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OMB APPROVAL

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-09477

 

 

 

 

 

 

 

ING Variable Insurance Trust

(Exact name of registrant as specified in charter)

 

 

7337 E. Doubletree Ranch Rd., Scottsdale, AZ   85258
(Address of principal executive offices)   (Zip code)

 

 

The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: 1-800-992-0180

 

Date of fiscal year end: December 31

 

Date of reporting period: January 1, 2013 to December 31, 2013


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Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):


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LOGO

 

Annual Report

December 31, 2013

ING GET U.S. Core Portfolio

 

n Series 14

 

 

 

This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds’ investment objectives, risks, charges, expenses and other information. This information should be read carefully.

 

MUTUAL FUNDS

LOGO

 

 


Table of Contents

TABLE OF CONTENTS

 

 

 

 

President’s Letter

     1   

Market Perspective

     2   

Portfolio Managers’ Report

     4   

Shareholder Expense Example

     10   

Report of Independent Registered Public Accounting Firm

     11   

Statement of Assets and Liabilities

     12   

Statement of Operations

     13   

Statements of Changes in Net Assets

     14   

Financial Highlights

     15   

Notes to Financial Statements

     16   

Portfolio of Investments

     24   

Tax Information

     26   

Shareholder Meeting Information

     27   

Trustee and Officer Information

     28   

Additional Information

     32   

 

 

PROXY VOTING INFORMATION

A description of the policies and procedures that the Series uses to determine how to vote proxies related to portfolio securities is available: (1) without charge, upon request, by calling Shareholder Services toll-free at (800) 992-0180; (2) on the ING Funds’ website at www.inginvestment.com; and (3) on the U.S. Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov. Information regarding how the Series voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the ING Funds’ website at www.inginvestment.com and on the SEC’s website at www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

The Series files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Series’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Series’ Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Series’ Forms N-Q, as well as a complete portfolio of investments, are available without charge upon request from the Series by calling Shareholder Services toll-free at (800) 992-0180.


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PRESIDENT’S LETTER

 

 

 

LOGO

 

Taking the longer view

Dear Shareholder,

In my letters to you I’ve long advocated global diversification. As we look forward into 2014, it’s fair to ask whether this view should be tempered given the strong performance of U.S. assets last year. It’s true that U.S. equities were the world’s performance leaders in 2013; certain U.S. debt assets, most notably high yield corporate bonds and senior secured loans, also performed very well. Such results make it tempting to narrow one’s strategy to the top-performing markets or asset classes — in effect, only buying “the assets that go up.”

As the disclaimer says, however, past performance is no guarantee of future results. No one knows whether last year’s patterns will persist in 2014, or whether a new center of market leadership will emerge. Investment opportunities arise from economic activity, a dynamic process with unforeseen twists and turns. For example, what might happen to the U.S. economy now that the Federal Reserve has begun to trim its bond

purchases? Can the emerging markets overcome the challenge of a diminishing supply of U.S. liquidity? Will Europe continue on its path to recovery? Will Japan’s fiscal reforms lead to stronger earnings growth for Japanese corporations? A lot of intellectual energy is expended framing and answering such questions; at best, we can only define a range of possible outcomes — we can’t know what will happen.

Therefore, I maintain that the best approach is a well-diversified one. Stick to your long-term discipline — cast your net as far and wide as possible, and don’t risk your long-term goals against shorter-term trends. Review your portfolio with an eye toward adjustments that focus more on your goals and thoroughly discuss any contemplated changes with your financial advisor before taking action.

Earlier this year, ING U.S. announced plans to rebrand as Voya Financial at some point following its initial public offering, which occurred in May 2013. The actual rebranding of the various businesses that comprise ING U.S. — Retirement Solutions, Investment Management and Insurance Solutions — will occur in stages, with ING U.S. Investment Management among the first to rebrand. (1) As of May 1, 2014, ING U.S. Investment Management will be known as Voya Investment Management. Though the rebranding will affect product and legal entity names, there will be no disruption in service or product delivery to our clients. As always, we remain committed to delivering unmatched client service with a focus on sustainable long-term investment results, to help investors meet their long-term goals with confidence.

Best wishes for a healthy and prosperous New Year. We look forward to serving your investment needs in the future.

Sincerely,

 

LOGO

Shaun Mathews

President and Chief Executive Officer

ING Funds

January 9, 2014

 

The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and ING Funds disclaims any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice.

International investing poses special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.

 

(1)     Please see the “Additional Information” section regarding rebranding details on page 32.

 

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M ARKET P ERSPECTIVE :   Y EAR E NDED D ECEMBER  31, 2013

 

 

 

By the middle of the fiscal year, global equities, in the form of the MSCI World Index SM measured in local currencies including net reinvested dividends (“the Index”) had already surged 11.70%. But there was plenty of skepticism. Stock markets were only rising, it was argued, because of central banks’ ultra-loose monetary policy. This kept interest rates so low that many investors who would normally favor fixed income investments had turned to stocks. Others countered that interest rates might be low, but they would stay that way into the medium term, supporting capital values in the face of little threat from inflation. Such arguments would be tested in the months through December. But in the end the Index returned 28.87% for the whole fiscal year. (The Index returned 26.68% for the one year ended December 31, 2013, measured in U.S. dollars.)

In the U.S., investor sentiment was cushioned by the U.S. Federal Reserve Board (“Fed’s”) $85 billion of monthly Treasury and mortgage-backed securities purchases. Another force affecting sentiment was the pace of economic recovery, which was unimpressive for most of the year. Gross Domestic Product (“GDP”) in the first quarter of 2013 rose by just 1.8% (annualized) and in the second by only 2.5%. As late as October, the average number of new jobs being created was reported at fewer than 150,000 per month with the unemployment rate at 7.2%. However a slow recovery was a double-edged sword for markets in risky assets: a faster pace would probably cause the “tapering” of bond purchases by the Fed.

During most of the summer then, the tapering issue dominated investor confidence. On May 22 and again on June 19, Fed Chairman Bernanke attempted to prepare markets for the beginning of the end of quantitative easing. The reaction was soaring bond yields and by June 24 an 8% slump in the Index from its May 21 peak. This led nervous central bankers the world over, in the last days of June, to give assurances that easy money was here for a long time. Soothed by these and later words of comfort in July, markets recovered, but were dampened again by the threat of military engagement in the Middle East.

Yet a change in the dynamics of investor sentiment seemed to be underway. Middle East tensions eased and attention turned to the September 18 meeting of the Fed, which was widely expected to announce the imminent tapering of the Fed’s bond purchases. Surprisingly, on the day before Chairman Bernanke’s address, the Index had again reached a new high for the year. This would have been hard to imagine even a few months earlier, but the significance was apparently lost in the shock of the Fed’s decision not to taper.

Increasingly it appeared that markets were reconciled to tapering, no longer treating “bad” news on the economy, which might prolong the Fed’s bond purchases, as “good” news. And the real good news was starting to flow. By the end of the fiscal year the unemployment rate had fallen to 7.0% with new jobs averaging nearly 200,000 per month. GDP growth in the third quarter was revised up to 4.1% (flattered somewhat by inventory accumulation). Consumer confidence was clearly improving.

When on December 18 the Fed did announce a tapering to $75 billion per month with more to come, markets quickly took it in stride and the Index ended the year at a new all-time high.

In U.S. fixed income markets, the Barclays U.S. Aggregate Bond Index (“Barclays Aggregate”) of investment grade bonds fell 2.02% in the fiscal year, only the third loss in 20 years as the anticipated end to quantitative easing undermined longer-dated issues. Sub-indices with the shortest durations held on to tiny positive returns, but the Barclays Long Term U.S. Treasury sub-index dropped 12.66%. The Barclays U.S. Corporate Investment Grade Bond sub-index lost 1.53%. However the (separate) Barclays High Yield Bond — 2% Issuer Constrained Composite Index (not a part of the Barclays Aggregate) gained 7.44%.

U.S. equities, represented by the S&P 500 ® Index including dividends, soared 32.39%, to a record closing high. The consumer discretionary sector did best with a gain of 43.08%, followed by health care 41.46%. The worst performers were the telecommunications sector 11.47% and utilities 13.21%. Operating earnings per share for S&P 500 ® companies set another record in the third quarter of 2013, with the share of profits in national income historically high, supported by low interest rates and sluggish wage growth.

In currencies the dollar fell 4.00% against the euro during the 12 months and 1.82% against the pound on better economic news from Europe. But the dollar gained 21.39% on the yen in the face of the new Japanese government’s aggressive monetary easing.

In international markets, the MSCI Japan ® Index exploded 54.58% to the upside during the fiscal year. Encouragingly GDP grew for three quarters in a row, albeit at declining rates. Consumer prices excluding fresh food and energy stopped falling year-over-year for the first time since 2008. The MSCI Europe ex UK ® Index advanced 23.12%. The euro zone finally recorded quarterly GDP growth of 0.3% after six straight quarterly declines, but could only follow it up with a wafer-thin gain of 0.1%. The closely watched composite purchasing managers’ index registered expansion from July after 17 months of contraction. But there was still much to do with unemployment at 12.1%, near an all-time high. The MSCI UK ® Index added 18.43%, held back by heavily weighted laggards especially among banks and miners. GDP in the third quarter of 2013 grew an improved 0.8% and unemployment continued to fall. But concerns remained about a housing bubble and consumer prices rising faster than wages.

All indices are unmanaged and investors cannot invest directly in an index. Past performance does not guarantee future results. The performance quoted represents past performance. Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The Series’ performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.inginvestment.com to obtain performance data current to the most recent month end.

Market Perspective reflects the views of ING’s Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

 

 

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B ENCHMARK D ESCRIPTIONS

 

 

 

Index   Description

Barclays High Yield Bond — 2% Issuer

Constrained Composite Index

  An unmanaged index that includes all fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million, and at least one year to maturity.

Barclays U.S. 1-5 Year Government

Bond Index

  An unmanaged index of securities issued by the U.S. Government with a maturity from 1 up to (but not including) 5 years.
Barclays U.S. Aggregate Bond Index   An unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

Barclays U.S. Corporate Investment Grade

Bond Index

  The corporate component of the Barclays U.S. Credit Index. The U.S. Credit Index includes publicly-issued U.S. corporate and specified foreign debentures and secured notes that meet the specified maturity, liquidity, and quality requirements. The index includes both corporate and non-corporate sectors. The corporate sectors are industrial, utility and finance, which includes both U.S. and non-U.S. corporations.
Barclays Long Term U.S. Treasury Index   The Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of 10 or more years, are rated investment grade, and have $250 million or more of outstanding face value.
MSCI Europe ex UK ® Index   A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.
MSCI Japan ® Index   A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.
MSCI UK ® Index   A free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK.
MSCI World Index SM   An unmanaged index that measures the performance of over 1,400 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East.
S&P 500 ® Index   An unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

 

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ING GET U.S. C ORE P ORTFOLIO   P ORTFOLIO  M ANAGERS ’ R EPORT

 

During the Guarantee Period, the ING GET U.S. Core Portfolio — Series 14* (the “Series”) seeks to achieve maximum total return and minimal exposure of the Series’ assets to a market value loss by participating, to the extent appropriate, in favorable U.S. equity market performance during the Guarantee Period. The Series is managed by the following Portfolio Management Team with ING Investment Management Co., LLC — the Sub-Adviser.

Asset Allocation: Paul Zemsky, CFA, Portfolio Manager, is responsible for overseeing the overall strategy of the Series and the allocation of assets between the Equity and Fixed Components.

Equity Component: Vincent Costa, Portfolio Manager — the Equity Component.

Fixed Component: Michael Hyman and Christine Hurtsellers, Portfolio Managers — the Fixed Component.

Note: The Series are closed to new investments.

Performance: For the one-year period ended December 31, 2013, the ING GET U.S. Core Portfolio — Series 14 provided a total return of -0.33%; all compared to the S&P 500 ® Index, which returned 32.39% for the same period, and the Barclays U.S. 1-5 Year Government Bond Index, which returned -0.12%.

Portfolio Specifics: The Series invests in a mix of U.S. Treasury and U.S. agency separate trading of registered interest and principal securities (“STRIPs”) with very short-terms to maturity. The very low level of short-term interest rates on high quality bonds was a headwind for performance over the course of the year. The U.S. Federal Reserve Board’s (the “Fed”) much anticipated decision on when and whether to taper its asset purchasing program was certainly the focus of the latter part of the year. In response to strong jobs and manufacturing data posted just days before, the Fed announced in December that it would begin to taper its large-scale asset purchase program by $10 billion a month, beginning in January 2014.

 

 

* The ING GET U.S. Core Portfolio — Series 14’s maturity date is June 19, 2014.

Markets in general, when the time left to maturity is short, or the ratio of assets to the guarantee amount is low, asset allocation will tend to be conservative in order to protect principal from losses in our view. The use of only fixed-income assets precludes the Series from participating in rising equity markets.

Current Strategy and Outlook: We believe economic growth in the United States may exceed its long-term trend, but the growth rate is slower than has been in the past. In our opinion, the Fed’s commitment to forward guidance on zero interest rates will keep policy accommodative despite reducing asset purchases. We believe price swings resulting from the Fed’s imperfect communication may distort valuations and create investment opportunities.

We believe signs of inflation pressure have not arisen and above-target core inflation is highly unlikely in 2014. In our opinion, however, higher inflation expectations are likely to precede Fed rate hikes, especially if potential growth is higher than expectations. We believe extremely accommodative monetary policy has contributed to financial repression by depressing the real yields of bonds. Continuation of this trend, alongside a reduction of tail risks, has moved many valuations from cheap to fair in our view. We believe valuations are likely to become significantly richer before the turn of the cycle and yield will provide a balance to slightly higher rates. Security selection remains an important driver of performance given the valuations of financial assets.

Asset Allocation

as of December 31, 2013

(as a percentage of net assets)

 

    

Fixed

Income

    Equities    

Other Assets

and Liabilities

 

Series 14

     100.00     0.00     0.00%   

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Fund is based only on the outlook of its portfolio managers through the end of this period, and may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in fees associated with each class.

 

 

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ING GET U.S. C ORE  P ORTFOLIO  S ERIES  14   P ORTFOLIO  M ANAGERS ’ R EPORT

 

LOGO

 

     
    

Average Annual Total Returns for the Periods Ended December 31, 2013

  

   
           

1 Year

    

5 Year

   

Since Inception
of Guarantee Period
June 21, 2007

       
    

ING GET U.S. Core Portfolio Series 14

     -0.33      0.89     2.06    
    

S&P 500 ® Index

     32.39      17.94     5.30 %      
    

Barclays U.S. 1-5 Year Government Bond Index

     -0.12      1.71     3.51 %      

 

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING GET U.S. Core Portfolio Series 14 against the indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Series’ performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on Series distributions or the redemption of Series shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

The performance update illustrates performance for a variable investment option available through a variable contract. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please call (800) 992-0180 to get performance through the most recent month end.

This report contains statements that may be “forward-looking” statements. Actual results may differ materially from those projected in the “forward-looking” statements.

The views expressed in this report reflect those of the Portfolio Managers, only through the end of the period as stated on the cover. The Portfolio Managers’ views are subject to change at any time based on market and other conditions.

Portfolio holdings are subject to change daily.

 

 

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ING GET U.S. C ORE P ORTFOLIO   I NVESTMENT S TRATEGY AND P RINCIPAL R ISKS

 

What is the Investment Strategy During the Guarantee Period?

ING GET U.S. Core Portfolio — Series 14 (“Series”) invest at least 80% of its net assets in equities and fixed-income securities issued by U.S. companies or the U.S. government or its agencies. The Series does not implement an “investment strategy” in a conventional sense. Rather, the Series’ asset allocation strategy seeks to optimize the exposure of the Series to the equity component (“Equity Component”) while protecting Series assets. Assets allocated to the Equity Component may be reduced or eliminated in order to conserve assets at a level equal to or above the present value of the guarantee (“Guarantee”). The Series allocates its assets among the following asset classes:

During the Guarantee Period, the Series’ assets are allocated between the:

 

    Equity Component, consisting of common stocks included in the S&P 500 ® Index, futures contracts on the S&P 500 ® Index, and when the Equity Component’s market value is $5 million or less, investments in exchange traded funds (“ETFs”) that can reasonably be expected to have at least a 95% correlation ratio with the S&P 500 ® Index, in S&P 500 ® Index futures, or in a combination of S&P 500 ® Index futures and ETFs, subject to any limitation on the Series’ investments in such securities; and the

 

    Fixed component (“Fixed Component”) consisting primarily of short- to intermediate-duration U.S. government securities.

The Series’ asset allocation strategy is implemented by allocating assets appropriately to the Equity Component and to the Fixed Component to optimize exposure to the Equity Component while controlling the risk that an insurance company may be required to make payment under the Guarantee. Consequently, there can be no assurance as to the percentage of assets, if any, allocated to the Equity Component, even when the equity market is doing well, or to any investment returns generated by the Series.

How does the Series’ Asset Allocation work?

ING Investment Management Co. LLC (“IIM” or “Sub-Adviser”), the Sub-Adviser to the Series, uses a proprietary computer model to determine on a daily basis the percentage of assets allocated to the Equity Component and to the Fixed Component. The model evaluates a number of factors, including the then current market value of the Series, the then prevailing level of interest rates, equity market volatility, the Series’ total annual expenses, insurance company separate account expenses, and the maturity date (“Maturity Date”). The model determines the initial allocation between the Equity Component and the Fixed Component on the first day of the Guarantee Period and provides direction for any reallocations on a daily basis thereafter. Generally, as the value of the Equity Component rises, more assets are allocated to the Equity Component; as the value of the Equity Component declines, more assets are allocated to the Fixed Component. The amount directed to the Equity Component is always restricted so that even if it were to experience a “material decline” in value on a given day and before being redirected to the Fixed Component, the remaining assets would still be sufficient to meet the Guarantee. At the commencement of the Guarantee Period, the Series defined a “material decline” in value as a decline in the value of the Equity Component of at least 20% but no more than 30%. If the Series defined the “material decline” at 20%, fewer assets will likely be allocated to the Equity Component than if the “material decline” was defined at 30%. The allocation to the Equity Component or the Fixed Component may be zero under certain circumstances. Currently, 100% of the Series’ assets are allocated to the Fixed Component. It is not expected that any portion of the Series’ assets will be allocated to the Equity Component at any time before the Maturity Date.

Equity Component: IIM manages the Equity Component by overweighting those stocks in the S&P 500 ® Index that it believes will outperform the S&P 500 ® Index and underweighting (or avoiding altogether) those stocks it believes will underperform the S&P 500 ® Index (“Enhanced Index Strategy”). Stocks IIM believes are likely to match the performance of the S&P 500 ® Index are invested in proportion to their representation in the S&P 500 ® Index. To determine which stocks to weight more or less heavily, IIM uses internally developed quantitative computer models to evaluate various criteria, such as the financial strength of each company and its potential for strong, sustained earnings growth. IIM expects that there will be a close correlation between the performance of the Equity Component and that of the S&P 500 ® Index in both rising and falling markets.

Under normal market conditions, up to 20% of the Equity Component’s net assets may be invested in futures contracts for hedging purposes or to maintain liquidity to meet shareholder redemptions and minimize trading costs.

 

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I NVESTMENT S TRATEGY AND P RINCIPAL R ISKS   ING GET U.S. C ORE P ORTFOLIO

 

Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a financial instrument or a specific stock market index for a specified price on a designated date. During the Guarantee Period, the Series may only invest in futures contracts on the S&P 500 ® Index and futures contracts on U.S. Treasury securities.

If the Equity Component’s market value is $5 million or less, in order to replicate an investment in stocks listed in the S&P 500 ® Index, IIM may invest the entire amount of the Equity Component’s assets in S&P 500 ® Index futures, in ETFs, or in a combination of S&P 500 ® Index futures and ETFs, subject to any limitation on the Series’ investment in such securities (subject to the rules, regulations and exemptive orders imposed by the Investment Company Act of 1940, as amended “1940 Act”). ETFs are passively managed investment companies traded on a securities exchange whose goal is to track or replicate a desired index. IIM will not employ an Enhanced Index Strategy when it invests in S&P 500 ® Index futures and ETFs.

Fixed Component: IIM seeks to select investments for the Fixed Component with financial characteristics that will, at any point in time, closely resemble those of a portfolio of zero coupon bonds which mature within three months of the Maturity Date. Generally, at least 55% of the Fixed Component will consist of securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, including Separate Trading of Registered Interest and Principal of Securities (“STRIPS”). Although the Series invests in securities insured or guaranteed by the U.S. government, the Series shares are not themselves issued or guaranteed by the U.S. government. STRIPS are created by the Federal Reserve Bank by separating the interest and principal components of an outstanding U.S. Treasury or agency bond and selling them as individual securities. The Fixed Component may also consist of mortgage-backed securities (including commercial mortgage-backed securities) which are rated AAA or Aaa at the time of purchase by Standard & Poor’s (“S&P ® ”) or Moody’s Investors Service, Inc. (“Moody’s ® ”), respectively, and corporate obligations which are rated at the time of purchase A- or higher by S&P ® and/or Aa3 or higher by Moody’s ® . The Fixed Component may also include U.S. Treasury futures and money market instruments. The Series may also invest in other investment companies to the extent permitted under the 1940 Act.

What are the Principal Guarantee Period Risks?

Asset Allocation: If, at the inception of, or any time during, the Guarantee Period interest rates are low, the Series’ assets may be largely invested in the Fixed Component in order to decrease the likelihood that an insurance company would be required to make any payment under the Guarantee. The effect of low interest rates on the Series would likely be more pronounced at the inception of the Guarantee Period, as the initial allocation of assets would include more fixed-income securities. In addition, if during the Guarantee Period the equity markets experienced a material decline, the Series’ assets may become largely invested in the Fixed Component. In fact, because the value of the Equity Component declined by a significant amount earlier in the Guarantee Period, a complete reallocation to the Fixed Component has occurred. Currently, 100% of the assets are allocated to the Fixed Component and the Series will not reallocate any assets into the Equity Component prior to the Maturity Date. Use of the Fixed Component reduces the Series’ ability to participate as fully in upward equity market movements, and therefore represents some loss of opportunity, or opportunity cost, compared to a portfolio that is fully invested in equities.

Active Asset Allocation May Underperform Static Strategies: An active asset allocation strategy may underperform a more static strategy due to the impact of transaction costs. The asset allocation process results in transaction costs from the purchase and sale of securities. Volatile periods in the market may increase these costs. High transaction costs may have an adverse effect on the performance of the Series.

Opportunity Costs: There are substantial opportunity costs associated with an investment in the Series. The Series may allocate a substantial portion, and under certain circumstances all, of the Series’ assets to the Fixed Component in order to conserve Series assets to a level equal to or above the present value of the Guarantee. Initially, if interest rates are low, the allocation to the Fixed Component may be over 70% of the Series’ assets. If the market value of the Equity Component rises, the percentage of the Series’ assets allocated to the Equity Component generally will also rise. However, the relative volatility of these two Components as well as the past performance of the Series will affect these allocations. For example, if the Series incurs early losses, the Series may allocate 100% of the Series’ assets to the Fixed Component for the entire Guarantee Period, irrespective of the subsequent upward movements in the equity markets and/or the Equity Component.

 

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ING GET U.S. C ORE P ORTFOLIO   I NVESTMENT S TRATEGY AND P RINCIPAL R ISKS

 

The extent to which the Series participates in upward movements in the Equity Component during the Guarantee Period will depend on the performance of the Series, the performance and volatility of the Fixed and Equity Components, interest rates, expenses of the Series and the separate account under the variable annuity contract, and other factors. The Series might capture a material portion, very little or none of any Equity Component increase.

It is possible that on the Maturity Date, a contract holder or participant could receive only the guaranteed amount even though the equity markets, as well as the Equity Component, has had significant positive performance during the Guarantee Period.

The opportunity cost of not allocating assets to the Equity Component will be particularly high if early in the Guarantee Period: (a) the Series’ net asset value (“NAV”) decreases, or (b) the value of the Equity Component declines. In either case, all or substantially all of the Series’ assets could be allocated to the Fixed Component for the remainder of the Guarantee Period.

Company: The price of a given company’s stock could decline or underperform for many reasons including, among others, poor management, financial problems, or business challenges. If a company declares bankruptcy or becomes insolvent, its stock could become worthless.

Credit: Prices of bonds and other debt securities can fall if the issuer’s actual or perceived financial health deteriorates, whether because of broad economic or issuer-specific reasons. In severe cases, the issuer could be late in paying interest or principal, or could fail to pay altogether.

Interest Rate: With bonds and other fixed rate debt securities, a rise in interest rates generally causes values to fall; conversely, values generally rise as interest rates fall. The higher the credit quality of the security, and the longer its maturity or duration, the more sensitive it is likely to be to interest rate risk.

Investment Model: The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors. The proprietary models used by a Sub-Adviser to evaluate securities or securities markets are based on the Sub-Adviser’s understanding of the interplay of market factors and do not assure successful investment. The markets, or the price of individual securities, may be affected by factors not foreseen in developing the models.

Liquidity: If a security is illiquid, the adviser or Sub-Adviser might be unable to sell the security at a time when the Sub-Adviser might wish to sell, and the security could have the effect of decreasing the overall level of the Series’ liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, which could vary from the amount the Series could realize upon disposition. The Series may make investments that become less liquid in response to market developments or adverse investor perception. The Series could lose money if it cannot sell a security at the time and price that would be most beneficial to the Series.

Other Investment Companies: The main risk of investing in other investment companies, including exchange-traded funds, is the risk that the value of the securities underlying an investment company might decrease. Because the Series may invest in other investment companies, you will pay a proportionate share of the expenses of that other investment company (including management fees, administration fees and custodial fees) in addition to the expenses of the Series. Other investment companies include ETFs and Holding Company Depositary Receipts (“HOLDRs”), among others. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an equity index. The main risk of investing in other investment companies is that the value of the underlying securities held by the investment company might decrease. The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions. Additional risks of investments in ETFs include: (i) the market price of an ETF’s shares may trade at a discount to its net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; or (iii) trading may be halted if the listing exchanges’ officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts trading generally. Because HOLDRs concentrate in the stock of a particular industry, trends in that industry may have a dramatic impact on their value.

U.S. Government Securities and Obligations: U.S. government securities are obligations of, or guaranteed by, the U.S. government, its agencies or government-sponsored enterprises. U.S. government securities are subject to market and interest rate risk, and may be subject to varying degrees of credit risk. Some U.S. government securities are

 

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I NVESTMENT S TRATEGY AND P RINCIPAL R ISKS   ING GET U.S. C ORE P ORTFOLIO

 

backed by the full faith and credit of the U.S. government and are guaranteed as to both principal and interest by the U.S. Treasury. These include direct obligations of the U.S. Treasury such as U.S. Treasury notes, bills and bonds, as well as indirect obligations including certain securities of the Government National Mortgage Association, the Small Business Administration and the Farmers Home Administration, among others. Other U.S. government securities are not direct obligations of the U.S. Treasury, but rather are backed by the ability to borrow directly from the U.S. Treasury, including certain securities of the Federal Financing Bank, the Federal Home Loan Bank and the U.S. Postal Service. Still other agencies and instrumentalities are supported solely by the credit of the agency or instrumentality itself and are neither guaranteed nor insured by the U.S. government. These include securities issued by the Federal Home Loan Bank and the Federal Farm Credit Bank, among others. Consequently, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment. No assurance can be given that the U.S. government would provide financial support to such agencies if it is not obligated to do so by law. U.S. government securities may be subject to varying degrees of credit risk and all U.S. government securities may be subject to price declines due to changing interest rates. Securities directly supported by the full faith and credit of the U.S. government have less credit risk. The discussion below includes risks that are not described in the Series’ summary but which, nevertheless, are a risk to the Series.

Counterparty: The entity with whom the Series conducts Series-related business (such as trading or securities lending), or that underwrites, distributes or guarantees investments or agreements that the Series owns or is otherwise exposed to, may refuse or may become unable to honor its obligations under the terms of a transaction or agreement. As a result, the Series may sustain losses and be less likely to achieve its investment objective. These risks may be greater when engaging in over-the-counter transactions.

Futures Contracts: The Series may invest in futures contracts, which provide for the future sale by one party and purchase by another party of a specified amount of a financial instrument or a specific stock market index for a specified price on a designated date. The Series uses futures for hedging purposes or to temporarily increase or limit exposure to a particular asset class. The main risk with futures contracts is that they can amplify a gain or loss, potentially earning or losing substantially more money than the actual investment made in the futures contract.

Risks of Using Derivatives: Certain securities in which the Series may invest, including futures contracts, are derivative instruments. In general terms, a derivative instrument is a financial contract whose value is derived, at least in part, from the performance of an underlying asset, interest rate, or index. If the issuer of a derivative does not pay the amount owed on the contract when due, the Series can lose money on the investment. The underlying investment on which the derivative is based, and the derivative itself, might not perform in the manner the Sub-Adviser expected, which could cause the Series’ share price to decline. Markets underlying securities may move in a direction not anticipated by the Sub-Adviser, which may result in the Series realizing a lower return than expected on an investment. Some derivatives are also subject to the risk that counterparties will not perform their duties.

 

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SHAREHOLDER EXPENSE EXAMPLE ( U NAUDITED )

 

 

 

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, including redemption fees and exchange fees (if applicable); and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Series expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2013 to December 31, 2013, unless otherwise indicated. The Series’ expenses are shown without the imposition of any charges which are, or may be, imposed under your variable annuity contract, variable life insurance policy, qualified pension or retirement plan. Expenses would have been higher if such charges were included.

Actual Expenses

The left section of the table shown below, “Actual Series Return,” provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The right section of the table shown below, “Hypothetical (5% return before expenses)”, provides information about hypothetical account values and hypothetical expenses based on the Series’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Actual Series Return     Hypothetical (5% return before expenses)  
   

Beginning

Account

Value

July 01, 2013

   

Ending
Account Value
December 31, 2013

   

Annualized

Expense

Ratio

   

Expenses Paid

During the

Year Ended

December 31, 2013*

   

Beginning

Account

Value

July 01, 2013

   

Ending

Account Value
December 31, 2013

   

Annualized

Expense

Ratio

   

Expenses Paid
During the

Year Ended

December 31, 2013*

 

Series 14

  $ 1,000.00      $ 999.00        0.90   $ 4.53      $ 1,000.00      $ 1,020.67        0.90   $ 4.58   

 

 

*   Expenses are equal to the Series’ respective annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half-year.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

The Shareholders and Board of Trustees

ING Variable Insurance Trust

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of ING GET U.S. Core Portfolio – Series 14, a series of ING Variable Insurance Trust, as of December 31, 2013, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2013, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ING GET U.S. Core Portfolio – Series 14 as of December 31, 2013, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

Boston, Massachusetts

February 18, 2014

 

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STATEMENT OF ASSETS AND LIABILITIES AS OF D ECEMBER  31, 2013

 

 

 

ASSETS:

  

Investments in securities at fair value*

   $ 26,206,726  

Short-term investments at fair value**

     1,477,782  
  

 

 

 

Total investments at fair value

   $ 27,684,508  
  

 

 

 

Cash

     82  

Receivables:

  

Interest

     5,654  

Prepaid expenses

     107  

Reimbursement due from manager

     4,075  
  

 

 

 

Total assets

     27,694,426  
  

 

 

 

LIABILITIES:

  

Payable for fund shares redeemed

     1,358  

Payable for investment management fees

     14,180  

Payable for administrative fees

     1,300  

Payable for distribution and shareholder service fees

     5,908  

Payable for trustee fees

     155  

Other accrued expenses and liabilities

     12,185  
  

 

 

 

Total liabilities

     35,086  
  

 

 

 

NET ASSETS

   $ 27,659,340  
  

 

 

 

NET ASSETS WERE COMPRISED OF:

  

Paid-in capital

   $ 29,401,549  

Undistributed net investment income

     606,430  

Accumulated net realized loss

     (2,688,047

Net unrealized appreciation

     339,408  
  

 

 

 

NET ASSETS

   $ 27,659,340  
  

 

 

 

 

  

*      Cost of investments in securities

   $ 25,867,494  

**    Cost of short-term investments

   $ 1,477,606  
  

Net assets

   $ 27,659,340  

Shares authorized

     unlimited  

Par value

   $ 0.001  

Shares outstanding

     2,883,469  

Net asset value and redemption price per share

   $ 9.59  

 

See Accompanying Notes to Financial Statements

 

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Table of Contents

STATEMENT OF OPERATIONS FOR THE Y EAR E NDED D ECEMBER  31, 2013

 

 

 

INVESTMENT INCOME:

  

Interest

   $ 885,835  
  

 

 

 

Total investment income

     885,835  
  

 

 

 

EXPENSES:

  

Investment management fees

     185,394  

Distribution and shareholder service fees

     77,247  

Transfer agent fees

     69  

Administrative service fees

     16,994  

Shareholder reporting expense

     7,600  

Registration fees

     483  

Professional fees

     30,923  

Custody and accounting expense

     3,659  

Trustee fees

     927  

Miscellaneous expense

     2,873  

Interest expense

     42  
  

 

 

 

Total expenses

     326,211  

Net waived and reimbursed fees

     (47,763
  

 

 

 

Net expenses

     278,448  
  

 

 

 

Net investment income

     607,387  
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS):

  

Net realized gain (loss) on:

  

Investments

     291,962  
  

 

 

 

Net realized gain

     291,962  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (985,323
  

 

 

 

Net change in unrealized appreciation (depreciation)

     (985,323
  

 

 

 

Net realized and unrealized loss

     (693,361
  

 

 

 

Decrease in net assets resulting from operations

   $ (85,974
  

 

 

 

 

See Accompanying Notes to Financial Statements

 

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STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

    

Year Ended
December 31,
2013

   

Year Ended
December 31,
2012

 

FROM OPERATIONS:

    

Net investment income

   $ 607,387     $ 913,322  

Net realized gain

     291,962       476,151  

Net change in unrealized (depreciation)

     (985,323     (1,465,515
  

 

 

   

 

 

 

Decrease in net assets resulting from operations

     (85,974     (76,042
  

 

 

   

 

 

 

FROM DISTRIBUTIONS TO SHAREHOLDERS:

    

Net investment income

     (913,651     (1,102,718
  

 

 

   

 

 

 

Total distributions

     (913,651     (1,102,718
  

 

 

   

 

 

 

FROM CAPITAL SHARE TRANSACTIONS:

    

Reinvestment of distributions

     913,651       1,102,718  
  

 

 

   

 

 

 
     913,651       1,102,718  

Cost of shares redeemed

     (6,738,815     (9,457,742
  

 

 

   

 

 

 

Net decrease in net assets resulting from capital share transactions

     (5,825,164     (8,355,024
  

 

 

   

 

 

 

Net decrease in net assets

     (6,824,789     (9,533,784
  

 

 

   

 

 

 

NET ASSETS:

    

Beginning of year or period

     34,484,129       44,017,913  
  

 

 

   

 

 

 

End of year or period

   $ 27,659,340     $ 34,484,129  
  

 

 

   

 

 

 

Undistributed net investment income at end of year or period

   $ 606,430     $ 912,250  
  

 

 

   

 

 

 

 

See Accompanying Notes to Financial Statements

 

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F INANCIAL  H IGHLIGHTS

 

 

 

Selected data for a share of beneficial interest outstanding throughout each year or period.

 

          Income (loss)
from
investment
operations
          Less distributions                             Ratios to average net assets     Supplemental
data
 
    Net asset value, beginning of year
or period
    Net investment income (loss)     Net realized and unrealized gain
(loss)
    Total from investment operations     From net investment income     From net realized gains     From return of capital     Total distributions     Payment by affiliate     Net asset value,
end of year or period
    Total Return (1)     Expenses before reductions/
additions (2)(3)
    Expenses net of fee waivers and/
or recoupments if any (2)(3) (4)
    Expense net of all reductions/
additions (2)(3) (4)
    Net investment income (loss) (2)(3)     Net assets, end of year or period     Portfolio turnover rate  

Year or period ended

  ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     (%)     (%)      (%)     (%)     (%)     ($000’s)     (%)  

12-31-13

    9.91        0.19 •      (0.80     (0.61     0.29                     0.29               9.59        (0.33     1.06        0.90        0.90        1.97        27,659        12   

12-31-12

    10.21        0.23 •      (0.25     (0.02     0.28                     0.28               9.91        (0.18     1.09        1.00        1.00        2.32        34,484          

12-31-11

    10.20        0.23 •      0.09        0.32        0.31                     0.31               10.21        3.21        1.06        1.00        1.00        2.25        44,018          

12-31-10

    9.93        0.25 •      0.42        0.67        0.40                     0.40               10.20        6.88        1.03        1.00        1.00        2.48        54,548          

12-31-09

    10.46        0.29 •      (0.39     (0.10     0.43                     0.43               9.93        (0.83     1.03        1.00        1.00        2.85        66,874        12   

 

(1)   Total return is calculated assuming reinvestment of all dividends, capital gain distributions and return of capital distributions, if any, at net asset value and does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized.
(2)   Annualized for periods less than one year.
(3)   Expense ratios reflect operating expenses of a Portfolio. Expenses before reductions/additions do not reflect amounts reimbursed by an Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by an Investment Adviser and/or Distributor but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.
(4)   Expense ratios do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.
· Calculated using average number of shares outstanding throughout the period.

 

See Accompanying Notes to Financial Statements

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013

 

 

 

NOTE 1 — ORGANIZATION

ING Variable Insurance Trust (the “Trust”) was organized as a Delaware statutory trust on July 15, 1999 and is registered under the Investment Company Act of 1940, as amended (“1940 Act” or “Act”) as a diversified open-end management investment company. The Trust consists of one investment series which is included in this report: ING GET U.S. Core Portfolio Series 14 (“Series 14” or “Series”), a diversified series of the Trust.

During the Guarantee Period, the Series seeks to achieve maximum total return and minimal exposure of the Series’ assets to a market value loss by participating, to the extent appropriate, in favorable equity market performance.

If during the Guarantee Period the equity markets experience a major decline, the Series’ assets may become largely or entirely invested in the Fixed Component. Use of the Fixed Component reduces the Series’ ability to participate as fully in upward equity market movements, and therefore represents some loss of opportunity, or opportunity cost, compared to a portfolio that is more heavily invested in equities. The insurance companies offering the Series currently are ING Life Insurance & Annuity Company (“ILIAC”) and ING USA Annuity and Life Insurance Company (“ING USA”). The insurance companies offering the Series guarantee Contract holders and Participants that on the Maturity Date they will receive no less than the value of their separate account investment directed to the Series as of the last day of the Offering Period, adjusted for certain charges. The value of dividends and distributions made by the Series throughout the Guarantee Period is included in determining whether, for purposes of the Guarantee, the value of a shareholder’s investment on the Maturity Date is no less than the value of their investment as of the last day of the Offering Period. Amounts withdrawn prior to the Maturity Date do not get the benefit of the Guarantee. The following information is related to the Series:

 

    

Offering

Period

    

Guarantee

Period

    

Maturity

Date

 

Series 14*

     12/21/06 — 06/20/07         06/21/07 — 06/19/14         06/19/14   

 

* Closed to new investors.

Shares of the Series are offered to insurance company separate accounts that fund both annuity and life insurance contracts and certain tax-qualified retirement plans. At December 31, 2013 separate accounts of ILIAC and ING USA and their affiliates held all the shares outstanding of the Series.

ING Investments, LLC serves as the investment adviser (“ING Investments” or the “Investment Adviser”) to the Series. ING Investment Management Co. LLC serves as the sub-adviser (“IIM” or the “Sub-Adviser”) to the Series. ING Funds Services, LLC serves as the administrator (“IFS” or the “Administrator”) for the Series. ING Investments Distributor, LLC (“IID” or the “Distributor”), a Delaware limited liability company, serves as the principal underwriter to the Series.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are consistently followed by the Series in the preparation of its financial statements, and such policies are in conformity with U.S. generally accepted accounting principles (“GAAP”) for investment companies.

A. Security Valuation . U.S. GAAP defines fair value as the price the Series would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date Investments in equity securities traded on a national securities exchange are valued at the official closing price when available or, for certain markets the last reported sale price on each valuation day. Securities traded on an exchange for which there has been no sale and securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices on each valuation day. All investments quoted in foreign currencies are valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities with more than 60 days to maturity are valued using matrix pricing methods determined by an independent pricing service which takes into consideration such factors as yields, maturities, liquidity, ratings and traded prices in similar or identical securities. Investments of sufficient credit quality maturing in 60 days or less are valued at amortized cost which approximates fair value.

Securities for which valuations are not readily available from an independent pricing service may be valued by brokers which use prices provided by market makers or estimates of fair market value obtained from yield data relating to investments or securities with similar characteristics. U.S. government obligations are valued by using market quotations or independent pricing services that use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics. Investments in open-end mutual funds are valued at net asset value (“NAV”).

 

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

 

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) are valued at their fair values, as defined by the 1940 Act, and as determined in good faith by or under the supervision of the Series’ Board of Trustees (the “Board”), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that the Series calculates its NAV may also be valued at their fair values as defined by the 1940 Act, and as determined in good faith by or under the supervision of the Board, in accordance with methods that are specifically authorized by the Board. All such fair valuations are made in accordance with valuation procedures of the Series (the “Valuation Procedures”) which have been approved by the Board. The valuation techniques applied in any specific instance are set forth in the Valuation Procedures and may vary from case to case. With respect to a restricted security, for example, consideration is generally given to the cost of the investment, the market value of any unrestricted securities of the same class at the time of valuation, the potential expiration of restrictions on the security, the existence of any registration rights, the costs to the Series related to registration of the security, as well as factors relevant to the issuer itself. Consideration may also be given to the price and extent of any public trading in similar securities of the issuer or comparable companies’ securities. The value of a foreign security traded on an exchange outside the United States is generally based on the price of a foreign security on the principal foreign exchange where it trades as of the time the Series determines its NAV or if the foreign exchange closes prior to the time the Series determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain non-U.S. securities may not take place on all days on which the New York Stock Exchange (“NYSE”) is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of the Series’ NAV may not take place contemporaneously with the determination of the prices of securities held by the Series in foreign securities markets. Further, the value of the Series’ assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Series. In calculating the Series’ NAV, foreign securities in foreign currency are converted to U.S. dollar equivalents. If an event

occurs after the time at which the market for foreign securities held by the Series closes but before the time that the Series’ NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time the Series determines its NAV. In such a case, the Series will use the fair value of such securities as determined under the Serie’s Valuation Procedures. Events after the close of trading on a foreign market that could require the Series to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security’s fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time the Series calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that the Series could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Series is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes the Series to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the Series determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Series’ NAV.

Each investment asset or liability of the Series is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than quoted prices for an asset or liability that are observable are classified as “Level 2” and unobservable inputs,

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

 

 

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (continued)

 

including the Investment Adviser’s or Sub-Adviser’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Short-term securities of sufficient credit quality which are valued at amortized cost, which approximates fair value, are generally considered to be Level 2 securities under applicable accounting rules. A table summarizing the Series’ investments under these levels of classification is included following the Portfolio of Investments.

The Board has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to the “Pricing Committee” as established by the Series’ Administrator. The Pricing Committee considers all facts it deems relevant that are reasonably available, through either public information or information available to the Investment Adviser or Sub-Adviser, when determining the fair value of the security. In the event that a security or asset cannot be valued pursuant to one of the valuation methods established by the Board, the fair value of the security or asset will be determined in good faith by the Pricing Committee. When the Series uses these fair valuation methods that use significant unobservable inputs to determine its NAV, securities will be priced by a method that the Pricing Committee believes accurately reflects fair value and are categorized as Level 3 of the fair value hierarchy. The methodologies used for valuing securities are not necessarily an indication of the risks of investing in those securities nor can it be assured that the Series can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Pricing Committee may compare prior day prices, prices on comparable securities, and traded prices to the prior or current day prices and the Pricing Committee challenges those prices exceeding certain tolerance levels with the independent pricing service or broker source. For those securities valued in good faith at fair value, the Pricing Committee reviews and affirms the reasonableness of the valuation on a regular basis after considering all relevant information that is reasonably available.

For fair valuations using significant unobservable inputs, U.S. GAAP requires a reconciliation of the beginning to ending balances for reported fair values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in or out of the Level 3 category during the period. The end of period timing recognition is used for the transfers between Levels of the Series’ assets and liabilities. A reconciliation of Level 3 investments is presented only when the Series had a significant amount of Level 3 investments.

For the year ended December 31, 2013, there have been no significant changes to the fair valuation methodologies.

B. Security Transactions and Revenue Recognition . Security transactions are recorded on the trade date. Realized gains or losses on sales of investments are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Premium amortization and discount accretion are determined using the effective yield method. Dividend income is recorded on the ex-dividend date.

C. Foreign Currency Translation . The books and records of the Series are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

 

  (1) Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.

 

  (2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Series does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

 

 

NOTE 2 — SIGNIFICANT ACCOUNTING

POLICIES (continued)

 

losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Series’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities.

D. Distributions to Shareholders . Dividends from net investment income and net realized gains, if any, are declared and paid annually by the Series. Distributions are determined annually in accordance with federal tax principles, which may differ from U.S. GAAP for investment companies. The Series may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. Distributions are recorded on the ex-dividend date. The characteristics of income and gains are determined in accordance with income tax regulations, which may differ from U.S. GAAP for investment companies.

E. Federal Income Taxes . It is the Series’ policy to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, no federal income tax provision is required. Management has considered the sustainability of the Series’ tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.

F. Use of Estimates . The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

G. Repurchase Agreements. The Series may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is generally short, from possibly overnight to one week (although it may extend over a number of months), while the underlying securities generally have longer maturities. The Series will receive, as collateral, securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invested by the Series. The underlying collateral is valued daily on a mark to market basis to assure that the value, including accrued interest is at least equal to the repurchase price. There would be potential loss to the Series in the event that the Series is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

Repurchase agreements are entered into by the Series under Master Repurchase Agreements (“MRA”) which permit the Series, under certain circumstances, including an event of default (such as bankruptcy or insolvency), to offset receivables or payables under the MRA with collateral held and/or pledged by the counterparty and create one single net payment due to or from the Series. Please refer to the table following the Portfolio of Investments for open repurchase agreements subject to the MRA on a net basis at December 31, 2013.

H. Indemnifications . In the normal course of business, the Trust may enter into contracts that provide certain indemnifications. The Trust’s maximum exposure under these arrangements is dependent on future claims that may be made against the Series and, therefore, cannot be estimated; however, based on experience, management considers risk of loss from such claims remote.

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

 

 

NOTE 3 — INVESTMENT TRANSACTIONS

For the year ended December 31, 2013, the cost of purchases and the proceeds from the sales of securities, excluding U.S. government and short-term securities, were as follows:

 

Purchases

   

Sales

 
$ —          $ —       

U.S. government securities not included above were as follows:

 

Purchases

   

Sales

 
$  3,717,350     $ 12,041,744  

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATION FEES

The Series entered into an investment management agreement (“Investment Management Agreement”) with the Investment Adviser. The Investment Management Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, based on the average daily net assets of the Series. The fee for the Series was 0.25% during its Offering Period and is 0.60% during its Guarantee Period.

The Investment Adviser has entered into a sub-advisory agreement with IIM. Subject to such policies as the Board or the Investment Adviser may determine, IIM is responsible for managing the assets of the Series in accordance with its investment objectives, policies, and limitations.

IFS acts as the administrator and provides certain administrative and shareholder services necessary for the Series’ operations and is responsible for the supervision of other service providers. For its services, IFS is entitled to receive from the Series a fee at an annual rate of 0.055% on the first $5 billion of average daily net assets and 0.030% thereafter.

NOTE 5 — DISTRIBUTION FEES

The Series has a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), whereby the Distributor is compensated by the Series for expenses incurred in the distribution of the Series’ shares (“Distribution Fees”). Pursuant to the 12b-1 Plan, the Distributor is entitled to a payment each month to compensate for expenses incurred in the distribution and promotion of the Series’ shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution

related expenses, including distribution or shareholder servicing fees (“Servicing Fees”) paid to securities dealers who have executed a distribution agreement with the Distributor. Under the 12b-1 Plan, the Series pays the Distributor a Distribution Fee rate of 0.25% based on average daily net assets.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2013, the following indirect, wholly-owned subsidiaries of ING U.S., Inc. owned more than 5% of the Series:

 

Subsidiary

 

Percentage

ING Life Insurance and Annuity Company

  17.75%

ING USA Annuity and Life Insurance Company

  69.50

ReliaStar Life Insurance Company

  12.75

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. The 1940 Act defines affiliates as companies that are under common control. Therefore, because the Series has a common owner that owns over 25% of the outstanding securities of the Series, they may be deemed to be affiliates of each other. Investment activities of these shareholders could have a material impact on the Series.

The Trust has adopted a Deferred Compensation Plan (the “Plan”), which allows eligible non-affiliated trustees as described in the Plan to defer the receipt of all or a portion of the trustees’ fees payable. Amounts deferred are treated as though invested in various “notional” funds advised by ING Investments until distribution in accordance with the Plan.

NOTE 7 — OTHER ACCRUED EXPENSES AND LIABILITIES

At December 31, 2013, the Series had the following payables included in Other Accrued Expenses and Liabilities on the Statement of Assets and Liabilities that exceeded 5% of total liabilities.

 

Accrued Expenses

  

Amount

 

Audit

   $ 7,884   

Custody

     2,201   

Postage

     2,002   
 

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

 

 

NOTE 8 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

 

    Shares
sold
    Shares
issued in
merger
    Reinvestment
of
distributions
    Shares
redeemed
    Net increase
(decrease) in
shares
outstanding
    Shares
sold
    Proceeds
from shares
issued in
merger
    Reinvestment
of
distributions
    Shares
redeemed
    Net increase
(decrease)
 

Year or period ended

  #     #     #     #     #     ($)     ($)     ($)     ($)     ($)  

Series 14

  

12/31/2013

                  95,073       (692,227     (597,154                   913,651       (6,738,815     (5,825,164

12/31/2012

                  111,161       (943,151     (831,990                   1,102,718       (9,457,742     (8,355,024

NOTE 9 — EXPENSE LIMITATION AGREEMENT

The Investment Adviser entered into a written expense limitation agreement (“Expense Limitation Agreement”) with the Series whereby the Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses stemming from investments in other investment companies to 0.65% during the Offering Period and 0.90% during the Guarantee Period. Prior to January 1, 2013, the expense limit was 1.00% during the Guarantee Period.

The Investment Adviser may at a later date recoup from the Series for management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Series’ expense ratio does not exceed the percentage described above. Waived and reimbursed fees, net of any recoupment by the Investment Adviser of such waived and reimbursed fees, are reflected on the accompanying Statement of Operations. Amounts payable by the Investment Adviser are reflected in the Statement of Assets and Liabilities.

As of December 31, 2013, the amounts of waived and reimbursed fees that are subject to possible recoupment by the Investment Adviser and the related expiration dates are as follows:

 

December 31,        

2014

   

2015

   

2016

   

Total

 
$ 30,539      $ 36,328      $ 47,763      $ 114,630   

The Expense Limitation Agreement is contractual through May 1, 2014 and shall renew automatically for one-year terms unless: (i) the Investment Adviser provides 90 days written notice of its termination; and (ii) such termination is approved by the Board; or (iii) the Investment Management Agreement has been terminated.

NOTE 10 — LINE OF CREDIT

The Series, in addition to certain other funds managed by the Investment Adviser, has entered into an unsecured committed revolving line of credit agreement (the “Credit Agreement”) with The Bank of New York Mellon for an aggregate amount of $200,000,000. Prior to May 24, 2013, the funds to which the Credit Agreement was available were each a party to an unsecured committed revolving line of credit for an aggregate amount of $125,000,000. The proceeds may be used to: (1) temporarily finance the purchase or sale of securities; and (2) finance the redemption of shares of an investor in the funds. The funds to which the line of credit is available pay a commitment fee equal to 0.08% per annum on the daily unused portion of the committed line amount payable quarterly in arrears.

Generally, borrowings under the Credit Agreement accrue interest at the federal funds rate plus a specified margin. Repayments generally must be made within 60 days after the date of a revolving credit advance.

The Series did not utilize the line of credit during the year ended December 31, 2013.

NOTE 11 — FEDERAL INCOME TAXES

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.

 

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

 

 

NOTE 11 — FEDERAL INCOME TAXES (continued)

 

The following permanent tax differences have been reclassified as of December 31, 2013:

 

Undistributed Net
Investment Income

   

Accumulated
Net Realized
Gains/(Losses)

 
$ 444      $ (444

Dividends paid by the Series from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

The tax composition of dividends and distributions to shareholders was as follows:

 

Year Ended
December 31, 2013
    Year Ended
December 31, 2012
 

Ordinary

Income

   

Ordinary

Income

 
$ 913,651      $ 1,102,718   

The tax-basis components of distributable earnings and the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of December 31, 2013 are detailed below. The Regulated Investment Company Modernization Act of 2010 (the “Act”) provides an unlimited carryforward period for newly generated capital losses. Under the Act, there may be a greater likelihood that all or a portion of the Series’ pre-enactment capital loss carryforwards may expire without being utilized due to the fact that post-enactment capital losses are required to be utilized before pre-enactment capital loss carryforwards.

 

Undistributed
Ordinary
Income
    Unrealized
Appreciation/
(Depreciation)
    Short-term
Capital Loss
Carryforwards
    Expiration  
$ 607,831      $ 339,408      $ (2,688,047     2016   

The Series’ major tax jurisdictions are U.S. federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2009.

As of December 31, 2013, no provision for income tax is required in the Series’ financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Series’ federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

NOTE 12 — RESTRUCTURING PLAN

In October 2009, ING Groep submitted a restructuring plan (the “Restructuring Plan”) to the European

Commission in order to receive approval for state aid granted to ING Groep by the Kingdom of the Netherlands in November 2008 and March 2009. To receive approval for this state aid, ING Groep was required to divest its insurance and investment management businesses, including ING U.S., before the end of 2013. In November 2012, the Restructuring Plan was amended to permit ING Groep additional time to complete the divestment. Pursuant to the amended Restructuring Plan, ING Groep must divest at least 25% of ING U.S. by the end of 2013, more than 50% by the end of 2014, and the remaining interest by the end of 2016 (such divestment, the “Separation Plan”).

In May 2013, ING U.S. conducted an initial public offering of ING U.S. common stock (the “IPO”). On September 13, 2013, ING U.S. filed a new Registration Statement on Form S-1 with the SEC in connection with another potential public offering of ING U.S. common stock held by ING Groep. ING U.S. did not issue or sell common stock in the offering. On October 23, 2013, ING U.S. announced the pricing of 33 million shares of its common stock being offered by ING Groep in this offering. Closing of the offering occurred on October 29, 2013. ING Groep also granted the underwriters in the offering an option exercisable within 30 days, to acquire up to approximately an additional 5 million shares from ING Groep. This option was exercised in full. ING U.S. did not receive any proceeds from the offering.

ING Groep continues to own a majority of the common stock of ING U.S. ING Groep has stated that it intends to sell its remaining controlling ownership interest in ING U.S. over time. While the base case for the remainder of the Separation Plan is the divestment of ING Groep’s remaining interest in one or more broadly distributed offerings, all options remain open and it is possible that ING Groep’s divestment of its remaining interest in ING U.S. may take place by means of a sale to a single buyer or group of buyers.

It is anticipated that one or more of the transactions contemplated by the Separation Plan would result in the automatic termination of the existing investment advisory and sub-advisory agreements under which the Adviser and sub-adviser provide services to the Series. In order to ensure that the existing investment advisory and sub-advisory services can continue uninterrupted, the Board approved new advisory and sub-advisory agreements for the Series in connection with the IPO. Shareholders of the Series approved the new investment advisory and sub-advisory agreements prompted by the IPO, as well as any future advisory and

 

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NOTES TO FINANCIAL STATEMENTS AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

 

 

NOTE 12 — RESTRUCTURING PLAN (continued)

 

sub-advisory agreements prompted by the Separation Plan that are approved by the Board and whose terms are not materially different from the current agreements. This means that shareholders may not have another opportunity to vote on a new agreement with the Adviser or an affiliated sub-adviser even if they undergo a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of ING U.S.

The Separation Plan, whether implemented through public offerings or other means, may be disruptive to the businesses of ING U.S. and its subsidiaries, including the Adviser and affiliated entities that provide services to the Series, and may cause, among other things, interruption of business operations or services, diversion of management’s attention from day-to-day operations, reduced access to capital, and loss of key employees or customers. The completion of the Separation Plan is expected to result in the Adviser’s loss of access to the resources of ING Groep, which could adversely affect its business. Since a portion of the shares of ING U.S., as a standalone entity, are publicly held, it is subject to the reporting requirements of the Securities Exchange Act of 1934 as well as other U.S. government and state regulations, and subject to the risk of changing regulation.

The Separation Plan may be implemented in phases. During the time that ING Groep retains a majority interest in ING U.S., circumstances affecting ING Groep, including restrictions or requirements imposed on ING Groep by European and other authorities, may also affect ING U.S. A failure to complete the Separation Plan could create uncertainty about the nature of the relationship between ING U.S. and ING Groep, and could adversely affect ING U.S. and the Adviser and its affiliates. Currently, the Adviser and its affiliates do not anticipate that the Separation Plan will have a material adverse impact on their operations or the Series and its operation.

NOTE 13 — SUBSEQUENT EVENTS

Effective June 19, 2014, Series 14 will reach its maturity date and will be liquidated.

The Series has evaluated events occurring after the Statement of Assets and Liabilities date (subsequent events) to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.

 

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Table of Contents
ING GET U.S. C ORE P ORTFOLIO
S ERIES  14
 

PORTFOLIO OF INVESTMENTS

AS OF D ECEMBER 31, 2013

 

Principal
Amount†
               Value      Percentage
of Net
Assets
 
         
  U.S. TREASURY OBLIGATIONS: 1.7%      
     U.S. Treasury STRIP: 1.7%   
  474,000      ^,Z    0.230%, due 05/15/14   $ 473,865        1.7   
     Total U.S. Treasury Obligations (Cost $471,687)     473,865        1.7   
         
  FOREIGN GOVERNMENT BONDS: 21.7%      
  6,022,000      Z    Israel Government International Bond, 0.390%, 08/15/14     6,007,547        21.7   
     Total Foreign Government Bonds (Cost $5,918,847)     6,007,547        21.7   
         
  U.S. GOVERNMENT AGENCY OBLIGATIONS: 71.3%   
     Federal Home Loan Bank: 10.4%   
  2,800,000           5.250%, due 06/18/14     2,866,307        10.4   
         
     Federal Home Loan Mortgage Corporation: 25.1% ##     
  6,973,000      Z    0.720%, due 07/15/14     6,947,849        25.1   
         
     Federal National Mortgage Association: 25.7% ##     
  7,123,000      ^,Z    0.710%, due 05/15/14     7,119,246        25.7   
         
     Other U.S. Agency Obligations: 10.1%   
  2,796,000      Z    0.350%, due 07/15/14     2,791,912        10.1   
     Total U.S. Government Agency Obligations (Cost $19,476,960)     19,725,314        71.3   
     Total Long-Term Investments
(Cost $25,867,494)
    26,206,726        94.7   
         
  SHORT-TERM INVESTMENTS: 5.4%      
     U.S. Treasury Bills: 3.7%   
  1,000,000           United States Treasury Bill, 0.050%, 06/12/14 (Cost $999,606)     999,782        3.7   
Shares                Value     Percentage
of Net
Assets
 
  SHORT-TERM INVESTMENTS: (continued)     
     Repurchase Agreement: 1.7%   
  478,000           Deutsche Bank Repurchase Agreement dated 12/31/13, 0.020%, due 01/2/14, $478,001 to be received upon repurchase (Collateralized by $714,000, Federal National Mortgage Association, 0.000%, Market Value plus accrued interest $488,169 due 01/15/2024)”” (Cost $478,000)   $ 478,000       1.7   
     Total Short-Term Investments (Cost $1,477,606)     1,477,782       5.4   
        
     Total Investments in Securities (Cost $27,345,100)   $ 27,684,508       100.1   
     Liabilities in Excess of Other Assets     (25,168     (0.1
      

 

 

   

 

 

 
     Net Assets   $ 27,659,340       100.0   
      

 

 

   

 

 

 

 

Unless otherwise indicated, principal amount is shown in USD.
## The Federal Housing Finance Agency (“FHFA”) placed the Federal Home Loan Mortgage Corporation and Federal National Mortgage Association into conservatorship with FHFA as the conservator. As such, the FHFA oversees the continuing affairs of these companies.

 

STRIP Separate Trading of Registered Interest and Principal of Securities

 

^ Interest only securities represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. Principal amount shown represents the notional amount on which current interest is calculated. Payments of principal on the pool reduce the value of the interest only security.
Z Indicates Zero Coupon Bond; rate shown reflects current effective yield.

Cost for federal income tax purposes is the same as for financial statement purposes.

 

Net unrealized appreciation consists of:

  

Gross Unrealized Appreciation

   $ 339,408   

Gross Unrealized Depreciation

     —     
  

 

 

 

Net Unrealized Appreciation

   $ 339,408   
  

 

 

 
 

 

See Accompanying Notes to Financial Statements

 

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ING GET U.S. C ORE P ORTFOLIO
S ERIES  14
 

PORTFOLIO OF INVESTMENTS

AS OF D ECEMBER  31, 2013 ( CONTINUED )

 

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of December 31, 2013 in valuing the assets and liabilities:

 

      Quoted Prices
in Active Markets
for Identical Investments
(Level  1)
    

Significant
Other
Observable
Inputs

(Level 2)

    

Significant
Unobservable
Inputs

(Level 3)

    

Fair Value

at

31/12/2013

 

Asset Table

           

Investments, at fair value

           

Short-Term Investments

   $ —        $ 1,477,782      $ —        $ 1,477,782  

U.S. Treasury Obligations

     —          473,865        —          473,865  

U.S. Government Agency Obligations

     —          19,725,314        —          19,725,314  

Foreign Government Bonds

     —          6,007,547        —          6,007,547  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments, at fair value

   $ —        $ 27,684,508      $ —        $ 27,684,508  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

The following table is a summary of the repurchase agreements by counterparty which are subject to offset under a MRA as of December 31, 2013:

 

Counterparty    Repurchase
Agreement, at fair
value
     Fair Value of Non-Cash Collateral  Received
Including Accrued Interest (1)
    Net Amount  

Deutsche Bank

   $ 478,000       $ (478,000   $ —     

 

(1)   Collateral with a fair value of $488,169 has been pledged in connection with the above repurchase agreement. Excess collateral received from the individual counterparty is not shown for financial reporting purposes.

 

See Accompanying Notes to Financial Statements

 

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Table of Contents

TAX INFORMATION (U NAUDITED )

 

 

 

Dividends paid during the year ended December 31, 2013 were as follows:

 

Portfolio Name

  

Type

  

Per Share Amount

 

ING GET U.S. Core Portfolio - Series 14

   Net investment income    $ 0.2877   

Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Series. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the federal tax status of the dividends and distributions they received in the calendar year.

 

 

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Table of Contents

SHAREHOLDER MEETING INFORMATION (U NAUDITED )

 

 

 

A special meeting of shareholders of the ING Variable Insurance Trust Registrant was held April 22, 2013, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, AZ 85258.

Proposals:

 

3   To approve a new investment advisory agreement for the Portfolio with ING Investments prompted by the IPO, and to approve, under certain circumstances, any future advisory agreements prompted by Change of Control Events that occur as part of the Separation Plan.

 

4   To approve a new investment sub-advisory agreement between DSL or ING Investments, as applicable, and ING IM with respect to the certain Portfolios prompted by the IPO, and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control events that occur as part of the Separation Plan.

 

5   To elect 13 nominees to the Board.

 

8   To approve a modification to the current manager-of-managers policy to permit DSL or ING Investments, as applicable, subject to prior approval by the Board, to enter into and materially amend agreements with wholly owned sub-advisers without obtaining the approval of the Portfolio’s shareholders.

 

   

Proposal

   

Shares voted for

   

Shares voted
against or
withheld

   

Shares
abstained

   

Broker
non-vote

   

Total shares voted

 

ING GET U.S. Core Portfolio – Series14

    3     2,395,946.000        736,459.000        263,849.000        0.000        3,396,254.000   
    4     2,457,353.000        832,957.000        105,944.000        0.000        3,396,254.000   
    8     2,379,297.334        851,879.333        165,077.333        0.000        3,396,254.000   

 

*   Proposals Passed

ING Variable Insurance Trust

 

   

Proposal

   

For All

   

Withhold All

   

For all Except

   

Broker
non-vote

   

Total shares voted

 

Colleen D. Baldwin

    5     6,170,025.000        942,678.000        0.000        0.000        7,112,703.000   

John V. Boyer

    5     6,170,212.000        942,491.000        0.000        0.000        7,112,703.000   

Patricia W. Chadwick

    5     6,308,549.000        804,154.000        0.000        0.000        7,112,703.000   

Albert E. DePrince, Jr.

    5     6,308,736.000        803,967.000        0.000        0.000        7,112,703.000   

Peter S. Drotch

    5     6,308,736.000        803,967.000        0.000        0.000        7,112,703.000   

J. Michael Earley

    5     6,308,736.000        803,967.000        0.000        0.000        7,112,703.000   

Martin J. Gavin**

    5     6,308,549.000        804,154.000        0.000        0.000        7,112,703.000   

Russell H. Jones

    5     6,308,736.000        803,967.000        0.000        0.000        7,112,703.000   

Patrick W. Kenny

    5     6,308,549.000        804,154.000        0.000        0.000        7,112,703.000   

Shaun P. Mathews

    5     6,308,736.000        803,967.000        0.000        0.000        7,112,703.000   

Joseph E. Obermeyer

    5     6,308,549.000        804,154.000        0.000        0.000        7,112,703.000   

Sheryl K. Pressler

    5     6,165,804.000        946,899.000        0.000        0.000        7,112,703.000   

Roger B. Vincent

    5     6,308,549.000        804,154.000        0.000        0.000        7,112,703.000   

 

*   Proposal Passed
**   Effective close of business September 12, 2013, Mr. Gavin resigned as Trustee.

 

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TRUSTEE AND OFFICER INFORMATION (U NAUDITED )

 

 

 

The business and affairs of the Trust are managed under the direction of the Trust’s Board. A Trustee, who is not an interested person of the Trust, as defined in the 1940 Act, is an independent trustee (“Independent Trustee”). The Trustees and Officers of the Trust are listed below. The Statement of Additional Information includes additional information about trustees of the Trust and is available, without charge, upon request at (800) 992-0180.

 

Name, Address and Age

 

Position(s)
held with

the Trust

 

Term of Office

and Length of

Time Served (1)

 

Principal Occupation(s) –

during the Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee (2)

 

Other Board Positions

held by Trustee

Independent Trustees:

         

Colleen D. Baldwin

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 53

  Trustee   November 2007 - Present   President, Glantuam Partners, LLC, a business consulting firm (January 2009 - Present).   171   None.

John V. Boyer

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 60

  Chairperson/Trustee   January 2005 - Present   President and Chief Executive Officer, Bechtler Arts Foundation, an arts and education foundation (January 2008 - Present).   171   None.

Patricia W. Chadwick

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 65

  Trustee   January 2006 - Present   Consultant and President, Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy (January 2000 - Present).   171   Wisconsin Energy Corporation (June 2006 - Present) and The Royce Fund, (35 funds) (December 2009 - Present).

Albert E. DePrince, Jr.

7337 E. Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age:72

  Trustee   May 2013 - Present   Professor of Economics and Finance, Middle Tennessee State University (August 1991 - Present).   171   None.

Peter S. Drotch

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 72

  Trustee   November 2007 - Present   Retired.   171   First Marblehead Corporation (September 2003 - Present).

J. Michael Earley

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 68

  Trustee   February 2002 - Present   Retired.   171   None.

Russell H. Jones

7337 E. Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 69

  Trustee   May 2013 - Present   Retired.   171  

None.

Patrick W. Kenny

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 71

  Trustee   January 2005 - Present   Retired. Formerly, President and Chief Executive Officer, International Insurance Society (June 2001 - June 2009).   171   Assured Guaranty Ltd. (April 2004 - Present).

Joseph E. Obermeyer

7337 E. Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 56

  Trustee   May 2013 - Present   President, Obermeyer & Associates, Inc., a provider of financial and economic consulting services (November 1999 - Present).   171   None.

Sheryl K. Pressler

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 63

  Trustee   January 2006 - Present   Consultant (May 2001 -Present).   171   None.

Roger B. Vincent

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 68

  Trustee   February 2002 - Present   Retired. Formerly, President, Springwell Corporation, a corporate finance firm (March 1989 - August 2011).   171   UGI Corporation (February 2006 - Present) and UGI Utilities, Inc. (February 2006 - Present).

 

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TRUSTEE AND OFFICER INFORMATION (U NAUDITED ) ( CONTINUED )

 

 

 

Name, Address and Age

 

Position(s)
held with

the Trust

 

Term of Office

and Length of

Time Served (1)

 

Principal Occupation(s) –

during the Past 5 Years

 

Number of
Portfolios
in Fund
Complex
Overseen
by Trustee (2)

 

Other Board Positions

held by Trustee

Trustee who is an “Interested Person”:

Shaun P. Mathews (3)

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 58

  Trustee   November 2007 - Present   President and Chief Executive Officer, ING Investments, LLC (November 2006 - Present).   171   ING Capital Corporation, LLC (December 2005 - Present) and ING Investments Distributor, LLC (December 2005 - Present; ING Funds Services, LLC, ING Investments LLC and ING Investment Management, LLC (March 2006 - Present); and ING Investment Trust Co. (April 2009 - Present).

 

(1)   Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee (“Independent Trustee”) is subject to the Board’s retirement policy, which states that each duly elected or appointed Independent Trustee who shall retire from and cease to be a member of the Board of Trustees as of the close of business on December 31 of the calendar year in which the Independent Trustee attains the age of 73. A majority vote of the Board’s other Independent Trustees may extend the retirement date of an Independent Trustee if the retirement would trigger a requirement to hold a meeting of shareholders of the Trust under applicable law, whether for purposes of appointing a successor to the Trustee or otherwise comply with applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer required (as determined by a vote of a majority of the other Independent Trustees).
(2)     For the purpose of this table “ING Fund Complex” means the following investment companies: ING Asia Pacific High Dividend Equity Income Fund; ING Balanced Portfolio, Inc.; ING Emerging Markets High Dividend Equity Fund; ING Emerging Markets Local Bond Fund; ING Equity Trust; ING Funds Trust; ING Global Advantage and Premium Opportunity Fund; ING Global Equity Dividend and Premium Opportunity Fund; ING Global Strategic Income Fund; ING Infrastructure, Industrials and Materials Fund; ING Intermediate Bond Portfolio; ING International High Dividend Equity Income Fund; ING Investors Trust; ING Money Market Portfolio; ING Mutual Funds; ING Partners, Inc.; ING Prime Rate Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING Separate Portfolios Trust; ING Series Fund, Inc.; ING Short Duration High Income Fund; ING Strategic Allocation Portfolios, Inc.; ING Variable Funds; ING Variable Insurance Trust; ING Variable Portfolios, Inc.; and ING Variable Products Trust. The number of funds in the ING Fund Complex is as of January 31, 2014.
(3)     “Interested person,” as defined in the 1940 Act, by virtue of this Trustee’s current affiliation with any of the Funds, ING or any of ING’s affiliates.

 

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TRUSTEE AND OFFICER INFORMATION (U NAUDITED ) ( CONTINUED )

 

 

 

Name, Address and Age

  

Position(s) Held
with the Trust

  

Term of Office

and Length of

Time Served (1)

  

Principal Occupation(s) –

during the Past 5 Years

Shaun P. Mathews

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 58

   President and Chief Executive
Officer
   November 2006 - Present    President and Chief Executive Officer, ING Investments, LLC (November 2006 - Present).

Michael J. Roland

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 55

   Executive Vice President    February 2002 - Present    Managing Director and Chief Operating Officer, ING Investments, LLC and ING Funds Services, LLC (April 2012 - Present). Formerly, Chief Compliance Officer, Directed Services LLC and ING Investments, LLC (March 2011 - December 2013); Executive Vice President and Chief Operating Officer, ING Investments, LLC and ING Funds Services, LLC (January 2007 - April 2012) and Chief Compliance Officer, ING Funds (March 2011 - February 2012).

Stanley D. Vyner

230 Park Avenue

New York, New York 10169

Age: 63

   Executive Vice President

Chief Investment Risk Officer

  

October 2000 - Present

September 2009 - Present

   Executive Vice President, ING Investments, LLC (July 2000 - Present) and Chief Investment Risk Officer, ING Investments, LLC (January 2003 - Present).

Kevin M. Gleason

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 47

   Chief Compliance Officer    February 2012 - Present    Senior Vice President, ING Investments, LLC (February 2012- Present). Formerly, Assistant General Counsel and Assistant Secretary, The Northwestern Mutual Life Insurance Company (June 2004 - January 2012).

Todd Modic

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 46

   Senior Vice President,
Chief/Principal Financial
Officer and Assistant
Secretary
   March 2005 - Present    Senior Vice President, ING Funds Services, LLC (March 2005 - Present).

Kimberly A. Anderson

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 49

   Senior Vice President    November 2003 - Present    Senior Vice President, ING Investments, LLC (October 2003 - Present).

Robert Terris

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 43

   Senior Vice President    May 2006 - Present    Senior Vice President, Head of Division Operations, ING Funds Services, LLC (January 2006 - Present).

Julius A. Drelick, III

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 47

   Senior Vice President    July 2012 - Present    Senior Vice President - Fund Compliance, ING Funds Services, LLC (June 2012 - Present). Chief Compliance Officer of Directed Services LLC, and ING Investments LLC (January 2014 - Present). Formerly, Vice President - Platform Product Management & Project Management, ING Investments, LLC (April 2007 - June 2012).

Fred Bedoya

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 41

   Vice President and Treasurer    September 2012 - Present    Vice President, ING Funds Services, LLC (March 2012 - Present). Formerly, Assistant Vice President - Director, ING Funds Services, LLC (March 2003 - March 2012).

Robyn L. Ichilov

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 46

   Vice President    October 2000 - Present    Vice President, ING Funds Services, LLC (November 1995 - Present) and ING Investments, LLC (August 1997 - Present). Formerly, Treasurer, ING Funds (November 1999 - February 2012).

Maria M. Anderson

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 55

   Vice President    September 2004 - Present    Vice President, ING Funds Services, LLC (September 2004 - Present).

 

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TRUSTEE AND OFFICER INFORMATION (U NAUDITED ) ( CONTINUED )

 

 

 

Name, Address and Age

  

Position(s) Held
with the Trust

  

Term of Office

and Length of

Time Served (1)

  

Principal Occupation(s) –

during the Past 5 Years

Lauren D. Bensinger

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 60

   Vice President    February 2003 - Present    Vice President, ING Investments, LLC and ING Funds Services, LLC (February 1996 - Present); Director of Compliance, ING Investments, LLC (October 2004 - Present); and Vice President and Money Laundering Reporting Officer, ING Investments Distributor, LLC ( April 2010 - Present). Formerly, Chief Compliance Officer, ING Investments Distributor, LLC (August 1995 - April 2010).

Jason Kadavy

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 37

   Vice President    September 2012 - Present    Vice President, ING Funds Services, LLC (July 2007 - Present).

Kimberly K. Springer

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 56

   Vice President    March 2006 - Present    Vice President - Platform Product Management & Project Management, ING Investments, LLC (July 2012 - Present); Vice President, ING Investment Management - ING Funds (March 2010 - Present) and Vice President, ING Funds Services, LLC (March 2006 - Present). Formerly Managing Paralegal, Registration Statements (June 2003 - July 2012).

Craig Wheeler

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 44

   Assistant Vice President    May 2008 - Present    Vice President - Director of Tax, ING Funds Services, LLC (March 2013 - Present). Formerly, Assistant Vice President - Director of Tax, ING Funds Services, LLC (March 2008 - March 2013).

Huey P. Falgout, Jr.

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 50

   Secretary    August 2003 - Present    Senior Vice President and Chief Counsel, ING Investment Management - ING Funds (March 2010 - Present). Formerly, Chief Counsel, ING Americas, U.S. Legal Services (October 2003 - March 2010).

Theresa K. Kelety

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 51

   Assistant Secretary    August 2003 - Present    Vice President and Senior Counsel, ING Investment Management - ING Funds (March 2010 - Present). Formerly, Senior Counsel, ING Americas, U.S. Legal Services (April 2008 - March 2010).

Paul A. Caldarelli

7337 East Doubletree Ranch Rd.

Suite 100

Scottsdale, Arizona 85258

Age: 62

   Assistant Secretary    June 2010 - Present    Vice President and Senior Counsel, ING Investment Management - ING Funds (March 2010 - Present). Formerly, Senior Counsel, ING Americas, U.S. Legal Services (April 2008 - March 2010).

 

(1)   The Officers hold office until the next annual meeting of the Board of Trustees and until their successors shall have been elected and qualified.

 

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ADDITIONAL INFORMATION (U NAUDITED )

 

 

 

In 2014, ING U.S., Inc. will change its name to Voya Financial, Inc. Effective May 1, 2014, ING Investments, LLC, the Investment Adviser to the Series, will be renamed Voya Investments, LLC. ING Investment Management Co. LLC, Sub-Adviser to the Series, will be renamed Voya Investment Management Co. LLC. ING Investments Distributor, LLC, the Distributor for the Series, will be renamed Voya Investments Distributor, LLC. ING Funds Services, LLC, the Administrator for the Series, will be renamed Voya Funds Services, LLC. The Series as well as the Registrant that the Series is organized under will also be renamed.

The new Registrant and Series name will be as follows:

 

Current Registrant Name /

Current Series Name

  

New Registrant Name /

New Series Name, effective May 1, 2014

   

ING Variable Insurance Trust

  

Voya Variable Insurance Trust

   

ING GET U.S. Core Portfolio - Series 14

  

Voya GET U.S. Core Portfolio - Series 14

 

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Investment Adviser

ING Investments, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

Administrator

ING Funds Services, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

Distributor

ING Investments Distributor, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

Transfer Agent

BNY Mellon Investment Servicing (U.S.) Inc.

301 Bellevue Parkway

Wilmington, Delaware 19809

Independent Registered Public Accounting Firm

KPMG LLP

Two Financial Center

60 South Street

Boston, Massachusetts 02111

Custodian

The Bank of New York Mellon

One Wall Street

New York, New York 10286

Legal Counsel

Dechert LLP

1900 K Street, N.W.

Washington, D.C. 20006

 

Before investing, carefully consider the investment objectives, risks, charges and expenses of the variable universal life insurance policy or variable annuity contract and the underlying variable investment options. This and other information is contained in the prospectus for the variable universal life policy or variable annuity contract and the underlying variable investment options. Obtain these prospectuses from your agent/ registered representative and read them carefully before investing.

 

LOGO    VPAR-UGCORE      (1213-021714)

 

 


Table of Contents
Item 2. Code of Ethics.

As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer. There were no amendments to the Code during the period covered by the report. The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report. The code of ethics is filed herewith pursuant to Item 10(a)(1), Exhibit 99.CODE ETH.

 

Item 3. Audit Committee Financial Expert.

The Board of Trustees has determined that J. Michael Earley, Peter Drotch and Colleen Baldwin are audit committee financial experts, as defined in Item 3 of Form N-CSR. Mr. Earley, Mr. Drotch and Ms. Baldwin are “independent” for purposes of Item 3 of
Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees : The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP (“KPMG”), the principal accountant for the audit of the registrant’s annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $20,500 for year ended December 31, 2013 and $75,600 for year ended December 31, 2012.

 

(b) Audit-Related Fees : The aggregate fees billed in each of the last two fiscal years for assurance and related services by KPMG that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $2,400 for year ended December 31, 2013 and $14,400 for year ended December 31, 2012.

 

(c) Tax Fees : The aggregate fees billed in each of the last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were $4,139 in the year ended December 31, 2013 and $15,200 in the year ended December 31, 2012. Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state and excise tax returns, tax services related to mergers and routine consulting.

 

(d) All Other Fees : The aggregate fees billed in each of the last two fiscal years for products and services provided by KPMG, other than the services reported in paragraphs (a) through (c) of this Item.

  None

 

(e)(1)   Audit Committee Pre-Approval Policies and Procedures


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AUDIT AND NON-AUDIT SERVICES

PRE-APPROVAL POLICY

 

I. Statement of Principles

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the ING Funds (each a “Fund,” collectively, the “Funds”) set out on Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”) is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.

Under Securities and Exchange Commission (“SEC”) rules promulgated in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit services. The Committee may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’ independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s specific pre-approval.

For both types of approval, the Committee considers whether the subject services are consistent with the SEC’s rules on auditor independence and that such services are compatible with maintaining the auditors independence. The Committee also considers whether a particular audit firm is in the best position to provide effective and efficient services to the Funds. Reasons that the auditors are in the best position include the auditors’ familiarity with the Funds’ business, personnel, culture, accounting systems, risk profile, and other factors, and whether the services will enhance the Funds’ ability to manage and control risk or improve audit quality. Such factors will be considered as a whole, with no one factor being determinative.

The appendices attached to this Policy describe the audit, audit-related, tax-related, and other services that have the Committee’s general pre-approval. For any service that has been approved through general pre-approval, the general pre-approval will remain in place for a period 12 months from the date of pre-approval, unless the Committee determines that a different period is appropriate. The Committee will annually review and pre-approve the services that may be provided by the independent auditors without specific pre-approval. The Committee will revise the list of services subject to general pre-approval as appropriate. This Policy does not serve as a delegation to Fund management of the Committee’s duty to pre-approve services performed by the Funds’ independent auditors.


Table of Contents
II. Audit Services

The annual audit services engagement terms and fees are subject to the Committee’s specific pre-approval. Audit services are those services that are normally provided by auditors in connection with statutory and regulatory filings or engagements or those that generally only independent auditors can reasonably provide. They include the Funds’ annual financial statement audit and procedures that the independent auditors must perform in order to form an opinion on the Funds’ financial statements ( e.g. , information systems and procedural reviews and testing). The Committee will monitor the audit services engagement and approve any changes in terms, conditions or fees deemed by the Committee to be necessary or appropriate.

The Committee may grant general pre-approval to other audit services, such as statutory audits and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or issued in connection with securities offerings.

The Committee has pre-approved the audit services listed on Appendix A. The Committee must specifically approve all audit services not listed on Appendix A.

 

III. Audit-related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or the review of the Funds’ financial statements or are traditionally performed by the independent auditors. The Committee believes that the provision of audit-related services will not impair the independent auditors’ independence, and therefore may grant pre-approval to audit-related services. Audit-related services include accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements under Form N-SAR or Form N-CSR.

The Committee has pre-approved the audit-related services listed on Appendix B. The Committee must specifically approve all audit-related services not listed on Appendix B.

 

IV. Tax Services

The Committee believes the independent auditors can provide tax services to the Funds, including tax compliance, tax planning, and tax advice, without compromising the auditors’ independence. Therefore, the Committee may grant general pre-approval with respect to tax services historically provided by the Funds’ independent auditors that do not, in the Committee’s view, impair auditor independence and that are consistent with the SEC’s rules on auditor independence.

The Committee will not grant pre-approval if the independent auditors initially recommends a transaction the sole business purpose of which is tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Committee may consult

 

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outside counsel to determine that tax planning and reporting positions are consistent with this Policy.

The Committee has pre-approved the tax-related services listed on Appendix C. The Committee must specifically approve all tax-related services not listed on Appendix C.

 

V. Other Services

The Committee believes it may grant approval of non-audit services that are permissible services for independent auditors to a Fund. The Committee has determined to grant general pre-approval to other services that it believes are routine and recurring, do not impair auditor independence, and are consistent with SEC rules on auditor independence.

The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must specifically approve all non-audit services not listed on Appendix D.

A list of the SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these impermissible services and the applicability of exceptions to certain of the SEC’s prohibitions.

 

VI. Pre-approval of Fee levels and Budgeted Amounts

The Committee will annually establish pre-approval fee levels or budgeted amounts for audit, audit-related, tax and non-audit services to be provided to the Funds by the independent auditors. Any proposed services exceeding these levels or amounts require the Committee’s specific pre-approval. The Committee considers fees for audit and non-audit services when deciding whether to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the appropriate ratio between the total amount of fees for the Fund’s audit, audit-related, and tax services (including fees for services provided to Fund affiliates that are subject to pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund classified as other services (including any such services provided to Fund affiliates that are subject to pre-approval).

 

VII. Procedures

Requests or applications for services to be provided by the independent auditors will be submitted to management. If management determines that the services do not fall within those services generally pre-approved by the Committee and set out in the appendices to these procedures, management will submit the services to the Committee or its delagee. Any such submission will include a detailed description of the services to be rendered. Notwithstanding this paragraph, the Committee will, on a quarterly basis, receive from the independent auditors a list of services provided for the previous calendar quarter on a cumulative basis by the auditors during the Pre-Approval Period.

 

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VIII.   Delegation

The Committee may delegate pre-approval authority to one or more of the Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions, including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee or at the option of the member.

 

IX. Additional Requirements

The Committee will take any measures the Committee deems necessary or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring independence.

Effective April 23, 2008, the KPMG LLP (“KPMG”) audit team for the ING Funds accepted the global responsibility for monitoring the auditor independence for KPMG relative to the ING Funds. Using a proprietary system called Sentinel, the audit team is able to identify and manage potential conflicts of interest across the member firms of the KPMG International Network and prevent the provision of prohibited services to the ING entities that would impair KPMG independence with the respect to the ING Funds. In addition to receiving pre-approval from the ING Funds Audit Committee for services provided to the ING Funds and for services for ING entities in the Investment Company Complex, the audit team has developed a process for periodic notification via email to the ING Funds’ Audit Committee Chairpersons regarding requests to provide services to ING Groep NV and its affiliates from KPMG offices worldwide. Additionally, KPMG provides a quarterly summary of the fees for services that have commenced for ING Groep NV and Affiliates at each Audit Committee Meeting.

 

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Last Approved: November 21, 2013

 

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Appendix A

Pre-Approved Audit Services for the Pre-Approval Period October 1, 2013 through December 31, 2014

 

Service              
       The Fund(s)        Fee Range
Statutory audits or financial audits (including tax services associated with audit services)    ü   

As presented to Audit Committee 1

 

Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings ( e.g ., consents), and assistance in responding to SEC comment letters.

 

   ü    Not to exceed $9,750 per filing

Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies.

 

   ü   

Not to exceed $8,000 during the Pre-Approval Period

 

Seed capital audit and related review and issuance of consent on the N-2 registration statement    ü   

Not to exceed $13,750 per audit

 

Audit of summary portfolio of investments    ü   

Not to exceed $525 per fund

 

 

 

1  

For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

 

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Appendix B

Pre-Approved Audit-Related Services for the Pre-Approval Period October 1, 2013through December 31, 2014

 

Service                     
       The Fund(s)        Fund Affiliates        Fee Range

Services related to Fund mergers (Excludes tax services - See Appendix C for

tax services associated with Fund mergers)

   ü    ü   

Not to exceed $10,000 per merger

 

Consultations by Fund management with respect to accounting or disclosure

treatment of transactions or events and/or the actual or potential effect of final

or proposed rules, standards or interpretations by the SEC, Financial

Accounting Standards Board, or other regulatory or standard setting bodies.

[ Note: Under SEC rules some consultations may be “audit” services and

others may be “audit-related” services.]

 

   ü        

Not to exceed $5,000 per occurrence during the Pre-Approval Period

 

Review of the Funds’ semi-annual and quarterly financial statements

   ü        

Not to exceed $2,525 per set of financial statements per fund

 

Reports to regulatory or government agencies related to the annual engagement

   ü        

Up to $5,000 per occurrence during the Pre-Approval Period

 

Regulatory compliance assistance

   ü    ü   

Not to exceed $5,000 per quarter

 

Training courses

        ü   

Not to exceed $5,000 per course

 

For Prime Rate Trust, agreed upon procedures for quarterly reports to rating

agencies

   ü        

Not to exceed $9,450 per quarter

 

 

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Appendix C

Pre-Approved Tax Services for the Pre-Approval Period October 1, 2013 through December 31, 2014

 

Service                   
          The Fund(s)       

Fund

    Affiliates    

  Fee Range

Preparation of federal and state income tax returns and federal excise tax returns for the Funds including assistance and review with excise tax distributions

 

  ü       

As presented to Audit

Committee 2

 

Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis

 

  ü       

As presented to Audit Committee 2

 

Assistance and advice regarding year-end reporting for 1099’s   ü       

As presented to Audit Committee 2

 

Tax assistance and advice regarding statutory, regulatory or administrative

developments

  ü    ü  

Not to exceed $5,000 for the Funds or for the Funds’

investment

adviser during

the Pre-Approval Period

 

 

 

2  

For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

 

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Appendix C, continued

 

Service                     
       The Fund(s)        Fund
    Affiliates    
   Fee Range

Tax training courses

      ü   

Not to exceed $5,000 per course during the Pre-Approval Period

 

Tax services associated with Fund mergers

   ü    ü   

Not to exceed $4,000 per fund per merger during the Pre-Approval Period

 

Other tax-related assistance and consultation, including, without limitation,

assistance in evaluating derivative financial instruments and international tax

issues, qualification and distribution issues, and similar routine tax

consultations.

   ü        

Not to exceed $120,000 during the Pre-Approval Period

 

 

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Appendix D

Pre-Approved Other Services for the Pre-Approval Period October 1, 2013 through December 31, 2014

 

Service                    
       The Fund(s)           Fund Affiliates        Fee Range

Agreed-upon procedures for Class B share 12b-1 programs

     ü   

Not to exceed $60,000 during the Pre-Approval Period

 

Security counts performed pursuant to Rule 17f-2 of the 1940 Act ( i.e ., counts

for Funds holding securities with affiliated sub-custodians)

 

Cost to be borne 50% by the Funds and 50% by ING Investments, LLC.

   ü   ü   

Not to exceed $5,300 per Fund during the Pre-Approval Period

 

Agreed upon procedures for 15 (c) FACT Books

   ü       

Not to exceed $50,000 during the Pre-Approval Period

 

 

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Appendix E

Prohibited Non-Audit Services

Dated:        October 1, 2013 to December 31, 2014

 

   

Bookkeeping or other services related to the accounting records or financial statements of the Funds

 

   

Financial information systems design and implementation

 

   

Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

   

Actuarial services

 

   

Internal audit outsourcing services

 

   

Management functions

 

   

Human resources

 

   

Broker-dealer, investment adviser, or investment banking services

 

   

Legal services

 

   

Expert services unrelated to the audit

 

   

Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible

 

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EXHIBIT A

ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

ING BALANCED PORTFOLIO, INC.

ING EMERGING MARKETS LOCAL BOND FUND

ING EMERING MARKETS HIGH DIVIDEND EQUITY FUND

ING EQUITY TRUST

ING FUNDS TRUST

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING GLOBAL STRATEGIC INCOME FUND

ING INFRASTRUCTURE, INDUSTRIALS, AND MATERIALS FUND

ING INTERMEDIATE BOND PORTFOLIO

ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND

ING INVESTORS TRUST

ING MONEY MARKET PORTFOLIO

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING RISK MANAGED NATURAL RESOURCES FUNDING INVESTORS TRUST

ING SENIOR INCOME FUND

ING SEPARATE PORTFOLIOS TRUST

ING SERIES FUND, INC.

ING SHORT DURATION HIGH INCOME FUND

ING STRATEGIC ALLOCATIONS PORTFOLIOS, INC.

ING VARIABLE FUNDS

ING VARIABLE INSURANCE TRUST

ING VARIABLE PORTFOLIOS INC,

ING VARIABLE PRODUCTS TRUST


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(e) (2)   Percentage of services referred to in 4(b) — (4)(d) that were approved by the audit committee 

100% of the services were approved by the audit committee.

 

(f)   Percentage of hours expended attributable to work performed by other than full time employees of KPMG if greater than 50%.

Not applicable.

 

(g) Non-Audit Fees:  The non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant were $1,135,567 for year ended December 31, 2013 and $2,085,015 for year ended December 31, 2012.

 

(h) Principal Accountants Independence:  The Registrant’s Audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining KPMG’s independence.


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Item 5. Audit Committee of Listed Registrants.

Not applicable.


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Item 6. Schedule of Investments

Schedule is included as part of the report to shareholders filed under Item 1 of this Form, if applicable.


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Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

The Board has a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Committee currently consists of all Independent Trustees of the Board (6 individuals). The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider and present to the Board the candidates it proposes for nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.

The Nominating Committee is willing to consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder nominee for director should be submitted in writing to the Fund’s Secretary. Any such shareholder nomination should include at a minimum the following information as to each individual proposed for nomination as trustee: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of trustees, or is otherwise required, in each case under applicable federal securities laws, rules and regulations.

The Secretary shall submit all nominations received in a timely manner to the Nominating Committee. To be timely, any such submission must be delivered to the Fund’s Secretary not earlier than the 90 th day prior to such meeting and not later than the close of business on the later of the 60 th day prior to such meeting or the 10 th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the Securities and Exchange Commission.

 

Item 11. Controls and Procedures.

 

(a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

 

(b) There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

(a)(1) Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.


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(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.

 

(b) The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT.

 

     (3) Not applicable.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant): ING Variable Insurance Trust
By   /s/ Shaun P. Mathews
  Shaun P. Mathews
  President and Chief Executive Officer
Date:  

March 6, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By   /s/ Shaun P. Mathews
  Shaun P. Mathews
  President and Chief Executive Officer
Date:  

March 6, 2014

 

By   /s/ Todd Modic
  Todd Modic
  Senior Vice President and Chief Financial Officer
Date:  

March 6, 2014

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