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Exhibit (p)(9)
FORM OF
ING INVESTMENT MANAGEMENT ADVISORS B.V.
CODE OF ETHICS FOR ADVISERS TO INVESTMENT COMPANIES
All employees, officers and directors of ING Investment Management, The
Hague, are subject to the ING Group General Code of Conduct, the ING Group
Regulations concerning Private Portfolio Investment Transactions by Insiders and
the IIM Code of Conduct concerning Confidential Information and Chinese Walls.
In addition, pursuant to provisions of Rule 17j-1 under the Investment
Company Act of 1940, (the "1940 Act"), ING Investment Management Advisors B.V.
("IIMA") has adopted this Code of Ethics to specify and prohibit certain types
of transactions involving an Investment Company deemed to create actual
conflicts of interest, the potential for conflicts, or the appearance of
conflicts, and to establish reporting requirements and enforcement procedures.
This Code of Ethics applies to all Access Persons and Investment Personnel of
the Advisers, as defined herein.
I. STATEMENT OF GENERAL PRINCIPLES
In recognition of the trust and confidence placed in the Adviser by the
Investment Companies and to give effect to the Adviser's belief that its
operations should be directed to the benefit of the Investment Companies, the
Adviser hereby adopts the following general principles to guide the actions of
its employees, officers, and directors:
(1) The interests of the Investment Companies are paramount. All
of the Adviser's personnel must conduct themselves and their
operations to give maximum effect to this tenet by assiduously
placing the interests of the Investment Companies before their
own.
(2) All personal transactions in Securities by the Adviser's
personnel must be accomplished so as to avoid a conflict of
interest on the part of such personnel with the interests of
any Investment Company.
(3) All of the Adviser's personnel must avoid actions or
activities that allow (or appear to allow) a person to profit
or benefit from his or her position with respect to an
Investment Company, or that otherwise bring into question the
person's independence or judgment.
In general, the ING Group Regulations concerning Private Portfolio
Investment Transactions by Insiders requires employee and employee-related
accounts to be maintained at BKP (Banking branch for the personnel of ING Group)
and/or CenE (CenE Bankiers N.V.). If Approval is granted by Compliance Bureau of
the Netherlands ("CBN") or the Executive Board of ING Insurance to maintain an
account elsewhere, arrangements must be made to have duplicate confirmations
sent directly to CBN. CBN may, in its discretion, authorise receipt of other
account records in lieu of confirmation and statements.
II. DEFINITIONS
(1) "Access Person" shall mean (i) each director, officer or
general partner of the Investment Company or Adviser, (ii)
each employee of the Investment Company or Adviser (or of any
company in a control relationship to the Adviser) who, in
connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase
or sale of a Security by an Investment Company, or whose
functions relate to making any recommendations with respect to
such purchases or sales, and (iii) any natural person in a
control relationship to the Adviser or an Investment Company
who obtains information concerning recommendations made with
respect to the purchase or sale of a Security by an Investment
Company. (Exhibit A sets forth a list of current Access
Persons).
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(2) "Adviser" means IIMA, a registered investment adviser that
advises or sub-advises an Investment Company. IIMA operates
under the collective management of ING Investment Management,
The Hague.
(3) "Affiliated Account" means any account which is affiliated
with the Adviser.
(4) "Beneficial Ownership" of a Security is interpreted in the
same manner as it is for purposes of Section 16 of the
Securities Exchange Act of 1934. This means that a person
should generally consider himself or herself the beneficial
owner of any Securities in which he or she has a direct or
indirect pecuniary interest. In addition, a person should
consider himself or herself the beneficial owner of Securities
held by (i) his or her spouse or minor children, (ii) a
relative who shares his or her home, or (iii) other persons by
reason of any contract, arrangement, understanding, or
relationship that provides him or her with sole or shared
voting or investment power over the Securities held by such
person.
(5) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that
"control" means the power to exercise a controlling influence
over the management or policies of a company, unless such
power is solely the result of an official position with such
company. Ownership of 25% or more of a company's outstanding
voting securities is presumed to give the holder of such
Securities control over the company. This is a rebuttable
presumption, and it may be countered by the facts and
circumstances of a given situation.
(6) "IIMA" means ING Investment Management Advisors B.V.
(7) "Investment Company" means an investment company registered
under the 1940 Act for which the Adviser acts as adviser or
sub-adviser.
(8) "Investment Personnel" means (i) all Access Persons who, in
connection with his or her regular functions or duties, makes
or participates in making recommendations regarding the
purchase or sale of securities by the Investment Company; and
(ii) any natural person who controls the Adviser or Investment
Company and who obtains information concerning recommendations
made to the Investment Company. (Exhibit B sets forth a list
of current Investment Personnel for Investment Companies).
(9) An Access Person's "Personal Account" means any Securities
Account in which such Access Person has direct or indirect
Beneficial Ownership (excluding accounts for limited
partnerships or other pooled investment vehicles in which such
person is an investor along with unrelated third parties and
holds a minority interest in the vehicles).
(10) "Purchase or sale of a Security" includes, among other things,
the writing of an option to purchase or sell a Security.
(11) "Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the 1940 Act, except that it shall not
include obligations of the Government or an agency thereof,
bankers' acceptances, bank certificates of deposit, commercial
paper, high quality short-term debt instruments (including
repurchase agreement) and shares of listed open-end mutual
funds.
(12) A "Security held or to be acquired" by an Investment Company
means any Security which, within the period stated under Rule
17j-1 under the 1940 Act, (i) is or has been held by an
Investment Company; or (ii) is being or has been considered by
the Adviser for purchase by an Investment Company; and (iii)
and option to purchase or sell, and any security convertible
into or exchangeable for a security.
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(13) A Security is "being purchased or sold" by an Investment
Company from the time when a recommendation has been
communicated to the person who places the buy and sell orders
for an Investment Company until the time when such program has
been fully completed or terminated.
(14) The designated "Review Officers" are:
- members of General Management ING Investment
Management, The Hague;
- director of Equity Investments;
- director of global Research;
- head of the Compliance Department;
- another to be appointed Review Officer.
III. PROHIBITED PURCHASES AND SALES OF SECURITIES
(1) No Access Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Security
held or to be acquired by any Investment Company:
(A) employ any device, scheme, or artifice to defraud
such Investment Company;
(B) make to such Investment Company any untrue statement
of a material fact or omit to state to such
Investment Company a material fact necessary in order
to make the statements made, in light of the
circumstances under which they are made, not
misleading;
(C) engage in any act, practice or course of business
that would operate as a fraud or deceit upon such
Investment Company; or
(D) engage in any manipulative practice with respect to
such Investment Company.
(2) Subject to Section IV , no Access Person may purchase or sell,
directly or indirectly, any individual Security. Furthermore
Access persons are not allowed to invest in closed-end funds
within the universe of the Mutual Funds, which are managed by
ING Investment Management
(3) No Investment Personnel may acquire Securities as part of an
initial public offering.
(4) No Investment Personnel shall purchase a Security offered in a
private placement.
IV. EXEMPTIONS OF PROHIBITED TRANSACTIONS AND PRE-CLEARANCE OF TRANSACTIONS
(1) Access Persons may (after pre-clearance) buy or sell
Securities of companies, which are part of S&P 500 and Eurotop
100, aside from special trading situations, which in case of
these large liquid stocks only occasionally can occur. The
minimum holding period for these Securities is 30 days.
(2) With respect to holdings of other Securities than mentioned in
Section IV (1) and acquired before September 1, 2000, Access
Person may sell (after pre-clearance) these Securities subject
to section IV (3). For these Securities a holding period of 30
day is applicable.
(3) If the sale of Securities mentioned in Section IV (2) appears
to be within 24 hours before or after the time that the same
Security is being sold by any Investment Company, a relative
transaction profit can be assumed if and when the transaction
has been done at better prices than the sale of the Investment
Company. In the case of large liquid securities there usually
is an assumption of no such relative transaction profits. Any
relative transaction profit have to be disgorged to the
Investment Company or Investment Companies on a pro rata
basis.
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(4) Access Persons may, in compliance with the applicable ING
Group Regulations, cause transactions in (all) Securities in
any account of him or her which is managed on a discretionary
basis by BKP or Cen E or any other bank or portfolio manager
as referred to in the Act on the Supervision of the Securities
Trade 1995 or by comparable foreign banks or portfolio
managers.
(5) Each Access Person is allowed to exercise, in compliance with
the applicable requirements, the ING Options granted by ING
Group as compensation to him or her as an employee.
(6) Employees of ING Investment Management, The Hague, may effect
transactions in listed open-end mutual funds via BKP and CenE
which are managed by ING Investment Management, The Hague,
with a holding period of 30 days.
V. PRE-CLEARANCE OF TRANSACTIONS
(1) Except as provided in Section V(2), each Access Person must
pre-clear each proposed transaction in Securities with a
Review Officer prior to proceeding with the transaction. No
transaction in Securities shall be effected without the prior
approval of a Review Officer. In determining whether to grant
such clearance, the Review Officer shall refer to Section V,
below. Preclearance of a Securities transaction is valid for
24 hours.
(2) The preclearance requirements of Section V(1) shall not apply
to the following transactions:
(A) Purchases or sales over which the Access Person has
no direct or indirect influence or control (including
purchases or sales in any account of an Access Person
which is managed on a discretionary basis by a person
other than the Access Person).
(B) Purchases or sales that are non-volitional on the
part of the Access Person, including purchases or
sales upon exercise of puts or calls written by the
Access Person and sales from a margin account
pursuant to a bona fide margin call.
(C) Purchases that are part of an automatic dividend
reinvestment plan.
(D) Purchases effected upon the exercise of rights issued
by an issuer pro rata to all holders of a class of
its Securities, to the extent such rights were
acquired from such issuer, and sales of such rights
so acquired.
(E) Transactions in obligations of the Government or an
agency thereof and shares of listed open-end mutual
funds (inclusive listed open-end mutual funds managed
by ING Investment Management).
(4) The following transactions shall be entitled to clearance by
the Review Officers:
(A) Transactions which are in accordance with Section IV
(B) Purchases or sales of Securities that are not
eligible for purchase or sale by any Investment
Company as determined by reference to the 1940 Act
and blue sky laws and regulations thereunder, the
investment objectives and policies and investment
restrictions of the Investment Company and any
undertakings made to regulatory authorities.
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VI. ADDITIONAL RESTRICTIONS AND REQUIREMENTS
(1) No Investment Personnel shall accept a position as a director,
trustee or general partner of a private or publicly traded
company unless the acceptance of such position has been
approved by General Management ING Investment Management, The
Hague, as consistent with the interests of the Investment
Company.
(2) CBN promptly receives information (in automated form) form BKP
or CenE concerning the transactions of all Access Persons,
which have an account at BKP or CenE. Compliance with this
provision for persons who maintain accounts other than at CBN
or CenE can be effected by the Access Person by providing
duplicate copies of all such statements and confirmations
directly to CBN within two business days of receipt by the
Access Person.
(3) Each Access Person must provide to CBN a complete listing of
all Securities owned by such person at the time the individual
first becomes an Access Person. Thereafter annually, as of
December 31 of each year , a complete listing of all
Securities owned by such person have to be provided. Any
initial listing must be submitted within 10 days of the date
upon which such person first became an Access Person of the
Adviser. Such listing may be provided by monthly brokerage
statements and must include all information required by Rule
17j-1.
VII. REPORTING OBLIGATION
(1) The Adviser shall create and thereafter maintain a list of all
Access Persons and Investment Personnel.
(2) All transactions in Securities in which an Access Person has,
or by reason of such transaction acquires, any direct or
indirect beneficial ownership, via BKP or CenE will provided
in an automated form to CBN. Access Persons who maintain
accounts other than at CBN or CenE have to send duplicate
copies of all statements and confirmations directly to CBN
within two business days of receipt by the Access Person.
(3) Every Access Person shall certify annually that he or she:
(A) has read and understands this Code;
(B) recognises that he or she is subject to the Code;
(C) has complied with the Code; and
(D) has disclosed and reported all personal Securities
transactions required to be disclosed or reported.
VIII. REVIEW AND ENFORCEMENT
(1) If the ING Legal and Compliance Department determines that a
violation of this Code may have occurred, the employee shall
submit his or her written determination, together with any
additional explanatory material provided by the individual to
CBN, who shall make an independent determination as to whether
a violation has occurred.
(2) If CBN finds that a violation has occurred, CBN shall impose
upon the individual such sanctions deemed appropriate.
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(3) No person shall participate in a determination of whether he
or she has committed a violation of this Code or of the
imposition of any sanction against himself.
IX. RECORDS
The Adviser shall maintain records in the manner and to the extent set
forth below, which records shall be available for examination by
representatives of the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any
time within the past five years has been, in effect shall be
preserved in an easily accessible place;
(2) A record of any violation of this Code, and of any action
taken as a result of such violation, shall be preserved in an
easily accessible place for a period of not less than five
years following the end of the fiscal year in which the
violation occurs;
(3) All automated information of transactions from BKP and/or
CenE, copies of all statements and confirmations of Access
Persons who are allowed to maintain an account elsewhere and
all initial and annual listings of all securities of Access
Persons shall be preserved for a period of not less than five
years from the end of the fiscal year in which it is
provided/made, the first two years in an easily accessible
place; and;
(4) A list of all persons who are, or within the past five years
have been, subject to this Code shall be maintained in an
easily accessible place.
IX. MISCELLANEOUS
(1) All reports of Securities transactions and any other
information filed with the Adviser pursuant to this Code shall
be treated as confidential.
(2) The Adviser may from time to time adopt such interpretations
of this Code as it deems appropriate.
(3) General Management ING Investment Management, The Hague, shall
report to the Adviser and to the Board of Trustees of each
Investment Company at least annually as to the operation of
this Code and shall address in any such report the need (if
any) for further changes or modifications to this Code. If
required, General Management ING Investment Management, The
Hague, shall also provide a Certification to the Board of
Trustees of each Investment Company that the Adviser has
adopted such procedures as are reasonably necessary to prevent
violations of this Code.
Originally Adopted: ___________
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EXHIBIT A-ACCESS PERSONS
Alphabetical List
Ait Barghane, I.
Ancher, P.A.
Anderlind, P.C.
Arends, D.A.
Berg, H.J. van Den
Bergsma, G.H.
Berkel, A.J.
Besten, P. den
Bijnen, V. van
Blokzijl, T.J.
Boer, H.J.
Bootsma, M.A.
Borst, J.
Bos, J.K.H. van den
Bouwes Bavinck, P.K.
Broer, C.P.
Bruinsma, A.J.
Chan, K.J.
Cheng, Y.L.
Coninck, V. de
Dashorst, G.W.M.
Deckman, M.R.
Derks, J.W.J.M.
Diersman, A.C.
Doel, J.A. van den
Doorn, W.J. van
Eeghen, J. van
File, M.A.
Geelen, B.M.
Gent, J.L.
Gerritsen, M.
Ghielen, C.T.R.
Hayes, D.T.
Hayes, M.E.
Hes, M.S.
Idzerda, H.H.
Jagroep, D.
Jansen, M.J.
Jillissen, AEA
Keus, A.
Kleeven, H.G.J.J.
Klein, M.A.
Koenen, P.L.
Kool, W.T.C.
Kort, D.
Koudenburg, R.R.
Kraan, I.C.M.
Krijgsman, K.N.
Laan, A.L.G. van der
Lacourt, R.
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Latukolan, S.D.K.
Leersum-Kooring, W.C.E. van
Letter, M.A. de
Lie, S.
Lipsch, M.M.H.
Meijer, R.S.
Mignon, B.J.R.
Molenaar, D.J.
Mongrut Montalvan, S.L.D.L.
Moolhuizen, F.
Morars, M.M.M.
Myant, A.N.
Nijssen, F.W.M.
Oosten, E.L.M. van
Oubadia, S.
Palecek, R.C.
Paulus van Pauwvliet, M.H.
Penning, R.T.
Pestiaux-Vandeville, B.Y.G.M.
Plaisted, J.S.
Raap, E.M.
Rattan, B.S.
Rhamdiansing, G.
Rijn, M.W.M. van
Rijsdijk, W.M.
Rooijen, B.M. van
Roon, P.S. van
Ruijter, F. de
Salm, M.L.M. van der
Sanyal, B.S.
Schop, P.J.
Sep, C.J.
Sewbalak, R.F.
Sidali, M.
Sitabi, A.
Smallegange, R.A.J.
Sman-van Rees, C.P. van der
Soochitsing, N.
Steenbergen, M.A.
Stolwijk, C.L.
Thissen, M.P.A.
Tiggelen, A.H.M. van
Ubas, J.H.
Uding, G.H.P.
Veldman, B.
Verzuu, D.J.
Vliet, C.P. van
Vrouwes, P.J.
Wijk, T. van
Wullus, K.M.C.
Zwan, M. van der
Zwartbol, M.
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EXHIBIT B-ADVISORY CLIENTS/INVESTMENT PERSONNEL
ING Funds Trust-ING Global Brand Names Fund
ING Funds Trust-ING European Equity Fund
ING Funds Trust-ING Global Information Technology Fund
ING Funds Trust-ING Global Communication Fund
ING Funds Trust-ING Internet Fund
ING Funds Trust-ING Internet Fund II
ING Funds Trust-ING Global Real Estate Fund
ING Funds Trust-ING Quality of Life Fund
Alphabetical List
Arends, D.A.
Bergsma, G.H.
Besten, P. den
Boer, H.J.
Eeghen, J. van
Geelen, B.M.
Ghielen, C.T.R.
Hayes, D.T.
Idzerda, H.H.
Kleeven, H.G.J.J.
Koenen, P.L.
Kraan, I.C.M.
Lipsch, M.M.H.
Myant, A.N.
Mignon, B.J.R.
Moolhuizen, F.
Palecek, R.C.
Paulus van Pauwvliet, M.H.
Pestiaux-Vandeville, B.Y.G.M.
Rijn, M.W.M. van
Salm, M.L.M. van der
Schop, P.J.
Smallegange, R.A.J.
Tiggelen, A.H.M. van
Ubas, J.H.
Uding, G.H.P.
Verzuu, D.J.
Vliet, C.P. van
Vrouwes, P.J.
Wullus, K.M.C.
Wijk, T. van
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ANNUAL CERTIFICATION
I certify that I have read the Code of Ethics for Advisers to
Investment Companies dated September 2000:
1. I understand the contents of the Code of Ethics.
2. I recognize that I am subject to the provisions of the Code of Ethics
and have complied with such provisions during .
3. I have disclosed and reported all personal securities transactions
during required to be disclosed and reported under the Code of Ethics.
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Signature of Access Person
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Print Name
Dated:
