Form POS AMI Voya VARIABLE PORTFOLIOS

February 28, 2025 3:15 PM EST

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

Investment Company Act File No. 811-07651

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

 

THE INVESTMENT COMPANY ACT OF 1940

￿

Amendment No. 107

￿

(Check appropriate box or boxes)

 

VOYA VARIABLE PORTFOLIOS, INC.

(Exact Name of Registrant as Specified in Charter)

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

(Address of Principal Executive Offices)

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

Joanne F. Osberg, Esq.

Voya Investments, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

(Name and Address of Agent for Service)

With copies to:

Elizabeth J. Reza, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199-3600

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


EXPLANATORY NOTE

This Amendment No. 107 (the “Amendment”) to the Registration Statement of Voya Variable Portfolios, Inc. (the “Registrant”) on Form N-1A is being filed under the Investment Company Act of 1940 (the “1940 Act”), as amended, to amend and supplement Amendment No. 105 to the Registrant’s Registration Statement on Form N-1A, filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 29, 2024, under the 1940 Act (Accession No. 0001683863-24-003204) (“Amendment No. 105”) as pertaining to Parts A and B of the Registration Statement with respect to Voya VACS Index Series EM Portfolio, Voya VACS Index Series I Portfolio, Voya VACS Index Series MC Portfolio, and Voya VACS Index Series SC Portfolio (the “Portfolios”), each a series of the Registrant.

Part A and Part B of the Registration Statement with respect to the Portfolios as filed in Amendment No. 105, are incorporated herein by reference.

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

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


VOYA VARIABLE PORTFOLIOS, INC.

Voya VACS Index Series EM Portfolio

Voya VACS Index Series I Portfolio

Voya VACS Index Series MC Portfolio

Voya VACS Index Series SC Portfolio

(each a “Portfolio” and collectively, the “Portfolios”)

Amendment dated February 28, 2025 to the Portfolios’ current

Prospectus (the “Prospectus”)

and related Statement of Additional Information (the “SAI”),

each dated May 1, 2024

Effective February 28, 2025: (1) Steven Wetter is removed as a portfolio manager for the Portfolios; and

(2) Mark Buccigross is added as a portfolio manager for the Portfolios.

1.Effective immediately, the Prospectus is revised as follows:

a)All references to Steven Wetter as a portfolio manager for the Portfolios are removed from the Prospectus.

b)The sub-section of each Portfolio’s Prospectus entitled “Item 5. Management – Portfolio Management – Portfolio Managers” is deleted in its entirety and replaced with the following:

Portfolio Managers

 

Mark Buccigross

Kai Yee Wong

Portfolio Manager (since 02/25)

Portfolio Manager (since 10/22)

c)The table in the sub-section of the Portfolios’ Prospectus entitled “Item 10. Management, Organization, and Capital Structure – Portfolio Management” is amended to add the following:

Portfolio

Sub-Adviser

Portfolio

Recent Professional Experience

Manager

 

 

 

Mark Buccigross

Voya IM

Voya VACS Index

Mr. Buccigross, Portfolio Manager,

 

 

Series EM Portfolio

is on the quantitative equity team at

 

 

Voya VACS Index

Voya IM. Prior to joining Voya IM,

 

 

Series I Portfolio

he worked as an equity trader at

 

 

VACS Index Series

State Street Global Advisors, where

 

 

MC Portfolio

he was responsible for supporting

 

 

VACS Index Series

U.S., Canada, and emerging market

 

 

SC Portfolio

portfolio managers across

 

 

 

fundamental active, active

 

 

 

quantitative, and passive strategies.

 

 

 

Prior to that, Mr. Buccigross held a

 

 

 

similar position at GE Asset

 

 

 

Management.

2.Effective immediately, the SAI is revised as follows:

a)All references to Steven Wetter as a portfolio manager for the Portfolios are removed from the SAI.

1

b)The table in the sub-section of the SAI entitled “Item 20. Portfolio Managers – Other Accounts Managed” is amended to include the following:

 

 

Registered Investment

Other Pooled Investment

Other Accounts

 

 

Companies

 

Vehicles

 

 

 

 

Number

Total Assets

Number

 

Total Assets

Number

Total Assets

Portfolio

 

of

 

of

 

 

of

 

Manager

Fund(s)

Accounts

 

Accounts

 

Accounts

 

Mark

Voya VACS

0

$0

0

 

$0

0

$0

Buccigross1

Index Series

 

 

 

 

 

 

 

 

EM Portfolio

 

 

 

 

 

 

 

 

Voya VACS

 

 

 

 

 

 

 

 

Index Series I

 

 

 

 

 

 

 

 

Portfolio

 

 

 

 

 

 

 

 

Voya VACS

 

 

 

 

 

 

 

 

Index Series

 

 

 

 

 

 

 

 

MC Portfolio

 

 

 

 

 

 

 

 

Voya VACS

 

 

 

 

 

 

 

 

Index Series SC

 

 

 

 

 

 

 

 

Portfolio

 

 

 

 

 

 

 

1.As of December 31, 2024.

c)The table in the sub-section of the SAI entitled “Item 10. Portfolio Managers – Compensation – Voya IM” is deleted in its entirety and replaced with the following:

Portfolio

Portfolio Manager

Benchmark

 

 

 

Voya VACS Index Series EM Portfolio

Mark Buccigross and Kai Yee Wong

MSCI Emerging Markets IndexSM

Voya VACS Index Series I Portfolio

Mark Buccigross and Kai Yee Wong

MSCI EAFE® Index

Voya VACS Index Series MC Portfolio

Mark Buccigross and Kai Yee Wong

Russell Midcap® Index

Voya VACS Index Series SC Portfolio

Mark Buccigross and Kai Yee Wong

Russell 2000® Index

d)The table in the sub-section of the SAI entitled “Item 10. Portfolio Managers – Ownership of

Securities” is amended to include the following:

Portfolio Manager

Investment Adviser or

Fund(s) Managed by the

Dollar Range of Fund

 

Sub-Adviser

Portfolio Manager

Shares Owned

 

 

 

 

Mark Buccigross1

Voya IM

Voya VACS Index Series EM

None

 

 

Portfolio

 

 

 

Voya VACS Index Series I

None

 

 

Portfolio

 

 

 

Voya VACS Index Series MC

None

 

 

Portfolio

 

 

 

Voya VACS Index Series SC

None

 

 

Portfolio

 

1.As of December 31, 2024.

PLEASE RETAIN THIS AMENDMENT FOR FUTURE REFERENCE

2


PART C.
OTHER INFORMATION
Item 28. Exhibits
28 (a)(1)
28 (a)(2)
28 (a)(3)
28 (a)(4)
28 (a)(5)
28 (a)(6)
28 (a)(7)
28 (a)(8)
28 (a)(9)
28 (a)(10)
28 (a)(11)
28 (a)(12)
C-1

28 (a)(13)
28 (a)(14)
28 (a)(15)
28 (a)(16)
28 (a)(17)
28 (a)(18)
28 (a)(19)
28 (a)(20)
28 (a)(21)
28 (a)(22)
28 (a)(23)
C-2

28 (a)(24)
28 (a)(25)
28 (a)(26)
28 (a)(27)
28 (a)(28)
28 (a)(29)
28 (a)(30)
28 (a)(31)
28 (a)(32)
28 (a)(33)
28 (a)(34)
28 (a)(35)
28 (a)(36)
C-3

28 (a)(37)
28 (a)(38)
28 (a)(39)
28 (a)(40)
28 (a)(41)
28 (a)(42)
28 (a)(43)
28 (a)(44)
28 (a)(45)
28 (a)(46)
28 (a)(47)
28 (a)(48)
C-4

28 (a)(49)
28 (a)(50)
28 (a)(51)
28 (a)(52)
28 (a)(53)
28 (a)(54)
28 (a)(55)
28 (a)(56)
28 (a)(57)
28 (a)(58)
28 (a)(59)
28 (a)(60)
28 (b)(1)
28 (c)(1)
C-5

28 (d)(1)(i)
28 (d)(1)(ii)
28 (d)(1)(iii)
28 (d)(1)(iv)
28 (d)(1)(v)
28 (d)(2)
28 (d)(3)
28 (d)(3)(i)
28 (d)(4)
28 (d)(5)
28 (d)(5)(i)
28 (d)(5)(ii)
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28 (d)(5)(iii)
28 (d)(5)(iv)
28 (d)(5)(v)
28 (e)(1)
28 (e)(1)(i)
28 (e)(2)
28 (f)(1)
28 (g)(1)
28 (g)(1)(i)
28 (g)(1)(ii)
28 (g)(1)(iii)
28 (g)(2)
28 (g)(2)(i)
28 (g)(2)(ii)
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28 (g)(2)(iii)
28 (g)(2)(iv)
28 (g)(3)
28 (g)(3)(i)
28 (g)(3)(ii)
28 (g)(3)(iii)
28 (g)(3)(iv)
28 (h)(1)
28 (h)(1)(i)
28 (h)(1)(ii)
28 (h)(1)(iii)
28 (h)(1)(iv)
28 (h)(2)
28 (h)(2)(i)
C-8

28 (h)(3)
28 (h)(3)(i)
28 (h)(4)
28 (h)(4)(i)
28 (h)(4)(ii)
28 (h)(4)(iii)
28 (h)(4)(iv)
28 (h)(4)(v)
28 (h)(4)(vi)
28 (h)(5)
28 (i)(1)
28 (i)(2)
28 (i)(3)
C-9

28 (i)(4)
28 (i)(5)
28 (i)(6)
28 (i)(7)
28 (i)(8)
28 (i)(9)
28 (i)(10)
28 (i)(11)
28 (i)(12)
28 (i)(13)
28 (i)(14)
28 (i)(15)
28 (i)(16)
28 (i)(17)
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28 (j)(1)
Not applicable.
28 (j)(2)
Not applicable.
28 (k)
Not applicable.
28 (l)
28 (m)(1)
28 (m)(2)
28 (m)(2)(i)
28 (m)(3)
28 (n)(1)
28 (o)
Not applicable.
28 (p)(1)
Item 29. Persons Controlled by or Under Common Control with Registrant
None
Item 30. 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.
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(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 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, 2026].
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 31. Business and Other Connections of Investment Advisers
Any other business, profession, vocation or employment of a substantial nature in which the investment adviser and each sub-adviser of Voya Variable Portfolios, Inc. and each director, officer or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, employee,
C-12

partner or trustee is described in each investment adviser’s Form ADV as currently on file with the SEC, the text of which is hereby incorporated by reference.
INVESTMENT ADVISER
FILE NO.
Voya Investments, LLC
801-48282
Voya Investment Management Co. LLC
801-9046
Item 32. Principal Underwriter
(a)
Voya Investments Distributor, LLC is the placement agent or principal underwriter, as applicable, for Voya Credit Income Fund; Voya Enhanced Securitized Income Fund; Voya Equity Trust; Voya Funds Trust; Voya Government Money Market Portfolio; Voya Intermediate Bond Portfolio; Voya Investors Trust; Voya Mutual Funds; Voya Partners, Inc.; Voya Separate Portfolios Trust; Voya Variable Funds; Voya Variable Insurance Trust; Voya Variable Portfolios, Inc.; and Voya Variable Products Trust.
(b)
Information as to the directors and officers of the placement agent or principal underwriter, as applicable, together with the information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of the placement agent or principal underwriter, as applicable, in the last two years, is included in the table below:
Name and Principal Business
Address
Positions and Offices with Voya Investments Distributor, LLC
Positions and Offices with the Registrant
Stephen Easton
One Orange Way
Windsor, Connecticut
06095
Chief Compliance Officer
None
Huey P. Falgout, Jr.
7337 E. Doubletree Ranch
Road, Suite 100
Scottsdale, Arizona 85258
Secretary
None
Bill Golden
230 Park Avenue
New York, New York
10169
Director and Managing Director
None
Michelle P. Luk
230 Park Avenue
New York, New York
10169
Senior Vice President and Treasurer
None
Marino Monti, Jr.
One Orange Way
Windsor, Connecticut
06095
Chief Information Security Officer
None
Francis G. O’Neill
One Orange Way
Windsor, Connecticut
06095
Senior Vice President and Chief Risk Officer
None
Monia Piacenti
One Orange Way
Windsor, Connecticut
06095
Anti-Money Laundering Officer
Anti-Money Laundering Officer
Tiffani Potesta
230 Park Avenue
New York, New York
10169
Director, President and Chief Executive Officer
None
C-13

Name and Principal Business
Address
Positions and Offices with Voya Investments Distributor, LLC
Positions and Offices with the Registrant
Andrew K. Schlueter
7337 E. Doubletree Ranch
Road, Suite 100
Scottsdale, Arizona 85258
Senior Vice President
Senior Vice President
Robert P. Terris
5780 Powers Ferry Road
NW
Atlanta, Georgia 30327
Senior Vice President
Senior Vice President
Catrina Willingham
5780 Powers Ferry Road
NW
Atlanta, Georgia 30327
Vice President, Chief Financial Officer,
Controller, and Financial and Operations
Principal
None
(c)
Not applicable.
Item 33. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the offices of: (a) the Registrant, (b) the Investment Adviser, (c) the Distributor, (d) the Custodian, (e) the Transfer Agent, and (f) the Sub-Adviser. The address of each is as follows:
(a)
Voya Variable Portfolios, Inc.
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(b)
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(c)
Voya Investments Distributor, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(d)
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
(e)
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
(f)
Voya Investment Management Co. LLC
230 Park Avenue
New York, New York 100169
Item 34. Management Services
N/A
Item 35. Undertakings
None
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SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment No. 107 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and the State of Arizona on the 28th day of February 2025.

VOYA VARIABLE PORTFOLIOS, INC.

By: /s/ Joanne F. Osberg

Joanne F. Osberg

Secretary




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