CODE OF ETHICS
ING Mutual Funds Management Co. LLC
ING Funds Distributor, Inc.
ING Fund Services Co. LLC
(collectively, "ING Entities")
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This Code of Ethics (the "Code") establishes rules of conduct for
persons who are associated with the ING Entities referred to above. The Code
governs their personal investment and other investment-related activities.
The basic rule is very simple: put the client's interests first.
Officers, Directors and employees owe a fiduciary duty to, among others, the
shareholders of each of the funds of the ING Funds Trust listed in Exhibit A
(each a "Fund", and collectively, the "Funds"), to conduct their personal
Securities (as defined herein) transactions in a manner which does not interfere
with Fund portfolio transactions or otherwise take unfair advantage of their
relationships with the Funds. Persons covered by the Code must adhere to these
general principles as well as comply with the Code's specific provisions.
Some of the rules are imposed specifically by law. For example, the
laws that govern investment advisers specifically prohibit fraudulent activity,
which includes, among other improper activity, making statements that are not
true or that are misleading or omit something that is significant in the context
and engaging in manipulative practices. These are general concepts, of course,
and over the years the courts, the regulators and investment advisers have
issued interpretations and established codes of conduct for their employees and
others who have access to their investment decisions and trading activities.
Indeed, the rules obligate investment advisers to adopt written rules that are
reasonably designed to prevent the illegal activities described above and must
follow procedures that will enable them to prevent such activities.
This Code is intended to assist persons associated with the ING
Entities in fulfilling their obligations under the law. The first part lays out
who the Code applies to, the second part deals with personal investment
activities, the third part deals with other sensitive business practices, and
subsequent parts deal with reporting and administrative procedures.
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The Code is very important to the ING Entities and persons
associated with the ING Entities. Violations may not only cause the ING Entities
embarrassment, loss of business, legal restrictions, fines and other punishments
but for persons governed by this Code, demotion, suspension, firing, ejection
from the securities business and very large fines.
I. Applicability
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(A) The Code applies to each of the following:
1. The ING Entities referred to at the top of page one of the
Code.
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2. Any officer, director or employee of any of the ING Entities
whose job regularly involves him in the investment process.
This includes the formulation and making of investment
recommendations and decisions, the purchase and sale of
securities for the Funds and the utilization of information
about investment recommendations, decisions and trades. Due
to the manner in which the ING Entities conduct their
business, every employee should assume that he is subject to
the Code unless the Compliance Officer specifies otherwise.
3. Any natural person who controls any of the ING Entities, and
who obtains information regarding the Funds' investment
recommendations or decisions. However, a person whose control
arises only as a result of his official position with such
entity is excluded.
4. Any director, officer, general partner or person performing a
similar function for the ING Entities even if he has no
knowledge of and is not involved in the investment process
related to the Funds. The Code shall not apply to any
director, officer, general partner or person performing a
similar function if such individual is required to comply
with another organization's code of ethics pursuant to Rule
17j-1 under the Investment Company Act of 1940, as amended.
(B) Definitions
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1. Access Persons. The persons described in items (A)2 and (A)3
above.
2. Access Person Account. Includes all advisory, brokerage,
trust or other accounts or forms of direct beneficial
ownership in which one or more Access Person and/or one or
more members of an Access Person's immediate family have a
substantial proportionate economic interest. Immediate
family includes an Access Person's spouse and minor children
living with the Access Person. A substantial proportionate
economic interest will generally be 10% of the principal
amount in the case of an account in which only one Access
Person has an interest and 25% of the principal amount in the
case of an account in which more than one Access Person has
an interest, whichever is first applicable. Investment
partnerships and similar indirect means of ownership are also
included.
As an exception, accounts in which one or more Access Persons
and/or their immediate family have a substantial proportionate
interest which are maintained with persons who have no
affiliation with the Funds or the ING Entities and with
respect to which no Access Person has, in the judgment of the
Compliance Officer after reviewing the terms and
circumstances, any direct or indirect influence or control
over the investment or portfolio execution process are not
Access Person Accounts.
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3. Affiliates of the Funds. The ING Entities.
4. Associate Portfolio Managers. Access Persons who are engaged
in securities research and analysis for designated Funds or
are responsible for investment recommendations for designated
Funds but who are not particularly responsible for investment
decisions with respect to any Funds.
5. Compliance Officer. The compliance officer of ING Mutual
Funds Management Co. LLC or an affiliate.
6. Covered Persons. The ING Entities, the Access Persons and
the persons described in item (A)4 above.
7. Portfolio Managers. Access Persons who are principally
responsible for investment decisions with respect to any of
the Funds.
8. Security. Any financial instrument treated as a security for
investment purposes and any related instrument such as
futures, forward or swap contract entered into with respect
to one or more securities, a basket of or an index of
securities or components of securities. However, the term
security does not include securities issued by the Government
of the United States, bankers' acceptances, bank certificates
of deposit, or shares of registered open-end investment
companies.
II. Restrictions on Personal Investing Activities
---------------------------------------------
(A) Fraudulent or Deceptive Practices
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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 the Funds:
(1) employ any device, scheme or artifice to defraud the
Funds;
(2) make to the Funds any untrue statement of a material
fact or omit to make to the Funds a material fact
necessary in order to make the statement made, in light
of the circumstances under which they are made, not
misleading;
(3) engage in any act, practice or course of business which
would operate as a fraud or deceit upon the Funds;
(4) engage in any manipulative practice with respect to the
Funds;
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(5) trade while in possession of material non-public
information for personal or other investment accounts,
or disclosing such information to others in or outside
the ING Entities' who have no need for this information.
It is a violation of federal securities laws to buy or sell
securities while in possession of material non-public information
and illegal to communicate such information to a third party who
buys or sells.
(B) Basic Restriction on Investing Activities
-----------------------------------------
If a purchase or sale order is pending or under active consideration
for any Fund, neither the same Security nor any related Security
(such as an option, warrant or convertible security) may be bought
or sold for any Access Person Account.
(C) Initial Public Offerings
------------------------
No Security or related Security may be acquired in an initial public
offering for any Portfolio Manager or Associate Portfolio Manager.
(D) Blackout Period
---------------
No Security or related Security may be bought or sold for the
account of any Portfolio Manager or Associate Portfolio Manager
during the period commencing seven (7) calendar days prior to and
ending seven (7) calendar days after the purchase or sale (or entry
of an order for the purchase or sale) of that Security or any
related Security for the account of any Fund with respect to which
such person has been designated a Portfolio Manager or Associate
Portfolio Manager.
(E) Exempt Transactions
-------------------
Participation on an ongoing basis in an issuer's dividend
reinvestment or stock purchase plan, participation in any
transaction over which no Access Person had any direct or indirect
influence or control and involuntary transactions (such as mergers,
inheritances, gifts, etc.) are exempt from the restrictions set
forth in paragraphs (B) and (D) above without case by case
preclearance under paragraph (G) below.
(F) Permitted Exceptions
--------------------
Purchases and sales of the following Securities are exempt from the
restrictions set forth in paragraphs B and D above if such purchases
and sales comply with the preclearance requirements of paragraph (G)
below:
1. Non-convertible fixed income Securities rated at least "A";
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2. Equity Securities of a class having a market capitalization
in excess of $1 billion;
3. Equity Securities of a class having a market capitalization in
excess of $500 million if the transaction in question and the
aggregate amount of such Securities and any related Securities
purchased and sold for the Access Person Account in question
during the preceding 60 days does not exceed $10,000 or 100
shares; and
4. Municipal Securities.
In addition, the exercise of rights that were received pro rata with
other security holders is exempt if the preclearance procedures are
satisfied.
(G) Pre-Clearance of Personal Securities Transactions
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No Security may be bought or sold for an Access Person Account
unless (i) the Access Person obtains prior approval from the
Compliance Officer or, in the absence of the Compliance Officer,
from a designee of the Compliance Officer; (ii) the approved
transaction is completed on the same day approval is received; and
(iii) the Compliance Officer does not rescind such approval prior to
execution of the transaction (See paragraph I below for details of
the Pre-Clearance Process.)
(H) Private Placements
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The Compliance Officer will not approve purchases or sale of
Securities that are not publicly traded, unless the Access Person
provides full details of the proposed transaction (including written
certification that the investment opportunity did not arise by
virtue of such person's activities on behalf of any Fund) and the
Compliance Officer concludes, after consultation with one or more of
the relevant Portfolio Managers, that the Funds would have no
foreseeable interest in investing in such Security.
(I) Pre-Clearance Process
---------------------
1. No Securities may be purchased or sold for any Access Person
Account unless the particular transaction has been approved in
writing by the Compliance Officer. The Compliance Officer
shall review, confirmations from brokers to assure that all
transactions effected for Access Person Accounts are effected
in compliance with this Code.
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<PAGE>
2. No Securities may be purchased or sold for any Access Person
Account other than through the trading desk designated by the
Compliance Officer, unless express permission is granted by
the Compliance Officer. Such permission may be granted only
on the condition that the third party broker supply the
Compliance Officer, on a timely basis, duplicate copies of
confirmations of all personal Securities transactions for
such Access Person in the accounts maintained with such third
party broker and copies of periodic statements for all such
accounts.
3. Detailed proposed transaction information must be completed
and submitted to the Compliance Officer for approval prior to
entry of an order.
4. After reviewing the proposed trade and the level of potential
investment interest on behalf of the Funds in the Security in
question and the Funds restricted lists, the Compliance
Officer shall approve (or disapprove) a trading order on
behalf of an Access Person as expeditiously as possible. The
Compliance Officer will generally approve transactions
described in paragraph (F) above unless the Security in
question or a related security is on the restricted list or
the Compliance Officer believes for any other reason that the
Access Person Account should not trade in such Security at
such time.
5. Once an Access Person's proposed transaction is approved, the
transaction must be executed on the same day. If the Access
Person's trading order request is not approved, or is not
executed on the same day it is approved, the clearance lapses
although such trading order request may be resubmitted at a
later date.
6. In the absence of the Compliance Officer, an Access Person may
submit his or her proposed transaction request to a designee
of the Compliance Officer if the Compliance Officer in its
sole discretion wishes to appoint one. Trading Approval for
the Compliance Officer must be obtained from a designated
supervisory person of the Compliance Officer.
7. The Compliance Officer shall review all proposed transaction
requests, all confirmations and statements, and annual
disclosure certifications with a view to ensuring that all
Covered Persons are complying with the spirit as well as the
detailed requirements of this Code.
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III. Other Investment-Related Restrictions
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(A) Gifts
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No Access Person shall accept any gift or other item of more than
$100 in value from any person or entity that does business with or
on behalf of any Fund.
(B) Service As a Director
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No Portfolio Manager or Assistant Portfolio Manager shall commence
service on the Board of Directors of a publicly traded company or
any company in which any Fund has an interest without prior
authorization from the Compliance Officer based upon a determination
that the Board service would not be inconsistent with the interests
of the Funds.
IV. Report and Additional Compliance Procedures
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(A) Every Covered Person must arrange to have duplicate confirmations
and statements sent to the Compliance Officer with respect to
transactions in any Security in which such Covered Person has or by
reason of such transactions acquires, any direct or indirect
beneficial ownership (as defined in Exhibit B) in the Security;
provided, however, that:
1. a Covered Person need not make a report with respect to any
transaction effected for any account over which such person
does not have any direct or indirect influence or control; and
2. a Covered Person need not make a report with respect to any
transaction affected through the trading desk designated by
the Compliance Officer.
A Covered Person will be deemed to have complied with the
requirements of this Article IV insofar as the Compliance Officer
receives in a timely fashion duplicate monthly or quarterly
brokerage statements on which all transactions required to be
reported hereunder are described.
(B) A Covered Person must submit the report required by this Article to
the Compliance Officer no later than 10 days after the end of the
calendar quarter in which the transaction to which the report
relates was effected. A report must contain the following
information:
1. The date of the transaction, the title and number of shares
and the principal amount of each Security involved;
2. The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
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<PAGE>
3. The price at which the transaction was effected; and
4. The name of the broker, dealer or bank with or through whom
the transaction was effected.
(C) Any report submitted to comply with the requirements of this Article
IV may contain a statement that the report shall not be construed as
an admission by the person making such report that he has any direct
or indirect benefit ownership in the Security to which the report
relates.
(D) Upon commencement of employment with any of the ING Entities, each
Access Person shall be required to disclose all current personal
Securities holdings contained in any Access Person Account in which
such Access Person has an interest.
(E) Annually each Covered Person must certify on a report (the form of
which is appended as Exhibit C) that he has read and understood the
Code and recognizes that he is subject to such Code. In addition,
annually each Covered Person must certify that he has disclosed or
reported all personal Securities transactions required to be
disclosed or reported under the Code and that he is not subject to
any regulatory disability.
(F) At least annually (or quarterly in the case of Items 3 and 4 below),
the ING Entities shall report to the Boards of Directors of the
Funds:
1. All existing procedures concerning Covered Persons' personal
trading activities and reporting requirements and any
procedural changes made during the past year;
2. Any recommended changes to the ING Entities' Codes of Ethics
or procedures;
3. A summary of any violations of this Code which occurred
during the past quarter and the nature of any remedial action
taken; and
4. Any exceptions to any provisions of this Code of Ethics as
determined under Article VI below.
(G) The Compliance Officer shall notify each employee of any ING Entity
as to whether such person is considered to be an Access Person or
Covered Person.
V. Sanctions
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Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Compliance Officer in consultation with the
officers of the relevant ING Entity may impose whatever sanctions within
its power the deemed appropriate, including,
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among other things, disgorgement of profit, censure, suspension or
termination of employment. Material violations of requirements of this
Code by Covered Persons and any sanctions imposed in connection therewith
shall be reported not less frequently than quarterly to the Board of
Directors of any relevant Fund.
VI. Exceptions
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The Compliance Officer in consultation with the officers of the relevant
ING Entity reserves the right to decide, on a case-by-case basis,
exceptions to any provisions under this Code. Any exceptions made
hereunder will be maintained in writing by the Compliance Officer and
presented to the Board of Directors of any relevant Fund at its next
scheduled meeting.
VII. Preservation of Documents
-------------------------
This Code, a copy of each report by a Covered Person, any written report
made hereunder by the Compliance Officer or ING Entities and lists of all
persons required to make reports, shall be preserved with the records of
the relevant Fund for a five year period in an easily accessible place.
VIII. Other Laws, Rules and Statements of Policy
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Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any
applicable law, rule or regulation or any other statement of policy or
procedure governing the conduct of such person adopted by the ING
Entities.
IX. Further Information
-------------------
If any person has any question with regard to the applicability of the
provisions of this Code generally or with regard to any Securities
transaction or transactions, he should consult the Compliance Officer.
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Exhibit A
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<TABLE>
<CAPTION>
List of Registered Investment Companies
---------------------------------------
(as of February 28, 2000)
<S> <C>
ING Money Market Fund ING Emerging Markets Equity Fund
ING U.S. Treasury Money Market Fund ING European Equity Fund
ING Intermediate Bond Fund ING Tax Efficient Fund
ING High Yield Bond Fund ING Focus Fund
ING International Fixed Income Fund ING Global Information Technology Fund
ING Mortgage Income Fund ING Global Real Estate Fund
ING National Tax-Exempt Bond Fund ING Internet Fund
ING Large Cap Growth Fund ING Quality of Life Fund
ING Growth and Income Fund ING National Tax-Exempt Money Market Fund
ING Mid Cap Growth Fund ING Tax Efficient Equity Value Fund
ING Small Cap Growth Fund ING Global Communications Fund
ING Balanced Fund ING Internet Fund II
ING Global Brand Names Fund ING Stable Value Fund
ING International Equity Fund
</TABLE>
<PAGE>
Exhibit B
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BENEFICIAL OWNERSHIP
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For purposes of the attached Code of Ethics, "beneficial ownership"
shall be interpreted in the same manner as it would be in determining whether a
person is subject to the provisions of Section 16 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, except the determination of
direct or indirect beneficial ownership shall apply to all securities that a
Covered Person has or acquires. The term "beneficial ownership" of securities
would include not only ownership of securities held by a Covered Person for his
own benefit, whether in bearer form or registered in his name or otherwise, but
also ownership of securities held for his benefit by others (regardless of
whether or how they are registered) such as custodians, brokers, executors,
administrators, or trustees (including trusts in which he has only a remainder
interest), and securities held for his account by pledges, securities owned by a
partnership in which he is a member if he may exercise a controlling influence
over the purchase, sale of voting of such securities, and securities owned by
any corporation or similar entry in which he owns securities if the shareholder
is a controlling shareholder of the entity and has or shares investment control
over the entity's portfolio.
Ordinarily, this term would not include securities held by executors
or administrators in estates in which a Covered Person is a legatee or
beneficiary unless there is a specified legacy to such person of such securities
or such person is the sole legatee or beneficiary and there are other assets in
the estate sufficient to pay debts ranking ahead of such legacy, or the
securities are held in the estate more than a year after the decedent's death.
Securities held in the name of another should be considered as
"beneficially" owned by a Covered Person where such person enjoys "financial
benefits substantially equivalent to ownership." The Securities and Exchange
Commission has said that although the final determination of beneficial
ownership is a question to be determined in the light of the facts of the
particular case, generally a person is regarded as the beneficial owner of
securities held in the name of his or her spouse and their minor children.
Absent special circumstances such relationship ordinarily results in such person
obtaining financial benefits substantially equivalent to ownership, e.g.,
application of the income derived from such securities to maintain a common
home, or to meet expenses that such person otherwise would meet from other
sources, or the ability to exercises a controlling influence over the purchase,
sale or voting of such securities.
A Covered Person also may be regarded as the beneficial owner of
securities held in the name of another person, if by reason of any contract,
understanding, relationship, agreement, or other agreement, he obtains therefrom
financial benefits substantially equivalent to those of ownership.
A Covered Person also is regarded as the beneficial owner of
securities held in the name of a spouse, minor children or other person, even
though he does not obtain therefrom the aforementioned benefits of ownership, if
he can vest or revest title in himself at once or at some future time.
<PAGE>
Exhibit C
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ANNUAL CERTIFICATION OF CODE OF ETHICS
--------------------------------------
A. I (a Covered Person) hereby certify that I have read and
understood the Code of Ethics, and recognize that I am subject to
its provisions. In addition, I hereby certify that I have complied
with the requirements of the Code of Ethics and that I have
disclosed or reported all personal Securities transactions required
to be disclosed or reported under the Code of Ethics;
B. Within the last ten years there have been no complaints or
disciplinary actions filled against me by any regulated securities
or commodities exchange, any self-regulatory securities or
commodities organization, any attorney general, or any governmental
office or agency regulating insurance securities, commodities or
financial transactions in the United States, in any state of the
United States, or in any other country;
C. I have not within the last ten years been convicted of or
acknowledged commission of any felony or misdemeanor arising out of
my conduct as an employee, salesperson, officer, director, insurance
agent, broker, dealer, underwriter, investment manager or investment
advisor; and
D. I have not been denied permission or otherwise enjoined by
order, judgment or decree of any court of competent jurisdiction,
regulated securities or commodities exchange, self-regulatory
securities or commodities organization or other federal or state
regulatory authority from acting as an investment advisor,
securities or commodities broker or dealer, commodity pool operator
or trading advisor or as an affiliated person or employee of any
investment company, bank, insurance company or commodity broker,
dealer, pool operator or trading advisor, or from engaging in or
continuing any conduct or practice in connection with any such
activity or the purchase or sale of any security.
Print Name: __________________
Signature: __________________
Date: __________________
