As filed with the Securities and Exchange Commission on May 16, 2018
Securities Act File No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. ¨
Post-Effective Amendment No. ¨
Voya Variable Portfolios, Inc.
(Exact Name of Registrant as Specified in Charter)
7337 East Doubletree Ranch Road, Scottsdale, Suite 100, Arizona 85258-2034
(Address of Principal Executive Offices) (Zip Code)
1-800-992-0180
(Registrant’s Area Code and Telephone Number)
Huey P. Falgout, Jr.
Voya Investment Management
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
(Name and Address of Agent for Service)
With copies to:
Elizabeth J. Reza
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 June 22, 2018, 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 ADV, Class I, and Class S shares of Voya Index Plus LargeCap Portfolio
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
(800) 992-0180
President
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034
(800) 992-0180
1. | To approve an Agreement and Plan of Reorganization by and between Large Cap Core Portfolio and Voya Index Plus LargeCap Portfolio (“Index Plus LargeCap Portfolio”), providing for the reorganization of Large Cap Core Portfolio with and into Index Plus LargeCap Portfolio (the “Reorganization”); and |
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. |
Secretary
July 6, 2018
Scheduled for August 7, 2018
ACQUISITION OF THE ASSETS OF: | BY AND IN EXCHANGE FOR SHARES OF: |
Voya Multi-Manager Large Cap Core Portfolio | Voya Index Plus LargeCap Portfolio |
(A series of Voya Investors Trust) | (A series of Voya Variable Portfolios, Inc.) |
7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 | 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 |
(800) 992-0180 | (800) 992-0180 |
for the Shareholder Meeting to be Held on August 7, 2018
By Phone: | (800) 992-0180 |
By Mail: | Voya Investment Management 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258-2034 |
By Internet: | www.voyainvestments.com/vp/literature |
1. | The Statement of Additional Information dated July 6, 2018 relating to this Proxy Statement/Prospectus; |
2. | The Prospectus and Statement of Additional Information dated May 1, 2018 for Large Cap Core Portfolio; and |
3. | The Prospectus and Statement of Additional Information dated May 1, 2018 for Index Plus LargeCap Portfolio. |
In Person: | Public Reference Section 100 F Street, N.E. Washington, D.C. 20549(202) 551-8090 |
By Mail: | U.S. Securities and Exchange Commission Public Reference Section 100 F Street, N.E. Washington, D.C. 20549(Duplication Fee Required) |
By Email: | publicinfo@sec.gov (Duplication Fee Required) |
By Internet: | www.sec.gov |
• | By Internet. The web address and instructions for voting can be found on the enclosed Proxy Ballot or Voting Instruction Card. You will be required to provide your control number located on the Proxy Ballot or Voting Instruction Card. |
• | By Telephone. The toll-free number for telephone voting can be found on the enclosed Proxy Ballot or Voting Instruction Card. You will be required to provide your control number located on the Proxy Ballot or Voting Instruction Card. |
• | By Mail. Mark the enclosed Proxy Ballot or Voting Instruction Card, sign and date it, and return it in the postage-paid envelope we provided. Both joint owners must sign the Proxy Ballot or Voting Instruction Card. |
• | In Person at the Special Meeting. You can vote your shares in person at the Special Meeting. If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at (800) 992-0180. |
• | the transfer of all of the assets of Large Cap Core Portfolio to Index Plus LargeCap Portfolio in exchange for shares of beneficial interest of Index Plus LargeCap Portfolio; |
• | the assumption by Index Plus LargeCap Portfolio of all the liabilities of Large Cap Core Portfolio; |
• | the distribution of shares of Index Plus LargeCap Portfolio to the shareholders of Large Cap Core Portfolio; and |
• | the complete liquidation of Large Cap Core Portfolio. |
• | The Portfolios have similar investment objectives and principal investment strategies. Both Portfolios primarily invest in the securities of large-capitalization companies. |
• | Voya Investments, LLC (“Voya Investments” or the “Adviser”) serves as the investment advisor to each Portfolio. Columbia Management Investment Advisers, LLC and The London Company of Virginia, LLC d/b/a The London Company serve as the sub-advisers to Large Cap Core Portfolio. Voya Investment Management Co. LLC serves as the sub-adviser to Index Plus LargeCap Portfolio. |
• | Each Portfolio is distributed by Voya Investments Distributor, LLC (the “Distributor”). |
• | The shareholders of Large Cap Core Portfolio are expected to benefit from a reduction in gross expenses as shareholders of Index Plus LargeCap Portfolio. In addition, shareholders of Large Cap Core Portfolio are expected to benefit from an expense limitation agreement between the Adviser and Index Plus LargeCap Portfolio, which contractually obligates the Adviser to limit total net expenses of Index Plus LargeCap Portfolio at a rate that is lower than the current net expenses of Large Cap Core Portfolio. |
• | The Reorganization will not affect a shareholder’s right to purchase, redeem, or exchange shares of the Portfolios. In addition, the Reorganization will not affect how shareholders purchase or sell their shares. |
• | The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); accordingly, pursuant to this treatment, neither Large Cap Core Portfolio nor its shareholders, nor Index Plus LargeCap Portfolio nor its shareholders are expected to recognize any gain or loss for federal income tax purposes from the Reorganization. |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio | |
Investment Objective | The Portfolio seeks reasonable income and capital growth. | The Portfolio seeks to outperform the total return performance of the S&P 500® Index while maintaining a market level of risk. |
Annual Portfolio Operating Expenses Expenses you pay each year as a % of the value of your investment |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio1 | Index Plus LargeCap Portfolio Pro Forma1 | ||
Class ADV | ||||
Management Fees | % | 0.73 | 0.45 | 0.45 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.60 | 0.50 | 0.50 |
Other Expenses | % | None | 0.033 | 0.033 |
Total Annual Portfolio Operating Expenses | % | 1.33 | 0.98 | 0.98 |
Waivers and Reimbursements | % | (0.01)2 | None4 | None4 |
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % | 1.32 | 0.98 | 0.98 |
Class I | ||||
Management Fees | % | 0.73 | 0.45 | 0.45 |
Distribution and/or Shareholder Services (12b-1) Fees | % | None | None | None |
Other Expenses | % | None | 0.03 | 0.03 |
Total Annual Portfolio Operating Expenses | % | 0.73 | 0.48 | 0.48 |
Waivers and Reimbursements | % | (0.01)2 | None4 | None4 |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio1 | Index Plus LargeCap Portfolio Pro Forma1 | ||
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % | 0.72 | 0.48 | 0.48 |
Class S | ||||
Management Fees | % | 0.73 | 0.45 | 0.45 |
Distribution and/or Shareholder Services (12b-1) Fees | % | 0.25 | 0.25 | 0.25 |
Other Expenses | % | None | 0.03 | 0.03 |
Total Annual Portfolio Operating Expenses | % | 0.98 | 0.73 | 0.73 |
Waivers and Reimbursements | % | (0.01)2 | None4 | None4 |
Total Annual Portfolio Operating Expenses after Waivers and Reimbursements | % | 0.97 | 0.73 | 0.73 |
1. | Expense information has been restated to reflect current contractual rates. |
2. | The Adviser is contractually obligated to waive a portion of the management fee through May 1, 2020. The management fee waiver is an estimated 0.01%. Termination or modification of this obligation requires approval by the Board. |
3. | Based on Class I shares’ expenses adjusted for contractual differences in fees paid by Class ADV. |
4. | The Adviser is contractually obligated to limit expenses to 1.05%, 0.55%, and 0.80% for Class ADV, Class I, and Class S shares, respectively, through May 1, 2020. The limitation does not extend to interest, taxes, investment-related costs, leverage expenses, extraordinary expenses, and Acquired Fund Fees and Expenses. This limitation is subject to possible recoupment by the Adviser within 36 months of the waiver or reimbursement. Termination or modification of this obligation requires approval by the Board. |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio | Index Plus LargeCap Portfolio Pro Forma | |||||||||||
Class | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | 1 Yr | 3 Yrs | 5 Yrs | 10 Yrs | |
Class ADV | $ | 134 | 420 | 728 | 1,601 | 100 | 312 | 542 | 1,201 | 100 | 312 | 542 | 1,201 |
Class I | $ | 74 | 232 | 405 | 906 | 49 | 154 | 269 | 604 | 49 | 154 | 269 | 604 |
Class S | $ | 99 | 311 | 541 | 1,200 | 75 | 233 | 406 | 906 | 75 | 233 | 406 | 906 |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio | |
Investment Strategies | Under normal market conditions, the Portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in common stocks of large-capitalization companies. The Portfolio will provide shareholders with at least 60 days' prior notice of any change in this investment policy. For this Portfolio, large-capitalization companies are companies with market capitalizations which fall within the range of companies in the S&P 500® Index (“Index”) at the time of purchase. The | Under normal market conditions, the Portfolio invests at least 80% of its net assets (plus borrowings for investment purposes) in securities of large-capitalization companies included in the Index. The Portfolio will provide shareholders with at least 60 days' prior notice of any change in this investment policy. The Index is a stock market index comprised of common stocks of 500 of the largest companies traded in the United States and selected by S&P Global Ratings. For this Portfolio, the |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio | |
market capitalization of companies within the Index will change with market conditions. The market capitalization of companies in the Index as of December 31, 2017 ranged from $3.4 billion to $860.9 billion. The Portfolio generally invests in securities of U.S. issuers but may also invest up to 20% of its total assets in securities of foreign issuers. The Portfolio may invest directly in foreign securities or indirectly through depositary receipts. The Portfolio may invest in real estate securities including real estate investment trusts. The Portfolio may invest in derivatives such as futures, forward foreign currency exchange contracts, options and swap contracts, including credit default swaps. The Portfolio may use derivative instruments for both hedging and non-hedging purposes, including, for example, to produce incremental earnings, to hedge existing positions, to provide a substitute for a position in an underlying asset, to increase or reduce market or credit exposure, or to increase flexibility. The Portfolio may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder (“1940 Act”). Voya Investments, LLC (the “Investment Adviser”) allocates the Portfolio’s assets to different sub-advisers. The Investment Adviser may, from time to time, directly manage a portion of the Portfolio’s assets to seek to manage the Portfolio’s overall risk exposure to achieve the Portfolio’s desired risk/return profile and to effect the Portfolio’s investment strategies. The Investment Adviser may invest in futures and exchange-traded funds to implement its investment process. Columbia Management Investment Advisers, LLC (“CMIA”) and The London Company of Virginia, LLC d/b/a The London Company (“The London Company”) (each a “Sub-Adviser” and collectively “Sub-Advisers”) provide the day-to-day management of the Portfolio. The Sub-Advisers act independently of each other and use their own methodology for selecting investments. The Investment Adviser will determine the amount of Portfolio assets allocated to CMIA and The London Company. Each Sub-Adviser may sell a security when the security's price reaches a target set by the Sub-Adviser; if the Sub-Adviser believes that there is deterioration in the issuer’s financial circumstances or fundamental prospects; if other investments are more attractive; or for other reasons. The Portfolio may lend portfolio securities on a short-term or long-term basis, up to 33 1⁄3% of its total assets. Columbia Management Investment Advisers, LLC The “contrarian” nature of CMIA’s strategy places emphasis on considering securities believed to be suffering from price weaknesses due to current market reaction or sentiment, or liquidity-driven or other factors, but that are believed to possess identifiable price improvement catalysts. The strategy seeks to identify advantageous entry points to buy these securities to capture potential upward valuation contrary to prevailing market sentiment. Contrarian ideas are typically identified through the portfolio manager’s bottom-up analysis. Fundamental analysis with risk management is used in identifying investment opportunities and constructing its portion of the Fund’s portfolio. In selecting investments, CMIA considers, among other factors: • various measures of valuation, including price-to-cash flow, price-to-earnings, price-to-sales, price-to-book value, and discounted cash flow. The Sub-Adviser believes that companies with lower valuations are generally more likely to provide opportunities for capital appreciation; • potential indicators of stock price appreciation, such as anticipated earnings growth, company restructuring, changes in management, business model changes, new product | sub-adviser (“Sub-Adviser”) defines large-capitalization companies as companies that are included in the Index at the time of purchase and that have a market capitalization of at least $3 billion. The market capitalization of companies within the Index will change with market conditions. The market capitalization of companies in the Index as of December 31, 2017 ranged from $3.4 billion to $860.9 billion. The Portfolio may invest in derivative instruments including, but not limited to, index futures. The Portfolio typically uses derivatives as a substitute for purchasing securities included in the Index or for the purpose of maintaining equity market exposure on its cash balance. The Portfolio may invest in other investment companies, including exchange-traded funds, to the extent permitted under the Investment Company Act of 1940, as amended, and the rules, regulations, and exemptive orders thereunder (“1940 Act”). The Portfolio may also invest in real estate-related securities, including real estate investment trusts. In managing the Portfolio, the Sub-Adviser attempts to achieve the Portfolio's objective by overweighting those stocks that the Sub-Adviser believes will outperform the Index, and underweighting (or avoiding altogether) those stocks in the Index that the Sub-Adviser believes will underperform the Index. In determining stock weightings, the Sub-Adviser uses both internally developed quantitative computer models and fundamental stock research to evaluate various criteria, such as the financial strength of each company and its potential for strong, sustained earnings growth. Although the Portfolio will not hold all the stocks in the Index, the Sub-Adviser expects that there will be a close correlation between the performance of the Portfolio and that of the Index in both rising and falling markets as the Portfolio is designed to have risk characteristics (e.g., beta, size, volatility) that approximate those of the Index. The Sub-Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others. The Portfolio may lend portfolio securities on a short-term or long-term basis, up to 33 1⁄3% of its total assets. |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio | |
opportunities, or anticipated improvements in macroeconomic factors; • the financial condition and management of a company, including its competitive position, the quality of its balance sheet and earnings, its future prospects, and the potential for growth and stock price appreciation; and/or • overall economic and market conditions. CMIA may, from time to time, emphasize one or more sectors in selecting its investments, including the financial services sector and the information technology and technology-related sectors. The London Company of Virginia, LLC d/b/a The London Company The London Company seeks to invest in securities of well-established, profitable businesses having stable cash flows and/or significantly undervalued assets at significant discounts to their intrinsic values. Guiding principles of The London Company's investment philosophy include: (1) focus on return on capital, not earnings per share; (2) the value of a company is determined by cash inflows and outflows discounted by the optimal cost of capital, and; (3) optimal diversification is essential to favorable investment results. The London Company employs a differentiated, conservative investment process that focuses on bottom up, fundamental analysis, utilizes a proprietary balance sheet optimization model, and follows a strict sell discipline. The London Company primarily looks for the following characteristics: high cash return on tangible capital, consistent free cash flow generation, predictability and financial stability, and conservative valuations. The London Company seeks these characteristics by initially screening a broad equity universe using an internally-generated quantitative model, which ranks universe members by pretax operating return on capital, pretax operating earnings and free cash flow yield based on equal weightings of these factors. The London Company's Investment Team will review and possibly seek potential purchase candidates from this initial screen; however, candidates don’t necessarily have to be sourced from the screen if they generally meet The London Company's investment discipline. The team then exercises further fundamental and qualitative analysis on selected candidates, in addition to estimating intrinsic values by performing an internal balance sheet optimization analysis, as well as adjusting to market other company assets that may provide further downside protection. The Investment Team also evaluates the company's management, incentives, actions, capital allocation decisions and corporate governance structure to ascertain whether or not management's interests are aligned with shareholders. It then looks at the sources of a company's competitive advantage as well as what levers management has at its disposal to increase shareholder value. This information is gathered from company conference calls, competitor conference calls, industry contacts, SEC filing review, periodical review, and Wall Street research. Typically, 30 to 40 companies are evaluated annually through this process and are included on an informal watch list. Securities are ultimately added to the Portfolio when The London Company determines that the risk/reward profile of the security has made it attractive enough to warrant purchase. This usually occurs when the valuation becomes more attractive and/or when new information gives the investment team higher conviction in the company's investment thesis. The overall result of the process is generally a low-beta portfolio that is diversified optimally with the expectation of better downside protection over a full market cycle. |
Risks | Large Cap Core Portfolio | Index Plus LargeCap Portfolio |
Company: The price of a company’s stock could decline or underperform for many reasons including, among others, poor management, financial problems, reduced demand for company goods or services, regulatory fines and judgments, or business challenges. If a company declares bankruptcy or becomes insolvent, its stock could become worthless. | ✓ | ✓ |
Credit Default Swaps: A Portfolio may enter into credit default swaps, either as a buyer or a seller of the swap. A buyer of a swap pays a fee to buy protection against the risk that a security will default. If no default occurs, a Portfolio will have paid the fee, but typically will recover nothing under the swap. A seller of a swap receives payment(s) in return for an obligation to pay the counterparty the full notional value of a security in the event of a default of the security issuer. As a seller of a swap, a Portfolio would effectively add leverage to its portfolio because, in addition to its total net assets, a Portfolio would be subject to investment exposure on the full notional value of the swap. Credit default swaps are particularly subject to counterparty, credit, valuation, liquidity and leveraging risks and the risk that the swap may not correlate with its underlying asset as expected. Certain standardized swaps are subject to mandatory central clearing. Central clearing is expected to reduce counterparty credit risk and increase liquidity; however, there is no assurance that central clearing will achieve that result, and in the meantime, central clearing and related requirements expose a Portfolio to new kinds of costs and risks. In addition, credit default swaps expose a Portfolio to the risk of improper valuation. | ✓ | |
Currency: To the extent that a Portfolio 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 a Portfolio through foreign currency exchange transactions. | ✓ | |
Derivative Instruments: Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in market interest rates and liquidity and volatility risk. The amounts required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by a Portfolio. Therefore, the purchase of certain derivatives may have an economic leveraging effect on a Portfolio and exaggerate any increase or decrease in the net asset value. Derivatives may not perform as expected, so a Portfolio may not realize the intended benefits. When used for hedging purposes, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. When used as an alternative or substitute for direct cash investments, the return provided by the derivative may not provide the same return as direct cash investment. In addition, given their complexity, derivatives expose a Portfolio to the risk of improper valuation. | ✓ | ✓ |
Focused Investing: To the extent that a Portfolio’s index is substantially composed of securities in a particular industry, sector, market segment, or geographic area, a Portfolio will allocate its investments to approximately the same extent as the index. As a result, a Portfolio may be subject to greater market fluctuation than a fund that is more broadly invested. Economic conditions, political or regulatory conditions, or natural or other disasters affecting the particular industry, sector, market segment, or geographic area in which a Portfolio focuses its investments will have a greater effect on a Portfolio, and if securities of a particular industry, sector, market segment, or geographic area as a group fall out of favor a Portfolio could underperform, or be more volatile than, funds that have greater diversification. | ✓ |
Risks | Large Cap Core Portfolio | Index Plus LargeCap Portfolio |
Foreign Investments: Investing in foreign (non-U.S.) securities may result in a Portfolio experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies due to: smaller markets; differing reporting, accounting, and auditing standards; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations, currency blockage, or replacement; potential for default on sovereign debt; or political changes or diplomatic developments, which may include the imposition of economic sanctions or other measures by the United States or other governments and supranational organizations. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. | ✓ | |
Growth Investing: Prices of growth stocks are more sensitive to investor perceptions of the issuing company’s growth potential and may fall quickly and significantly if investors suspect that actual growth may be less than expected. There is a risk that funds that invest in growth-oriented stocks may underperform other funds that invest more broadly. Growth stocks tend to be more volatile than value stocks, and may underperform the market as a whole over any given time period. | ✓ | |
Investment Model: A manager’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors. [Fund-Portfolio-Trust-Underlying Fund]s that are actively managed, in whole or in part, according to a quantitative investment model can perform differently from the market as a whole based on the investment model and the factors used in the analysis, the weight placed on each factor, and changes from the factors’ historical trends. Mistakes in the construction and implementation of the investment models (including, for example, data problems and/or software issues) may create errors or limitations that might go undetected or are discovered only after the errors or limitations have negatively impacted performance. There is no guarantee that the use of these investment models will result in effective investment decisions for a Portfolio. | ✓ | ✓ |
Liquidity: If a security is illiquid, a Portfolio might be unable to sell the security at a time when a Portfolio’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 a Portfolio to the risk that the price at which it sells illiquid securities will be less than the price at which they were valued when held by a Portfolio. The prices of illiquid securities may be more volatile than more liquid investments. The risks associated with illiquid securities may be greater in times of financial stress. a Portfolio could lose money if it cannot sell a security at the time and price that would be most beneficial to a Portfolio. | ✓ | ✓ |
Market: Stock prices may be volatile or have reduced liquidity in response to real or perceived impacts of factors including, but not limited to, economic conditions, changes in market interest rates, and political events. Stock markets tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes during some periods. Additionally, legislative, regulatory or tax policies or developments in these areas may adversely impact the investment techniques available to a manager, add to costs and impair the ability of a Portfolio to achieve its investment objectives. | ✓ | ✓ |
Risks | Large Cap Core Portfolio | Index Plus LargeCap Portfolio |
Market Capitalization: Stocks fall into three broad market capitalization categories - large, mid, and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear to be greatly out of proportion to the valuations of mid- or small-capitalization companies, investors may migrate to the stocks of mid- and small-sized companies causing a fund that invests in these companies to increase in value more rapidly than a fund that invests in larger companies. Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, more limited publicly available information, and a more limited trading market for their stocks as compared with larger companies. As a result, stocks of mid- and small-capitalization companies may be more volatile and may decline significantly in market downturns. | ✓ | ✓ |
Other Investment Companies: The main risk of investing in other investment companies, including exchange-traded funds (“ETFs”), is the risk that the value of the securities underlying an investment company might decrease. Shares of investment companies that are listed on an exchange may trade at a discount or premium from their net asset value. You will pay a proportionate share of the expenses of those other investment companies (including management fees, administration fees, and custodial fees) in addition to the expenses of a Portfolio. The investment policies of the other investment companies may not be the same as those of a Portfolio; as a result, an investment in the other investment companies may be subject to additional or different risks than those to which a Portfolio is typically subject. | ✓ | ✓ |
Real Estate Companies and Real Estate Investment Trusts (“REITs”): Investing in real estate companies and REITs may subject a Portfolio to risks similar to those associated with the direct ownership of real estate, including losses from casualty or condemnation, changes in local and general economic conditions, supply and demand, market interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses in addition to terrorist attacks, war, or other acts that destroy real property. Investments in REITs are affected by the management skill and creditworthiness of the REIT. a Portfolio 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, a Portfolio will receive cash or U.S. government securities as collateral. Investment risk is the risk that a Portfolio will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that a Portfolio 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 a Portfolio to be more volatile. The use of leverage may increase expenses and increase the impact of a Portfolio’s other risks. | ✓ | ✓ |
Value Investing: Securities that appear to be undervalued may never appreciate to the extent expected. Further, because the prices of value-oriented securities tend to correlate more closely with economic cycles than growth-oriented securities, they generally are more sensitive to changing economic conditions, such as changes in market interest rates, corporate earnings and industrial production. The manager may be wrong in its assessment of a company’s value and the securities a Portfolio holds may not reach their full values. A particular risk of a Portfolio’s value approach is that some holdings may not recover and provide the capital growth anticipated or a security judged to be undervalued may actually be appropriately priced. The market may not favor value-oriented securities and may not favor equities at all. During those periods, a Portfolio’s relative performance may suffer. There is a risk that funds that invest in value-oriented stocks may underperform other funds that invest more broadly. | ✓ |
(as of December 31 of each year)
Bar Chart Graphic | CUSIP/Fund ID |
2008 | -34.72% |
2009 | 24.15% |
2010 | 15.85% |
2011 | -4.56% |
2012 | 10.29% |
2013 | 30.29% |
2014 | 14.99% |
2015 | -0.56% |
2016 | 8.52% |
2017 | 21.39% |
(for the periods ended December 31, 2017)
1 Yr | 5 Yrs | 10 Yrs | Since Inception | Inception Date | ||
Class ADV | % | 21.04 | 14.04 | 6.48 | N/A | 12/29/06 |
S&P 500® Index1 | % | 21.83 | 15.79 | 8.50 | N/A | |
Russell 1000® Index1 | % | 21.69 | 15.71 | 8.59 | N/A | |
Class I | % | 21.73 | 14.74 | 7.12 | N/A | 04/29/05 |
S&P 500® Index1 | % | 21.83 | 15.79 | 8.50 | N/A | |
Russell 1000® Index1 | % | 21.69 | 15.71 | 8.59 | N/A | |
Class S | % | 21.39 | 14.44 | 6.85 | N/A | 05/03/05 |
S&P 500® Index1 | % | 21.83 | 15.79 | 8.50 | N/A | |
Russell 1000® Index1 | % | 21.69 | 15.71 | 8.59 | N/A |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
(as of December 31 of each year)
Bar Chart Graphic | CUSIP/Fund ID |
2008 | -37.40% |
2009 | 23.01% |
2010 | 13.63% |
2011 | -0.34% |
2012 | 14.11% |
2013 | 32.67% |
2014 | 13.54% |
2015 | 0.63% |
2016 | 9.99% |
2017 | 24.30% |
(for the periods ended December 31, 2017)
1 Yr | 5 Yrs | 10 Yrs | Since Inception | Inception Date | ||
Class I | % | 24.64 | 15.97 | 7.78 | N/A | 09/16/96 |
S&P 500® Index1 | % | 21.83 | 15.79 | 8.50 | N/A | |
Class S | % | 24.30 | 15.69 | 7.51 | N/A | 07/16/01 |
S&P 500® Index1 | % | 21.83 | 15.79 | 8.50 | N/A |
1 | The index returns do not reflect deductions for fees, expenses, or taxes. |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio | |
Investment Adviser | Voya Investments, LLC (the “Adviser”) | Adviser |
Management Fee (as a percentage of average daily net assets) | 0.725% on the first $500 million of assets; 0.675% on next $500 million of assets; and 0.625% on assets thereafter | 0.450% on all assets |
Sub-Adviser | Columbia Management Investment Advisers, LLC (“CMIA”) and The London Company of Virginia, LLC d/b/a The London Company (“The London Company”) | Voya Investment Management Co. LLC (“Voya IM”) |
Sub-Advisory Fee (as a percentage of average daily net assets) | The Adviser paid CMIA and The London Company aggregate sub-advisory fees of $462,611.64, which represented approximately 0.1352% of the Portfolio’s average daily net assets for the fiscal year ended December 31, 2017. The accrued sub-advisory fees paid and percentage reflect the fee schedules in effect during that period. | 0.158% on all assets |
Portfolio Managers | Adviser Jody Hrazanek (since 05/17) Halvard Kvaale, CIMA (since 05/17) CMIA Guy W. Pope, CFA (since 05/13) The London Company J. Brian Campbell, CFA (since 05/13) Mark E. DeVaul, CFA (since 05/13) Stephen M. Goddard, CFA (since 05/13) Jonathan T. Moody, CFA (since 05/13) | Vincent Costa, CFA (since 05/06) Steve Wetter (since 09/13) James Ying, CFA (since 05/16) |
Distributor | Voya Investments Distributor, LLC (the “Distributor”) | Distributor |
Large Cap Core Portfolio | Index Plus LargeCap Portfolio |
Shareholders may elect Trustees by the vote of a plurality of votes cast at any shareholder meeting called for that purpose, to the extent required by the 1940 Act. | At any meeting of shareholders duly called for the purpose and only as required by the 1940 Act, shareholders may elect Directors by the vote of a plurality of the votes cast at the meeting, provided a quorum is present. |
A Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective. Trustees may also be removed at any meeting of shareholders of the Trust by a vote of two-thirds of the outstanding shares or by a written declaration executed, without a meeting, by the holders of not less than two-thirds of the outstanding shares. | At any meeting of shareholders duly called for the purpose, shareholders have the power to remove Directors by the vote of a majority of all the votes entitled to be cast generally for the election of Directors. Directors of a Maryland corporation do not have the power to remove Directors. |
The Trust or any series or class thereof may be terminated by the affirmative vote of a majority of the Trustees. | In general, the Board may approve the liquidation of any series of the Corporation without the approval of shareholders. The dissolution of the Corporation must be advised by the Board of Directors and approved by the shareholders entitled to cast a majority of the votes entitled to be cast on the matter. At such time as no shares are outstanding, the dissolution of the Corporation may be approved by a majority of the entire Board of Directors. |
A majority of the Trustees have the power to amend the Declaration of Trust, except that no amendment to the Declaration of Trust that would materially adversely affect the rights of shareholders may be made without the approval of a majority of shares outstanding and entitled to vote. | In general, amendments to the charter of the Corporation must be advised by the Directors and approved by the affirmative vote of the shareholders entitled to cast a majority of all the votes entitled to be cast on the matter, except that no action affecting the validity or assessability of such shares shall be taken without the unanimous approval of the outstanding shares affected thereby. Under Maryland law, a majority of the entire Board of Directors may approve certain limited amendments to the charter without action by the shareholders. |
LargeCap Core Portfolio | Index Plus LargeCap Portfolio | Adjustments | Index Plus LargeCap Portfolio Pro Forma | ||
Class ADV | |||||
Net Assets | $ | ||||
Net Asset Value Per Share | $ | ||||
Shares Outstanding | |||||
Class I | |||||
Net Assets | |||||
Net Asset Value Per Share | |||||
Shares Outstanding | |||||
Class S | |||||
Net Assets | $ | ||||
Net Asset Value Per Share | $ | ||||
Shares Outstanding |
1. | Reflects adjustment for estimated one-time merger and consolidation expenses. |
2. | Reflects new shares issued, net of retired shares of Voya Multi-Manager Large Cap Core Portfolio. (Calculation: Net Assets ÷ NAV per share). |
• | The view of the Adviser that Large Cap Core Portfolio has limited prospects for future sales and long-term viability in light of anticipated large-scale redemptions from the Portfolio. |
• | The Adviser’ recommendation that the Board select Index Plus LargeCap Portfolio as the acquiring fund for Large Cap Core Portfolio, based on its consideration of other possible merger candidates within the Voya fund family, and the similarities and differences in the investment objectives and investment strategies of Large Cap Core Portfolio and Index Plus LargeCap Portfolio. |
• | Information regarding the investment capabilities and experience of the portfolio management team at Voya IM that manages Index Plus LargeCap Portfolio, and the favorable long-term investment performance of Index Plus LargeCap Portfolio in comparison to Large Cap Core Portfolio, and information provided by the Adviser to the effect that Index Plus LargeCap Portfolio’s trailing 5-year risk-adjusted return metrics have been on a par with or more favorable than those of Large Cap Core Portfolio. |
• | Information concerning the differences in the fee structures of Large Cap Core Portfolio and Index Plus LargeCap Portfolio and the anticipated expenses of Index Plus LargeCap Portfolio following the Reorganization, including that former shareholders of all share classes of Large Cap Core Portfolio were expected to experience Portfolio expenses at a rate lower than those of Large Cap Core Portfolio prior to the Reorganization. |
• | Information regarding the combined asset size of the two Portfolios, which would be likely to result in a reduction in expenses for the benefit of shareholders and provide greater scale and potential to maintain long-term scale benefits for shareholders, and the net revenue benefits for the Adviser and its affiliates that would result from the Reorganization. |
• | The Adviser’s agreement to bear all of the proxy costs and shareholder meeting expenses relating to the Reorganization, and the relatively low additional explicit and implicit costs of the Reorganization to Large Cap Core Portfolio. |
• | The fact that the Reorganization would be effected at the respective net asset values per share of Large Cap Core Portfolio and Index Plus LargeCap Portfolio, and was not expected to result in any dilution of shareholders’ interests. |
• | The fact that the Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization. |
Class | Shares Outstanding |
ADV | |
S | |
Total |
Scottsdale, AZ 85258-2034
7337 East Doubletree Ranch Road
Suite 100
Scottsdale, Arizona 85258-2034
Attn: Huey P. Falgout, Jr.
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
Attn: Elizabeth Reza
7337 East Doubletree Ranch Road
Suite 100
Scottsdale, Arizona 85258-2034
Attn: Huey P. Falgout, Jr.
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
Attn: Elizabeth Reza
• | Exchange-traded securities are valued at the mean of the closing bid and ask. |
• | Debt obligations are valued using an evaluated price provided by an independent pricing service. Evaluated prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect factors such as institution-size trading in similar groups of securities, developments related to specific securities, benchmark yield, quality, type of issue, coupon rate, maturity individual trading characteristics and other market data. |
• | Securities traded in the over-the-counter market are valued based on prices provided by independent pricing services or market makers. |
• | Options not listed on an exchange are valued by an independent source using an industry accepted model, such as Black-Scholes. |
• | Centrally cleared swap agreements are valued using a price provided by the central counterparty clearinghouse. |
• | Over-the-counter swap agreements are valued using a price provided by an independent pricing service. |
• | Forward foreign currency exchange contracts are valued utilizing current and forward rates obtained from an independent pricing service. Such prices from the third party pricing service are for specific settlement periods and Index Plus LargeCap Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent period reported by the independent pricing service. |
• | Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by brokers. |
• | Rebalancing to facilitate fund-of-fund arrangements or Index Plus LargeCap Portfolio’s systematic exchange privileges; and |
• | Purchases or sales initiated by certain other funds in the Voya family of funds. |
Income (loss) from investment operations | Less distributions | Ratios to average net assets | Supplemental 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 | Payments from distribution settlement/affiliate | Net asset value, end of year or period | Total Return(1) | Expenses before reductions/additions(2)(3) | Expenses, net of fee waivers and/or recoupments, if any(2)(3) | Expenses, net of all reductions/additions(2)(3) | Net investment income (loss)(2) | Net assets, end of year or period | Portfolio turnover rate | ||||||||||||||||||
Year or Period ended | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (%) | (%) | (%) | (%) | (%) | ($000's) | (%) | |||||||||||||||||
Voya Index Plus LargeCap Portfolio | ||||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||
12-31-17 | 24.19 | 0.42• | 5.41 | 5.83 | 0.42 | 0.49 | — | 0.91 | — | 29.11 | 24.64 | 0.48 | 0.46 | 0.46 | 1.58 | 774,135 | 56 | |||||||||||||||||
12-31-16 | 22.32 | 0.42• | 1.83 | 2.25 | 0.38 | — | — | 0.38 | — | 24.19 | 10.27 | 0.49 | 0.44 | 0.44 | 1.85 | 678,267 | 96 | |||||||||||||||||
12-31-15 | 22.48 | 0.39• | (0.19) | 0.20 | 0.36 | — | — | 0.36 | — | 22.32 | 0.84 | 0.49 | 0.44 | 0.44 | 1.74 | 565,257 | 66 | |||||||||||||||||
12-31-14 | 20.05 | 0.33• | 2.41 | 2.74 | 0.31 | — | — | 0.31 | — | 22.48 | 13.86 | 0.44 | 0.44 | 0.44 | 1.58 | 639,454 | 72 | |||||||||||||||||
12-31-13 | 15.37 | 0.28• | 4.72 | 5.00 | 0.32 | — | — | 0.32 | — | 20.05 | 32.92 | 0.44 | 0.44 | 0.44 | 1.60 | 601,491 | 80 | |||||||||||||||||
Class S | ||||||||||||||||||||||||||||||||||
12-31-17 | 24.00 | 0.35• | 5.37 | 5.72 | 0.36 | 0.49 | — | 0.85 | — | 28.87 | 24.30 | 0.73 | 0.71 | 0.71 | 1.33 | 100,271 | 56 | |||||||||||||||||
12-31-16 | 22.14 | 0.36• | 1.82 | 2.18 | 0.32 | — | — | 0.32 | — | 24.00 | 9.99 | 0.74 | 0.69 | 0.69 | 1.59 | 104,129 | 96 | |||||||||||||||||
12-31-15 | 22.29 | 0.33• | (0.18) | 0.15 | 0.30 | — | — | 0.30 | — | 22.14 | 0.63 | 0.74 | 0.69 | 0.69 | 1.49 | 109,690 | 66 | |||||||||||||||||
12-31-14 | 19.89 | 0.28• | 2.38 | 2.66 | 0.26 | — | — | 0.26 | — | 22.29 | 13.54 | 0.69 | 0.69 | 0.69 | 1.33 | 129,744 | 72 | |||||||||||||||||
12-31-13 | 15.24 | 0.24• | 4.68 | 4.92 | 0.27 | — | — | 0.27 | — | 19.89 | 32.67 | 0.69 | 0.69 | 0.69 | 1.35 | 136,884 | 80 |
(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 does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized. |
(2) | Ratios reflect operating expenses of the Portfolio. Expenses before reductions/additions do not reflect amounts reimbursed or recouped by the Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or 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 Portfolio. Net investment income (loss) is net of all such additions or reductions. |
(3) | Ratios do not include fees and expenses charged under the variable annuity contract or variable life insurance policy. |
• | Calculated using average number of shares outstanding throughout the year or period. |
* | On a pro forma basis, assuming that the value of the shareholder’s interest in the Portfolio on the date of consummation of the Reorganization is the same as on May 17, 2018. |
PART B
Voya Variable Portfolios, Inc.
Statement of Additional Information
July 6, 2018
Acquisition of the Assets and Liabilities of: Voya Multi-Manager Large Cap Core Portfolio (A Series of Voya Investors Trust) 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona 85258-2034 | By and in Exchange for Shares of: Voya Index Plus LargeCap Portfolio (A Series of Voya Variable Portfolios, Inc.) 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, Arizona 85258-2034 |
This Statement of Additional Information of Voya Index Plus LargeCap Portfolio (“SAI”) is available to the shareholders of Voya Multi-Manager Large Cap Core Portfolio (“Large Cap Core Portfolio”), a series of Voya Investors Trust, in connection with a proposed transaction whereby all of the assets and liabilities of Large Cap Core Portfolio will be transferred to Voya Index Plus LargeCap Portfolio (“Index Plus LargeCap Portfolio,” together with Large Cap Core Portfolio, the “Portfolios”, each a “Portfolio”), a series of Voya Variable Portfolios, Inc., in exchange for shares of Index Plus LargeCap Portfolio.
This SAI consists of: (i) this cover page; (ii) the Portfolio Managers’ Report for Index Plus LargeCap Portfolio; and (iii) the following documents, each of which was filed electronically with the U.S. Securities and Exchange Commission and is incorporated by reference herein:
1. | The SAI for Large Cap Core Portfolio, dated May 1, 2018, as filed on April 24, 2018 (File No: 811-05629) and the SAI for Index Plus LargeCap Portfolio dated May 1, 2018, as filed on April 26, 2018 (File No: 811-07651). |
2. | The Financial Statements of Large Cap Core Portfolio included in the Annual Report dated December 31, 2017, as filed on March 9, 2018 (File No: File No: 811-05629) and the Financial Statements of Index Plus LargeCap Portfolio included in the Annual Report dated December 31, 2017, as filed on March 9, 2018 (File No. 811-07651). |
This SAI is not a prospectus. A Proxy Statement/Prospectus dated July 6, 2018, relating to the Reorganization of Large Cap Core Portfolio may be obtained, without charge, by writing to the Voya Investment Management at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034 or calling 1-800-366-0066. This SAI should be read in conjunction with the Proxy Statement/Prospectus.
Voya Index Plus LargeCap Portfolio
Set forth below is an excerpt from Index Plus LargeCap Portfolio’s annual report dated December 31, 2017.
* * * *
Portfolio Managers’ Report
Voya Index Plus LargeCap Portfolio (the “Portfolio”) seeks to outperform the total return performance of the S&P 500® Index, while maintaining a market level of risk. The Portfolio is managed by Vincent Costa, CFA, James Ying, CFA, and Steve Wetter, Portfolio Managers of Voya Investment Management Co. LLC — the Sub-Adviser.
Performance: For the year ended December 31, 2017, the Portfolio’s Class I shares provided a total return of 24.64% compared to the S&P 500® Index, which returned 21.83% for the same period.
Portfolio Specifics: For the reporting year, the Portfolio outperformed the S&P 500® Index due to strong stock selection. While all sectors contributed favorably to relative outperformance for the period, stock selection was strongest within the industrials and energy sectors. By contrast, stock selection within the telecommunication services and health care sectors detracted from performance. On an individual security basis, an underweight position in General Electric Company and overweight positions in Red Hat, Inc. and Boeing Company contributed to results. Detractors for the period included overweight positions in Foot Locker, Inc., Campbell Soup Company and Noble Energy, Inc. The portfolio’s allocation to cash, although within typically range, slightly detracted from returns.
Current Strategy and Outlook: This is an actively managed strategy that incorporates research from both our fundamental equity team and our proprietary quantitative models (i.e. “quantamental”). Our proprietary quantitative model is designed to emphasize what we consider to be high quality, profitable companies that are relatively undervalued, have growth potential and are favored by investors. The Portfolio also utilizes fundamental equity research to select companies that would outperform the Index and that are uncorrelated to our quantitative models. This approach of combining fundamental equity research with in-house quantitative models seeks to provide diversified excess returns and disciplined, risk-controlled portfolios.
Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. Portfolio holdings are subject to change daily. The outlook for this Portfolio may differ from that presented for other Voya mutual funds. The Portfolio’s performance returns shown reflect applicable fee waivers and/or expense limits in effect during this period. Absent such fee waivers/expense limitations, if any, performance would have been lower. Performance for the different classes of shares will vary based on differences in fees associated with each class.
Sector Diversification As of December 31, 2017 (as a percentage of net assets) | |
Information Technology | 24.9% |
Financials | 14.7% |
Health Care | 13.5% |
Consumer Discretionary | 10.7% |
Industrials | 10.5% |
Consumer Staples | 8.5% |
Energy | 5.8% |
Utilities | 3.1% |
Real Estate | 3.0% |
Materials | 2.6% |
Telecommunication Services | 1.9% |
Assets in Excess of Other Liabilities* | 0.8% |
Net Assets | 100.0% |
* Includes short-term investments. |
Top Ten Holdings As of December 31, 2017 (as a percentage of net assets) | |
Microsoft Corp. | 3.6% |
Apple, Inc. | 3.2% |
Johnson & Johnson | 2.3% |
Exxon Mobil Corp. | 2.2% |
Alphabet, Inc. - Class A | 2.1% |
Bank of America Corp. | 1.9% |
JPMorgan Chase & Co. | 1.9% |
AT&T, Inc. | 1.7% |
Pfizer, Inc. | 1.7% |
Home Depot, Inc. | 1.7% |
Portfolio holdings are subject to change daily. |
INVESTMENT MANAGEMENT 7337 EAST DOUBLETREE RANCH ROAD SUITE 100 SCOTTSDALE, ARIZONA 85258-2034 3 EASY WAYS TO VOTE YOUR PROXY VOTE BY PHONE: Call toll-free 1-877-907-7646 and follow the recorded instructions. VOTE ON THE INTERNET: Log on to Proxyvote.com and follow the on-line directions. VOTE BY MAIL: Check the appropriate box on the Proxy Ballot below, sign and date the Proxy Ballot and return in the envelope provided. If you vote via phone or the Internet, you do not need to return your Proxy Ballot. PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 7, 2018. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E48446-TBD KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL: For Against Abstain 1. To approve an Agreement and Plan of Reorganization by and between Large Cap Core Portfolio and Voya Index Plus LargeCap Portfolio ("Index Plus LargeCap Portfolio"), providing for the reorganization of Large Cap Core Portfolio with and into Index Plus LargeCap Portfolio (the "Reorganization"); and 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. To avoid the additional expense of further solicitation, we strongly urge you to review, complete and return your Proxy Ballot as soon as possible. sYour vote is important regardless of the number of shares owned. If you vote via phone or the Internet, you do not need to return your Proxy Ballot. Please vote, date and sign this proxy and return it promptly in the enclosed envelope. This Proxy Ballot must be signed exactly as your name(s) appear(s) hereon. If as an attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please add title(s) as such. Joint owners must each sign. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on August 7, 2018: The Proxy Statement/Prospectus for the Special Meeting and the Notice of the Meeting are available at WWW.PROXYVOTE.COM/VOYA. E48447-TBD THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Huey P. Falgout, Jr., Theresa K. Kelety and Todd Modic, or any one or all of them, proxies, with full power of substitution, to vote all shares of the reverse-referenced Fund, which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Portfolio to be held at the offices of the Portfolio at 7337 East Doubletree Ranch Road, Suite 100,Scottsdale, AZ 85258-2034, on August 7, 2018, at 1:00 PM, local time, and at any adjournment(s) or postponement(s) thereof. This proxy will be voted as instructed. If no specification is made, the proxy will be voted "FOR" the proposal. PLEASE SIGN AND DATE ON THE REVERSE SIDE.
Voya Variable Portfolios, Inc.
(“Registrant”)
PART C:
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Article 10, Section (iv) of Voya Variable Portfolios, Inc.’s Articles of Incorporation, as amended, provides the following:
(iv) The Corporation shall indemnify its officers, directors, employees, and agents and any person who serves at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise as follows:
(a) Every person who is or has been a director, officer, employee, or agent of the Corporation and persons who serve at the Corporation’s request as director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by the Corporation to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him/her in connection with any debt, claim, action, demand, suit, proceeding, judgment, decree, liability, or obligation of any kind in which he/she becomes involved as a party or otherwise by virtue of his/her being or having been a Director, officer, employee, or agent of the Corporation or of another corporation, partnership, joint venture, trust, or other enterprise at the request of the Corporation, and against amounts paid or incurred by him/her in the settlement thereof.
(b) The words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits, or proceedings (civil, criminal, administrative, legislative, investigative, or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties, and other liabilities.
(c) No indemnification shall be provided hereunder to a director, officer, employee, or agent against any liability to the Corporation or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification provided herein may be insured against by policies maintained by the Corporation, shall be several, shall not affect any other rights to which any director, officer, employee or agent may now or hereafter be entitled, shall continue as to a person who has ceased to be such director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
(e) In the absence of a final decision on the merits by a court or other body before which such proceeding was brought, an indemnification payment will not be made, except as provided in subparagraph (f) of this paragraph (iv), unless in the absence of such a decision, a reasonable determination based upon a factual review has been made:
(1) By a majority vote of a quorum of non-party directors who are “not interested persons” of the Corporation (as defined in the 1940 Act); or
(2) By independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties.
(f) The Corporation further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an officer, director or controlling person of the Corporation will not be made absent the fulfillment of at least one of the following conditions:
(1) The indemnity provides security for his undertaking;
(2) The Corporation is insured against losses arising by reason of any lawful advances; or
(3) A majority of a quorum of non-party directors who are “not interested" persons or independent legal counsel in a written opinion makes a factual determination that there is a reason to believe the indemnity will be entitled to indemnification.
(g) Neither the amendment nor repeal of this paragraph (iv) of Article 9, nor the adoption of any amendment of any other provision of the Charter or Bylaws of the Corporation inconsistent with this paragraph (iv) of Article 10 shall apply to or affect
1 |
in any respect the applicability of the preceding provisions with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
In addition, Voya Variable Portfolios, Inc.’s officers and directors are currently covered under a directors and officers errors and omissions liability insurance policy issued by ICI Mutual Insurance Company, which expires March 31, 2018.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to directors, officers, and controlling persons of Voya Variable Portfolios, Inc. pursuant to the foregoing provisions or otherwise, Voya Variable Portfolios, Inc. has been advised that in the opinion of the 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 Voya Variable Portfolios, Inc. of expenses incurred or paid by a director, officer, or controlling person of Voya Variable Portfolios, Inc. in connection with the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the shares being registered, Voya Variable Portfolios, Inc. 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 Act and be governed by final adjudication of such issue.
Pursuant to Indemnification Agreements between the Company and each Independent Director, the Company indemnifies each Independent Director against any liabilities resulting from the Independent Director’s serving in such capacity, provided that the Independent Director has not engaged in certain disabling conduct.
ITEM 16. EXHIBITS
1. | a. | Articles of Amendment and Restatement dated May 1, 2002 – Filed as an Exhibit to Post-Effective Amendment No. 22 to the Registrant’s Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
b. | Articles Supplementary dated August 12, 2002 – Filed as an Exhibit to Post-Effective Amendment No. 22 to the Registrant’s Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
c. | Articles Supplementary effective April 29, 2005 (issuance of Class ADV shares) – Filed as an Exhibit to Post-Effective Amendment No. 25 to the Registrant’s Form N-1A Registration Statement on April 28, 2005 and incorporated herein by reference. |
d. | Articles of Amendment dated February 17, 2004 (name change from ING VP Technology Portfolio to ING VP Global Science and Technology Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 23 to the Registrant’s Form N-1A Registration Statement on February 11, 2005 and incorporated herein by reference. |
e. | Articles of Amendment dated April 30, 2004 (redesignation of Class R shares to Class I shares) – Filed as an Exhibit to Post-Effective Amendment No. 23 to the Registrant’s Form N-1A Registration Statement on February 11, 2005 and incorporated herein by reference. |
f. | Articles of Amendment dated November 29, 2007 (dissolve ING VP International Equity Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 34 to the Registrant’s Form N-1A Registration Statement on January 25, 2008 and incorporated herein by reference. |
g. | Articles Supplementary dated November 30, 2007 (establishment of new series – ING WisdomTreeSM Global High-Yielding Equity Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 34 to the Registrant’s Form N-1A Registration Statement on January 25, 2008 and incorporated herein by reference. |
h. | Articles Supplementary dated February 15, 2008 (establishment of new series – ING International Index Portfolio, ING Lehman Brother Aggregate Bond Index® Portfolio, ING MorningTMStar U.S. Growth Index Portfolio, ING RussellTM Large Cap Index Portfolio, ING RussellTM Mid Cap Index Portfolio, and ING RussellTM Small Cap Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 37 to the Registrant’s Form N-1A Registration Statement on February 29, 2008 and incorporated herein by reference. |
i. | Articles of Amendment effective March 7, 2008 (name change from ING Lehman Brothers Aggregate Bond Index® Portfolio to ING Lehman Brothers U.S. Aggregate Bond Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 39 to the Registrant’s Form N-1A Registration Statement on April 25, 2008 and incorporated herein by reference. |
2 |
j. | Articles of Amendment effective April 28, 2008 (name change from ING VP Global Science and Technology Portfolio to ING BlackRock Global Science and Technology Portfolio; ING VP Growth Portfolio to ING Opportunistic LargeCap Growth Portfolio; and ING VP Value Opportunity Portfolio to ING Opportunistic LargeCap Value Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrant’s Form N-1A Registration Statement on August 19, 2008 and incorporated herein by reference. |
k. | Articles Supplementary dated June 6, 2008 (establishment of new series – ING Russell Global LargeCap Index 85% Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrant’s Form N-1A Registration Statement on August 19, 2008 and incorporated herein by reference. |
l. | Articles of Amendment dated July 9, 2008 (establishment of new series – ING Global Equity Option Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrant’s Form N-1A Registration Statement on August 19, 2008 and incorporated herein by reference. |
m. | Articles Supplementary dated October 15, 2008 (establishment of new series – ING U.S. Government Money Market Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 44 to the Registrant’s Form N-1A Registration Statement on October 30, 2008 and incorporated herein by reference. |
n. | Articles Supplementary effective January 23, 2009 (issuance of Service 2 Class shares) – Filed as an Exhibit to Post-Effective Amendment No. 49 to the Registrant’s Form N-1A Registration Statement on February 20, 2009 and incorporated herein by reference. |
o. | Articles Supplementary dated February 12, 2009 (issuance of ING Russell Large Cap Index Portfolio – Class I shares) – Filed as an Exhibit to Post-Effective Amendment No. 51 to the Registrant’s Form N-1A Registration Statement on April 30, 2009 and incorporated herein by reference. |
p. | Articles Supplementary dated March 18, 2009 (issuance of ING Hang Seng Index Portfolio, ING Russell Large Cap Growth Index Portfolio, ING Russell Large Cap Value Index Portfolio, ING Russell Large Cap Value Index Portfolio, and ING Russell Mid Cap Growth Index Portfolio – Class ADV, Class I, Class S, and Class S2 shares) – Filed as an Exhibit to Post-Effective Amendment No. 51 to the Registrant’s Form N-1A Registration Statement on April 30, 2009 and incorporated herein by reference. |
q. | Articles of Amendment effective May 1, 2009 (name change from ING BlackRock Global Science and Technology Portfolio to ING BlackRock Science and Technology Opportunities Portfolio; ING Lehman Brothers U.S. Aggregate Bond Index Portfolio to ING U.S. Bond Index Portfolio; ING Opportunistic LargeCap Value Portfolio to ING Opportunistic LargeCap Portfolio; ING Russell Global Large Cap Index 85% Portfolio to ING Russell Global Large Cap Index 75% Portfolio; ING VP Index Plus LargeCap Portfolio to ING Index Plus LargeCap Portfolio; ING VP Index Plus MidCap Portfolio to ING Index Plus MidCap Portfolio; ING VP Index Plus SmallCap to ING Index Plus SmallCap; and ING VP Small Company Portfolio to ING Small Company Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 51 to the Registrant’s Form N-1A Registration Statement on April 30, 2009 and incorporated herein by reference. |
r. | Articles Supplementary dated June 22, 2009 (issuance of ING Dow Jones Euro STOXX 50® Index Portfolio, ING FTSE 100 Index® Portfolio, ING Japan Equity Index Portfolio, and ING NASDAQ 100 Index® Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 53 to the Registrant’s Form N-1A Registration Statement on July 31, 2009 and incorporated herein by reference. |
s. | Articles Supplementary dated July 31, 2009 (increase authorized shares of ING International Index Portfolio and ING Russell Large Cap Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 54 to the Registrant’s Form N-1A Registration Statement on February 10, 2010 and incorporated herein by reference. |
t. | Articles Supplementary dated August 5, 2009 (increase authorized shares of ING Dow Jones Euro STOXX 50® Index Portfolio, ING Russell Mid Cap Index Portfolio, and ING U.S. Bond Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 54 to the Registrant’s Form N-1A Registration Statement on February 10, 2010 and incorporated herein by reference. |
u. | Articles of Amendment dated September 21, 2009 (dissolution of ING Opportunistic LargeCap Growth Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 54 to the Registrant’s Form N-1A Registration Statement on February 10, 2010 and incorporated herein by reference. |
3 |
v. | Plan of Liquidation and Dissolution of Series effective October 23, 2009 (liquidation and dissolution of ING Global Equity Option Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 54 to the Registrant’s Form N-1A Registration Statement on February 10, 2010 and incorporated herein by reference. |
w. | Articles of Amendment, effective October 30, 2009, (name change from ING Nasdaq 100 Index Portfolio to ING NASDAQ 100® Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 54 to the Registrant’s Form N-1A Registration Statement on February 10, 2010 and incorporated herein by reference. |
x. | Articles of Amendment, effective April 30, 2010, (name change from ING Dow Jones Euro STOXX 50® Index Portfolio to ING Euro STOXX 50® Index Portfolio, and ING Japan Equity Index Portfolio to ING Japan TOPIX Index® Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 55 to the Registrant’s Form N-1A Registration Statement on April 28, 2010 and incorporated herein by reference. |
y. | Articles of Amendment dated July 20, 2010 (dissolution of Class S2 shares of ING Hang Seng Index Portfolio, ING Russell Large Cap Growth Index Portfolio, and ING Russell Large Cap Value Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 58 to the Registrant’s Form N-1A Registration Statement on February 25, 2011 and incorporated herein by reference. |
z. | Articles of Amendment dated August 10, 2010 (dissolution of ING Global Equity Option Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 58 to the Registrant’s Form N-1A Registration Statement on February 25, 2011 and incorporated herein by reference. |
aa. | Articles of Amendment dated September 8, 2010 (dissolution of ING Opportunistic LargeCap Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 58 to the Registrant’s Form N-1A Registration Statement on February 25, 2011 and incorporated herein by reference. |
bb. | Articles of Amendment dated January 6, 2011 (dissolution of ING U.S. Government Money Market Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 58 to the Registrant’s Form N-1A Registration Statement on February 25, 2011 and incorporated herein by reference. |
cc. | Articles Supplementary dated January 26, 2011 (issuance of Class ADV and Class I shares of ING Australia Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 58 to the Registrant’s Form N-1A Registration Statement on February 25, 2011 and incorporated herein by reference. |
dd. | Articles Supplementary dated October 19, 2011 (issuance of ING Emerging Markets Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 63 to the Registrant’s Form N-1A Registration Statement on November 28, 2011 and incorporated herein by reference. |
ee. | Articles of Amendment dated April 13, 2011 (dissolution of ING NASDAQ 100 Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 65 to the Registrant’s Form N-1A Registration Statement on April 26, 2012 and incorporated herein by reference. |
ff. | Articles Supplementary dated December 11, 2008 (classification and designation of Class I shares of ING Russell Large Cap Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 70 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
gg. | Articles of Amendment dated June 19, 2009 (dissolution of ING Morningstar U.S. Growth Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 70 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
hh. | Plan of Liquidation and Dissolution of Series effective April 7, 2010 with respect to ING RussellTM Global Large Cap Index 75% Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 70 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
ii. | Articles of Amendment dated October 17, 2012 (dissolution of ING WisdomTree Global High-Yielding Equity Index Portfolio Class I shares) – Filed as an Exhibit to Post-Effective Amendment No. 70 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
4 |
jj. | Articles of Amendment dated April 22, 2013 (dissolution of ING BlackRock Science and Technology Opportunities Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 70 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
kk. | Articles of Amendment effective July 12, 2013 (name change from ING WisdomTree Global High-Yielding Equity Index Portfolio to ING Global Value Advantage Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 70 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
ll. | Articles Supplementary dated August 7, 2013 (increase number of authorized shares of ING U.S. Bond Index Portfolio for Class I) – Filed as an Exhibit to Post-Effective Amendment No. 70 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
mm. | Articles Supplementary dated April 7, 2014 (classification and designation of Class I shares for Voya Global Value Advantage Portfolio and authorizing the increase in number of authorized shares of Class ADV shares of Voya International Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 71 to the Registrant’s Form N-1A Registration Statement on April 28, 2014 and incorporated herein by reference. |
nn. | Articles of Amendment effective May 1, 2014 (change of names of Registrant and Series) – Filed as an Exhibit to Post-Effective Amendment No. 71 to the Registrant’s Form N-1A Registration Statement on April 28, 2014 and incorporated herein by reference. |
oo. | Articles Supplementary dated September 23, 2014 (classification and designation of Class T shares for Voya Global Value Advantage Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 74 to the Registrant’s Form N-1A Registration Statement on November 13, 2014 and incorporated herein by reference. |
pp. | Articles Supplementary dated November 21, 2014 (increase number of authorized shares of Voya Global Value Advantage Portfolio for Class S) – Filed as an Exhibit to Post-Effective Amendment No. 76 to the Registrant’s Form N-1A Registration Statement on February 11, 2015 and incorporated herein by reference. |
qq. | Articles Supplementary dated June 26, 2015 (increase number of authorized shares of Voya Global Value Advantage Portfolio for Class S) – Filed as an Exhibit to Post-Effective Amendment No. 79 to the Registrant’s Form N-1A Registration Statement on September 21, 2015 and incorporated herein by reference. |
rr. | Articles Supplementary dated October 15, 2015 (classification and designation of class R6 shares of Voya Small Company Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 80 to the Registrant’s Form N-1A Registration Statement on November 19, 2015 and incorporated herein by reference. |
ss. | Articles of Amendment effective May 1, 2016 (name change from Voya Global Value Advantage Portfolio to Voya Global Equity Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 83 to the Registrant’s Form N-1A Registration Statement on April 27, 2016 and incorporated herein by reference. |
tt. | Articles Supplementary dated April 6, 2017 (classification and designation of class P2 shares of Voya Emerging Markets Index Portfolio, Voya International Index Portfolio, Voya Russell Mid Cap Index Portfolio, Voya Russell Small Cap Index Portfolio, and Voya U.S. Bond Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 86 to the Registrant’s Form N-1A Registration Statement on April 27, 2017 and incorporated herein by reference. |
uu. | Articles Supplementary dated February 1, 2018 (increasing the number of authorized class P2 shares for Voya U.S. Bond Index Portfolio) – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
2. | a. | Second Amended and Restated Bylaws – Filed as an Exhibit to the Post-Effective Amendment No. 27 to the Registrant’s Form N-1A Registration Statement on April 27, 2006 and incorporated herein by reference. |
i. | Amendment adopted on March 11, 2010, to the Second Amended and Restated By-Laws of Voya Variable Portfolios, Inc. – Filed as an Exhibit to Post-Effective Amendment No. 58 to the Registrant’s Form N-1A Registration Statement on February 25, 2011 and incorporated herein by reference. |
3. | Not Applicable. |
5 |
4. | Agreement and Plan of Reorganization between Voya Multi-Manager Large Cap Core Portfolio, a series of Voya Investors Trust, and Voya Index Plus LargeCap Portfolio, a series of Voya Variable Portfolios, Inc.– Attached as Appendix A to the Proxy Statement/Prospectus. |
5. | Instruments Defining Rights of Holders – Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Form N-1A Registration Statement on June 4, 1996 and incorporated herein by reference. |
6. | a. | Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc. dated November 18, 2014 as amended and restated May 1, 2015 – Filed as an Exhibit to Post-Effective Amendment No. 79 to the Registrant’s Form N-1A Registration Statement on September 21, 2015 and incorporated herein by reference. |
i. | Waiver Letter dated May 1, 2018 to the Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc., dated November 18, 2014, as amended and restated on May 1, 2015 with respect to Voya RussellTM Large Cap Growth Index Portfolio, Voya RussellTM Large Cap Value Index Portfolio, and Voya RussellTM Mid Cap Growth Index Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
ii. | Waiver Letter dated May 1, 2018 to the Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc., dated November 18, 2014, as amended and restated on May 1, 2015 with respect to Voya Australia Index Portfolio, Voya Euro STOXX 50® Portfolio, Voya FTSE 100 Index® Portfolio, and Voya Japan TOPIX Index® Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
iii. | Side Letter Agreement dated May 1, 2018 to the Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc., dated November 18, 2014, as amended and restated on May 1, 2015 with respect to Voya Russell™ Large Cap Growth Index Portfolio and Voya Russell™ Large Cap Value Index Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
iv. | Waiver Letter dated May 1, 2018 to the Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc., dated November 18, 2014, as amended and restated on May 1, 2015 with respect to Voya Emerging Markets Index Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
v. | Waiver Letter dated May 1, 2018 to the Amended and Restated Investment Management Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc., dated November 18, 2014, as amended and restated on May 1, 2015 with respect to Voya Hang Seng Index Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
b. | Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 – Filed as an Exhibit to Post-Effective Amendment No. 77 to the Registrant’s Form N-1A Registration Statement on April 28, 2015 and incorporated herein by reference. |
i. | Waiver Letter dated May 1, 2018 to the Sub-Advisory Agreement between Voya Investments, LLC and Voya Investment Management Co. LLC dated November 18, 2014 with respect to Voya Australia Index Portfolio, Voya Emerging Markets Index Portfolio, Voya Euro STOXX 50® Portfolio, Voya FTSE 100 Index® Portfolio, and Voya Japan TOPIX Index® Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
c. | Expense Limitation Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc. dated January 1, 2016 – Filed as an Exhibit to Post-Effective Amendment No. 83 to the Registrant’s Form N-1A Registration Statement on April 28, 2016 and incorporated herein by reference. |
6 |
i. | Amended Schedule A effective May 1, 2018 to the Expense Limitation Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc. dated January 1, 2016 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
ii. | Side Letter Agreement dated January 1, 2018 (Voya Russell™ Large Cap Index Portfolio, Voya Russell™ Mid Cap Growth Index Portfolio and Voya Russell™ Mid Cap Index Portfolio) to the Expense Limitation Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc. dated January 1, 2016 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
iii. | Side Letter Agreement dated May 1, 2018 (Voya International Index Portfolio) to the Expense Limitation Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc. dated January 1, 2016 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
iv. | Side Letter Agreement dated May 1, 2018 (Voya Global Equity Portfolio) to the Expense Limitation Agreement between Voya Investments, LLC and Voya Variable Portfolios, Inc. dated January 1, 2016 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
7. | Distribution Agreement between Voya Variable Portfolios, Inc. and Voya Investments Distributor, LLC dated November 18, 2014 – Filed as an Exhibit to Post-Effective Amendment No. 76 to the Registrant’s Form N-1A Registration Statement on February 11, 2014 and incorporated herein by reference. |
8. | Directors' Deferred Compensation Plan, effective September 15, 2005 – Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrant’s Form N-1A Registration Statement on August 19, 2008 and incorporated herein by reference. |
9. | a. | Custody Agreement with The Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 22 to the Registrant’s Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
i. | Amended Exhibit A dated July 14, 2017 to the Custody Agreement with The Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
b. | Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 22 to the Registrant’s Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
i. | Amended Exhibit A dated July 14, 2017 to the Foreign Custody Manager Agreement with The Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
ii. | Amended Schedule 2, effective June 4, 2008, to the Foreign Custody Manager Agreement with the Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 42 to the Registrant’s Form N-1A Registration Statement on August 19, 2008 and incorporated herein by reference. |
c. | Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 22 to the Registrant’s Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
i. | Amended Exhibit A dated July 14, 2017 to the Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
ii. | Amendment, effective October 1, 2011, to Securities Lending Agreement and Guaranty with The Bank of New York Mellon dated August 7, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 63 to the |
7 |
Registrant’s Form N-1A Registration Statement on November 28, 2011 and incorporated herein by reference. |
10. | a. | Fourth Amended and Restated Shareholder Services and Distribution Plan for Class S shares effective November 16, 2017 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
b. | Third Amended and Restated Shareholder Service and Distribution Plan for Class ADV shares effective November 16, 2017 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
i. | Waiver Letter dated May 1, 2018 to the Third Amended and Restated Shareholder Service and Distribution Plan for Class ADV shares effective November 16, 2017 with respect to Voya International Index Portfolio – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
c. | Fourth Amended and Restated Shareholder Services and Distribution Plan for Class S2 shares between Voya Variable Portfolios, Inc. and Voya Investments Distributor, LLC effective November 16, 2017 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
d. | Amended and Restated Shareholder Servicing Plan for Class T shares between Voya Variable Portfolios, Inc. and Voya Investments Distributor, LLC effective November 16, 2017 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
e. | Amended and Restated Distribution Plan for Class T shares between Voya Variable Portfolios, Inc. and Voya Investments Distributor, LLC effective November 16, 2017 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
i. | Waiver Letter dated May 1, 2018 to the Amended and Restated Distribution Plan for Class T shares between Voya Variable Portfolios, Inc. and Voya Investments Distributor, LLC effective November 16, 2017 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
f. | Third Amended and Restated Multi-Class Plan pursuant to Rule 18f-3 for Voya Variable Portfolios, Inc., effective March 9, 2017 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
11. | Opinion and Consent of Counsel – Filed herein. |
12. | Opinion and Consent of Counsel Supporting Tax Matters and Consequences – To be filed by subsequent post-effective amendment. |
13. a. | License Agreement between Aetna Services, Inc. and Aetna Variable Portfolios, Inc. dated June 19, 1996 – Filed as an Exhibit to Post-Effective Amendment No. 1 to the Registrant’s Form N-1A Registration Statement on March 7, 1997 and incorporated herein by reference. |
b. | Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 22 to the Registrant’s Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
i. | Amended Exhibit A dated July 14, 2017 to the Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
8 |
ii. | Investment Company Reporting Modernization Services Amendment to Fund Accounting Agreement dated February 1, 2018, to the Fund Accounting Agreement with The Bank of New York Mellon dated January 6, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
c. | Allocation Agreement (Investment Company Blanket Bond) dated September 24, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 22 to the Registrant’s Form N-1A Registration Statement on April 30, 2004 and incorporated herein by reference. |
i. | Amended Schedule A dated April 2007 to the Allocation Agreement dated September 24, 2003 – Filed as an Exhibit to Post-Effective Amendment No. 55 to the Registrant’s Form N-1A Registration Statement on April 28, 2010 and incorporated herein by reference. |
d. | Allocation Agreement (Directors and Officers Liability) dated September 26, 2002 – Filed as an Exhibit to Post-Effective Amendment No. 29 to the Registrant’s Form N-1A Registration Statement on April 27, 2007 and incorporated herein by reference. |
i. | Amended Schedule A dated April 2007 to the Allocation Agreement (Directors and Officers Liability) dated September 26, 2002 – Filed as an Exhibit to Post-Effective Amendment No. 39 to the Registrant’s Form N-1A Registration Statement on April 25, 2008 and incorporated herein by reference. |
e. | Transfer Agency Services Agreement with BNY Mellon Investment Servicing (U.S.) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) dated February 25, 2009 – Filed as an Exhibit to Post-Effective Amendment No. 51 to the Registrant’s Form N-1A Registration Statement on April 30, 2009 and incorporated herein by reference. |
i. | Amendment, effective February 8, 2011, to the Transfer Agency Services Agreement with BNY Mellon Investment Servicing (U.S.) Inc. dated February 25, 2009 – Filed as an Exhibit to Post-Effective Amendment No. 60 to the Registrant’s Form N-1A Registration Statement on April 25, 2011 and incorporated herein by reference. |
ii. | Amended Exhibit A dated January 20, 2017 to the Transfer Agency Services Agreement dated February 25, 2009 – Filed as an Exhibit to Post-Effective Amendment No. 89 to the Registrant’s Form N-1A Registration Statement on April 26, 2018 and incorporated herein by reference. |
14. | Consent of independent registered public accounting firm – Filed herein. |
15. | Not applicable. |
16. | Powers of Attorney – Filed herein. |
17. | Not applicable. |
ITEM 17. UNDERTAKINGS
1. | The undersigned 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 reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
2. | The undersigned 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. |
9 |
3. | The undersigned registrant undertakes to file a post-effective amendment to this registration statement upon the closing of the reorganization described in this registration statement that contains an opinion of counsel supporting the tax matters. |
10 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), the Registrant 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 State of Arizona on the 16th day of May, 2018.
Voya Variable Portfolios, Inc. | ||
By: | /s/Theresa K. Kelety | |
Theresa K. Kelety | ||
Assistant 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 |
Michael Bell* | Chief Executive Officer | May 16, 2018 |
Todd Modic* | Senior Vice President Chief/Principal Financial Officer | May 16, 2018 |
Colleen D. Baldwin* | Director | May 16, 2018 |
John V. Boyer* | Director | May 16, 2018 |
Patricia W. Chadwick* | Director | May 16, 2018 |
Martin J. Gavin* | Director | May 16, 2018 |
Russell H. Jones* | Director | May 16, 2018 |
Patrick W. Kenny* | Director | May 16, 2018 |
Shaun P. Mathews* | Interested Director | May 16, 2018 |
Joseph E. Obermeyer* | Director | May 16, 2018 |
Sheryl K. Pressler* | Director | May 16, 2018 |
Christopher P. Sullivan | Director | May 16, 2018 |
Roger B. Vincent* | Director | May 16, 2018 |
*By: | /s/ Theresa K. Kelety | |
Theresa K. Kelety | ||
as Attorney-in-Fact** |
** | Powers of Attorney for Michael Bell, Todd Modic and each Director - Filed herein. |
EXHIBIT INDEX
EXHIBIT NUMBER | EXHIBIT DESCRIPTION |
(11) | Opinion and Consent of Counsel |
(14) | Consent of Independent Registered Public Accounting Firm |
(16) | Powers of Attorney |
1 |