwise, such gain or loss will be short- term. Any capital loss realized upon a taxable disposition of Fund shares held for six months or less will be treated as a long- term capital loss to the extent of capital gain dividends received with respect to such shares. Additionally, any loss realized on a taxable disposition of Fund shares may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that same Fund within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of the Fund. If disallowed, the loss will be reflected in an adjustment to the tax basis of the shares acquired. You are responsible for any tax liabilities generated by your transactions.

Tax Status of the Fund. The Fund intends to qualify and be eligible for treatment each year as a regulated investment company (“RIC”). A RIC generally is not subject to tax at the fund level on income and gains from investments that are timely distributed to its shareholders. However, the Fund’s failure to qualify as a RIC would result in fund-level taxation and therefore a reduction in income available for distribution and a reduction in the value of Fund shares.

Net Investment Income Tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent their income exceeds certain threshold amounts.

Backup Withholding. The Fund is required to withhold a portion of all taxable dividends, distributions, and redemption proceeds payable to any noncorporate shareholder that does not provide the Fund with the shareholder's correct taxpayer identification number or certification that the shareholder is not subject to backup withholding. This is not an additional tax but can be credited against your U.S. federal income tax liability.

Tax-Advantaged Accounts. Shareholders that invest in the Fund through a tax-advantaged account, such as a qualified retirement plan, generally will not have to pay tax on dividends or gains from the disposition of Fund shares until they are distributed from the account. These accounts are subject to complex tax rules, and you should consult your tax advisor about investing through such an account.

Buying a Dividend. The Fund’s distributions are taxable to shareholders even if they are paid from income or gains earned by the Fund before a shareholder's investment in the Fund (and thus were included in the price the shareholder paid for his or her shares). Such distributions are likely to occur in respect of shares purchased at a time when the Fund's NAV reflects income or gains that are either unrealized or realized but not distributed.

Foreign Shareholders. Foreign shareholders invested in the Fund should consult with their tax advisors as to if and how the U.S. federal income tax law and its withholding requirements apply to them. Generally, the Fund will withhold 30% (or lower applicable treaty rate, if any) on distributions to foreign shareholders.

B-10

Foreign Taxes. Investment income and proceeds received by the Fund from sources within foreign countries may be subject to foreign withholding or other taxes. The United States has entered into tax treaties with many foreign countries which may entitle the Fund to a reduced rate of such taxes or an exemption from taxes on such income or proceeds. It is impossible to determine the effective rate of foreign tax for the Fund in advance since the amount of the assets to be invested within various countries is not known.

If more than 50% in value of the Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if at least 50% of the value of the Fund’s total assets at the close of each quarter of its taxable year is represented by interests in other RICs, the Fund may elect (the “Foreign Election”) to “pass through” to its shareholders the amount of foreign income and similar foreign taxes paid or deemed paid by it. If the Fund so elects, each of its shareholders would be required to include in gross income, even though not actually received, its pro rata share of such foreign taxes paid or deemed paid by the Fund, but would be treated as having paid its pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various limitations) as a foreign tax credit against U.S. federal income tax (but not both). It is anticipated that the Fund will qualify to make the Foreign Election; however, the Fund cannot be certain that it will be eligible to make such an election or that you will be eligible for the foreign tax credit.

Cost Basis Reporting. The U.S. Internal Revenue Service (“IRS”) requires mutual fund companies and brokers to report on IRS Form 1099-B the cost basis on the disposition of Fund shares acquired on or after January 1, 2012 (“covered shares”). If you acquire and hold shares directly through the Fund and not through a financial intermediary, the Fund will use an average cost single category methodology for tracking and reporting your cost basis on covered shares, unless you request, in writing, another cost basis reporting methodology.

Please see the SAI for further information regarding tax matters.

Index Descriptions

The MSCI All Country World ex-US IndexSM captures large- and mid-cap representation across 22 of 23 developed markets countries (excluding the U.S.) and 24 emerging markets countries. With 1,977 constituents, the index covers approximately 85% of the global equity opportunity set outside the U.S.

The MSCI Emerging Markets IndexSM captures large- and mid-capitalization representation across 24 emerging markets countries and covers approximately 85% of the free float-adjusted market capitalization in each country.

Certain information contained herein (the “Information”) is sourced from/copyright of MSCI Inc., MSCI ESG Research LLC, or their affiliates (“MSCI”), or information providers (together, the “MSCI Parties”) and may have been used to calculate scores, signals, or other indicators. The Information is for internal use only and may not be reproduced or disseminated in whole or part without prior written permission. The Information may not be used for, nor does it constitute, an offer to buy or sell, or a promotion or recommendation of, any security, financial instrument or product, trading strategy, or index, nor should it be taken as an indication or guarantee of any future performance. Some funds may be based on or linked to MSCI indexes, and MSCI may be compensated based on the fund’s assets under management or other measures. MSCI has established an information barrier between index research and certain Information. None of the Information in and of itself can be used to determine which securities to buy or sell or when to buy or sell them. The Information is provided “as is” and the user assumes the entire risk of any use it may make or permit to be made of the Information. No MSCI Party warrants or guarantees the originality, accuracy and/or completeness of the Information and each expressly disclaims all express or implied warranties. No MSCI Party shall have any liability for any errors or omissions in connection with any Information herein, or any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

Financial Highlights

The financial highlights table is intended to help you understand the Fund's financial performance for the periods shown. Certain information reflects the financial results for a single share. The total returns in the table represent the rate of return that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and/or distributions). The information, with the exception of the period ending April 30, 2026, has been audited by Ernst & Young LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s Form N-CSR, which is available upon request.

Selected data for a share of beneficial interest outstanding throughout each year or period.

B-11

 

 

 

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

from

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

investment

 

 

 

Less

 

 

 

 

 

Ratios to average net

Supplemental

 

 

 

operations

 

distributions

 

 

 

 

 

 

assets

 

 

data

 

 

Net asset value, beginning

of year or period

Net investment income (loss)

Net realized and unrealized

gain (loss)

Total from investment operations

From net investment

income

From net realized gains

From return of capital

Total distributions

Payment from affiliate

Net asset value, end of year or period

Total Return(1)

Expenses before reductions/additions(2)

Expenses, net of fee waivers

and/or recoupments, if any(2)

Expenses, net of all reductions/additions(2)

Net investment income

(loss)(2)

Net assets, end of year or period

Portfolio turnover rate

Year or

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period

($)

($)

($)

($)

($)

($)

($)

($)

($)

($)

(%)

(%)

(%)

(%)

(%)

($000's)

(%)

ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voya Multi-Manager Emerging Markets Equity Fund

 

 

 

 

 

 

 

 

 

 

 

 

Class W

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

04-30-26+

13.10

0.08•

2.89

2.97

0.76

0.76

15.31

24.05

1.37

1.23

1.23

1.12

25,410

39

10-31-25

10.15

0.14•

3.23

3.37

0.42

0.42

13.10

34.70

1.40

1.22

1.22

1.35

25,835

51

10-31-24

8.61

0.13•

1.59

1.72

0.18

0.18

10.15

20.19

1.50

1.25

1.25

1.35

25,049

37

10-31-23

8.00

0.14•

0.83

0.97

0.36

0.36

8.61

12.22

1.51

1.26

1.26

1.57

13,804

85

10-31-22

14.41

0.19•

(4.32)

(4.13)

0.28

2.00

2.28

8.00

(33.56)

1.44

1.25

1.25

1.84

37,408

53

10-31-21

13.00

0.10•

1.87

1.97

0.12

0.44

0.56

14.41

15.15

1.39

1.25

1.25

0.64

65,102

59

Accompanying Notes to Financial Highlights

(1)Total return is calculated assuming reinvestment of all dividends, capital gain distributions, and return of capital distributions, if any, at net asset value and excluding the deduction of sales charges or contingent deferred sales charges, if applicable.

(2)Ratios reflect operating expenses of the Fund. Expenses before reductions/additions do not reflect amounts reimbursed or recouped by the Investment Adviser and/or the Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or the Distributor or recoupment of previously reimbursed fees by the Investment Adviser, but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by the Fund. Net investment income (loss) is net of all such additions or reductions.

+Unaudited and annualized for periods less than one year.

Calculated using average number of shares outstanding throughout the year or period.

B-12

APPENDIX C: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL AND RECORD OWNERS

The following shareholders owned, of record, beneficially, or both, as of July 24, 2026, 5% or more of the Funds’ outstanding equity securities. The percentage of MM EME Fund owned may include shareholder’s holdings of other share classes of MM EME Fund not involved in the Reorganizations.

IAE Fund

 

Percent of

 

Percentage of

 

Shares and

 

Combined Fund

 

Type of

Percentage

After the

Name and Address of Shareholder

Ownership

of Fund

Reorganization*

[ ]

IHD Fund

 

Percent of

 

Percentage of

 

Shares and

 

Combined Fund

 

Type of

Percentage

After the

Name and Address of Shareholder

Ownership

of Fund

Reorganization*

[ ]

MM EME Fund

 

Percent of

 

Percentage of

 

Class of Shares

 

Combined Fund

 

and Type of

Percentage

After the

Name and Address of Shareholder

Ownership

of Fund

Reorganization*

[ ]

*On a pro forma basis, assuming that the value of the shareholder’s interest in the Fund on the date of consummation of the relevant Reorganization is the same as on July 24, 2026.

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. A control person may have a significant impact on matters submitted to a shareholder vote.

[ ], a [ ], may be deemed a control person of each of [ ]. [ ] is an indirect subsidiary of [ ].

C-1

[Book Code]

PART B

STATEMENT OF ADDITIONAL INFORMATION

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

1-800-992-0180

August 19, 2026

ACQUISITION OF THE ASSETS OF:

BY AND IN EXCHANGE FOR SHARES OF:

Voya Asia Pacific High Dividend Equity Income Fund

Voya Multi-Manager Emerging Markets Equity Fund

 

(A series of Voya Mutual Funds)

Voya Emerging Markets High Dividend Equity Fund

Voya Multi-Manager Emerging Markets Equity Fund

 

(A series of Voya Mutual Funds)

(each, a “Target Fund” and together, the “Target Funds”)

(the “Surviving Fund”)

This Statement of Additional Information (“SAI”) of the Surviving Fund is available to the shareholders of the Target Funds, in connection with proposed transactions whereby all of the assets and liabilities of each respective Target Fund will be transferred to the Surviving Fund in exchange for shares of beneficial interest of the Surviving Fund.

This SAI consists of the cover page, the information set forth below and the following described documents, each of which is incorporated by reference herein and accompanies this SAI:

1.The audited financial statements and other information filed on Form N-CSR which covers the period ended February 28, 2026 for Voya Asia Pacific High Dividend Equity Income Fund (File No. 811-22004);

2.The audited financial statements and other information filed on Form N-CSR which covers the period ended February 28, 2026 for Voya Emerging Markets High Dividend Equity Fund (File No. 811-22438);

3.The Statement of Additional Information, as supplemented, dated February 28, 2026 for the Surviving Fund (File No. 811-07428);

4.The audited financial statements and other information filed on Form N-CSR which covers the period ended October 31,2025 for the Surviving Fund (File No. 811-07428); and

6.The unaudited financial statements and other information filed on Form N-CSRS which covers the sixth-month period ended April 30, 2026 for the Surviving Fund (File No. 811-07428).

No other parts of the annual financial statements and other information filed on Form N-CSR are incorporated herein by reference.

This SAI is not a prospectus. A Proxy Statement/Prospectus dated August 19, 2026, relating to the reorganizations described above (each, a “Reorganization” and together, the “Reorganizations”) may be obtained, without charge, by writing to Voya Investment Management at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034 or by calling 1-800- 992-0180. This SAI should be read in conjunction with the Proxy Statement/Prospectus.

Supplemental Financial Information

Rule 6-11(d)(2) under Regulation S-X requires that, with respect to any fund acquisition, registered investment companies must provide certain supplemental financial information in lieu of pro forma financial statements required by Regulation S-X. For this reason, pro forma financial statements of the Surviving Fund are not included in this SAI.

Following the Reorganizations, the Surviving Fund will be the accounting and performance survivor.

A table showing the fees and expenses of the Target Funds and the Surviving Fund, and the fees and expenses of the Surviving Fund on a pro forma basis after giving effect to the proposed Reorganizations, is included in the section entitled “How do the Annual Fund Operating Expenses Compare?” of the Proxy Statement/Prospectus.

It is currently anticipated that approximately 100% of each Target Fund’s holdings will be sold in advance of the Reorganizations because emerging markets holdings generally cannot be delivered in-kind. A schedule of investments for each Target Fund as of February 28, 2026 is included below. Each investment listed in the attached schedules will be sold in connection with the Reorganizations. Notwithstanding the foregoing, changes may be made to each Target Fund’s portfolio in advance of the Reorganizations and/or the Surviving Fund’s portfolio following the Reorganizations.

There are no material differences in the accounting policies of the Target Funds as compared to those of the Surviving Fund.

(Remainder of this page intentionally left blank.)


Voya Asia Pacific High Dividend

PORTFOLIO OF INVESTMENTS

Equity Income Fund

as of February 28, 2026

 

 

 

 

 

Percentage

 

 

 

of Net

Shares

RA

Value

Assets

COMMON STOCK: 97.6%

 

 

 

Australia: 11.5%

 

 

47,559

ANZ Group Holdings Ltd. $

1,353,558

1.4

14,881

Aristocrat Leisure Ltd.

508,731

0.5

16,831

ASX Ltd.

634,267

0.7

27,186

BHP Group Ltd. - Class

1,103,076

 

 

DI

1.2

7,095

Commonwealth Bank of

880,284

 

 

Australia

0.9

21,524

Computershare Ltd.

474,579

0.5

2,048

CSL Ltd.

214,398

0.2

37,313

Fortescue Metals Group

560,485

 

 

Ltd.

0.6

121,992

Insurance Australia

578,009

 

 

Group Ltd.

0.6

83,715

Medibank Pvt Ltd.

260,905

0.3

4,923

National Australia Bank

171,579

 

 

Ltd.

0.2

3,325

Pro Medicus Ltd.

306,856

0.3

44,146

QBE Insurance Group

685,558

 

 

Ltd.

0.7

5,960

Rio Tinto Ltd.

708,522

0.8

14,147

Santos Ltd.

68,176

0.1

250,760

Scentre Group

681,624

0.7

217,289

South32 Ltd. - Class DI

711,811

0.8

63,410

Telstra Group Ltd.

233,747

0.2

62,942

Transurban Group

641,673

0.7

9,549

Vicinity Ltd.

16,645

0.0

2,029

WiseTech Global Ltd.

68,688

0.1

 

 

10,863,171

11.5

 

China: 25.0%

 

 

26,000

AAC Technologies

123,588

 

 

Holdings, Inc.

0.1

9,000

Airtac International Group

344,355

0.4

109,200

Alibaba Group Holding

1,976,164

 

 

Ltd.

2.1

252,000

AviChina Industry &

 

 

 

Technology Co. Ltd. -

136,840

 

 

Class H

0.1

251,000

Bank of China Ltd. -

148,529

 

 

Class H

0.2

148,500

Bank of Shanghai Co.

209,677

 

 

Ltd. - Class A

0.2

86,000

Beijing Enterprises

386,779

 

 

Holdings Ltd.

0.4

39,300 (1)

BOC Aviation Ltd.

436,453

0.5

20,000

Bosideng International

12,398

 

 

Holdings Ltd.

0.0

48,000

BYD Electronic

196,955

 

 

International Co. Ltd.

0.2

87,600

Changjiang Securities

101,407

 

 

Co. Ltd. - Class A

0.1

551,000

China CITIC Bank Corp.

506,974

 

 

Ltd. - Class H

0.5

508,000

China Communications

 

 

 

Services Corp. Ltd. -

288,378

 

 

Class H

0.3

142,960

China Construction Bank

145,447

 

 

Corp. - Class H

0.2

7,800

China Gold International

204,209

 

 

Resources Corp. Ltd.

0.2

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

China (continued)

38,500

China Hongqiao Group

$

173,653

 

 

Ltd.

0.2

152,000

China Mengniu Dairy Co.

 

313,217

 

 

Ltd.

 

0.3

64,000

China Merchants Bank

 

398,125

 

 

Co. Ltd. - Class H

 

0.4

6,000

China Merchants Port

 

13,406

 

 

Holdings Co. Ltd.

 

0.0

296,000

China National Building

 

 

 

 

Material Co. Ltd. - Class

 

256,643

 

 

H

 

0.3

92,812

China Railway Signal &

 

 

 

 

Communication Corp.

 

77,422

 

 

Ltd. - Class A

 

0.1

163,300

China State Construction

 

 

 

 

Engineering Corp. Ltd. -

 

120,003

 

 

Class A

 

0.1

233,700 (1)

China Tower Corp. Ltd. -

 

332,538

 

 

Class H

 

0.4

503,000

Chongqing Rural

 

 

 

 

Commercial Bank Co.

 

378,693

 

 

Ltd. - Class H

 

0.4

13,500

CITIC Securities Co. Ltd.

 

48,323

 

 

- Class H

 

0.1

135,000

CMOC Group Ltd. - Class

 

415,319

 

 

H

 

0.4

3,200

Contemporary Amperex

 

 

 

 

Technology Co. Ltd. -

 

202,210

 

 

Class H

 

0.2

125,000

CRRC Corp. Ltd. - Class

 

92,550

 

 

H

 

0.1

20,200

Dongfang Electric Corp.

 

109,043

 

 

Ltd. - Class A

 

0.1

174,000

Far East Horizon Ltd.

 

171,951

0.2

34,482 (2)

Flat Glass Group Co. Ltd.

 

85,821

 

 

- Class A

 

0.1

489,500

Fosun International Ltd.

 

241,690

0.3

4,800 (1)

Ganfeng Lithium Group

 

42,074

 

 

Co. Ltd. - Class H

 

0.0

43,000

Geely Automobile

 

88,766

 

 

Holdings Ltd.

 

0.1

16,800

GF Securities Co. Ltd. -

 

36,894

 

 

Class H

 

0.0

43,200

Goldwind Science &

 

 

 

 

Technology Co. Ltd. -

 

178,850

 

 

Class A

 

0.2

190,500

Great Wall Motor Co. Ltd.

 

312,150

 

 

- Class H

 

0.3

320,000

Guangdong Investment

 

311,703

 

 

Ltd.

 

0.3

4,541

H World Group Ltd., ADR

 

248,847

0.3

22,000 (1)

Hansoh Pharmaceutical

 

97,944

 

 

Group Co. Ltd.

 

0.1

103,800 (1)

Huatai Securities Co. Ltd.

 

221,992

 

 

- Class H

 

0.2

60,300

Huayu Automotive

 

 

 

 

Systems Co. Ltd. - Class

 

169,843

 

 

A

 

0.2

Voya Asia Pacific High Dividend

PORTFOLIO OF INVESTMENTS

Equity Income Fund

as of February 28, 2026 (continued)

 

 

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

China (continued)

1,016,414

Industrial & Commercial

 

 

 

 

Bank of China Ltd. -

$

835,958

 

 

Class H

0.9

98,000

Inner Mongolia Yitai Coal

 

199,415

 

 

Co. Ltd. - Class B

 

0.2

19,300

Jiangsu Zhongtian

 

 

 

 

Technology Co. Ltd. -

 

81,771

 

 

Class A

 

0.1

12,564

Kanzhun Ltd., ADR

 

202,029

0.2

352,000

Kunlun Energy Co. Ltd.

 

377,325

0.4

56,000

Lenovo Group Ltd.

 

69,122

0.1

3,800

Luxshare Precision

 

 

 

 

Industry Co. Ltd. - Class

 

27,730

 

 

A

 

0.0

140,500 (1)

Meitu, Inc.

 

101,202

0.1

18,800

Midea Group Co. Ltd. -

 

217,615

 

 

Class H

 

0.2

21,000

MINISO Group Holding

 

95,209

 

 

Ltd.

 

0.1

841

Montage Technology Co.

 

20,003

 

 

Ltd. - Class A

 

0.0

63,800

NARI Technology Co. Ltd.

 

253,925

 

 

- Class A

 

0.3

10,400

NetEase, Inc.

 

234,262

0.2

25,900

New Oriental Education &

 

142,442

 

 

Technology Group, Inc.

 

0.2

526,000

People's Insurance Co.

 

 

 

 

Group of China Ltd. -

 

429,677

 

 

Class H

 

0.5

192,000

PICC Property & Casualty

 

396,162

 

 

Co. Ltd. - Class H

 

0.4

56,100

Ping An Bank Co. Ltd. -

 

89,164

 

 

Class A

 

0.1

104,500

Ping An Insurance Group

 

 

 

 

Co. of China Ltd. - Class

 

903,992

 

 

H

 

1.0

137,200

SAIC Motor Corp. Ltd. -

 

286,345

 

 

Class A

 

0.3

41,700

Sany Heavy Industry Co.

 

140,637

 

 

Ltd. - Class A

 

0.1

5,700

Seres Group Co. Ltd. -

 

89,140

 

 

Class A

 

0.1

27,900

Shandong Nanshan

 

 

 

 

Aluminum Co. Ltd. -

 

28,777

 

 

Class A

 

0.0

147,200

Shandong Weigao Group

 

 

 

 

Medical Polymer Co. Ltd.

 

95,777

 

 

- Class H

 

0.1

13,400

Shanghai Allist

 

 

 

 

Pharmaceuticals Co. Ltd.

 

181,203

 

 

- Class A

 

0.2

978Shanghai BOCHU Electronic Technology

 

Corp. Ltd. - Class A

21,610

0.0

58,300

Shanghai International

259,240

 

 

Airport Co. Ltd. - Class A

0.3

34,000

Sino Biopharmaceutical

26,219

 

 

Ltd.

0.0

50,800

Sinopharm Group Co.

136,959

 

 

Ltd. - Class H

0.1

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

China (continued)

2,900

 

Sungrow Power Supply

 

 

 

 

Co. Ltd. - Class A

$

60,932

0.1

73,300

 

TCL Technology Group

53,046

 

 

 

Corp. - Class A

 

0.1

44,100

 

Tencent Holdings Ltd.

2,901,508

3.1

6,722

 

Tencent Music

 

 

 

 

 

Entertainment Group,

98,141

 

 

 

ADR

 

0.1

92,400

 

Tongcheng Travel

 

243,414

 

 

 

Holdings Ltd.

 

0.3

4,150

 

Trip.com Group Ltd.

215,377

0.2

6,126

 

Vipshop Holdings Ltd.,

106,715

 

 

 

ADR

 

0.1

82,000

 

Weichai Power Co. Ltd. -

341,228

 

 

 

Class H

 

0.4

3,600

 

Wilmar International Ltd.

10,008

0.0

24,000

(1)

WuXi AppTec Co. Ltd. -

364,230

 

 

 

Class H

 

0.4

98,400

(1)(2)

Xiaomi Corp. - Class B

435,214

0.5

178,000 (1)

Yadea Group Holdings

259,056

 

 

 

Ltd.

 

0.3

99,500

 

Yangzijiang Shipbuilding

340,088

 

 

 

Holdings Ltd.

 

0.4

44,080

 

Yealink Network

 

 

 

 

 

Technology Corp. Ltd. -

241,256

 

 

 

Class A

 

0.3

27,600

 

Yintai Gold Co. Ltd. -

125,238

 

 

 

Class A

 

0.1

33,600

 

Zhejiang China

 

 

 

 

 

Commodities City Group

72,890

 

 

 

Co. Ltd. - Class A

 

0.1

37,800

 

Zhejiang Chint Electrics

181,961

 

 

 

Co. Ltd. - Class A

 

0.2

9,900

 

Zhejiang Dahua

 

 

 

 

 

Technology Co. Ltd. -

27,773

 

 

 

Class A

 

0.0

52,000

 

Zhejiang Expressway Co.

45,500

 

 

 

Ltd. - Class H

 

0.0

170,500

Zhejiang Longsheng

407,537

 

 

 

Group Co. Ltd. - Class A

0.4

19,600

 

Zhuzhou CRRC Times

110,966

 

 

 

Electric Co. Ltd. - Class H

0.1

104,000

Zijin Mining Group Co.

595,281

 

 

 

Ltd. - Class H

 

0.6

13,400

 

ZTE Corp. - Class H

46,429

0.1

1,250

 

ZTO Express Cayman,

30,178

 

 

 

Inc.

 

0.0

 

 

 

 

23,614,699

25.0

 

 

Hong Kong: 3.1%

 

 

 

16,774

 

AIA Group Ltd.

 

185,043

0.2

43,500

 

CK Asset Holdings Ltd.

275,998

0.3

15,000

 

Hong Kong Exchanges &

801,374

 

 

 

Clearing Ltd.

 

0.8

97,100

 

Link REIT

 

480,051

0.5

25,500

 

Swire Pacific Ltd. -

Class

273,920

 

 

 

A

 

0.3

3,500

 

Techtronic Industries Co.

56,685

 

 

 

Ltd.

 

0.1

576,500 (1)

WH Group Ltd.

 

725,102

0.8

Voya Asia Pacific High Dividend

PORTFOLIO OF INVESTMENTS

Equity Income Fund

as of February 28, 2026 (continued)

 

 

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

Hong Kong (continued)

29,000

Wharf Real Estate

$

106,758

 

 

Investment Co. Ltd.

0.1

 

 

 

2,904,931

3.1

 

India: 11.6%

 

 

 

2,105

Asian Paints Ltd.

 

55,084

0.0

58,215

Bank of Baroda

 

206,233

0.2

76,526

Bharat Electronics Ltd.

 

374,706

0.4

45,311

Bharat Heavy Electricals

 

132,034

 

 

Ltd.

 

0.1

68,741

Bharat Petroleum Corp.

 

291,224

 

 

Ltd.

 

0.3

3,811

BSE Ltd.

 

113,702

0.1

10,605

Coromandel International

 

258,994

 

 

Ltd.

 

0.3

1,655

Cummins India Ltd.

 

89,249

0.1

193,142

GAIL India Ltd.

 

360,402

0.4

1,821

GE Vernova T&D India

 

77,066

 

 

Ltd.

 

0.1

7,814

Godrej Consumer

 

104,662

 

 

Products Ltd.

 

0.1

26,636

HCL Technologies Ltd.

 

407,704

0.4

12,467 (1)

HDFC Asset

 

370,026

 

 

Management Co. Ltd.

 

0.4

31,671

HDFC Bank Ltd.

 

309,584

0.3

662

Hero MotoCorp Ltd.

 

41,596

0.0

6,034

Hindustan Aeronautics

 

259,543

 

 

Ltd.

 

0.3

280

Hitachi Energy India Ltd.

 

78,751

0.1

62,101

ICICI Bank Ltd.

 

944,352

1.0

233,410

Indian Oil Corp. Ltd.

 

481,099

0.5

13,927

Info Edge India Ltd.

 

157,751

0.2

45,782

Infosys Ltd.

 

656,188

0.7

5,206 (1)

LTIMindtree Ltd.

 

256,145

0.3

9,969

Mphasis Ltd.

 

252,005

0.3

294,906

NHPC Ltd.

 

244,307

0.3

87,212

Oil & Natural Gas Corp.

 

268,787

 

 

Ltd.

 

0.3

3,590

Oracle Financial Services

 

274,737

 

 

Software Ltd. - Class 1

 

0.3

3,213

Persistent Systems Ltd.

 

167,676

0.2

16,214

Pidilite Industries Ltd.

 

266,149

0.3

225

Polycab India Ltd.

 

21,318

0.0

54,810

Power Finance Corp. Ltd.

 

249,609

0.3

137,039

Power Grid Corp. of India

 

450,615

 

 

Ltd.

 

0.5

88,557

REC Ltd.

 

341,068

0.4

11,611

Reliance Industries Ltd.

 

178,198

0.2

1,759

Solar Industries India Ltd.

 

261,500

0.3

10,707

Sun Pharmaceutical

 

205,265

 

 

Industries Ltd.

 

0.2

79,171 (2)

Suzlon Energy Ltd.

 

37,203

0.0

18,047

Tata Consultancy

 

524,506

 

 

Services Ltd.

 

0.5

83,191

Tata Steel Ltd.

 

194,510

0.2

22,869

Tech Mahindra Ltd.

 

342,227

0.4

2,967

United Spirits Ltd.

 

45,032

0.0

27,289

UPL Ltd.

 

191,449

0.2

173,503

Wipro Ltd.

 

384,497

0.4

 

 

 

10,926,753

11.6

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

Indonesia: 0.5%

949,300

Bank Central Asia Tbk PT $

405,341

0.4

379,300

Bank Negara Indonesia

99,416

 

 

Persero Tbk PT

0.1

 

 

504,757

0.5

 

Macao: 0.2%

 

 

36,000

Galaxy Entertainment

191,561

 

 

Group Ltd.

0.2

 

Malaysia: 2.2%

 

 

329,900

AMMB Holdings Bhd

544,897

0.6

213,200

CIMB Group Holdings

440,238

 

 

Bhd

0.5

133,000

Malayan Banking Bhd

408,657

0.4

393,500 (1)

MR DIY Group M Bhd

181,023

0.2

240,000

RHB Bank Bhd

517,894

0.5

 

 

2,092,709

2.2

 

New Zealand: 0.5%

 

 

20,438

Fisher & Paykel

499,653

 

 

Healthcare Corp. Ltd.

0.5

 

Philippines: 0.0%

 

 

146,000

Ayala Land, Inc.

52,906

0.0

 

Singapore: 2.6%

 

 

234,200

CapitaLand Ascendas

497,498

 

 

REIT

0.5

304,900

CapitaLand Integrated

589,887

 

 

Commercial Trust

0.6

16,700

DBS Group Holdings Ltd.

752,255

0.8

43,700

Singapore Exchange Ltd.

627,560

0.7

 

 

2,467,200

2.6

 

South Korea: 17.4%

 

 

3,289

Amorepacific Corp.

345,806

0.4

3,325

DB Insurance Co. Ltd.

422,425

0.5

4,440

Doosan Bobcat, Inc.

200,212

0.2

6,046

Hana Financial Group,

511,415

 

 

Inc.

0.5

2,590

HD Hyundai Co. Ltd.

526,870

0.6

297

HD Hyundai Electric Co.

216,826

 

 

Ltd.

0.2

462

HD Hyundai Heavy

193,474

 

 

Industries Co. Ltd.

0.2

1,221

HD Korea Shipbuilding

 

 

 

& Offshore Engineering

381,935

 

 

Co. Ltd.

0.4

1,005

Hyundai Mobis Co. Ltd.

361,250

0.4

7,144

KB Financial Group, Inc.

788,470

0.8

6,239

Kia Corp.

890,852

0.9

6,151

Korea Electric Power

247,234

 

 

Corp.

0.3

1,037

LG Chem Ltd.

301,537

0.3

265

LG Corp.

19,830

0.0

36,151

LG Uplus Corp.

415,907

0.4

227

NAVER Corp.

40,101

0.0

3,041

NH Investment &

75,152

 

 

Securities Co. Ltd.

0.1

60

POSCO Holdings, Inc.

17,220

0.0

41,560

Samsung Electronics Co.

6,220,341

 

 

Ltd.

6.6

392

Samsung SDS Co. Ltd.

53,123

0.1

Voya Asia Pacific High Dividend

PORTFOLIO OF INVESTMENTS

Equity Income Fund

as of February 28, 2026 (continued)

 

 

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

South Korea (continued)

10,559

Shinhan Financial Group

$

710,161

 

 

 

 

Co. Ltd.

0.8

 

4,588

SK Hynix, Inc.

 

3,392,333

3.6

 

4,529

Woori Financial Group,

 

113,336

 

 

 

 

Inc.

 

0.1

 

 

 

 

16,445,810

17.4

 

 

Taiwan: 20.7%

 

 

 

 

 

7,000

Accton Technology Corp.

 

308,037

0.3

 

8,000

Advantech Co. Ltd.

 

84,844

0.1

 

3,000

Alchip Technologies Ltd.

 

328,393

0.3

 

1,000

ASPEED Technology, Inc.

 

308,663

0.3

 

27,000

Catcher Technology Co.

 

164,886

 

 

 

 

Ltd.

 

0.2

 

2,000

Chroma ATE, Inc.

 

86,908

0.1

 

359,000

Compal Electronics, Inc.

 

360,155

0.4

 

27,000

Delta Electronics, Inc.

 

1,217,533

1.3

 

6,000

eMemory Technology,

 

477,170

 

 

 

 

Inc.

 

0.5

 

217,000

Far Eastern New Century

 

199,606

 

 

 

 

Corp.

 

0.2

 

3,300

Fortune Electric Co. Ltd.

 

111,313

0.1

 

139,000

Hon Hai Precision

 

1,063,182

 

 

 

 

Industry Co. Ltd.

 

1.1

 

5,000

International Games

 

110,626

 

 

 

 

System Co. Ltd.

 

0.1

 

2,000

Jentech Precision

 

195,033

 

 

 

 

Industrial Co. Ltd.

 

0.2

 

2,000

King Slide Works Co. Ltd.

 

215,230

0.2

 

29,000

Lite-On Technology Corp.

 

158,295

0.2

 

4,000

MediaTek, Inc.

 

246,398

0.3

 

14,426

PharmaEssentia Corp.

 

333,185

0.4

 

20,000

President Chain Store

 

143,237

 

 

 

 

Corp.

 

0.2

 

204,627

Taiwan Semiconductor

 

12,768,355

 

 

 

 

Manufacturing Co. Ltd.

 

13.5

 

195,000

United Microelectronics

 

403,427

 

 

 

 

Corp.

 

0.4

 

39,000

Zhen Ding Technology

 

257,844

 

 

 

 

Holding Ltd.

 

0.3

 

 

 

 

19,542,320

20.7

 

 

Thailand: 1.6%

 

 

 

 

 

1,600

Advanced Info Service

 

19,552

 

 

 

 

PCL

 

0.0

 

11,400

Bumrungrad Hospital

 

77,929

 

 

 

 

PCL

 

0.1

 

267,900

CP AXTRA PCL

 

144,813

0.2

 

37,900

Delta Electronics

 

339,425

 

 

 

 

Thailand PCL

 

0.4

 

6,000

Kasikornbank PCL

 

38,786

0.0

 

423,700

Minor International PCL

 

354,304

0.4

 

106,300

SCB X PCL - Foreign

 

507,546

0.5

 

 

 

 

1,482,355

1.6

 

 

United Kingdom: 0.7%

 

 

 

 

 

84,500

CK Hutchison Holdings

 

695,756

 

 

 

 

Ltd.

 

0.7

 

 

Total Common Stock

 

92,284,581

 

 

 

 

(Cost $59,787,939)

 

 

97.6

 

 

 

 

 

Percentage

 

 

 

 

 

of Net

Shares

RA

 

Value

Assets

EXCHANGE-TRADED FUNDS: 1.3%

 

 

 

 

 

11,550

iShares MSCI All Country

$

1,231,230

 

 

 

 

Asia ex Japan ETF

1.3

 

 

Total Exchange-Traded

 

 

 

 

 

 

Funds

 

1,231,230

 

 

 

 

(Cost $1,031,319)

 

1.3

 

 

Total Long-Term

 

 

 

 

 

 

Investments

 

93,515,811

 

 

 

 

(Cost $60,819,258)

 

98.9

 

 

 

 

 

 

 

 

 

 

 

 

 

SHORT-TERM INVESTMENTS: 1.1%

 

 

 

 

 

 

Mutual Funds: 1.1%

 

 

 

 

 

1,026,000 (3)

Morgan Stanley

 

 

 

 

 

 

Institutional Liquidity

 

 

 

 

 

 

Funds - Government

 

 

 

 

 

 

Portfolio (Institutional

 

 

 

 

 

 

Share Class), 3.590%

 

 

 

 

 

 

(Cost $1,026,000)

$

1,026,000

1.1

 

 

 

 

 

 

 

 

 

Total Short-Term

 

 

 

 

 

 

Investments

 

1,026,000

 

 

 

 

(Cost $1,026,000)

 

1.1

 

 

Total Investments in

 

 

 

 

 

 

Securities

 

 

 

 

 

 

(Cost $61,845,258)

$

94,541,811

100.0

 

 

Liabilities in Excess of

 

 

 

 

 

 

 

 

 

 

 

 

Other Assets

 

(20,371)

0.0

 

 

 

 

 

 

 

 

 

Net Assets

$

94,521,440

100.0

 

 

 

 

 

 

 

 

ADR

American Depositary Receipt

 

 

 

 

(1)Securities with purchases pursuant to Rule 144A or section 4(a)(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualifiied institutional buyers.

(2)Non-income producing security.

(3)Rate shown is the 7-day yield as of February 28, 2026.

 

Percentage

Sector Diversifiication

of Net Assets

Information Technology

35.3%

Financials

21.2

Industrials

9.3

Consumer Discretionary

7.5

Materials

7.3

Communication Services

4.9

Real Estate

2.9

Health Care

2.7

Utilities

2.5

Energy

2.1

Consumer Staples

1.9

Exchange-Traded Funds

1.3

Short-Term Investments

1.1

Liabilities in Excess of Other Assets

0.0

Net Assets

100.0%

 

 

Portfolio holdings are subject to change daily.

Voya Asia Pacific High Dividend

PORTFOLIO OF INVESTMENTS

Equity Income Fund

as of February 28, 2026 (continued)

 

 

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of February 28, 2026 in valuing the assets and liabilities:

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

in Active Markets

 

Signifiicant Other

 

 

Signifiicant

 

 

 

 

 

for Identical

 

 

Observable

 

Unobservable

 

 

Fair Value

 

 

Investments

 

 

Inputs#

 

 

Inputs

 

 

at

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

February 28, 2026

Asset Table

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

Australia

$

$

10,863,171

$

$

10,863,171

China

 

1,346,274

 

 

22,268,425

 

 

 

 

23,614,699

Hong Kong

 

725,102

 

 

2,179,829

 

 

 

 

2,904,931

India

 

381,641

 

 

10,545,112

 

 

 

 

10,926,753

Indonesia

 

 

 

504,757

 

 

 

 

504,757

Macao

 

 

 

191,561

 

 

 

 

191,561

Malaysia

 

 

 

2,092,709

 

 

 

 

2,092,709

New Zealand

 

 

 

499,653

 

 

 

 

499,653

Philippines

 

 

 

52,906

 

 

 

 

52,906

Singapore

 

 

 

2,467,200

 

 

 

 

2,467,200

South Korea

 

 

 

16,445,810

 

 

 

 

16,445,810

Taiwan

 

 

 

19,542,320

 

 

 

 

19,542,320

Thailand

 

 

 

1,482,355

 

 

 

 

1,482,355

United Kingdom

 

 

 

695,756

 

 

 

 

695,756

Total Common Stock

 

2,453,017

 

 

89,831,564

 

 

 

 

92,284,581

Exchange-Traded Funds

 

1,231,230

 

 

 

 

 

 

1,231,230

Short-Term Investments

 

1,026,000

 

 

 

 

 

 

1,026,000

Total Investments, at fair value

$

4,710,247

$

89,831,564

$

$

94,541,811

Liabilities Table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Financial Instruments+

 

 

 

 

 

 

 

 

 

 

 

Written Options

$

 

$

(361,728)

 

$

 

$

(361,728)

Total Liabilities

$

$

(361,728)

$

$

(361,728)

 

 

 

 

 

 

 

 

 

 

 

 

^

#

+

See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

The earlier close of the foreign markets gives rise to the possibility that signifiicant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a portion of the Fund’s investments are categorized as Level 2 investments.

Other Financial Instruments may include open forward foreign currency contracts, futures, centrally cleared swaps, OTC swaps and written options. Forward foreign currency contracts, futures and centrally cleared swaps are fair valued at the unrealized appreciation (depreciation) on the instrument. OTC swaps and written options are valued at the fair value of the instrument.

At February 28, 2026, the following OTC written equity options were outstanding for Voya Asia Pacific

High

Dividend Equity Income Fund:

 

 

 

 

Put/

Expiration

 

Exercise

Number of

 

Notional

 

Premiums

 

 

Description

Counterparty

Call

Date

 

Price

Contracts

 

Amount

 

Received

 

Fair Value

iShares MSCI Australia

Royal Bank of

 

 

 

 

 

 

 

 

 

 

 

 

ETF

Canada

Call

03/20/26

USD

30.220

47,138

USD

1,418,382

$

16,941

 

$

(25,097)

iShares MSCI

JPMorgan Chase

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Markets ETF

Bank N.A.

Call

03/20/26

USD

63.430

173,244

USD

10,841,610

 

169,554

 

 

(185,998)

iShares MSCI

JPMorgan Chase

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Markets ETF

Bank N.A.

Call

03/20/26

USD

63.900

173,244

USD

10,841,610

 

136,083

 

 

(150,633)

 

 

 

 

 

 

 

 

 

$

322,578

 

$

(361,728)

Currency Abbreviations:

USD — United States Dollar

Voya Asia Pacific High Dividend

PORTFOLIO OF INVESTMENTS

Equity Income Fund

as of February 28, 2026 (continued)

 

 

A summary of derivative instruments by primary risk exposure is outlined in the following tables.

The fair value of derivative instruments as of February 28, 2026 was as follows:

 

 

Location on Statement

 

 

Derivatives not accounted for as hedging instruments

 

of Assets and Liabilities

 

Fair Value

Liability Derivatives

 

 

 

 

 

Equity contracts

Written options, at fair value

$

361,728

Total Liability Derivatives

 

 

 

$

361,728

 

 

 

 

 

 

The effect of derivative instruments on the Fund's Statement of Operations for the year ended February 28, 2026 was as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income

 

 

Written

Derivatives not accounted for as hedging instruments

 

options

Equity contracts

$

(2,998,101)

 

 

 

Total

$

(2,998,101)

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income

 

 

Written

Derivatives not accounted for as hedging instruments

 

options

Equity contracts

$

(341,945)

Total

 

 

$

(341,945)

 

 

 

 

 

 

The following is a summary by counterparty of the fair value of OTC derivative instruments subject to Master Netting Agreements and collateral pledged (received), if any, at February 28, 2026:

 

 

JPMorgan

 

 

 

 

 

 

 

Chase Bank

Royal Bank of

 

 

Total

 

 

N.A.

 

Canada

 

 

Liabilities:

 

 

 

 

 

 

 

Written options

$

336,631

$

25,097

$

361,728

Total Liabilities

$

336,631

$

25,097

$

361,728

Net OTC derivative instruments by counterparty, at fair value

 

 

 

 

 

 

 

$

(336,631)

$

(25,097)

$

(361,728)

Total collateral pledged by the Fund/(Received from counterparty)

 

 

 

 

 

 

$

— $

25,097

 

$

25,097

Net Exposure(1),(2)

$

(336,631)

$

$

(336,631)

 

 

 

 

 

 

 

 

(1)Positive net exposure represents amounts due from each respective counterparty. Negative exposure represents amounts due from the Fund. Please refer to Note 2 for additional details regarding counterparty credit risk and credit related contingent features.

(2)At February 28, 2026, the Fund had pledged $260,000 in cash collateral to Royal Bank of Canada. Excess cash collateral, if any, is not shown for financial reporting purposes.

At February 28, 2026, the aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments on a tax basis were:

Cost for U.S. federal income tax purposes was $63,193,473.

 

Net unrealized appreciation consisted of:

 

 

Gross Unrealized Appreciation

$

34,099,928

Gross Unrealized Depreciation

 

(2,966,536)

 

 

 

Net Unrealized Appreciation

$

31,133,392

 

 

 


Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026

 

 

 

 

 

 

Percentage

 

 

 

 

of Net

Shares

RA

 

Value

Assets

COMMON STOCK: 95.5%

 

 

 

 

Australia: 0.6%

 

 

 

6,371

Anglogold Ashanti PLC

$

815,064

0.6

 

Brazil: 3.0%

 

 

 

173,400

Caixa Seguridade

 

606,131

 

 

Participacoes S/A

 

0.4

23,900

MBRF Global Foods Co.

 

96,504

 

 

SA

 

0.1

41,400

Porto Seguro SA

 

423,570

0.3

60,500 (1)

Rede D'Or Sao Luiz SA

 

478,548

0.3

35,800

Telefonica Brasil SA

 

302,099

0.2

139,100

TIM SA/Brazil

 

760,281

0.6

32,200

Totvs SA

 

237,802

0.2

70,600

Ultrapar Participacoes SA

 

355,444

0.3

46,200

Vale SA - Foreign

 

797,021

0.6

 

 

 

4,057,400

3.0

 

Chile: 0.3%

 

 

 

3,870,034

Enel Americas SA

 

348,104

0.3

117,795

Enel Chile SA

 

9,860

0.0

 

 

 

357,964

0.3

 

China: 24.7%

 

 

 

24,500

AAC Technologies

 

116,458

 

 

Holdings, Inc.

 

0.1

14,000

Airtac International Group

 

535,664

0.4

161,100

Alibaba Group Holding

 

2,915,385

 

 

Ltd.

 

2.2

56,000

Aluminum Corp. of China

 

100,982

 

 

Ltd. - Class H

 

0.1

425,000

AviChina Industry &

 

 

 

 

Technology Co. Ltd. -

 

230,782

 

 

Class H

 

0.2

75,000

Bank of China Ltd. -

 

44,381

 

 

Class H

 

0.0

164,600

Bank of Shanghai Co.

 

232,409

 

 

Ltd. - Class A

 

0.2

86,000

Beijing Enterprises

 

386,779

 

 

Holdings Ltd.

 

0.3

49,400 (1)

BOC Aviation Ltd.

 

548,620

0.4

53,500

BYD Electronic

 

219,522

 

 

International Co. Ltd.

 

0.2

172,100

Changjiang Securities

 

199,226

 

 

Co. Ltd. - Class A

 

0.1

618,000

China CITIC Bank Corp.

 

568,620

 

 

Ltd. - Class H

 

0.4

624,000

China Communications

 

 

 

 

Services Corp. Ltd. -

 

354,228

 

 

Class H

 

0.3

165,000

China Construction Bank

 

167,870

 

 

Corp. - Class H

 

0.1

12,500

China Gold International

 

327,258

 

 

Resources Corp. Ltd.

 

0.2

36,000

China Hongqiao Group

 

162,377

 

 

Ltd.

 

0.1

15,600 (1)

China International

 

 

 

 

Capital Corp. Ltd. - Class

 

40,204

 

 

H

 

0.0

147,000

China Mengniu Dairy Co.

 

302,914

 

 

Ltd.

 

0.2

89,000

China Merchants Bank

 

553,642

 

 

Co. Ltd. - Class H

 

0.4

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

China (continued)

117,500

China Minsheng Banking

$

60,716

 

 

Corp. Ltd. - Class H

0.0

254,000

China National Building

 

 

 

 

Material Co. Ltd. - Class

 

220,228

 

 

H

 

0.2

68,900

China National Chemical

 

 

 

 

Engineering Co. Ltd. -

 

93,888

 

 

Class A

 

0.1

72,000

China Oilfield Services

 

92,976

 

 

Ltd. - Class H

 

0.1

71,000

China Railway Group Ltd.

 

46,984

 

 

- Class H

 

0.0

74,881

China Railway Signal &

 

 

 

 

Communication Corp.

 

62,464

 

 

Ltd. - Class A

 

0.0

25,500

China Resources Land

 

103,063

 

 

Ltd.

 

0.1

310,300

China State Construction

 

 

 

 

Engineering Corp. Ltd. -

 

228,028

 

 

Class A

 

0.2

277,200 (1)

China Tower Corp. Ltd. -

 

394,435

 

 

Class H

 

0.3

19,400

China XD Electric Co.

 

45,422

 

 

Ltd. - Class A

 

0.0

523,000

Chongqing Rural

 

 

 

 

Commercial Bank Co.

 

393,751

 

 

Ltd. - Class H

 

0.3

39,000

CITIC Securities Co. Ltd.

 

139,600

 

 

- Class H

 

0.1

195,000

CMOC Group Ltd. - Class

 

599,905

 

 

H

 

0.4

5,300

Contemporary Amperex

 

 

 

 

Technology Co. Ltd. -

 

334,910

 

 

Class H

 

0.3

364,000

CRRC Corp. Ltd. - Class

 

269,505

 

 

H

 

0.2

60,600

Dongfang Electric Corp.

 

327,128

 

 

Ltd. - Class A

 

0.2

429,000

Far East Horizon Ltd.

 

423,949

0.3

50,876 (2)

Flat Glass Group Co. Ltd.

 

126,623

 

 

- Class A

 

0.1

701,000

Fosun International Ltd.

 

346,118

0.3

7,800 (1)

Ganfeng Lithium Group

 

68,371

 

 

Co. Ltd. - Class H

 

0.1

15,000

Geely Automobile

 

30,965

 

 

Holdings Ltd.

 

0.0

80,200

GF Securities Co. Ltd. -

 

176,123

 

 

Class H

 

0.1

61,400

Goldwind Science &

 

 

 

 

Technology Co. Ltd. -

 

254,199

 

 

Class A

 

0.2

208,000

Great Wall Motor Co. Ltd.

 

340,825

 

 

- Class H

 

0.3

374,000

Guangdong Investment

 

364,303

 

 

Ltd.

 

0.3

6,818

H World Group Ltd., ADR

 

373,626

0.3

36,000 (1)

Hansoh Pharmaceutical

 

160,272

 

 

Group Co. Ltd.

 

0.1

5,300

Hengtong Optic-electric

 

36,598

 

 

Co. Ltd. - Class A

 

0.0

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026 (continued)

 

 

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

China (continued)

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

China (continued)

137,200 (1)

Huatai Securities Co. Ltd.

$

293,423

 

17,600

Shanghai Allist

 

 

 

 

- Class H

0.2

 

Pharmaceuticals Co. Ltd.

$

237,998

 

23,100

Huayu Automotive

 

 

 

 

- Class A

0.2

 

Systems Co. Ltd. - Class

 

65,064

 

4,351

Shanghai BOCHU

 

 

 

 

A

 

0.1

 

Electronic Technology

 

96,142

 

1,201,592

Industrial & Commercial

 

 

 

 

Corp. Ltd. - Class A

 

0.1

 

Bank of China Ltd. -

 

988,260

 

58,900

Shanghai International

 

261,908

 

 

Class H

 

0.7

 

Airport Co. Ltd. - Class A

 

0.2

129,900

Inner Mongolia Yitai Coal

 

264,327

 

27,200

Shanghai Putailai New

 

 

 

 

Co. Ltd. - Class B

 

0.2

 

Energy Technology Co.

 

112,691

 

1,300

Jiangsu Hengrui

 

 

 

 

Ltd. - Class A

 

0.1

 

Pharmaceuticals Co. Ltd.

 

10,695

 

50,000

Sino Biopharmaceutical

 

38,557

 

 

- Class A

 

0.0

 

Ltd.

 

0.0

74,900

Jiangsu Zhongtian

 

 

 

43,200

Sinopharm Group Co.

 

116,469

 

 

Technology Co. Ltd. -

 

317,338

 

 

Ltd. - Class H

 

0.1

 

Class A

 

0.2

6,600

Sungrow Power Supply

 

138,673

 

17,473

Kanzhun Ltd., ADR

 

280,966

0.2

 

Co. Ltd. - Class A

 

0.1

384,000

Kunlun Energy Co. Ltd.

 

411,627

0.3

179,400

TCL Technology Group

 

129,828

 

76,000

Lenovo Group Ltd.

 

93,809

0.1

 

Corp. - Class A

 

0.1

4,900

Luxshare Precision

 

 

 

68,700

Tencent Holdings Ltd.

 

4,520,036

3.3

 

Industry Co. Ltd. - Class

 

35,757

 

9,917

Tencent Music

 

 

 

 

A

 

0.0

 

Entertainment Group,

 

144,788

 

183,500 (1)

Meitu, Inc.

 

132,175

0.1

 

ADR

 

0.1

24,500

Midea Group Co. Ltd. -

 

283,593

 

14,000

Tingyi Cayman Islands

 

23,379

 

 

Class H

 

0.2

 

Holding Corp.

 

0.0

25,000

MINISO Group Holding

 

113,344

 

111,600

Tongcheng Travel

 

293,993

 

 

Ltd.

 

0.1

 

Holdings Ltd.

 

0.2

2,095

Montage Technology Co.

 

49,829

 

7,650

Trip.com Group Ltd.

 

397,021

0.3

 

Ltd. - Class A

 

0.0

11,055

Vipshop Holdings Ltd.,

 

192,578

 

87,800

NARI Technology Co. Ltd.

 

349,446

 

 

ADR

 

0.1

 

- Class A

 

0.3

139,000

Weichai Power Co. Ltd. -

 

578,422

 

18,000

NetEase, Inc.

 

405,453

0.3

 

Class H

 

0.4

35,700

New Oriental Education &

 

196,339

 

25,300 (1)

WuXi AppTec Co. Ltd. -

 

383,959

 

 

Technology Group, Inc.

 

0.1

 

Class H

 

0.3

6,800

Ningbo Deye Technology

 

103,532

 

163,400 (1)(2)

Xiaomi Corp. - Class B

 

722,704

0.5

 

Co. Ltd. - Class A

 

0.1

168,000 (1)

Yadea Group Holdings

 

244,503

 

626,000

People's Insurance Co.

 

 

 

 

Ltd.

 

0.2

 

Group of China Ltd. -

 

511,365

 

48,600

Yealink Network

 

 

 

 

Class H

 

0.4

 

Technology Corp. Ltd. -

 

265,994

 

260,000

PICC Property & Casualty

 

536,470

 

 

Class A

 

0.2

 

Co. Ltd. - Class H

 

0.4

68,200

Yintai Gold Co. Ltd. -

 

309,465

 

109,700

Ping An Bank Co. Ltd. -

 

174,354

 

 

Class A

 

0.2

 

Class A

 

0.1

14,000

Yutong Bus Co. Ltd. -

 

60,630

 

134,500

Ping An Insurance Group

 

 

 

 

Class A

 

0.0

 

Co. of China Ltd. - Class

 

1,163,512

 

36,500

Zhaojin Mining Industry

 

160,893

 

 

H

 

0.9

 

Co. Ltd. - Class H

 

0.1

149,300

SAIC Motor Corp. Ltd. -

 

311,598

 

43,800

Zhejiang China

 

 

 

 

Class A

 

0.2

 

Commodities City Group

 

95,017

 

82,200

Sany Heavy Industry Co.

 

277,227

 

 

Co. Ltd. - Class A

 

0.1

 

Ltd. - Class A

 

0.2

59,600

Zhejiang Chint Electrics

 

286,902

 

4,900

Seres Group Co. Ltd. -

 

76,629

 

 

Co. Ltd. - Class A

 

0.2

 

Class A

 

0.1

34,700

Zhejiang Dahua

 

 

 

210,800

Shandong Nanshan

 

 

 

 

Technology Co. Ltd. -

 

97,346

 

 

Aluminum Co. Ltd. -

 

217,424

 

 

Class A

 

0.1

 

Class A

 

0.2

196,900

Zhejiang Longsheng

 

470,640

 

76,800

Shandong Weigao Group

 

 

 

 

Group Co. Ltd. - Class A

 

0.4

 

Medical Polymer Co. Ltd.

 

49,970

 

64,200

Zhuzhou CRRC Times

 

363,471

 

 

- Class H

 

0.0

 

Electric Co. Ltd. - Class H

 

0.3

 

 

 

 

 

144,000

Zijin Mining Group Co.

 

824,236

 

 

 

 

 

 

 

Ltd. - Class H

 

0.6

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026 (continued)

 

 

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

China (continued)

14,200

ZTE Corp. - Class H

$

49,201

0.0

 

 

 

33,453,266

24.7

 

Greece: 1.2%

 

 

 

55,215

Alpha Bank SA

 

242,859

0.2

72,941

Eurobank SA

 

337,969

0.2

21,851

National Bank of Greece

 

355,443

 

 

SA

 

0.3

9,444

OPAP SA

 

176,313

0.1

59,235

Piraeus Bank SA

 

568,336

0.4

 

 

 

1,680,920

1.2

 

Hungary: 0.9%

 

 

 

4,855

OTP Bank Nyrt

 

598,585

0.4

16,728

Richter Gedeon Nyrt

 

626,295

0.5

 

 

 

1,224,880

0.9

 

India: 12.1%

 

 

 

3,158

ABB India Ltd.

 

210,951

0.2

7,121

Asian Paints Ltd.

 

186,345

0.1

39,558

Bank of Baroda

 

140,139

0.1

130,778

Bharat Electronics Ltd.

 

640,348

0.5

90,904

Bharat Heavy Electricals

 

264,889

 

 

Ltd.

 

0.2

90,114

Bharat Petroleum Corp.

 

381,772

 

 

Ltd.

 

0.3

183

Bharti Airtel Ltd.

 

3,789

0.0

5,946

BSE Ltd.

 

177,400

0.1

13,978

CG Power & Industrial

 

111,440

 

 

Solutions Ltd.

 

0.1

14,618

Coromandel International

 

356,999

 

 

Ltd.

 

0.3

7,834

Cummins India Ltd.

 

422,463

0.3

187,827

GAIL India Ltd.

 

350,485

0.3

4,182

GE Vernova T&D India

 

176,986

 

 

Ltd.

 

0.1

11,557

Godrej Consumer

 

154,796

 

 

Products Ltd.

 

0.1

11,739

Havells India Ltd.

 

180,273

0.1

35,689

HCL Technologies Ltd.

 

546,274

0.4

15,258 (1)

HDFC Asset

 

452,864

 

 

Management Co. Ltd.

 

0.3

77,379

HDFC Bank Ltd.

 

756,380

0.6

8,730

Hindustan Aeronautics

 

375,507

 

 

Ltd.

 

0.3

571

Hitachi Energy India Ltd.

 

160,596

0.1

82,261

ICICI Bank Ltd.

 

1,250,920

0.9

295,256

Indian Oil Corp. Ltd.

 

608,574

0.5

16,582

Info Edge India Ltd.

 

187,824

0.1

60,390

Infosys Ltd.

 

865,563

0.6

4,980

Larsen & Toubro Ltd.

 

234,288

0.2

6,031 (1)

LTIMindtree Ltd.

 

296,736

0.2

10,659

Mphasis Ltd.

 

269,448

0.2

220,884

NHPC Ltd.

 

182,985

0.1

136,128

Oil & Natural Gas Corp.

 

419,546

 

 

Ltd.

 

0.3

3,622

Oracle Financial Services

 

277,186

 

 

Software Ltd. - Class 1

 

0.2

4,508

Persistent Systems Ltd.

 

235,258

0.2

17,554

Pidilite Industries Ltd.

 

288,144

0.2

2,516

Polycab India Ltd.

 

238,384

0.2

94,526

Power Finance Corp. Ltd.

 

430,478

0.3

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

India (continued)

128,410

Power Grid Corp. of India

$

422,241

 

 

Ltd.

0.3

115,895

REC Ltd.

 

446,357

0.3

42,112

Reliance Industries Ltd.

 

646,307

0.5

1,744

Siemens Energy India

 

56,259

 

 

Ltd.

 

0.0

2,422

Solar Industries India Ltd.

 

360,065

0.3

15,073

Sun Pharmaceutical

 

288,966

 

 

Industries Ltd.

 

0.2

278,972 (2)

Suzlon Energy Ltd.

 

131,092

0.1

21,834

Tata Consultancy

 

634,569

 

 

Services Ltd.

 

0.5

40,768

Tata Steel Ltd.

 

95,320

0.1

27,320

Tech Mahindra Ltd.

 

408,835

0.3

3,900

Torrent Pharmaceuticals

 

186,021

 

 

Ltd.

 

0.1

8,100

United Spirits Ltd.

 

122,938

0.1

44,040

UPL Ltd.

 

308,967

0.2

16,735

Vedanta Ltd.

 

132,361

0.1

170,192

Wipro Ltd.

 

377,160

0.3

 

 

 

16,453,488

12.1

 

Indonesia: 0.7%

 

 

 

1,373,400

Bank Central Asia Tbk PT

 

586,428

0.4

713,200

Bank Negara Indonesia

 

186,932

 

 

Persero Tbk PT

 

0.1

213,300

Indofood Sukses Makmur

 

82,019

 

 

Tbk PT

 

0.1

470,200

Sumber Alfaria Trijaya

 

46,761

 

 

Tbk PT

 

0.0

32,200

United Tractors Tbk PT

 

54,844

0.1

 

 

 

956,984

0.7

 

Kuwait: 0.3%

 

 

 

196,690

Mobile

 

 

 

 

Telecommunications Co.

 

347,590

 

 

KSCP

 

0.3

 

Malaysia: 1.6%

 

 

 

339,700

AMMB Holdings Bhd

 

561,084

0.4

226,900

CIMB Group Holdings

 

468,527

 

 

Bhd

 

0.4

134,500

Malayan Banking Bhd

 

413,265

0.3

337,200 (1)

MR DIY Group M Bhd

 

155,123

0.1

251,600

RHB Bank Bhd

 

542,926

0.4

 

 

 

2,140,925

1.6

 

Mexico: 1.3%

 

 

 

388,700

Alfa SAB de CV - Class A

 

435,600

0.3

336,778

Fibra Uno Administracion

 

583,915

 

 

SA de CV

 

0.4

22,500

Fomento Economico

 

252,972

 

 

Mexicano SAB de CV

 

0.2

1,995

Grupo Aeroportuario del

 

 

 

 

Sureste SAB de CV -

 

71,859

 

 

Class B

 

0.1

37,800

Grupo Financiero Banorte

 

429,821

 

 

SAB de CV - Class O

 

0.3

 

 

 

1,774,167

1.3

 

Peru: 0.7%

 

 

 

5,863

Cia de Minas

 

256,037

 

 

Buenaventura SAA, ADR

 

0.2

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026 (continued)

 

 

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

Peru (continued)

1,931

Credicorp Ltd.

$

668,860

0.5

 

 

 

924,897

0.7

 

Philippines: 0.3%

 

 

 

263,900

Ayala Land, Inc.

 

95,630

0.1

33,020

Bank of the Philippine

 

66,424

 

 

Islands

 

0.0

71,970

Metropolitan Bank & Trust

 

96,101

 

 

Co.

 

0.1

8,260

SM Investments Corp.

 

100,985

0.1

 

 

 

359,140

0.3

 

Poland: 0.7%

 

 

 

13,926

Polski Koncern Naftowy

 

448,545

 

 

ORLEN SA

 

0.3

4,827

Powszechna Kasa

 

 

 

 

Oszczednosci Bank

 

125,061

 

 

Polski SA

 

0.1

19,975

Powszechny Zaklad

 

378,443

 

 

Ubezpieczen SA

 

0.3

 

 

 

952,049

0.7

 

Qatar: 1.5%

 

 

 

519,972

Barwa Real Estate Co.

 

365,790

0.3

114,767

Ooredoo QPSC

 

427,335

0.3

67,738

Qatar Electricity & Water

 

274,412

 

 

Co. QSC

 

0.2

33,467

Qatar Islamic Bank SAQ

 

217,724

0.2

133,215

Qatar National Bank

 

706,138

 

 

QPSC

 

0.5

 

 

 

1,991,399

1.5

 

Russia: —%

 

 

 

354,185 (2)(3)

Alrosa PJSC

 

10,144,776 (2)(3)

Inter RAO UES PJSC

 

15,442 (2)(3)

Lukoil PJSC

 

9,459 (2)(3)

Magnit PJSC

 

116,758 (2)(3)

Mobile TeleSystems

 

 

 

PJSC

 

4,585 (2)(3)

Severstal PAO

 

130,134 (2)(3)

Surgutneftegas PJSC

 

125,422 (2)(3)

Tatneft PJSC

 

 

 

 

 

Saudi Arabia: 1.9%

 

 

 

79,044

Arab National Bank

 

433,619

0.3

15,605

Etihad Etisalat Co.

 

267,115

0.2

2,387

Mouwasat Medical

 

40,498

 

 

Services Co.

 

0.0

34,111

Saudi Basic Industries

 

492,899

 

 

Corp.

 

0.4

35,340

Saudi Investment Bank

 

127,193

0.1

89,518

Saudi National Bank

 

994,724

0.7

28,955

Yanbu National

 

194,640

 

 

Petrochemical Co.

 

0.2

 

 

 

2,550,688

1.9

 

South Africa: 2.7%

 

 

 

55,650

Absa Group Ltd.

 

951,046

0.7

138

Anglo American Platinum

 

16,203

 

 

Ltd.

 

0.0

2,390

Bid Corp. Ltd.

 

63,059

0.1

18,176

Gold Fields Ltd.

 

1,065,223

0.8

 

 

 

 

Percentage

 

 

 

 

of Net

Shares

RA

Value

Assets

COMMON STOCK: (continued)

 

 

 

South Africa (continued)

 

 

25,098

Harmony Gold Mining

 

 

 

Co. Ltd.

$

571,098

0.4

9,760

Naspers Ltd. - Class N

543,151

0.4

27,538

Shoprite Holdings Ltd.

457,452

0.3

4,640 (2)

Sibanye Stillwater Ltd.

20,612

0.0

 

 

 

3,687,844

2.7

 

South Korea: 17.4%

 

 

3,744

Amorepacific

Corp.

393,645

0.3

4,185

DB Insurance Co. Ltd.

531,684

0.4

6,752

Doosan Bobcat, Inc.

304,466

0.2

7,108

Hana Financial Group,

601,246

 

 

Inc.

 

0.4

3,109

HD Hyundai Co. Ltd.

632,447

0.5

654

HD Hyundai Electric Co.

477,456

 

 

Ltd.

 

0.4

816

HD Hyundai Heavy

341,720

 

 

Industries Co. Ltd.

0.3

500

HD Hyundai Marine

64,024

 

 

Solution Co. Ltd.

0.1

1,700

HD Korea Shipbuilding

 

 

 

& Offshore Engineering

531,769

 

 

Co. Ltd.

 

0.4

718

Hyundai Mobis Co. Ltd.

258,087

0.2

381

Hyundai Rotem Co. Ltd.

60,915

0.1

8,394

KB Financial Group, Inc.

926,430

0.7

7,015

Kia Corp.

 

1,001,655

0.7

7,214

Korea Electric Power

289,960

 

 

Corp.

 

0.2

1,434

Korea Investment

257,853

 

 

Holdings Co. Ltd.

0.2

1,550

LG Chem Ltd.

 

450,706

0.3

4,181

LG Corp.

 

312,861

0.2

821

LG Electronics, Inc.

83,057

0.1

990

LG H&H Co. Ltd.

183,707

0.1

37,148

LG Uplus Corp.

427,377

0.3

827

NAVER Corp.

 

146,093

0.1

7,791

NH Investment &

192,540

 

 

Securities Co. Ltd.

0.1

921

POSCO Holdings, Inc.

264,328

0.2

596

Samsung C&T Corp.

145,241

0.1

59,139

Samsung Electronics Co.

8,851,413

 

 

Ltd.

 

6.5

1,277

Samsung SDS Co. Ltd.

173,058

0.1

12,070

Shinhan Financial Group

811,786

 

 

Co. Ltd.

 

0.6

6,468

SK Hynix, Inc.

 

4,782,391

3.5

6,144

Woori Financial Group,

153,751

 

 

Inc.

 

0.1

 

 

 

23,651,666

17.4

 

Taiwan: 20.6%

 

 

10,000

Accton Technology Corp.

440,053

0.3

16,000

Advantech Co. Ltd.

169,687

0.1

4,000

Alchip Technologies Ltd.

437,858

0.3

1,000

ASPEED Technology, Inc.

308,663

0.2

4,000

Asustek Computer, Inc.

67,592

0.1

23,000

Catcher Technology Co.

140,459

 

 

Ltd.

 

0.1

3,000

Chroma ATE, Inc.

130,362

0.1

416,000

Compal Electronics, Inc.

417,338

0.3

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026 (continued)

 

 

Percentage

of Net

SharesRAValue Assets

COMMON STOCK: (continued)

Taiwan (continued)

36,000

Delta Electronics, Inc.

$

1,623,378

1.2

 

6,000

eMemory Technology,

 

477,170

 

 

 

 

Inc.

 

0.4

 

520,000

Far Eastern New Century

 

478,318

 

 

 

 

Corp.

 

0.4

 

39,000

Far EasTone

 

 

 

 

 

 

Telecommunications Co.

 

114,617

 

 

 

 

Ltd.

 

0.1

 

8,200

Fortune Electric Co. Ltd.

 

276,596

0.2

 

191,000

Hon Hai Precision

 

1,460,919

 

 

 

 

Industry Co. Ltd.

 

1.1

 

11,000

International Games

 

243,376

 

 

 

 

System Co. Ltd.

 

0.2

 

2,000

Jentech Precision

 

195,033

 

 

 

 

Industrial Co. Ltd.

 

0.1

 

2,000

King Slide Works Co. Ltd.

 

215,230

0.2

 

41,000

Lite-On Technology Corp.

 

223,797

0.2

 

7,000

MediaTek, Inc.

 

431,197

0.3

 

17,975

PharmaEssentia Corp.

 

415,154

0.3

 

52,000

President Chain Store

 

372,415

 

 

 

 

Corp.

 

0.3

 

290,962

Taiwan Semiconductor

 

18,155,503

 

 

 

 

Manufacturing Co. Ltd.

 

13.4

 

12,000

Teco Electric and

 

31,331

 

 

 

 

Machinery Co. Ltd.

 

0.0

 

26,000

Uni-President Enterprises

 

60,116

 

 

 

 

Corp.

 

0.0

 

265,000

United Microelectronics

 

548,247

 

 

 

 

Corp.

 

0.4

 

1,000

Wiwynn Corp.

 

125,671

0.1

 

50,000

Zhen Ding Technology

 

330,569

 

 

 

 

Holding Ltd.

 

0.2

 

 

 

 

27,890,649

20.6

 

 

Thailand: 1.6%

 

 

 

 

 

16,500

Advanced Info Service

 

201,625

 

 

 

 

PCL

 

0.1

 

18,700

Bumrungrad Hospital

 

127,830

 

 

 

 

PCL

 

0.1

 

123,200

Charoen Pokphand

 

83,143

 

 

 

 

Foods PCL

 

0.1

 

308,000

CP AXTRA PCL

 

166,489

0.1

 

53,400

Delta Electronics

 

478,241

 

 

 

 

Thailand PCL

 

0.4

 

25,800

Kasikornbank PCL

 

166,782

 

 

 

 

- Foreign

 

0.1

 

491,200

Minor International PCL

 

410,749

0.3

 

123,000

SCB X PCL - Foreign

 

587,282

0.4

 

 

 

 

2,222,141

1.6

 

 

United Arab Emirates: 1.4%

 

 

 

 

188,226

Aldar Properties PJSC

 

553,467

0.4

 

406,348

Dubai Electricity & Water

 

332,049

 

 

 

 

Authority PJSC

 

0.2

 

47,247

Emaar Development

 

248,902

 

 

 

 

PJSC

 

0.2

 

184,252

Emaar Properties PJSC

 

813,181

0.6

 

 

 

 

1,947,599

1.4

 

 

Total Common Stock

 

129,440,720

 

 

 

 

(Cost $85,173,321)

 

 

95.5

 

Percentage

of Net

SharesRAValue Assets

EXCHANGE-TRADED FUNDS: 1.2%

26,196

iShares MSCI Emerging

$

1,639,346

 

 

 

 

Markets ETF

1.2

 

 

Total Exchange-Traded

 

 

 

 

 

 

Funds

 

1,639,346

 

 

 

 

(Cost $1,257,864)

 

1.2

 

 

 

 

 

 

 

PREFERRED STOCK: 2.1%

 

 

 

 

 

 

Brazil: 2.1%

 

 

 

 

 

44,200

Axia Energia

 

578,441

0.4

 

49,900

Banco Bradesco SA -

 

206,063

 

 

 

 

Preference Shares

 

0.2

 

131,722

Itau Unibanco Holding SA

 

1,193,504

0.9

 

251,542

Itausa SA

 

700,677

0.5

 

15,275

Petroleo Brasileiro SA

 

117,725

0.1

 

 

 

 

2,796,410

2.1

 

 

Total Preferred Stock

 

2,796,410

 

 

 

 

(Cost $1,734,178)

 

2.1

 

 

Total Long-Term

 

 

 

 

 

 

Investments

 

133,876,476

 

 

 

 

(Cost $88,165,363)

 

98.8

 

 

 

 

 

 

 

 

 

 

 

 

 

SHORT-TERM INVESTMENTS: 0.5%

 

 

 

 

 

 

Mutual Funds: 0.5%

 

 

 

 

 

705,000 (4)

Morgan Stanley

 

 

 

 

 

 

Institutional Liquidity

 

 

 

 

 

 

Funds - Government

 

 

 

 

 

 

Portfolio (Institutional

 

 

 

 

 

 

Share Class), 3.590%

 

 

 

 

 

 

(Cost $705,000)

$

705,000

0.5

 

 

 

 

 

 

 

 

 

Total Short-Term

 

 

 

 

 

 

Investments

 

705,000

 

 

 

 

(Cost $705,000)

 

0.5

 

 

Total Investments in

 

 

 

 

 

 

Securities

 

 

 

 

 

 

(Cost $88,870,363)

$

134,581,476

99.3

 

 

Assets in Excess of

 

 

 

 

 

 

 

 

 

 

 

 

Other Liabilities

 

907,394

0.7

 

 

 

 

 

 

 

 

 

Net Assets

$

135,488,870

100.0

 

 

 

 

 

 

 

 

ADR

American Depositary Receipt

 

 

 

 

(1)Securities with purchases pursuant to Rule 144A or section 4(a)(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualifiied institutional buyers.

(2)Non-income producing security.

(3)For fair value measurement disclosure purposes, security is categorized as Level 3, whose value was determined using significant unobservable inputs.

(4)Rate shown is the 7-day yield as of February 28, 2026.

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

 

 

as of February 28, 2026 (continued)

 

 

 

 

Percentage

 

Sector Diversifiication

of Net Assets

 

Information Technology

34.3%

 

Financials

20.5

 

Industrials

9.6

 

Materials

7.6

 

Communication Services

6.7

 

Consumer Discretionary

6.6

 

Utilities

2.9

 

Energy

2.7

 

Consumer Staples

2.4

 

Health Care

2.3

 

Real Estate

2.0

 

Exchange-Traded Funds

1.2

 

Short-Term Investments

0.5

 

Assets in Excess of Other Liabilities

0.7

 

Net Assets

100.0%

 

 

 

 

Portfolio holdings are subject to change daily.

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026 (continued)

 

 

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of February 28, 2026 in valuing the assets and liabilities:

Quoted Prices

 

 

 

in Active Markets

Signifiicant Other

Signifiicant

 

for Identical

Observable

Unobservable

Fair Value

Investments

Inputs#

Inputs

at

(Level 1)

(Level 2)

(Level 3)

February 28, 2026

Asset Table

 

 

 

Investments, at fair value

 

 

 

Common Stock

 

 

 

Australia

$

$

Brazil

 

4,057,400

 

Chile

 

357,964

 

China

 

1,709,713

 

Greece

 

744,649

 

Hungary

 

626,295

 

India

 

855,704

 

Indonesia

 

 

Kuwait

 

347,590

 

Malaysia

 

 

Mexico

 

1,774,167

 

Peru

 

924,897

 

Philippines

 

263,510

 

Poland

 

 

Qatar

 

980,550

 

Russia

 

 

Saudi Arabia

 

1,614,816

 

South Africa

 

520,511

 

South Korea

 

 

Taiwan

 

 

Thailand

 

 

United Arab Emirates

 

248,902

 

Total Common Stock

 

15,026,668

 

Exchange-Traded Funds

 

1,639,346

 

Preferred Stock

 

2,796,410

 

Short-Term Investments

 

705,000

 

Total Investments, at fair value

$

20,167,424

$

Liabilities Table

 

 

 

 

 

 

Other Financial Instruments+

 

 

 

Written Options

$

$

Total Liabilities

$

$

 

 

 

 

815,064

$

$

815,064

 

 

 

4,057,400

 

 

 

357,964

31,743,553

 

 

 

33,453,266

936,271

 

 

 

1,680,920

598,585

 

 

 

1,224,880

15,597,784

 

 

 

16,453,488

956,984

 

 

 

956,984

 

 

 

347,590

2,140,925

 

 

 

2,140,925

 

 

 

1,774,167

 

 

 

924,897

95,630

 

 

 

359,140

952,049

 

 

 

952,049

1,010,849

 

 

 

1,991,399

 

 

 

935,872

 

 

 

2,550,688

3,167,333

 

 

 

3,687,844

23,651,666

 

 

 

23,651,666

27,890,649

 

 

 

27,890,649

2,222,141

 

 

 

2,222,141

1,698,697

 

 

 

1,947,599

114,414,052

 

 

 

129,440,720

 

 

 

1,639,346

 

 

 

2,796,410

 

 

 

705,000

114,414,052

$

 

$

134,581,476

 

 

 

 

 

 

(759,172)

$

 

$

(759,172)

(759,172)

$

$

(759,172)

 

 

 

 

 

 

^

#

+

See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

The earlier close of the foreign markets gives rise to the possibility that signifiicant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a portion of the Fund’s investments are categorized as Level 2 investments.

Other Financial Instruments may include open forward foreign currency contracts, futures, centrally cleared swaps, OTC swaps and written options. Forward foreign currency contracts, futures and centrally cleared swaps are fair valued at the unrealized appreciation (depreciation) on the instrument. OTC swaps and written options are valued at the fair value of the instrument.

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026 (continued)

 

 

At February 28, 2026, the following OTC written equity options were outstanding for Voya Emerging Markets High Dividend Equity Fund:

 

 

Put/

Expiration

 

Exercise

Number of

 

Notional

 

Premiums

 

 

 

Description

Counterparty

Call

Date

 

Price

Contracts

 

Amount

 

Received

 

 

Fair Value

iShares MSCI

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Markets ETF

Citibank N.A.

Call

03/06/26

USD

60.130

111,675

USD

6,988,622

$

112,859

$

(298,629)

iShares MSCI

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Markets ETF

Citibank N.A.

Call

03/06/26

USD

60.580

111,675

USD

6,988,622

 

93,717

 

 

(254,825)

iShares MSCI

JPMorgan Chase

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Markets ETF

Bank N.A.

Call

03/20/26

USD

63.430

105,871

USD

6,625,407

 

103,616

 

 

(113,665)

iShares MSCI

JPMorgan Chase

 

 

 

 

 

 

 

 

 

 

 

 

Emerging Markets ETF

Bank N.A.

Call

03/20/26

USD

63.900

105,871

USD

6,625,407

 

83,162

 

 

(92,053)

 

 

 

 

 

 

 

 

 

$

393,354

$

(759,172)

Currency Abbreviations:

USD — United States Dollar

A summary of derivative instruments by primary risk exposure is outlined in the following tables.

The fair value of derivative instruments as of February 28, 2026 was as follows:

 

 

Location on Statement

 

 

Derivatives not accounted for as hedging instruments

 

of Assets and Liabilities

 

Fair Value

Liability Derivatives

 

 

 

 

 

Equity contracts

Written options, at fair value

$

759,172

Total Liability Derivatives

 

 

 

$

759,172

 

 

 

 

 

 

The effect of derivative instruments on the Fund's Statement of Operations for the year ended February 28, 2026 was as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income

 

 

Written

Derivatives not accounted for as hedging instruments

 

options

Equity contracts

$

(3,606,788)

 

 

 

Total

$

(3,606,788)

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income

 

 

Written

Derivatives not accounted for as hedging instruments

 

options

Equity contracts

$

(576,676)

Total

 

 

$

(576,676)

 

 

 

Voya Emerging Markets High Dividend

PORTFOLIO OF INVESTMENTS

Equity Fund

as of February 28, 2026 (continued)

 

 

The following is a summary by counterparty of the fair value of OTC derivative instruments subject to Master Netting Agreements and collateral pledged (received), if any, at February 28, 2026:

 

 

 

 

JPMorgan

 

 

 

 

 

 

 

Chase Bank

 

 

Total

 

 

Citibank N.A.

 

N.A.

 

 

Liabilities:

 

 

 

 

 

 

 

Written options

$

553,454

$

205,718

$

759,172

Total Liabilities

$

553,454

$

205,718

$

759,172

Net OTC derivative instruments by counterparty, at fair value

 

 

 

 

 

 

 

$

(553,454)

$

(205,718)

$

(759,172)

Total collateral pledged by the Fund/(Received from counterparty)

 

 

 

 

 

 

 

$

553,454

$

$

553,454

Net Exposure(1),(2)

$

— $

(205,718)

$

(205,718)

 

 

 

 

 

 

 

 

(1)Positive net exposure represents amounts due from each respective counterparty. Negative exposure represents amounts due from the Fund. Please refer to Note 2 for additional details regarding counterparty credit risk and credit related contingent features.

(2)At February 28, 2026, the Fund had pledged $730,000 in cash collateral to Citibank N.A.. Excess cash collateral, if any, is not shown for financial reporting purposes.

At February 28, 2026, the aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments on a tax basis were:

Cost for U.S. federal income tax purposes was $90,569,354.

 

Net unrealized appreciation consisted of:

 

 

Gross Unrealized Appreciation

$

52,455,494

Gross Unrealized Depreciation

 

(9,088,159)

 

 

 

Net Unrealized Appreciation

$

43,367,335

 

 

 


VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

PO Box 43131

Providence, RI 02940-3131

EVERY VOTE IS IMPORTANT

EASY VOTING OPTIONS:

SCAN

The QR code or visit

 www.proxy-direct.com 

to vote your shares

CALL

1-800-337-3503

Follow the recorded instructions

available 24 hours

MAIL

Vote, sign and mail in the

enclosed Business Reply Envelope

VOTE AT THE VIRTUAL MEETING

Visit: meetnow.global/MLXGSMW

on September 28, 2026 at 1:00 p.m. MST.

To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

 

Please detach at perforation before mailing.

PROXY

VOYA ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

 

COMBINED SPECIAL MEETING OF SHAREHOLDERS

 

TO BE HELD ON SEPTEMBER 28, 2026

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned hereby appoints Joanne F. Osberg and Todd Modic, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of Voya Asia Pacific High Dividend Equity Income Fund which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held virtually at the following Website: www.meetnow.global/MLXGSMW on September 28, 2026 at 1:00 p.m. MST, and any adjournment(s) or postponement(s) thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement/Prospectus, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Special Meeting. Please refer to the Proxy

Statement/Prospectus for a discussion of these matters.

If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” the Proposal.  VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

IAE_35256_070726

PLEASE SIGN AND DATE ON THE REVERSE SIDE

xxxxxxxxxxxxxx code

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Special Shareholders Meeting to be held virtually on September 28, 2026.

The Proxy Statement/Prospectus and Notice of Special Meeting are available at:

 www.proxyvote.com/voya 

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement/Prospectus dated August 19, 2026 and upon all other matters as may properly come before the Special Meeting or any adjournments or postponements thereof.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

AProposal THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

 

 

FOR

AGAINST

ABSTAIN

1.

To approve an Agreement and Plan of Reorganization by and between Voya Asia Pacific High Divided Equity

¨

¨

¨

 

Income Fund (“IAE Fund”) and Voya Mutual Funds, a Delaware statutory trust and an open-end investment

 

 

 

 

management company, on behalf of its series, Voya Multi-Manager Emerging Markets Equity Fund (“MM EME

 

 

 

 

Fund”), providing for the reorganization of IAE Fund with and into MM EME Fund.

 

 

 

2.

To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or

 

 

 

 

any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.

 

 

 

BAuthorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below

Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of a corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) ─ Please print date below

Signature 1 ─ Please keep signature within the box

Signature 2 ─ Please keep signature within the box

/ /

Scanner bar code

xxxxxxxxxxxxxx

IAE 35256

xxxxxxxx


VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND

PO Box 43131

Providence, RI 02940-3131

EVERY VOTE IS IMPORTANT

EASY VOTING OPTIONS:

SCAN

The QR code or visit

 www.proxy-direct.com 

to vote your shares

CALL

1-800-337-3503

Follow the recorded instructions

available 24 hours

MAIL

Vote, sign and mail in the

enclosed Business Reply Envelope

VOTE AT THE VIRTUAL MEETING

Visit: meetnow.global/MLXGSMW

on September 28, 2026 at 1:00 p.m. MST.

To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

 

Please detach at perforation before mailing.

PROXY

VOYA EMERGING MARKETS HIGH DIVIDEND EQUITY FUND

 

COMBINED SPECIAL MEETING OF SHAREHOLDERS

 

TO BE HELD ON SEPTEMBER 28, 2026

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned hereby appoints Joanne F. Osberg and Todd Modic, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of Voya Emerging Markets High Dividend Equity Fund which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held virtually at the following Website: www.meetnow.global/MLXGSMW on September 28, 2026 at 1:00 p.m. MST, and any adjournment(s) or postponement(s) thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement/Prospectus, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such Special Meeting. Please refer to the Proxy Statement/Prospectus for a discussion of these matters.

If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” the Proposal.  VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

IHD_35256_070726

PLEASE SIGN AND DATE ON THE REVERSE SIDE

xxxxxxxxxxxxxx code

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Special Shareholders Meeting to be held virtually on September 28, 2026.

The Proxy Statement/Prospectus and Notice of Special Meeting are available at:

 www.proxyvote.com/voya 

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement/Prospectus dated August 19, 2026 and upon all other matters as may properly come before the Special Meeting or any adjournments or postponements thereof.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X

AProposal THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

1.To approve an Agreement and Plan of Reorganization with respect to the reorganization by and between Voya Emerging Markets High Dividend Equity Fund ("IHD Fund") and Voya Mutual Funds, a Delaware statutory trust and an open-end investment company, on behalf of its series, Voya Multi-Manager Emerging Markets Equity Fund ("MM EME Fund"), on behalf of its series, MM EME Fund, providing for the reorganization of IHD Fund with and into MM EME Fund.

FOR AGAINST ABSTAIN

¨ ¨ ¨

2.To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.

BAuthorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below

Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of a corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) ─ Please print date below

Signature 1 ─ Please keep signature within the box

Signature 2 ─ Please keep signature within the box

/ /

Scanner bar code

xxxxxxxxxxxxxx

IHD 35256

xxxxxxxx


PART C.
OTHER INFORMATION
Item 15. 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.
Item 16. Exhibits
(1)(a)
(1)(b)
(1)(c)
(1)(d)
(1)(e)
C-1

(1)(f)
(1)(g)
(1)(h)
(1)(i)
(1)(j)
(1)(k)
(1)(l)
(1)(m)
(1)(n)
(1)(o)
(1)(p)
(1)(q)
(1)(r)
(1)(s)
C-2

(1)(t)
(1)(u)
(1)(v)
(1)(w)
(1)(x)
(1)(y)
(1)(z)
(1)(aa)
(1)(bb)
(1)(cc)
(1)(dd)
(1)(ee)
(1)(ff)
C-3

(1)(gg)
(1)(hh)
(1)(ii)
(1)(jj)
(1)(kk)
(1)(ll)
(1)(mm)
(1)(nn)
(1)(oo)
(1)(pp)
(1)(qq)
(1)(rr)
(1)(ss)
(1)(tt)
C-4

(1)(uu)
(1)(vv)
(1)(ww)
(1)(xx)
(1)(yy)
(1)(zz)
(1)(aaa)
(1)(bbb)
(1)(ccc)
(1)(ddd)
(1)(eee)
(1)(fff)
(1)(ggg)
(1)(hhh)
C-5

(1)(iii)
(1)(jjj)
(1)(kkk)
(1)(lll)
(1)(mmm)
(1)(nnn)
(1)(ooo)
(1)(ppp)
(1)(qqq)
(1)(rrr)
(1)(sss)
(1)(ttt)
C-6

(1)(uuu)
(1)(vvv)
(1)(www)
(1)(xxx)
(1)(yyy)
(1)(zzz)
(1)(aaaa)
(1)(bbbb)
(1)(cccc)
(1)(dddd)
(1)(eeee)
(1)(ffff)
(1)(gggg)
(1)(hhhh)
C-7

(1)(iiii)
(1)(jjjj)
(1)(kkkk)
(1)(llll)
(1)(mmmm)
(1)(nnnn)
(1)(oooo)
(1)(pppp)
(1)(qqqq)
(1)(rrrr)
(1)(ssss)
(1)(tttt)
(1)(uuuu)
C-8

(1)(vvvv)
(2)
(3)
Not applicable.
(4)
Form of Agreement and Plan of Reorganization by and between Voya Asia Pacific High Dividend Equity Income
Fund and Voya Emerging Markets High Dividend Equity Fund, and Voya Mutual Funds, on behalf of its series,
Voya Multi-Manager Emerging Markets Equity Fund – Attached as Appendix A to the Combined Proxy
Statement/Prospectus.
(5)
Not applicable.
(6)(a)
(6)(a)(i)
(6)(a)(ii)
(6)(b)
(6)(b)(i)
(6)(b)(ii)
(6)(b)(iii)
(6)(c)
(6)(d)
C-9

(6)(d)(i)
(6)(e)
(6)(e)(i)
(6)(f)
(6)(g)
(6)(h)
(6)(i)
(6)(j)
(6)(j)(i)
(6)(k)
(6)(k)(i)
(7)(a)
(7)(a)(i)
(8)
C-10

(9)(a)
(9)(a)(i)
(9)(a)(ii)
(9)(a)(iii)
(9)(a)(iv)
(9)(a)(v)
(9)(a)(vi)
(9)(a)(vii)
(9)(a)(viii)
(9)(a)(ix)
(9)(a)(x)
(9)(a)(xi)
(9)(a)(xii)
(9)(a)(xiii)
(9)(a)(xiv)
C-11

(9)(b)
(9)(b)(i)
(9)(b)(ii)
(9)(b)(iii)
(9)(b)(iv)
(9)(c)
(9)(c)(i)
(9)(c)(ii)
(9)(d)
(9)(d)(i)
(10)(a)
(10)(a)(i)
(10)(b)
(10)(b)(i)
(10)(c)
C-12

(10)(c)(i)
(10)(d)
(10)(d)(i)
(11)
(12)(a)
Opinion and Consent of Counsel Supporting Tax Matters and Consequences for Voya Asia Pacific High Dividend
Equity Income Fund and Voya Multi-Manager Emerging Markets Equity Fund – To be filed by subsequent
post-effective amendment.
(12)(b)
Opinion and Consent of Counsel Supporting Tax Matters and Consequences for Voya Emerging Markets High
Dividend Equity Fund and Voya Multi-Manager Emerging Markets Equity Fund – To be filed by subsequent
post-effective amendment.
(13)(a)
(13)(a)(i)
(13)(a)(ii)
(13)(a)(iii)
(13)(a)(iv)
(13)(a)(v)
(13)(a)(vi)
(13)(a)(vii)
C-13

(13)(a)(viii)
(13)(a)(ix)
(13)(a)(x)
(13)(b)
(13)(b)(i)
(13)(b)(ii)
(13)(b)(iii)
(13)(b)(iv)
(13)(b)(v)
(13)(c)
(14)
(15)
Not applicable.
(16)
(17)
Not applicable.
Item 17. Undertakings
1.
The Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act (17 CFR 230.145(c)), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
C-14

2.
The Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
3.
The Registrant agrees to file an executed copy of the opinion of counsel supporting the tax consequences of the proposed reorganization as an amendment to this Registration Statement within a reasonable time after receipt of such opinion.
C-15


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Registrant certifies that it has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and the State of Arizona on the 10th day of July 2026.

VOYA MUTUAL FUNDS

By:

/s/ Joanne F. Osberg

 

Joanne F. Osberg

 

Secretary

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature

Title

Date

Christian G. Wilson*

President, Chief/Principal Executive

July 10, 2026

 

Officer, and Interested Trustee

 

Todd Modic*

Senior Vice President, Chief/Principal

July 10, 2026

 

Financial Officer, and Assistant Secretary

 

Fred Bedoya*

Vice President, Principal Accounting

July 10, 2026

 

Officer, and Treasurer

 

Colleen D. Baldwin*

Trustee

July 10, 2026

John V. Boyer*

Trustee

July 10, 2026

Jody T. Foster*

Trustee

July 10, 2026

Dennis A. Johnson*

Trustee

July 10, 2026

Joseph E. Obermeyer*

Trustee

July 10, 2026

Christopher P. Sullivan*

Trustee

July 10, 2026

Mark R. Wetzel*

Trustee

July 10, 2026

*By: /s/ Joanne F. Osberg

 

 

Joanne F. Osberg

 

 

as Attorney-in-Fact**

 

 

**Powers of Attorney for Christian G. Wilson, Todd Modic, Fred Bedoya, and each Trustee are attached hereto.

1



ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 11 CONSENT OF COUNSEL

EXHIBIT 14 CONSENT OF AUDITOR

EXHIBIT 16 POWERS OF ATTORNEY