EXHIBIT (d)(27)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 2nd day of June, 2003 between ING
Investments, LLC, an Arizona limited liability company (the "Manager"), and
Wellington Management Company, LLP, a Massachusetts limited liability
partnership (the "Sub-Adviser").
WHEREAS, ING Equity Trust and ING Variable Products Trust
(each a "Trust," collectively the "Trusts") are registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), each as an open-end,
management investment company; and
WHEREAS, the Trusts are authorized to issue separate series,
each series having its own investment objective or objectives, policies, and
limitations; and
WHEREAS, the Trusts may offer shares of additional series in
the future; and
WHEREAS, pursuant to Investment Management Agreements, dated
September 23, 2002 and April 30, 2001, as amended, respectively (the "Management
Agreements"), copies of which have been provided to the Sub-Adviser, the Trusts
have retained the Manager to render advisory and management services with
respect to certain of the Trusts' series; and
WHEREAS, pursuant to authority granted to the Manager in the
Management Agreements, the Manager wishes to retain the Sub-Adviser to furnish
investment advisory services to one or more of the series of the Trusts, and the
Sub-Adviser is willing to furnish such services to the Trusts and the Manager;
and
WHEREAS, the Trusts' Boards of Trustees (each a "Board,"
collectively, the "Boards") have authorized the Manager to enter into an
agreement with the Sub-Adviser.
NOW, THEREFORE, in consideration of the premises and the
promises and mutual covenants herein contained, it is agreed between the Manager
and the Sub-Adviser as follows:
1. Appointment. The Manager hereby appoints the Sub-Adviser to
act as the investment sub-adviser and manager to the series of the Trusts (or
portions thereof) set forth on Schedule A hereto (the "Series"), as such
schedule may be amended from time to time, for the periods and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
In the event a Trust designates one or more series (other than
the Series) with respect to which the Manager wishes to retain the Sub-Adviser
to render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such services,
it shall notify the Manager in writing, whereupon such series shall become a
Series hereunder, and be subject to this Agreement.
2. Sub-Adviser Duties. Subject to the supervision of the
Trusts' Boards and the Manager, the Sub-Adviser will provide a continuous
investment program for each Series'
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portfolio and determine in its discretion the composition of the assets of each
Series' portfolio, including determination of the purchase, retention, or sale
of the securities, cash, and other investments contained in the portfolio. The
Sub-Adviser will provide investment research and conduct a continuous program of
evaluation, investment, sales, and reinvestment of each Series' assets by
determining the securities and other investments that shall be purchased,
entered into, sold, closed, or exchanged for the Series, when these transactions
should be executed, and what portion of the assets of the Series should be held
in the various securities and other investments in which it may invest. To the
extent permitted by the investment policies of a Series, the Sub-Adviser shall
make decisions for the Series as to foreign currency matters and make
determinations as to, and execute and perform, foreign currency exchange
contracts on behalf of the Series. The Sub-Adviser will provide the services
under this Agreement in accordance with a Series' investment objective or
objectives, policies, and restrictions as stated in the Trusts' Registration
Statements filed with the Securities and Exchange Commission ("SEC"), as
amended, copies of which shall be sent to the Sub-Adviser by the Manager prior
to the commencement of this Agreement and promptly following any such amendment.
The Sub-Adviser further agrees as follows:
(a) The Sub-Adviser will conform with the 1940 Act and
all rules and regulations thereunder, all other applicable federal and state
laws and regulations, with any applicable procedures adopted by the Trusts'
Boards of Trustees of which the Sub-Adviser has been sent a copy, and the
provisions of the Registration Statements of the Trusts filed under the
Securities Act of 1933 (the "1933 Act") and the 1940 Act, as supplemented or
amended, of which the Sub-Adviser has received a copy, and with the Manager's
portfolio manager operating policies and procedures as in effect on the date
hereof, as such policies and procedures may be revised or amended by the Manager
and agreed to by the Sub-Adviser. In carrying out its duties under the
Sub-Adviser Agreement, the Sub-Adviser will comply with the following policies
and procedures:
(i) The Sub-Adviser will manage each Series so that it
meets the diversification requirements of Section 851 of the Internal Revenue
Code.
(ii) In connection with the purchase and sale of
securities for each Series, the Sub-Adviser will arrange for the transmission to
the custodian and portfolio accounting agent for the Series on a daily basis,
such confirmation, trade tickets, or other documents and information, including,
but not limited to, Cusip, Cedel, or other numbers that identify securities to
be purchased or sold on behalf of the Series, as may be reasonably necessary to
enable the custodian and portfolio accounting agent to perform its
administrative and recordkeeping responsibilities with respect to the Series.
With respect to portfolio securities to be settled through the Depository Trust
Company, the Sub-Adviser will arrange for the prompt transmission of the
confirmation of such trades to the Series' custodian and portfolio accounting
agent.
(iii) The Sub-Adviser will assist the custodian and
portfolio accounting agent for the Series in determining or confirming,
consistent with the procedures and policies stated in the Registration
Statements for the Trusts or adopted by the Boards of Trustees, the value of any
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portfolio securities or other assets of the Series for which the custodian and
portfolio accounting agent seeks assistance from or identifies for review by the
Sub-Adviser. The parties acknowledge that the Sub-Adviser is not a custodian of
the Series' assets and will not take possession or custody of such assets.
(iv) The Sub-Adviser will provide the Manager, no later
than the 12th business day following the end of each Series' semi-annual period
and fiscal year, a letter to shareholders (to be subject to review and editing
by the Manager) containing a discussion of those factors referred to in Item 5
(a) of 1940 Act Form N-1A in respect of both the prior quarter and the fiscal
year to date.
(v) The Sub-Adviser will complete and deliver to the
Manager a written compliance checklist in a form provided by the Manager for
each month by the 12th business day of the following month.
(b) The Sub-Adviser will make available to the Trusts and
the Manager, promptly upon request, any of the Series' investment records and
ledgers maintained by the Sub-Adviser (which shall not include the records and
ledgers maintained by the custodian or portfolio accounting agent for the
Series) as are necessary to assist the Series and the Manager to comply with
requirements of the 1940 Act and the Investment Advisers Act of 1940 (the
"Advisers Act"), as well as other applicable laws. The Sub-Adviser will furnish
to regulatory authorities having the requisite authority any information or
reports in connection with such services in respect to the Series which may be
requested in order to ascertain whether the operations of the Series are being
conducted in a manner consistent with applicable laws and regulations.
(c) The Sub-Adviser will provide reports to the Trusts'
Boards of Trustees for consideration at meetings of the Boards of Trustees on
the investment program for each Series and the issuers and securities
represented in each Series' portfolio, and will furnish the Trusts' Boards of
Trustees with respect to each Series such periodic and special reports as the
Trustees and the Manager may reasonably request.
3. Broker-Dealer Selection. The Sub-Adviser is authorized to
make decisions to buy and sell securities and other investments for each Series'
portfolio, broker-dealer selection, and negotiation of brokerage commission
rates in effecting a security transaction. The Sub-Adviser's primary
consideration in effecting a security transaction will be to obtain the best
execution for the Series, taking into account the factors specified in the
prospectus and/or statement of additional information for each Trust, or
determined in consultation with the Manager, which may include price (including
the applicable brokerage commission or dollar spread), the size of the order,
the nature of the market for the security, the timing of the transaction, the
reputation, the experience and financial stability of the broker-dealer
involved, the quality of the service, the difficulty of execution, and the
execution capabilities and operational facilities of the firm involved, and the
firm's risk in positioning a block of securities. Accordingly, the price to a
Series in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified, in the judgment of the
Sub-
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Adviser in the exercise of its fiduciary obligations to the Trusts, on behalf of
a Series, by other aspects of the portfolio execution services offered. Subject
to such policies as the Trusts' Boards of Trustees or Manager may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused a Series to pay a broker-dealer for effecting a portfolio investment
transaction in excess of the amount of commission another broker-dealer would
have charged for effecting that transaction, if the Sub-Adviser determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the Sub-Adviser's or
the Manager's overall responsibilities with respect to the Series and to their
respective other clients as to which they exercise investment discretion. To the
extent consistent with these standards, the Sub-Adviser is further authorized to
allocate the orders placed by it on behalf of a Series to the Sub-Adviser if it
is registered as a broker-dealer with the SEC, to an affiliated broker-dealer,
or to such brokers and dealers who also provide research or statistical
material, or other services to the Series, the Sub-Adviser, or an affiliate of
the Sub-Adviser. Such allocation shall be in such amounts and proportions as the
Sub-Adviser shall determine consistent with the above standards, and the
Sub-Adviser will report on said allocation regularly to the Trusts' Boards of
Trustees indicating the broker-dealers to which such allocations have been made
and the basis therefor.
On occasions when the Sub-Adviser deems the purchase or sale of a security to be
in the best interest of the Series as well as other clients of the Sub-Adviser,
it may allocate such transactions in the manner it considers to be the most
equitable and consistent with its fiduciary obligation to the Series and to such
other clients.
4. Disclosure about Sub-Adviser. The Sub-Adviser has reviewed
the most recent Post-Effective Amendment to the Registration Statement for each
Trust filed with the SEC that contains disclosure about the Sub-Adviser, and
represents and warrants that, with respect to the disclosure about the
Sub-Adviser or information relating, directly or indirectly, to the Sub-
Adviser, such Registration Statements contain, as of the date hereof, no untrue
statement of any material fact and does not omit any statement of a material
fact which was required to be stated therein or necessary to make the statements
contained therein, in light of the circumstances under which they were made, not
misleading. The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Advisers Act and will maintain such
registration so long as this Agreement remains in effect. The Sub-Adviser will
provide the Manager with a copy of the Sub-Adviser's Form ADV, Part II, at the
time material changes to Form ADV are filed with the SEC.
5. Expenses. During the term of this Agreement, the
Sub-Adviser will pay all expenses incurred by it and its staff and for their
activities in connection with its portfolio management duties under this
Agreement. The Manager or the Trusts shall be responsible for all the expenses
of the Series' operations.
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6. Compensation. For the services provided to each Series, the
Manager will pay the Sub-Adviser an annual fee equal to the amount specified for
such Series in Schedule A hereto, payable monthly in arrears by the 10th
business day of the following month. The fee will be appropriately prorated to
reflect any portion of a calendar month that this Agreement is not in effect
among the parties. In accordance with the provisions of the Management
Agreement, the Manager is solely responsible for the payment of fees to the
Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from
the Manager; provided, however, that if a Trust fails to pay the Manager all or
a portion of the management fee for a Series under said Management Agreement
when due, and the amount that was paid is insufficient to cover the portion of
the Sub-Adviser's fee for that series (determined by prorating among the Series
under this Agreement by relative net assets) under this Agreement for the period
in question, then the Sub-Adviser may enforce against the Trust any rights it
may have as a third-party beneficiary under the Management Agreement and the
Manager will take all steps appropriate under the circumstances to collect the
amount due from the Trust.
7. Marketing Materials.
(a) During the term of this Agreement, the Sub-Adviser agrees
to furnish the Manager at its principal office for prior review and approval by
the Manager all written and/or printed materials, including but not limited to,
Microsoft PowerPoint(R) or slide presentations, news releases, advertisements,
brochures, fact sheets and other promotional, informational or marketing
materials (the "Marketing Materials") for internal use or public dissemination,
that are produced or are for use or reference by the Sub-Adviser, its affiliates
or other designees, broker- dealers or the public in connection with the Series,
and Sub-Adviser shall not use any such materials if the Manager reasonably
objects in writing within five business days (or such other period as may be
mutually agreed) after receipt thereof. Marketing Materials may be furnished to
the Manager by first class or overnight mail, facsimile transmission equipment,
electronic delivery or hand delivery.
(b) During the term of this Agreement, the Manager agrees to
furnish the Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to shareholders, or Marketing Materials prepared for
distribution to shareholders of each Series or the public that refer to the
Sub-Adviser in any way, prior to the use thereof, and the Manager shall not use
any such materials if the Sub-Adviser reasonably objects in writing within five
business days (or such other period as may be mutually agreed) after receipt
thereof. The Sub-Adviser's right to object to such materials is limited to the
portions of such materials that expressly relate to the Sub-Adviser, its
services and its clients. The Manager agrees to use its reasonable best efforts
to ensure that materials prepared by its employees or agents or its affiliates
that refer to the Sub-Adviser or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Marketing Materials may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission equipment,
electronic delivery or hand delivery.
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8. Compliance.
(a) The Sub-Adviser agrees to use reasonable compliance
techniques, including any written compliance procedures.
(b) The Sub-Adviser agrees that it shall promptly notify the
Manager and the Trusts (1) in the event that the SEC has censured the
Sub-Adviser; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, or (2)
upon having a reasonable basis for believing that the Series has ceased to
qualify or might not qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code. The Sub-Adviser further agrees to notify the
Manager and the Trusts promptly of any material fact known to the Sub-Adviser
respecting or relating to the Sub-Adviser that is not contained in the
Registration Statement or prospectus for a Trust (which describes the Series),
or any amendment or supplement thereto, or of any statement contained therein
that becomes untrue in any material respect.
(c) The Manager agrees that it shall promptly notify the
Sub-Adviser (1) in the event that the SEC has censured the Manager or a Trust;
placed limitations upon any of their activities, functions, or operations;
suspended or revoked the Manager's registration as an investment adviser; or has
commenced proceedings or an investigation that may result in any of these
actions, or (2) upon having a reasonable basis for believing that a Series has
ceased to qualify or might not qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code.
(d) The Sub-Adviser is prohibited from consulting with other
sub-advisers to the Series or other sub-advisers to a series under common
control with the Series concerning a Series' transactions in securities or other
assets.
9. Books and Records. The Sub-Adviser hereby agrees that
all records which it maintains for a Series are the property of the respective
Trust and further agrees to surrender promptly to the Trust any of such records
upon the Trust's or the Manager's request in compliance with the requirements of
Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense,
make and retain a copy of such records. The Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by subparagraphs (b)(5), (6), (7), (9), (10) and (11)
and paragraph (f) of Rule 31a-1 under the 1940 Act.
10. Cooperation; Confidentiality. Each party to this
Agreement agrees to cooperate with the other party and with all appropriate
governmental authorities having the requisite jurisdiction (including, but not
limited to, the SEC) in connection with any investigation or inquiry relating to
this Agreement or a Trust. Subject to the foregoing, the Sub-Adviser shall treat
as confidential all information pertaining to the Trusts and actions of the
Trusts, the Manager and the Sub-Adviser, and the Manager shall treat as
confidential and use only in
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connection with the Series all information furnished to a Trust or the Manager
by the Sub-Adviser, in connection with its duties under the agreement except
that the aforesaid information need not be treated as confidential if required
to be disclosed under applicable law, if generally available to the public
through means other than by disclosure by the Sub-Adviser or the Manager, or if
available from a source other than the Manager, Sub-Adviser or Trusts.
11. Representations Respecting Sub-Adviser. The Manager
agrees that neither the Manager, nor affiliated persons of the Manager, shall
give any information or make any representations or statements in connection
with the sale of shares of the Series concerning the Sub-Adviser or the Series
other than the information or representations contained in the Registration
Statement, prospectus, or statement of additional information for a Trust's
shares, as they may be amended or supplemented from time to time, or in reports
or proxy statements for a Trust, or in sales literature or other promotional
material approved in advance by the Sub-Adviser, except with the prior
permission of the Sub-Adviser.
12. Control. Notwithstanding any other provision of the
Agreement, it is understood and agreed that the Trusts shall at all times retain
the ultimate responsibility for and control of all functions performed pursuant
to this Agreement and have reserved the right to reasonably direct any action
hereunder taken on its behalf by the Sub-Adviser.
13. Liability. Except as may otherwise be required by the
1940 Act or the rules thereunder or other applicable law, the Manager agrees
that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person,
if any, who, within the meaning of Section 15 of the 1933 Act, controls the
Sub-Adviser (1) shall bear no responsibility and shall not be subject to any
liability for any act or omission respecting any series of a Trust that is not a
Series hereunder, and (2) shall not be liable for, or subject to any damages,
expenses, or losses in connection with, any act or omission connected with or
arising out of any services rendered under this Agreement, except by reason of
willful misfeasance, bad faith, or gross negligence in the performance of the
Sub-Adviser's duties, or by reason of reckless disregard of the Sub-Adviser's
obligations and duties under this Agreement.
14. Indemnification.
(a) The Manager agrees to indemnify and hold harmless the
Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act, controls ("controlling
person") the Sub-Adviser (all of such persons being referred to as "Sub-Adviser
Indemnified Persons") against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising out
of the Manager's responsibilities to a Trust which (1) may be based upon the
Manager's negligence, willful misfeasance, or bad faith in the performance of
its duties (which could include a negligent action or a negligent omission to
act), or by reason of the Manager's reckless disregard of its obligations and
duties under this Agreement, or (2) may be based upon any untrue statement or
alleged untrue statement of a
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material fact contained in the Registration Statement or prospectus covering
shares of a Trust or any Series, or any amendment thereof or any supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon
information furnished to the Manager or a Trust or to any affiliated person of
the Manager by a Sub-Adviser Indemnified Person; provided however, that in no
case shall the indemnity in favor of the Sub-Adviser Indemnified Person be
deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of obligations and duties under this Agreement.
(b) Notwithstanding Section 13 of this Agreement, the
Sub-Adviser agrees to indemnify and hold harmless the Manager, any affiliated
person of the Manager, and any controlling person of the Manager (all of such
persons being referred to as "Manager Indemnified Persons") against any and all
losses, claims, damages, liabilities, or litigation (including legal and other
expenses) to which a Manager Indemnified Person may become subject under the
1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or
otherwise, arising out of the Sub-Adviser's responsibilities as Sub-Adviser of a
Series which (1) may be based upon the Sub-Adviser's negligence, willful
misfeasance, or bad faith in the performance of its duties (which could include
a negligent action or a negligent omission to act), or by reason of the Sub-
Adviser's reckless disregard of its obligations and duties under this Agreement,
or (2) may be based upon any untrue statement or alleged untrue statement of a
material fact regarding the Sub-Adviser, or the Sub-Adviser's past performance
contained in the Registration Statement or prospectus covering the shares of a
Trust or any Series, or any amendment or supplement thereto, or the omission or
alleged omission to state therein a material fact known or which should have
been known to the Sub-Adviser and was required to be stated therein or necessary
to make the statements therein not misleading, if such a statement or omission
was made in reliance upon information furnished to the Manager, a Trust, or any
affiliated person of the Manager or Trust by the Sub-Adviser or any affiliated
person of the Sub-Adviser; provided, however, that in no case shall the
indemnity in favor of a Manager Indemnified Person be deemed to protect such
person against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence in the performance
of its duties, or by reason of its reckless disregard of its obligations and
duties under this Agreement.
(c) The Manager shall not be liable under Paragraph (a)
of this Section 14 with respect to any claim made against a Sub-Adviser
Indemnified Person unless such Sub-Adviser Indemnified Person shall have
notified the Manager in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim shall
have been served upon such Sub-Adviser Indemnified Person (or after such
Sub-Adviser Indemnified Person shall have received notice of such service on any
designated agent), but failure to notify the Manager of any such claim shall not
relieve the Manager from any liability which it may have to the Sub-Adviser
Indemnified Person against whom such action is brought except to the extent the
Manager is prejudiced by the failure or delay in giving such notice. In case any
such action is brought against the Sub-Adviser Indemnified Person, the Manager
will be
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entitled to participate, at its own expense, in the defense thereof or, after
notice to the Sub-Adviser Indemnified Person, to assume the defense thereof,
with counsel satisfactory to the Sub-Adviser Indemnified Person. If the Manager
assumes the defense of any such action and the selection of counsel by the
Manager to represent the Manager and the Sub-Adviser Indemnified Person would
result in a conflict of interests and therefore, would not, in the reasonable
judgment of the Sub-Adviser Indemnified Person, adequately represent the
interests of the Sub-Adviser Indemnified Person, the Manager will, at its own
expense, assume the defense with counsel to the Manager and, also at its own
expense, with separate counsel to the Sub-Adviser Indemnified Person, which
counsel shall be satisfactory to the Manager and to the Sub-Adviser Indemnified
Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of
any additional counsel retained by it, and the Manager shall not be liable to
the Sub-Adviser Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Sub-Adviser Indemnified Person
independently in connection with the defense thereof other than reasonable costs
of investigation. The Manager shall not have the right to compromise on or
settle the litigation without the prior written consent of the Sub-Adviser
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Sub-Adviser Indemnified Person.
(d) The Sub-Adviser shall not be liable under Paragraph
(b) of this Section 14 with respect to any claim made against a Manager
Indemnified Person unless such Manager Indemnified Person shall have notified
the Sub-Adviser in writing within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon such Manager Indemnified Person (or after such Manager
Indemnified Person shall have received notice of such service on any designated
agent), but failure to notify the Sub-Adviser of any such claim shall not
relieve the Sub-Adviser from any liability which it may have to the Manager
Indemnified Person against whom such action is brought except to the extent the
Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case
any such action is brought against the Manager Indemnified Person, the
Sub-Adviser will be entitled to participate, at its own expense, in the defense
thereof or, after notice to the Manager Indemnified Person, to assume the
defense thereof, with counsel satisfactory to the Manager Indemnified Person. If
the Sub-Adviser assumes the defense of any such action and the selection of
counsel by the Sub-Adviser to represent both the Sub-Adviser and the Manager
Indemnified Person would result in a conflict of interests and therefore, would
not, in the reasonable judgment of the Manager Indemnified Person, adequately
represent the interests of the Manager Indemnified Person, the Sub-Adviser will,
at its own expense, assume the defense with counsel to the Sub-Adviser and, also
at its own expense, with separate counsel to the Manager Indemnified Person,
which counsel shall be satisfactory to the Sub-Adviser and to the Manager
Indemnified Person. The Manager Indemnified Person shall bear the fees and
expenses of any additional counsel retained by it, and the Sub-Adviser shall not
be liable to the Manager Indemnified Person under this Agreement for any legal
or other expenses subsequently incurred by the Manager Indemnified Person
independently in connection with the defense thereof other than reasonable costs
of investigation. The Sub-Adviser shall not have the right to compromise on or
settle the litigation without the prior written consent of the Manager
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Manager Indemnified Person.
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15. Duration and Termination.
(a) This Agreement shall become effective on the date
first indicated above, subject to the condition that each Trust's Board,
including a majority of those Trustees who are not interested persons (as such
term is defined in the 0000 Xxx) of the Manager or the Sub-Adviser, and the
shareholders of each Series, shall have approved this Agreement. Unless
terminated as provided herein, this Agreement shall remain in full force and
effect with respect to each Series until the Reapproval Date set forth for such
Series on Schedule A, and continue on an annual basis thereafter with respect to
each Series covered by this Agreement; provided that such annual continuance is
specifically approved each year by (a) the Board of each Trust, or by the vote
of a majority of the outstanding voting securities (as defined in the 0000 Xxx)
of each Series, and (b) the vote of a majority of those Trustees who are not
parties to this Agreement or interested persons (as such term is defined in the
0000 Xxx) of any such party to this Agreement cast in person at a meeting called
for the purpose of voting on such approval. However, any approval of this
Agreement by the holders of a majority of the outstanding shares (as defined in
the 0000 Xxx) of a Series shall be effective to continue this Agreement with
respect to such Series notwithstanding (i) that this Agreement has not been
approved by the holders of a majority of the outstanding shares of any other
Series or (ii) that this agreement has not been approved by the vote of a
majority of the outstanding shares of each Trust, unless such approval shall be
required by any other applicable law or otherwise. Notwithstanding the
foregoing, this Agreement may be terminated with respect to any Series covered
by this Agreement: (a) by the Manager at any time, upon sixty (60) days' written
notice to the Sub-Adviser and the Trust, (b) at any time without payment of any
penalty by a Trust, by the Trust's Board or a majority of the outstanding voting
securities of a Series, upon sixty (60) days' written notice to the Manager and
the Sub-Adviser, or (c) by the Sub-Adviser upon three (3) months' written notice
unless a Trust or the Manager requests additional time to find a replacement for
the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time
requested by the Trust or Manager not to exceed three (3) additional months
beyond the initial three-month notice period; provided, however, that the
Sub-Adviser may terminate this Agreement at any time without penalty, effective
upon written notice to the Manager and the Trust, in the event either the
Sub-Adviser (acting in good faith) or the Manager ceases to be registered as an
investment adviser under the Advisers Act or otherwise becomes legally incapable
of providing investment management services pursuant to its respective contract
with the Trust, or in the event the Manager becomes bankrupt or otherwise
incapable of carrying out its obligations under this Agreement, or in the event
that the Sub-Adviser does not receive compensation for its services from the
Manager or the Trust as required by the terms of this Agreement.
In the event of termination for any reason, all records of
each Series for which the Agreement is terminated shall promptly be returned to
the Manager or the Trust, free from any claim or retention of rights in such
record by the Sub-Adviser, although the Sub-Adviser may, at its own expense,
make and retain a copy of such records. This Agreement shall automatically
terminate in the event of its assignment (as such term is described in the 1940
Act). In the event this Agreement is terminated or is not approved in the manner
described above, the Sections or Paragraphs numbered 9, 10, 11, 12, 13 and 14 of
this Agreement shall remain in effect, as well as
- 10 -
any applicable provision of this Section numbered 15 and, to the extent that
only amounts are owed to the Sub-Adviser as compensation for services rendered
while the agreement was in effect, Section 6.
(b) Notices. Any notice must be in writing and shall be
sufficiently given (1) when delivered in person, (2) when dispatched by telegram
or electronic facsimile transfer (confirmed in writing by postage prepaid first
class air mail simultaneously dispatched), (3) when sent by internationally
recognized overnight courier service (with receipt confirmed by such overnight
courier service), or (4) when sent by registered or certified mail, to the other
party at the address of such party set forth below or at such other address as
such party may from time to time specify in writing to the other party.
If to a Trust:
ING Equity Trust
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Vice President and Secretary
ING Variable Products Trust
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Vice President and Secretary
If to the Sub-Adviser:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Legal Services
16. Amendments. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective with respect to a Series until approved by an affirmative vote of (i)
the holders of a majority of the outstanding voting securities of the Series,
and (ii) the Trustees of each Trust, including a majority of the Trustees of the
Trusts who are not interested persons of any party to this Agreement, cast in
person at a meeting called for the purpose of voting on such approval, if such
approval is required by applicable law.
17. Miscellaneous.
(a) This Agreement shall be governed by the laws of the
State of Arizona, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of
- 11 -
laws principle thereof. The term "affiliate" or "affiliated person" as used in
this Agreement shall mean "affiliated person" as defined in Section 2(a)(3) of
the 0000 Xxx.
(b) The Manager and the Sub-Adviser acknowledge that each
Trust enjoys the rights of a third-party beneficiary under this Agreement, and
the Manager acknowledges that the Sub-Adviser enjoys the rights of a third-party
beneficiary under the Management Agreements.
(c) The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(d) To the extent permitted under Section 15 of this
Agreement, this Agreement may be assigned by any party only with the prior
written consent of the other parties.
(e) If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby, and to this extent, the provisions
of this Agreement shall be deemed to be severable.
(f) Nothing herein shall be construed as constituting the
Sub-Adviser as an agent or co-partner of the Manager, or constituting the
Manager as an agent or co-partner of the Sub-Adviser.
(g) This Agreement may be executed in counterparts.
- 12 -
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the day and year first above written.
ING INVESTMENTS, LLC
By: -s- Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
WELLINGTON MANAGEMENT
COMPANY, LLP
By: -s- Xxxxxxxx X. Xxxxxx
---------------------------
Xxxxxxxx X. Xxxxxx
Title: Senior Vice President and Partner
- 13 -
SCHEDULE A
WITH RESPECT TO THE
SUB-ADVISORY AGREEMENT
DATED: JUNE 2, 2003
BETWEEN
ING INVESTMENTS, LLC
AND
WELLINGTON MANAGEMENT COMPANY, LLP
ANNUAL
SUB-ADVISER FEE * LAST CONTINUED
(AS A PERCENTAGE OF AVERAGE APPROVED BY
SERIES DAILY NET ASSETS) BOARD REAPPROVAL DATE
------ ---------------------------- -------------- ---------------
ING LargeCap
Growth Fund 0.45% - First $100 million
0.30% - Next $1.4 billion February 25, 2003 September 1, 2004
0.25% - Over $1.5 billion
ING VP LargeCap
Growth Portfolio
--------------------------
* For purposes of calculating fees under this Agreement, the assets of the
Series shall be aggregated with the portion of the assets of any other
affiliated accounts of the Manager managed by the Sub-Adviser in a similar
investment mandate (together, the "Aggregated Assets"). The Aggregated Assets
will be applied to the above schedule and the resulting fee shall be prorated
back to the Series and other affiliated accounts accordingly.
-14-
[WELLINGTON MANAGEMENT(R) LOGO]
Wellington Management Company, LLP 00 Xxxxx Xxxxxx
Xxxxxx
Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
June 9, 2003
ING Investments, LLC
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Executive Vice President
Re: Proxy Voting Authority
To Your Attention:
Reference is made to the Investment Sub-Advisory Agreement
(the "Agreement") between ING Investments, LLC (the "Manager")
and Wellington Management Company, LLP (the "Sub-Adviser")
dated June 2,2003 for services provided to the ING Equity
Trust - ING LargeCap Growth Fund and the ING Variable Products
Trust - ING VP LargeCap Growth Portfolio (the "Funds").
Capitalized terms used herein and not defined shall have the
meanings set forth in the Agreement.
The Manager and the Sub-Adviser hereby agree that, unless the
Sub-Adviser is requested in writing by the Manager to vote all
proxies, the Manager will vote all proxies solicited by or
with respect to the issuers of securities in which assets of
the Funds are invested. Upon reasonable request, the
Sub-Adviser will make appropriate personnel available to
consult with the Manager or the Board of Trustees of the Funds
with respect to the Sub-Adviser's recommendation and/or
analysis with respect to the voting of such proxies.
Please indicate your acceptance of these terms by signing two
copies of this letter and returning one copy to Katy X. Xxxxx
at the address stated above.
Sincerely,
-s- Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Senior Vice President
Accepted and Agreed:
ING Investments, LLC
By: -s- [ILLEGIBLE]
---------------------
[WELLINGTON MANAGEMENT(R) LOGO]
Wellington Management Company, LLP 00 Xxxxx Xxxxxx
Xxxxxx
Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
July 22, 2003
Xx. Xxx Xxxxx
Relationship Manager - Insurance Affiliates
ING Funds
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxx:
As you know, the US Securities and Exchange Commission recently adopted
rules governing proxy voting policies and procedures for investment
advisers and mutual funds. In connection with the implementation of
Rule 206(4)-6 under the Investment Advisers Act of 1940, we have
reviewed our records and confirm that the following funds have not
delegated voting authority to Wellington Management Company, LLP:
- ING Large Cap Growth Fund
- ING VP Large Growth Portfolio
Also, I am enclosing a copy of Wellington Management's Code of Ethics.
Our Code of Ethics was revised on April 30, 2003 to reflect changes in
the functional groups within our firm responsible for ongoing
supervision, monitoring and compliance matters relating to the Code.
Wellington Management believes that these amendments do not constitute
a material change to our Code of Ethics.
Please contact me at 000-000-0000 if you have any questions.
Sincerely,
-s- Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Enclosures
Wellington Management Company, LLP
Wellington Trust Company, NA
Wellington Management International Ltd
Wellington International Management Company Pte Ltd
Code of Ethics
SUMMARY Wellington Management Company, LLP and its affiliates
have a fiduciary duty to investment company and
investment counseling clients which requires each
employee to act solely for the benefit of clients.
Also, each employee has a duty to act in the best
interest of the firm. In addition to the various laws
and regulations covering the firm's activities, it is
clearly in the firm's best interest as a professional
investment advisory organization to avoid potential
conflicts of interest or even the appearance of such
conflicts with respect to the conduct of the firm's
employees. Wellington Management's personal trading and
conduct must recognize that the firm's clients always
come first, that the firm must avoid any actual or
potential abuse of our positions of trust and
responsibility, and that the firm must never take
inappropriate advantage of its positions. While it is
not possible to anticipate all instances of potential
conflict, the standard is clear.
In light of the firm's professional and legal
responsibilities, we believe it is appropriate to
restate and periodically distribute the firm's Code of
Ethics to all employees. It is Wellington Management's
aim to be as flexible as possible in its internal
procedures, while simultaneously protecting the
organization and its clients from the damage that could
arise from a situation involving a real or apparent
conflict of interest. While it is not possible to
specifically define and prescribe rules regarding all
possible cases in which conflicts might arise, this
Code of Ethics is designed to set forth the policy
regarding employee conduct in those situations in which
conflicts are most likely to develop. If an employee
has any doubt as to the propriety of any activity, he
or she should consult the the Operational Risk
Management and Compliance Group (the "Compliance
Group").
The Code reflects the requirements of United States
law, Rule 17j-1 of the Investment Company Act of 1940,
as amended on October 29,1999, as well as the
recommendations issued by an industry study group in
1994, which were strongly supported by the SEC. The
term "Employee" includes all employees and Partners.
POLICY ON PERSONAL Essentially, this policy requires that all personal
SECURITIES TRANSACTIONS securities transactions (including acquisitions or
dispositions other than through a purchase or sale) by
all Employees must be cleared prior to execution. The
only exceptions to this policy of prior clearance are
noted below.
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Code of Ethics
Definition of "Personal Securities Transactions"
The following transactions by Employees are considered
"personal" under applicable SEC rules and therefore
subject to this statement of policy:
1
Transactions for an Employee's own account, including
IRA's.
2
Transactions for an account in which an Employee has
indirect beneficial ownership, unless the Employee has
no direct or indirect influence or control over the
account. Accounts involving family (including husband,
wife, minor children or other dependent relatives), or
accounts in which an Employee has a beneficial interest
(such as a trust of which the Employee is an income or
principal beneficiary) are included within the meaning
of "indirect beneficial interest".
If an Employee has a substantial measure of influence
or control over an account, but neither the Employee
nor the Employee's family has any direct or indirect
beneficial interest (e.g., a trust for which the
Employee is a trustee but not a direct or indirect
beneficiary), the rules relating to personal securities
transactions are not considered to be directly
applicable. Therefore, prior clearance and subsequent
reporting of such transactions are not required. In all
transactions involving such an account an Employee
should, however, conform to the spirit of these rules
and avoid any activity which might appear to conflict
with the investment company or counseling clients or
with respect to the Employee's position within
Wellington Management. In this regard, please note
"Other Conflicts of Interest", found later in this Code
of Ethics, which does apply to such situations.
PRECLEARANCE EXCEPT AS SPECIFICALLY EXEMPTED IN THIS SECTION, ALL
REQUIRED EMPLOYEES MUST CLEAR PERSONAL SECURITIES TRANSACTIONS
PRIOR TO EXECUTION. This includes bonds, stocks
(including closed end funds), convertibles, preferreds,
options on securities, warrants, rights, etc., for
domestic and foreign securities, whether publicly
traded or privately placed. The only exceptions to this
requirement are automatic dividend reinvestment and
stock purchase plan acquisitions, broad-based stock
index and US government securities futures and options
on such futures, transactions in open-end mutual funds,
US Government securities, commercial paper, or
non-volitional transactions. Non-volitional
transactions include gifts to an Employee over which
the Employee has no control of the timing or
transactions which result from corporate action
applicable to all
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Code of Ethics
similar security holders (such as splits, tender
offers, mergers, stock dividends, etc.). Please note,
however, that most of these transactions must be
reported even though they do not have to be precleared.
See the following section on reporting obligations.
Clearance for transactions must be obtained by
contacting the Director of Global Equity Trading or
those personnel designated by him for this purpose.
Requests for clearance and approval for transactions
may be communicated orally or via email. The Trading
Department will maintain a log of all requests for
approval as coded confidential records of the firm.
Private placements (including both securities and
partnership interests) are subject to special clearance
by the Director of Operational Risk Management and
Compliance, the General Counsel or the Chair of the
Ethics Committee, and the clearance will remain in
effect for a reasonable period thereafter, not to
exceed 90 days.
CLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS FOR
PUBLICLY TRADED SECURITIES WILL BE IN EFFECT FOR ONE
TRADING DAY ONLY. THIS "ONE TRADING DAY" POLICY IS
INTERPRETED AS FOLLOWS:
- IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL
MARKET IN WHICH THE SECURITY TRADES IS OPEN,
CLEARANCE IS EFFECTIVE FOR THE REMAINDER OF THAT
TRADING DAY UNTIL THE OPENING OF THAT MARKET ON THE
FOLLOWING DAY.
- IF CLEARANCE IS GRANTED AT A TIME WHEN THE PRINCIPAL
MARKET IN WHICH THE SECURITY TRADES IS CLOSED,
CLEARANCE IS EFFECTIVE FOR THE NEXT TRADING DAY UNTIL
THE OPENING OF THAT MARKET ON THE FOLLOWING DAY.
FILING OF REPORTS Records of personal securities transactions by
Employees will be maintained. All Employees are subject
to the following reporting requirements:
1
Duplicate Brokerage Confirmations
All Employees must require their securities brokers to
send duplicate confirmations of their securities
transactions to the Compliance Group. Brokerage firms
are accustomed to providing this service. Please
contact the Compliance Group to obtain a form letter to
request this service. Each employee must return to the
Compliance Group a completed form for each brokerage
account that is used for personal securities
transactions of the Employee. Employees should not send
the completed forms to their brokers directly.
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Code of Ethics
The form must be completed and returned to the
Compliance Group prior to any transactions being placed
with the broker. The Compliance Group will process the
request in order to assure delivery of the confirms
directly to the Compliance Group and to preserve the
confidentiality of this information. When possible, the
transaction confirmation filing requirement will be
satisfied by electronic filings from securities
depositories.
2
Filing of Quarterly Report of all "Personal Securities
Transactions" SEC rules require that a quarterly record
of all personal securities transactions be submitted by
each person subject to the Code's requirements and that
this record be available for inspection. To comply with
these rules, every Employee must file a quarterly
personal securities transaction report within 10
calendar days after the end of each calendar quarter.
Reports are filed electronically utilizing the firm's
proprietary Personal Securities Transaction Reporting
System (PSTRS) accessible to all Employees via the
Wellington Management Intranet.
At the end of each calendar quarter, Employees will be
notified of the filing requirement. Employees are
responsible for submitting the quarterly report within
the deadline established in the notice.
Transactions during the quarter indicated on brokerage
confirmations or electronic filings are displayed on
the Employee's reporting screen and must be affirmed if
they are accurate. Holdings not acquired through a
broker submitting confirmations must be entered
manually. All Employees are required to submit a
quarterly report, even if there were no reportable
transactions during the quarter.
Employees must also provide information on any new
brokerage account established during the quarter
including the name of the broker, dealer or bank and
the date the account was established.
IMPORTANT NOTE: The quarterly report must include the
required information for all "personal securities
transactions" as defined above, except transactions in
open-end mutual funds, money market securities, US
Government securities, and futures and options on
futures on US government securities. Non-volitional
transactions and those resulting from corporate actions
must also be reported even though preclearance is not
required and the nature of the transaction must be
clearly specified in the report.
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Code of Ethics
3
Certification of Compliance
As part of the quarterly reporting process on PSTRS,
Employees are required to confirm their compliance with
the provisions of this Code of Ethics.
4
Filing of Personal Holding Report
Annually, all Employees must file a schedule indicating
their personal securities holdings as of December 31 of
each year by the following January 30. SEC Rules
require that this report include the title, number of
shares and principal amount of each security held in an
Employee's personal account, and the name of any
broker, dealer or bank with whom the Employee maintains
an account. "Securities" for purposes of this report
are those which must be reported as indicated in the
prior paragraph. Newly hired Employees are required to
file a holding report within ten (10) days of joining
the firm. Employees may indicate securities held in a
brokerage account by attaching an account statement,
but are not required to do so, since these statements
contain additional information not required by the
holding report.
5
Review of Reports
All reports filed in accordance with this section will
be maintained and kept confidential by the Compliance
Group. Reports will be reviewed by the Director of
Operational Risk Management and Compliance or personnel
designated by her for this purpose.
RESTRICTIONS ON While all personal securities transactions must be
"PERSONAL SECURITIES cleared prior to execution, the following guidelines
TRANSACTIONS" indicate which transactions will be prohibited,
discouraged, or subject to nearly automatic clearance.
The clearance of personal securities transactions may
also depend upon other circumstances, including the
timing of the proposed transaction relative to
transactions by our investment counseling or investment
company clients; the nature of the securities and the
parties involved in the transaction; and the percentage
of securities involved in the transaction relative to
ownership by clients. The word "clients" refers
collectively to investment company clients and
counseling clients. Employees are expected to be
particularly sensitive to meeting the spirit as well as
the letter of these restrictions.
Please note that these restrictions apply in the case
of debt securities to the specific issue and in the
case of common stock, not only to the common stock, but
to any equity-related security of the same issuer
including preferred stock,
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Code of Ethics
options, warrants, and convertible bonds. Also, a gift
or transfer from you (an Employee) to a third party
shall be subject to these restrictions, unless the
donee or transferee represents that he or she has no
present intention of selling the donated security.
1
No Employee may engage in personal transactions
involving any securities which are:
- being bought or sold on behalf of clients until one
trading day after such buying or selling is completed
or canceled. In addition, no Portfolio Manager may
engage in a personal transaction involving any
security for 7 days prior to, and 7 days following, a
transaction in the same security for a client account
managed by that Portfolio Manager without a special
exemption. See "Exemptive Procedures" below.
Portfolio Managers include all designated portfolio
managers and others who have direct authority to make
investment decisions to buy or sell securities, such
as investment team members and analysts involved in
Research Equity portfolios. All Employees who are
considered Portfolio Managers will be so notified by
the Compliance Group.
- the subject of a new or changed action recommendation
from a research analyst until 10 business days
following the issuance of such recommendation;
- the subject of a reiterated but unchanged
recommendation from a research analyst until 2
business days following reissuance of the
recommendation
- actively contemplated for transactions on behalf of
clients, even though no buy or sell orders have been
placed. This restriction applies from the moment that
an Employee has been informed in any fashion that any
Portfolio Manager intends to purchase or sell a
specific security. This is a particularly sensitive
area and one in which each Employee must exercise
caution to avoid actions which, to his or her
knowledge, are in conflict or in competition with the
interests of clients.
2
The Code of Ethics strongly discourages short term
trading by Employees. In addition, no Employee may take
a "short term trading" profit in a security, which
means the sale of a security at a gain (or closing of a
short position at a gain) within 60 days of its
purchase, without a special exemption. See
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Code of Ethics
"Exemptive Procedures". The 60 day prohibition does not
apply to transactions resulting in a loss, nor to
futures or options on futures on broad-based securities
indexes or US government securities.
3
No Employee engaged in equity or bond trading may
engage in personal transactions involving any equity
securities of any company whose primary business is
that of a broker /dealer.
4
Subject to preclearance, Employees may engage in short
sales, options, and margin transactions, but such
transactions are strongly discouraged, particularly due
to the 60 day short term profit-taking prohibition. Any
Employee engaging in such transactions should also
recognize the danger of being "frozen" or subject to a
forced close out because of the general restrictions
which apply to personal transactions as noted above. In
specific case of hardship an exception may be granted
by the Director of Operational Risk Management and
Compliance, the General Counsel or the Chair of the
Ethics Committee with respect to an otherwise "frozen"
transaction.
5
No Employee may engage in personal transactions
involving the purchase of any security on an initial
public offering. This restriction also includes new
issues resulting from spin-offs, municipal securities
and thrift conversions, although in limited cases the
purchase of such securities in an offering may be
approved by the Director of Operational Risk Management
and Compliance, the General Counsel or the Chair of the
Ethics Committee upon determining that approval would
not violate any policy reflected in this Code. This
restriction does not apply to open-end mutual funds,
U. S. government issues or money market investments.
6
EMPLOYEES MAY NOT PURCHASE SECURITIES IN PRIVATE
PLACEMENTS UNLESS APPROVAL OF THE DIRECTOR OF
OPERATIONAL RISK MANAGEMENT AND COMPLIANCE, THE GENERAL
COUNSEL OR THE CHAIR OF THE ETHICS COMMITTEE HAS BEEN
OBTAINED. This approval will be based upon a
determination that the investment opportunity need not
be reserved for clients, that the Employee is not being
offered the investment opportunity due to his or her
employment with Wellington Management and other
relevant factors on a case-by-case basis. If the
Employee has portfolio management or securities
analysis responsibilities
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Code of Ethics
and is granted approval to purchase a private
placement, he or she must disclose the privately placed
holding later if asked to evaluate the issuer of the
security. An independent review of the Employee's
analytical work or decision to purchase the security
for a client account will then be performed by another
investment professional with no personal interest in
the transaction.
GIFTS AND OTHER Employees should not seek, accept or offer any gifts or
SENSITIVE PAYMENTS favors of more than minimal value or any preferential
treatment in dealings with any client, broker/dealer,
portfolio company, financial institution or any other
organization with whom the firm transacts business.
Occasional participation in lunches, dinners, cocktail
parties, sporting activities or similar gatherings
conducted for business purposes are not prohibited.
However, for both the Employee's protection and that of
the firm it is extremely important that even the
appearance of a possible conflict of interest be
avoided. Extreme caution is to be exercised in any
instance in which business related travel and lodgings
are paid for other than by Wellington Management, and
prior approval must be obtained from the Director of
Operational Risk Management and Compliance, the General
Counsel or the Chair of the Ethics Committee.
Any question as to the propriety of such situations
should be discussed with the Director of Operational
Risk Management and Compliance, the General Counsel or
the Chair of the Ethics Committee and any incident in
which an Employee is encouraged to violate these
provisions should be reported immediately. An
explanation of all extraordinary travel, lodging and
related meals and entertainment is to be reported in a
brief memorandum to the Director of Operational Risk
Management and Compliance.
Employees must not participate individually or on
behalf of the firm, a subsidiary, or any client,
directly or indirectly, in any of the following
transactions:
1
Use of the firm's funds for political purposes.
2
Payment or receipt of bribes, kickbacks, or payment or
receipt of any other amount with an understanding that
part or all of such amount will be refunded or
delivered to a third party in violation of any law
applicable to the transaction.
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3
Payments to government officials or employees (other
than disbursements in the ordinary course of business
for such legal purposes as payment of taxes).
4
Payment of compensation or fees in a manner the purpose
of which is to assist the recipient to evade taxes,
federal or state law, or other valid charges or
restrictions applicable to such payment.
5
Use of the funds or assets of the firm or any
subsidiary for any other unlawful or improper purpose.
OTHER CONFLICTS Employees should also be aware that areas other than
OF INTEREST personal securities transactions or gifts and sensitive
payments may involve conflicts of interest. The
following should be regarded as examples of situations
involving real or potential conflicts rather than a
complete list of situations to avoid.
"Inside Information"
Specific reference is made to the firm's policy on the
use of "inside information" which applies to personal
securities transactions as well as to client
transactions.
Use of Information
Information acquired in connection with employment by
the organization may not be used in any way which might
be contrary to or in competition with the interests of
clients. Employees are reminded that certain clients
have specifically required their relationship with us
to be treated confidentially.
Disclosure of Information
Information regarding actual or contemplated investment
decisions, research priorities or client interests
should not be disclosed to persons outside our
organization and in no way can be used for personal
gain.
Outside Activities
All outside relationships such as directorships or
trusteeships of any kind or membership in investment
organizations (e.g., an investment club) must be
cleared by the Director of Operational Risk Management
and Compliance, the General Counsel or the Chair of the
Ethics Committee prior to the acceptance of such a
position. As a general matter, directorships in
unaffiliated public companies or companies which may
reasonably be expected to become public
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companies will not be authorized because of the
potential for conflicts which may impede our freedom to
act in the best interests of clients. Service with
charitable organizations generally will be authorized,
subject to considerations related to time required
during working hours and use of proprietary
information.
Exemptive Procedure
The Director of Operational Risk Management and
Compliance, the General Counsel or the Chair of the
Ethics Committee can grant exemptions from the personal
trading restrictions in this Code upon determining that
the transaction for which an exemption is requested
would not result in a conflict of interest or violate
any other policy embodied in this Code. Factors to be
considered may include: the size and holding period of
the Employee's position in the security, the market
capitalization of the issuer, the liquidity of the
security, the reason for the Employee's requested
transaction, the amount and timing of client trading in
the same or a related security, and other relevant
factors.
Any Employee wishing an exemption should submit a
written request to the Director of Operational Risk
Management and Compliance setting forth the pertinent
facts and reasons why the employee believes that the
exemption should be granted. Employees are cautioned
that exemptions are intended to be exceptions, and
repetitive exemptive applications by an Employee will
not be well received.
Records of the approval of exemptions and the reasons
for granting exemptions will be maintained by the
Compliance Group.
COMPLIANCE WITH THE Adherence to the Code of Ethics is considered a basic
CODE OF ETHICS condition of employment with our organization. The
Ethics Committee monitors compliance with the Code and
reviews violations of the Code to determine what action
or sanctions are appropriate.
Violations of the provisions regarding personal trading
will presumptively be subject to being reversed in the
case of a violative purchase, and to disgorgement of
any profit realized from the position (net of
transaction costs and capital gains taxes payable with
respect to the transaction) by payment of the profit to
any client disadvantaged by the transaction, or to a
charitable organization, as determined by the Ethics
Committee, unless the Employee establishes to the
satisfaction of the Ethics Committee that under the
particular
Page 00
Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx, XXX
Xxxxxxxxxx Trust Company, NA
Wellington Management International Ltd
Wellington International Management Company Pte Ltd.
Code of Ethics
circumstances disgorgement would be an unreasonable
remedy for the violation.
Violations of the Code of Ethics may also adversely
affect an Employee's career with Wellington Management
with respect to such matters as compensation and
advancement.
Employees must recognize that a serious violation of
the Code of Ethics or related policies may result, at a
minimum, in immediate dismissal. Since many provisions
of the Code of Ethics also reflect provisions of the US
securities laws, Employees should be aware that
violations could also lead to regulatory enforcement
action resulting in suspension or expulsion from the
securities business, fines and penalties, and
imprisonment.
Again, Wellington Management would like to emphasize
the importance of obtaining prior clearance of all
personal securities transactions, avoiding prohibited
transactions, filing all required reports promptly and
avoiding other situations which might involve even an
apparent conflict of interest. Questions regarding
interpretation of this policy or questions related to
specific situations should be directed to the
Compliance Group or Ethics Committee.
Revised: April 30, 2003
Page 11
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING EQUITY TRUST
ING VARIABLE PRODUCTS TRUST
This First Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 2nd day of June, 2003 between
ING Investments, LLC, an Arizona limited liability company (the "Manager") and
Wellington Management Company, LLP, a Massachusetts limited liability
partnership (the "Sub-Adviser") with regards to ING LargeCap Growth Fund, a
Series of ING Equity Trust and ING VP LargeCap Growth Fund, a Series of ING
Variable Products Trust.
WITNESSETH
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of September 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. The following Section 11 is hereby inserted between existing
Section 10 and Section 11:
11. Non-Exclusivity. The services of the Sub-Adviser to
the Series and the Trusts are not to be deemed to be exclusive, and the
Sub-Adviser shall be free to render investment advisory or other services to
others (including other investment companies) and to engage in other activities,
provided, however, that the Sub-Adviser may not consult with any other
sub-adviser of the Trusts concerning transactions in securities or other assets
for any investment portfolio of the Trusts, including the Series, except that
such consultations are permitted between the current and successor sub-advisers
of the Series in order to effect an orderly transition of sub-advisory duties so
long as such consultations are not concerning transactions prohibited by Section
17(a) of the 1940 Act.
2. Each Section number and applicable references to each Section
following the inserted Section 11 above, will increase numerically by one (i.e.,
Section 13 will be Section 14, etc.).
3. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Agreement.
4. In all other respects, the Agreement is hereby confirmed and
remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
ING INVESTMENTS, LLC
By: -s- Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
WELLINGTON MANAGEMENT COMPANY, LLP
By: -s- Xxxxxx X. XxXxxxxxx 9/9/03
------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Chairman and CEO
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