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UNITED STATES
SECURITIES AND CHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21553
ING Global Equity Dividend and Premium Opportunity Fund
(Exact name of registrant as specified in charter)
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7337 E. Doubletree Ranch Rd., Scottsdale, AZ
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85258 |
(Address of principal executive offices)
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(Zip code) |
The Corporation Trust Company, 1209 Orange
Street, Wilmington, DE 19801
(Name and address of agent for service)
Registrants telephone number, including area code: 1-800-992-0180
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Date of fiscal year end:
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February 28 |
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Date of reporting period:
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February 28, 2010 |
Annual Report
February 28,
2010
ING Global Equity Dividend and
Premium Opportunity Fund
E-Delivery
Sign-up details inside
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.
FUNDS
TABLE
OF CONTENTS
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E-Delivery!
Sign up now for on-line
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costs.
Just go to www.ingfunds.com, click
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quick 5 Steps to Enroll.
You will be notified by
e-mail when
these communications become available on the internet. Documents
that are not available on the internet will continue to be sent
by mail.
PROXY VOTING
INFORMATION
A description of the policies and procedures that the Fund 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.ingfunds.com; and
(3) on the SECs website at www.sec.gov. Information
regarding how the Fund 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.ingfunds.com and on the SECs
website at www.sec.gov.
QUARTERLY
PORTFOLIO HOLDINGS
The Fund 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 Funds
Forms N-Q
are available on the SECs website at www.sec.gov. The
Funds
Forms N-Q
may be reviewed and copied at the SECs Public Reference
Room in Washington, DC, and information on the operation of
the Public Reference Room may be obtained by calling
(800) SEC-0330;
and is available upon request from the Fund by calling
Shareholder Services toll-free at
(800) 992-0180.
PRESIDENTS
LETTER
Dear Shareholder,
ING Global Equity Dividend and Premium Opportunity Fund (the
Fund) is a non-diversified, closed-end management
investment company whose shares are traded on the New York Stock
Exchange under the symbol IGD. The primary objective
of the Fund is to provide a high level of income, with a
secondary objective of capital appreciation.
The Fund seeks to achieve its objectives by investing in a
portfolio of global common stocks that have a history of
attractive dividend yields and employing an option strategy of
writing call options on a portion of the equity portfolio. The
Fund buys out of the money put options on selected indices to
partially protect portfolio value from significant market
declines and also partially hedges currency exposure to reduce
volatility of total return.
For the fiscal year ended February 28, 2010, the Fund made
monthly total distributions of $1.78 per share, including a
return of capital of $1.48 per share and net investment income
of $0.30 per share. During the fiscal year, the Fund reduced its
monthly distribution from $0.156 to $0.125 per month, commencing
with the distribution paid on December 15, 2009.
Based on net asset value (NAV), the Fund provided a
total return of 38.12% for the fiscal year ended
February 28,
2010.(1)
This NAV return reflects an increase in its NAV from $9.81 on
February 28, 2009 to $11.58 on February 28, 2010.
Based on its share price, the Fund provided a total return of
78.96% for the fiscal year ended February 28,
2010.(2)
This share price return reflects an increase in its share price
from $8.14 on February 28, 2009 to $12.45 on
February 28, 2010.
The global equity markets have witnessed a challenging and
turbulent period. Please read the Market Perspective and
Portfolio Managers Report for more information on the
market and the Funds performance.
At ING Funds our mission is to set the standard in helping our
clients manage their financial future. We seek to assist you and
your financial advisor by offering a range of global investment
solutions. We invite you to visit our website at
www.ingfunds.com. Here you will find information on our products
and services, including current market data and fund statistics
on our open- and closed-end funds. You will see that we offer a
broad variety of equity, fixed income and multi-asset funds that
aim to fulfill a variety of investor needs.
We thank you for trusting ING Funds with your investment assets,
and we look forward to serving you in the months and years ahead.
Sincerely,
Shaun P. Mathews
President & Chief Executive Officer
ING Funds
April 9, 2010
The views expressed in the Presidents 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 disclaim 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
does pose special risks including currency fluctuation, economic
and political risks not found in investments that are solely
domestic.
For more complete information, or to obtain a prospectus for
any ING Fund, please call your Investment Professional or the
Funds Shareholder Service Department at
(800) 992-0180
or log on to www.ingfunds.com. The prospectus should be read
carefully before investing. Consider the funds investment
objectives, risks, charges and expenses carefully before
investing. The prospectus contains this information and other
information about the fund. Check with your Investment
Professional to determine which funds are available for sale
within their firm. Not all funds are available for sale at all
firms.
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(1)
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Total investment return at net asset value has been calculated
assuming a purchase at net asset value at the beginning of each
period and a sale at net asset value at the end of each period
and assumes reinvestment of dividends, capital gain
distributions, and return of capital distributions/allocations,
if any, in accordance with the provisions of the Funds
dividend reinvestment plan.
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(2)
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Total investment return at market value measures the change in
the market value of your investment assuming reinvestment of
dividends, capital gain distributions, and return of capital
distributions/allocations, if any, in accordance with the
provisions of the Funds dividend reinvestment plan.
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1
Market
Perspective: Year
Ended February 28, 2010
In our semi-annual report, we described how global equities in
the form of the MSCI World
IndexSM(1)
measured in local currencies, including net reinvested dividends
(MSCI for regions discussed below), staged a
dramatic recovery beginning on March 9, from a 22% deficit for
the calendar year to date. Smaller gains were made in the second
half of the fiscal year, and for the whole fiscal year the index
rose 46.06%. (The MSCI World
IndexSM(1)
returned 54.30% for the entire fiscal year, measured in U.S.
dollars.) In currencies, the U.S. dollar, on a trade weighted
basis, touched a
15-month low
in late November but rebounded somewhat against European
currencies. For the fiscal year, the U.S. dollar lost 6.9% to
the euro, 9.0% against the yen, and 6.4% against the pound.
Gradually, the seeds of recovery from global recession started
to bear fruit as opposed to just the green shoots on
which the prices of risky assets had improbably surged since
March. The financial crisis that caused the recession led
governments to intervene massively to recapitalize companies
considered systemically important, or at least make practically
unlimited amounts of liquidity available to them at low cost.
These were mainly banks and other financial institutions, but in
the U.S. also included major auto makers. Some financial giants
once thought impregnable now sit meekly under government
control. Interest rates have been reduced to record low levels
to encourage these institutions to lend and generally to support
demand. Bank lending has continued to stagnate however (except
in China, where banks tend to follow government directions).
Cash-for-Clunkers
programs were successfully introduced in a number of countries,
under which governments subsidized the trade-in of old vehicles
for newer models. In the U.S. the government offered an $8,000
tax credit to first-time home buyers and extended jobless
benefits. In Europe, to reduce the number of workers being laid
off, corporations were subsidized to keep them on part time. The
U.K. reduced value added tax (VAT).
Government budget deficits have soared to
modern-day
records: in the U.S. alone $1.42 trillion for the fiscal year
ending September 2009. To keep interest rates down the Federal
Reserve Board and the Bank of England have been buying U.S.
Treasury bonds in a strategy known as quantitative easing.
What will happen when large-scale government intervention ends,
is probably the greatest concern for investors. But Chinas
rate of gross domestic product (GDP) growth is now
back above 10% and some key areas of the economy are clearly
looking better.
House prices have started to rise again. The
Standard & Poors
(S&P)/Case-Shiller National U.S. Home Price
Index(2)
of house prices in 20 cities was reported in February to have
risen for seven consecutive months and was only down 3.1% from a
year earlier. Sales of existing homes reached the highest levels
since February 2007 but then fell in December and January,
perhaps distorted by tax credit effects.
On the employment front, improvement has so far been too slow to
sustain a vigorous recovery. Jobs were still being lost as our
fiscal year ended, although the trend is falling. The
unemployment rate was reported at 9.7% in February, having
peaked at 10.2%. Wage growth remains weak and the participation
rate (percentage of the population in the labor force) fell to
64.6%, the lowest level since August 1985, before edging up in
January.
At least the economy has started to expand again after four
quarterly declines. In the third quarter of 2009, GDP in the
U.S. rose by 2.2% at an annual rate and in the fourth quarter
5.90%, largely due to inventory rebuilding. U.S. equities,
represented by the S&P
500®
Composite Stock Price (S&P
500®)
Index(3)
including dividends returned 53.62% in the fiscal year, five
sixths of it in the first half. The rally was led by the
financials sector which almost doubled in value. The index
suffered its first monthly fall since February 2009 in October,
when a rather flat personal incomes report issued on the last
day of the month drove the market down by over 2%. A more
serious setback took place in January, when, after a bright
start, concerns over the employment situation, enforced credit
tightening in China and the possibility of sovereign debt
default in Greece depressed risk appetites and sent markets
tumbling. Profits for S&P
500®
companies suffered their ninth straight quarter of annual
decline in the third quarter before showing strong improvement
in the fourth.
In international markets, the MSCI
Japan®
Index(4)
rose 21.76% over the fiscal year, but actually fell nearly 6.00%
in the second half. GDP resumed growth in the fourth quarter,
bolstered by government
2
Market
Perspective: Year
Ended February 28, 2010
stimulus and because imports are falling faster than exports.
But domestic demand is generally weak, with wages down for 18
consecutive months and deflation again the norm. The MSCI Europe
ex
UK®
Index(5)
surged 44.27% for the entire fiscal year. As in the U.S. the
regions economy returned to growth in the third quarter of
2009, by 0.4% over the previous quarter, but only rose by 0.1%
in the fourth quarter. Adding to the sense of a stalled
recovery, composite sentiment and purchasing managers
indices slipped after months of increase. Unemployment rose to a
decade-high 9.9% and stayed there. Greeces credit rating
was downgraded on concerns about its burgeoning budget deficit.
The MSCI
UK®
Index(6)
gained 46.17% for the entire fiscal year. The U.K. had to wait
until the fourth quarter for a rise in GDP, of 0.3%. Consumers
continued to pay down debt at record rates and the household
savings rate rose to 8.6%, the highest since 1998. Yet
unemployment stabilized at 7.8% and purchasing managers
indices held firmly in expansion mode. House prices resumed
rising on an annual basis but ominously fell in February for the
first month in ten.
(1) The
MSCI World
IndexSM
is 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.
(2) The
S&P/Case-Shiller National U.S. Home Price Index tracks the
value of single-family housing within the United States. The
index is a composite of single-family home price indices for the
nine U.S. Census divisions and is calculated quarterly.
(3) The
S&P
500®
Index is 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.
(4) The
MSCI
Japan®
Index is a free float-adjusted market capitalization index that
is designed to measure developed market equity performance in
Japan.
(5) The
MSCI Europe ex
UK®
Index is a free float-adjusted market capitalization index that
is designed to measure developed market equity performance in
Europe, excluding the UK.
(6) The
MSCI
UK®
Index is a free float-adjusted market capitalization index that
is designed to measure developed market equity performance in
the UK.
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 Funds
performance is subject to change since the periods end and
may be lower or higher than the performance data shown. Please
call
(800) 992-0180
or log on to www.ingfunds.com to obtain performance data current
to the most recent month end.
Market Perspective reflects the views of INGs Chief
Investment Risk Officer only through the end of the period, and
is subject to change based on market and other conditions.
3
ING
Global Equity Dividend and Premium Opportunity Fund
Portfolio
Managers Report
Country Allocation
as of February 28, 2010
(as a percent of net
assets)
Portfolio holdings are
subject to change daily.
ING Global Equity Dividend and Premium Opportunity Fund (the
Fund) seeks to provide investors with a high level
of income from a portfolio of global common stocks with
historically attractive dividend yields and premiums from
covered call option writing utilizing an integrated option
strategy. Under normal market conditions, the Fund will invest
at least 80% of its managed assets in a portfolio of common
stocks of dividend paying companies located throughout the
world, including the U.S. The Funds secondary investment
objective is capital appreciation.
The Fund is managed by Moudy El Khodr, Nicolas Simar, Kris
Hermie, Frank van Etten, Willem van Dommelen, Bas Peeters and
Alexander van Eekelen, Portfolio Managers, ING Investment
Management Advisors B.V. the Sub-Adviser.
Equity Portfolio Construction: The stock selection
process begins with constructing an eligible universe of global
common stocks with market capitalizations typically over
$1 billion that have a history of paying dividend yields in
excess of 3% annually. Through a multi-step screening process of
various fundamental factors and fundamental analysis the
portfolio managers construct a portfolio generally consisting of
65 to 90 common stocks with a history of attractive dividend
yields, and stable or growing dividends that are supported by
business fundamentals.
The Funds Integrated Option Strategy: The
Funds option strategy is designed to seek gains and lower
volatility of total returns over a market cycle by selling
covered calls on individual securities and selected indices and
by buying puts on both local and regional indices. To generate
premiums, the Fund writes covered call options on a substantial
portion of the common stocks held in the Funds portfolio,
and on international, regional or country indices.
The Funds covered call option writing is determined based
on stock outlook, market opportunities and option price
volatility. The Fund seeks to sell covered call options that are
generally short-term (between 10 days and three months
until expiration) and at- or near-the-money. The Fund typically
maintains its covered call positions until expiration, but it
retains the option to buy back the covered call options and sell
new covered call options. The Fund may generate premiums by
writing (selling) call options on individual securities and
selected equity indices, and may also engage in other related
option strategies to seek gains and lower volatility over a
market cycle.
The Fund may seek, and during the reporting period sought, to
partially hedge against significant market declines by buying
out-of-the-money put options on related indices, such as the
Standard and Poors
500®
Composite Stock Price Index (S&P
500®
Index), the Financial Times Stock Exchange 100 Index
(FTSE 100), the Nikkei All Stock Index
(Nikkei), the Dow Jones Euro Stoxx 50 (Price) Index
(EuroStoxx50) or any other broad-based global or
regional securities index with an active derivatives market. The
Fund generally invests in out-of-the-money puts that expire in
20 to 125 trading days. A portion of the premiums generated from
the covered call strategy is used to buy put protection. Also,
the Fund may seek to, and during the reporting period sought to,
partially hedge the foreign currency risk inherent in its
international equity holdings. Such currency hedges are
implemented either by selling the international currencies
forward, writing calls or by buying out-of-the-money puts on
international currencies versus the U.S. Dollar.
Performance: Based on net asset value
(NAV) as of February 28, 2010, the Fund
provided a total return of 38.12% for the fiscal year. This NAV
return reflects an increase in its NAV from $9.81 on
February 28, 2009 to $11.58 on February 28,
Top Ten Holdings
as of February 28, 2010
(as a percent of net
assets)
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Pitney Bowes, Inc.
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1.6
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%
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Nokia OYJ
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1.6
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%
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McDonalds Corp.
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1.5
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%
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Allianz AG
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1.5
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%
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Bristol-Myers Squibb Co.
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1.5
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%
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Kimberly-Clark Corp.
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1.5
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%
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Vodafone Group PLC
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1.5
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%
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Credit Suisse Group
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1.5
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%
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China Mobile Ltd. ADR
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1.5
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%
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BP PLC
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1.5
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%
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Portfolio holdings are
subject to change daily.
4
ING
Global Equity Dividend and Premium Opportunity Fund
Portfolio
Managers Report
2010. Based on its share price, the Fund provided a total return
of 78.96% for the fiscal year. This share price return reflects
an increase in its share price from $8.14 on February 28,
2009 to $12.45 on February 28, 2010. The MSCI
Worldsm
Index(1) and
the Chicago Board Options Exchange (CBOE) BuyWrite
Monthly Index (BXM
Index)(2) returned
54.30% and 39.32%, respectively, for the reporting period.
During the fiscal year, the Fund made monthly total
distributions of $1.78 per share, including a return of capital
of $1.48 per share and net investment income of $0.30 per share.
During the fiscal year, the Fund reduced its monthly
distribution from $0.156 to $0.125 per month, commencing with
the distribution paid on December 15, 2009. As of
February 28, 2010, the Fund had 96,546,840 shares
outstanding.
Equity Portfolio: For the reporting period, the
Funds underlying equity portfolio slightly outperformed
its reference index gross of fees, but lagged it after deduction
of expenses. Stock selection accounted for the positive gross of
fees result; selection within materials, industrials,
telecommunications services, consumer staples, utilities and
healthcare made the largest relative contributions to results.
Negative stock selection in financials and information
technology partly offset this positive impact.
Sector allocation was a drag on relative performance,
particularly the Funds overweights in utilities and
telecommunication services, which underperformed the market
significantly during the fiscal year. Underweight allocations to
financials and information technology, which outperformed the
market, also detracted.
Option Portfolio: The Funds option strategy
detracted from results for the reporting period. The option
strategy seeks to create stable returns as well as income by
selling covered calls and by buying puts. During the reporting
period, the call option overlay gradually shifted from writing
calls on individual stocks to writing calls on indices. At the
end of the reporting period, around two-thirds of the call
option premium came from index call options, the remaining
one-third came from overwriting individual stocks.
Driven by a strong equity market, implied volatility levels
decreased significantly. This led to increased coverage ratios
of the calls. At the end of the reporting period, the total call
coverage was close to 60%, of which 42% was index options and
around 18% calls on individual stocks. Within the option
portfolio, the focus was on stocks with both high liquidity and
high implied volatility. We increased the differences among
coverage ratios of various stocks in the portfolio, seeking to
benefit more from attractive volatility levels and optimize
trading efficiency. Given the strong market rally that started
in March 2009 and continued until the end of the reporting
period, the total amount that had to be settled on the calls
exceeded the premiums collected.
The equity index put options that were bought for protective
purposes expired out of the money. However, the options helped
to dampen return volatility.
A significant part of the Funds investments is directly
exposed to currency risk, due to investments in global markets.
We partially hedge this risk by purchasing FX put options.
During the period, we gradually started to write FX calls to
finance the puts that the Fund purchased. All FX options the
Fund traded expired out of the money.
Current Strategy & Outlook:
High-dividend and income strategies are designed to dampen
volatility versus the broader market across an investment cycle.
While we remain constructive on the market outlook, we believe a
continuation of the strong gains since the March 2009 market
trough is unlikely. For the developed economies, we expect the
economic recovery to be anemic by historical standards, as
deleveraging and modest consumption growth at best constrains
growth. Given this scenario, market gains are likely to be
modest and erratic. Our dividend approach, which should capture
a substantial portion of the markets return under these
circumstances, is, we believe, well positioned for this outcome.
While we believe the extreme market volatility of 2008 and early
2009 is unlikely to be repeated, current volatility levels
remain higher than when the Fund was launched in March 2005,
thereby indicating continued opportunities for attractive call
writing to enhance income.
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(1)
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The MSCI World
Indexsm
is 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.
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(2)
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The BXM Index is a passive total return index based on selling
the near-term, at-the-money
S&P 500®
Index call option against the
S&P 500®
stock index portfolio each month, on the day the current
contract expires.
|
Portfolio holdings and characteristic are subject to change
and may not be representative of current holdings and
characteristics.
Performance data represents past
performance and is no guarantee of future results.
An index has no cash in its
portfolio, imposes no sales charges and incurs no operating
expenses. An investor cannot invest directly in an
index.
5
The Shareholders and Board of Trustees
ING Global Equity Dividend and Premium Opportunity Fund
We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of ING
Global Equity Dividend and Premium Opportunity Fund as of
February 28, 2010, and the related statement of operations
for the year then ended, the statements 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 four-year
period then ended, and the period from March 30, 2005
(commencement of operations) to February 28, 2006. 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 audits 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
February 28, 2010, by correspondence with the custodian and
brokers or by other appropriate auditing procedures where
replies from brokers were not received. 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 Global Equity Dividend
and Premium Opportunity Fund as of February 28, 2010, and
the results of its operations, the changes in its net assets,
and the financial highlights for the periods specified in the
first paragraph above, in conformity with U.S. generally
accepted accounting principles.
Boston, Massachusetts
April 26, 2010
6
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ASSETS:
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Investments in securities at value*
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$
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1,054,645,908
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Cash
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44,661,363
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Foreign currencies at value**
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26,631,497
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Receivables:
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Investment securities sold
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24,732,642
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Dividends and interest
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4,793,202
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Other
|
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608,750
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Prepaid expenses
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10,153
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|
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Total assets
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1,156,083,515
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LIABILITIES:
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Payable for investment securities purchased
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22,012,437
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Payable to affiliates
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737,199
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Payable for trustee fees
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18,698
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Other accrued expenses and liabilities
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373,387
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|
Written optionsˆ
|
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15,031,557
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|
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Total liabilities
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38,173,278
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NET ASSETS (equivalent to $11.58 per share on
96,546,840 shares outstanding)
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$
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1,117,910,237
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NET ASSETS WERE COMPRISED OF:
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Paid-in capital shares of beneficial interest at
$0.01 par value (unlimited shares authorized)
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$
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1,572,047,668
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Distribution in excess of net investment income
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(7,464,194
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)
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Accumulated net realized loss on investments, foreign currency
related transactions, and written options
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(516,075,194
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)
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Net unrealized appreciation on investments, foreign currency
related transactions, and written options
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69,401,957
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|
|
|
|
NET ASSETS
|
|
$
|
1,117,910,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Cost of investments in securities
|
|
$
|
988,095,071
|
|
** Cost of foreign currencies
|
|
$
|
26,732,278
|
|
ˆ Premiums
received on written options
|
|
$
|
18,276,919
|
|
See
Accompanying Notes to Financial Statements
7
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Dividends, net of foreign taxes withheld*
|
|
$
|
47,987,105
|
|
Interest
|
|
|
12,981
|
|
|
|
|
|
|
Total investment income
|
|
|
48,000,086
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
Investment management fees
|
|
|
11,521,540
|
|
Transfer agent fees
|
|
|
37,570
|
|
Administrative service fees
|
|
|
1,097,280
|
|
Shareholder reporting expense
|
|
|
231,979
|
|
Registration fees
|
|
|
1,035
|
|
Professional fees
|
|
|
116,726
|
|
Custody and accounting expense
|
|
|
252,896
|
|
Trustee fees
|
|
|
37,027
|
|
Miscellaneous expense
|
|
|
202,587
|
|
|
|
|
|
|
Total expenses
|
|
|
13,498,640
|
|
Net waived and reimbursed fees
|
|
|
(2,194,600
|
)
|
|
|
|
|
|
Net expenses
|
|
|
11,304,040
|
|
|
|
|
|
|
Net investment income
|
|
|
36,696,046
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN
CURRENCY RELATED TRANSACTIONS AND WRITTEN OPTIONS:
|
|
|
|
|
Net realized gain (loss) on:
|
|
|
|
|
Investments
|
|
|
(124,795,663
|
)
|
Foreign currency related transactions
|
|
|
98,971
|
|
Written options
|
|
|
(38,949,072
|
)
|
|
|
|
|
|
Net realized loss on investments
|
|
|
(163,645,764
|
)
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation on:
|
|
|
|
|
Investments
|
|
|
474,812,788
|
|
Foreign currency related transactions
|
|
|
(467,171
|
)
|
Written options
|
|
|
(10,810,205
|
)
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation on
investments, foreign currency related transactions, and written
options
|
|
|
463,535,412
|
|
|
|
|
|
|
Net realized and unrealized gain on investments, foreign
currency related transactions, and written options
|
|
|
299,889,648
|
|
|
|
|
|
|
Increase in net assets resulting from operations
|
|
$
|
336,585,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Foreign taxes withheld
|
|
$
|
3,155,864
|
|
See
Accompanying Notes to Financial Statements
8
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
|
|
February 28,
|
|
February 28,
|
|
|
2010
|
|
2009
|
|
FROM OPERATIONS:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
36,696,046
|
|
|
$
|
66,464,673
|
|
Net realized loss on investments, foreign currency related
transactions, and written options
|
|
|
(163,645,764
|
)
|
|
|
(350,844,154
|
)
|
Net change in unrealized appreciation or depreciation on
investments, foreign currency related transactions, and written
options
|
|
|
463,535,412
|
|
|
|
(272,719,666
|
)
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net assets resulting from operations
|
|
|
336,585,694
|
|
|
|
(557,099,147
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FROM DISTRIBUTIONS TO SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(28,136,372
|
)
|
|
|
(92,800,346
|
)
|
Return of capital
|
|
|
(142,562,967
|
)
|
|
|
(89,452,379
|
)
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(170,699,339
|
)
|
|
|
(182,252,725
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FROM CAPITAL SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
|
12,397,012
|
|
|
|
2,565,924
|
|
Cost of shares repurchased, net of commissions
|
|
|
(8,262,047
|
)
|
|
|
(6,783,082
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from capital
share transactions
|
|
|
4,134,965
|
|
|
|
(4,217,158
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets
|
|
|
170,021,320
|
|
|
|
(743,569,030
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
947,888,917
|
|
|
|
1,691,457,947
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
1,117,910,237
|
|
|
$
|
947,888,917
|
|
|
|
|
|
|
|
|
|
|
Distributions in excess of net investment income at end of year
|
|
$
|
(7,464,194
|
)
|
|
$
|
(8,976,958
|
)
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements
9
Selected data for a share of beneficial interest outstanding
throughout each year or period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 30,
|
|
|
|
|
Year Ended
|
|
2005(1)
to
|
|
|
|
|
February 28,
|
|
February 28,
|
|
February 29,
|
|
February 28,
|
|
February 28,
|
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
|
Per Share Operating
Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
|
|
9.81
|
|
|
|
17.39
|
|
|
|
19.98
|
|
|
|
19.08
|
|
|
|
19.06
|
(2)
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
|
|
0.38
|
|
|
|
0.68
|
*
|
|
|
0.66
|
*
|
|
|
0.67
|
*
|
|
|
0.63
|
|
Net realized and unrealized gain (loss) on investments
|
|
$
|
|
|
3.17
|
|
|
|
(6.39
|
)
|
|
|
(1.18
|
)
|
|
|
2.09
|
|
|
|
0.79
|
|
Total from investment operations
|
|
$
|
|
|
3.55
|
|
|
|
(5.71
|
)
|
|
|
(0.52
|
)
|
|
|
2.76
|
|
|
|
1.42
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
|
|
0.30
|
|
|
|
0.95
|
|
|
|
0.61
|
|
|
|
0.57
|
|
|
|
0.66
|
|
Net realized gains on investments
|
|
$
|
|
|
|
|
|
|
|
|
|
|
1.35
|
|
|
|
1.24
|
|
|
|
0.43
|
|
Return of capital
|
|
$
|
|
|
1.48
|
|
|
|
0.92
|
|
|
|
0.11
|
|
|
|
0.06
|
|
|
|
0.31
|
|
Total distributions
|
|
$
|
|
|
1.78
|
|
|
|
1.87
|
|
|
|
2.07
|
|
|
|
1.87
|
|
|
|
1.40
|
|
Adjustment to paid-in capital for offering costs
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
|
|
11.58
|
|
|
|
9.81
|
|
|
|
17.39
|
|
|
|
19.98
|
|
|
|
19.08
|
|
Market value, end of period
|
|
$
|
|
|
12.45
|
|
|
|
8.14
|
|
|
|
17.34
|
|
|
|
20.55
|
|
|
|
18.96
|
|
Total investment return at net asset
value(3)
|
|
%
|
|
|
38.12
|
|
|
|
(34.02
|
)
|
|
|
(2.74
|
)
|
|
|
15.32
|
|
|
|
7.84
|
|
Total investment return at market
value(4)
|
|
%
|
|
|
78.96
|
|
|
|
(45.09
|
)
|
|
|
(5.71
|
)
|
|
|
19.35
|
|
|
|
2.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and Supplemental
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000s)
|
|
$
|
|
|
1,117,910
|
|
|
|
947,889
|
|
|
|
1,691,458
|
|
|
|
1,933,397
|
|
|
|
1,825,844
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses prior to expense
waiver(5)
|
|
%
|
|
|
1.23
|
|
|
|
1.22
|
|
|
|
1.23
|
|
|
|
1.21
|
|
|
|
1.23
|
|
Net expenses after expense
waiver(5)(6)
|
|
%
|
|
|
1.03
|
|
|
|
1.02
|
|
|
|
1.03
|
|
|
|
1.01
|
|
|
|
1.03
|
|
Net investment income after expense
waiver(5)(6)
|
|
%
|
|
|
3.34
|
|
|
|
4.76
|
|
|
|
3.40
|
|
|
|
3.43
|
|
|
|
3.75
|
|
Portfolio turnover rate
|
|
%
|
|
|
72
|
|
|
|
84
|
|
|
|
79
|
|
|
|
119
|
|
|
|
112
|
|
|
|
|
|
(1) |
|
Commencement of operations.
|
|
(2) |
|
Net asset value at beginning of
period reflects the deduction of the sales load of
$0.90 per share and offering costs of $0.04 per share
paid by the shareholder from the $20.00 offering price.
|
|
(3) |
|
Total investment return at net
asset value has been calculated assuming a purchase at net asset
value at the beginning of each period and a sale at net asset
value at the end of each period and assumes reinvestment of
dividends, capital gain distributions and return of capital
distributions/allocations, if any, in accordance with the
provisions of the dividend reinvestment plan. Total investment
return at net asset value is not annualized for periods less
than one year.
|
|
(4) |
|
Total investment return at market
value measures the change in the market value of your investment
assuming reinvestment of dividends, capital gain distributions
and return of capital distributions/allocations, if any, in
accordance with the provisions of the Funds dividend
reinvestment plan. Total investment return at market value is
not annualized for periods less than one year.
|
|
(5) |
|
Annualized for periods less than
one year.
|
|
(6) |
|
The Investment Advisor has
contractually agreed to waive a portion of its fee equivalent to
0.20% of the Funds managed assets for the first five years
of the Funds existence.
|
|
*
|
|
Calculated using average number of
shares outstanding throughout the period.
|
See
Accompanying Notes to Financial Statements
10
NOTE 1
ORGANIZATION
ING Global Equity Dividend and Premium Opportunity Fund (the
Fund) is a non-diversified, closed-end management
investment company registered under the Investment Company Act
of 1940, as amended (the 1940 Act). The Fund is
organized as a Delaware statutory trust.
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES
The following significant accounting policies are consistently
followed by the Fund in the preparation of its financial
statements, and such policies are in conformity with U.S.
generally accepted accounting principles for investment
companies.
|
|
A. |
Security Valuation. Investments in equity securities
traded on a national securities exchange are valued at the last
reported sale price. Securities reported by NASDAQ are valued at
the NASDAQ official closing prices. Securities traded on an
exchange or NASDAQ for which there has been no sale and equity
securities traded in the
over-the-counter-market
are valued at the mean between the last reported bid and ask
prices. All investments quoted in foreign currencies will be
valued daily in U.S. dollars on the basis of the foreign
currency exchange rates prevailing at that time. Debt securities
acquired 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. 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. Investments in open-end mutual funds are valued
at the net asset value. Investments in securities maturing
60 days or less from date of acquisition are valued at
amortized cost which approximates market value.
|
Securities and assets for which market quotations are not
readily available (which may include certain restricted
securities that 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
Funds Board of Trustees (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 Fund calculates its
net asset value (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. The value of a foreign security traded on an exchange
outside the United States is generally based on its price on the
principal foreign exchange where it trades as of the time the
Fund determines its NAV or if the foreign exchange closes prior
to the time the Fund 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 NYSE Euronext
(NYSE) is open. Further, trading takes place in
various foreign markets on days on which the NYSE is not open.
Consequently, the calculations of the Funds NAV may not
take place contemporaneously with the determination of the
prices of securities held by the Fund in foreign securities
markets. Further, the value of the Funds assets may be
significantly affected by foreign trading on days when a
shareholder cannot purchase or redeem shares of the Fund. In
calculating the Funds NAV, foreign securities denominated
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 Fund closes but before
the time that the Funds 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 Fund determines its NAV. In such a
case, the Fund will use the fair value of such securities as
determined under the Funds valuation procedures. Events
after the close of trading on a foreign market that could
require the Fund 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 securitys 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
11
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
as of the time the Fund 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 Fund 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 Fund 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 Fund to
determine that the closing prices for one or more securities do
not represent readily available reliable market value quotations
at the time the Fund 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 Funds NAV.
Options that are traded
over-the-counter
will be valued using one of three methods: (1) dealer
quotes; (2) industry models with objective inputs; or
(3) by using a benchmark arrived at by comparing prior-day
dealer quotes with the corresponding change in the underlying
security. Exchange traded options will be valued using the last
reported sale. If no last sale is reported, exchange traded
options will be valued using an industry accepted model such as
Black Scholes. Options on currencies purchased by
the Fund are valued using industry models with objective inputs.
Fair value is defined as the price that the Fund would receive
to sell an asset or pay to transfer a liability in an orderly
transaction between market participants at the measurement date.
Each investment asset or liability of the Fund 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, including the
sub-advisers 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 Funds investments under
these levels of classification is included following the
Portfolio of Investments.
For the year ended February 28, 2010, 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 or in the
case of certain foreign dividends, when the information becomes
available to the Fund.
|
|
C.
|
Foreign Currency Translation. The books and records
of the Fund 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 Fund 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
12
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
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
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 Funds 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
period 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. The Fund intends to
make monthly distributions from its cash available for
distribution, which consists of the Funds dividends and
interest income after payment of Fund expenses, net option
premiums and net realized and unrealized gains on investments.
At least annually, the Fund intends to distribute all or
substantially all of its net realized capital gains.
Distributions are recorded on the ex-dividend date.
Distributions are determined annually in accordance with federal
tax principles, which may differ from U.S. generally accepted
accounting principles for investment companies.
|
The tax treatment and characterization of the Funds
distributions may vary significantly from time to time depending
on whether the Fund has gains or losses on the call options
written on its portfolio versus gains or losses on the equity
securities in the portfolio. Each month, the Fund will provide
disclosures with distribution payments made that estimate the
percentages of that distribution that represent net investment
income, other income or capital gains, and return of capital, if
any. The final composition of the tax characteristics of the
distributions cannot be determined with certainty until after
the end of the Funds tax year, and will be reported to
shareholders at that time. A significant portion of the
Funds distributions may constitute a return of capital.
The amount of monthly distributions will vary, depending on a
number of factors. As portfolio and market conditions change,
the rate of dividends on the common shares will change. There
can be no assurance that the Fund will be able to declare a
dividend in each period.
|
|
E.
|
Federal Income Taxes. It is the policy of the Fund
to comply with the requirements of subchapter M of the Internal
Revenue Code that are 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, a federal income tax or excise tax
provision is not required. Management has considered the
sustainability of the Funds 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
the capital loss carryforwards have been fully utilized or
expire.
|
|
F.
|
Use of Estimates. The preparation of financial
statements in conformity with U.S. generally accepted
accounting principles 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.
|
Risk Exposures and the use of Derivative
Instruments. The Funds investment objectives
permit the Fund to enter into various types of derivatives
contracts, including, but not limited to, forward foreign
currency exchange contracts and purchased and written options.
In doing so, the Fund will employ strategies in differing
combinations to permit them to increase or decrease the level of
risk, or change
|
13
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
|
|
the level or types of exposure to market risk factors. This may
allow the Fund to pursue its objectives more quickly and
efficiently, than if it were to make direct purchases or sales
of securities capable of affecting a similar response to market
factors.
|
Market Risk Factors. In pursuit of its investment
objectives, the Fund may seek to use derivatives to increase or
decrease its exposure to the following market risk factors:
Credit Risk. Credit risk relates to the ability of
the issuer to meet interest and principal payments, or both, as
they come due. In general, lower-grade, higher-yield bonds are
subject to credit risk to a greater extent than lower-yield,
higher-quality bonds.
Equity Risk. Equity risk relates to the change in
value of equity securities as they relate to increases or
decreases in the general market.
Foreign Exchange Rate Risk. Foreign exchange rate
risk relates to the change in U.S. dollar value of a
security held that is denominated in a foreign currency. The
U.S. dollar value of a foreign currency denominated
security will decrease as the dollar appreciates against the
currency, while the U.S. dollar value will increase as the
dollar depreciates against the currency.
Interest Rate Risk. Interest rate risk refers to the
fluctuations in value of fixed-income securities resulting from
the inverse relationship between price and yield. For example,
an increase in general interest rates will tend to reduce the
market value of already issued fixed-income investments, and a
decline in general interest rates will tend to increase their
value. In addition, debt securities with longer maturities,
which tend to have higher yields, are subject to potentially
greater fluctuations in value from changes in interest rates
than obligations with shorter maturities.
Risks of Investing in Derivatives. The Funds
use of derivatives can result in losses due to unanticipated
changes in the market risk factors and the overall market. In
instances where the Fund is using derivatives to decrease, or
hedge, exposures to market risk factors for securities held by
the Fund, there are also risks that those derivatives may not
perform as expected resulting in losses for the combined or
hedged positions.
The use of these strategies involves certain special risks,
including a possible imperfect correlation, or even no
correlation, between price movements of derivative instruments
and price movements of related investments. While some
strategies involving derivative instruments can reduce the risk
of loss, they can also reduce the opportunity for gain or even
result in losses by offsetting favorable price movements in
related investments or otherwise, due to the possible inability
of the Fund to purchase or sell a portfolio security at a time
that otherwise would be favorable or the possible need to sell a
portfolio security at a disadvantageous time because the Fund is
required to maintain asset coverage or offsetting positions in
connection with transactions in derivative instruments.
Additional associated risks from investing in derivatives also
exist and potentially could have significant effects on the
valuation of the derivative and the Fund. Associated risks are
not the risks that the Fund is attempting to increase or
decrease exposure to, per its investment objectives, but are the
additional risks from investing in derivatives. Examples of
these associated risks are liquidity risk, which is the risk
that the Fund will not be able to sell the derivative in the
open market in a timely manner, and counterparty credit risk,
which is the risk that the counterparty will not fulfill its
obligation to the Fund. Associated risks can be different for
each type of derivative and are discussed by each derivative
type in the following notes.
Counterparty Credit Risk and Credit Related Contingent
Features. Certain derivative positions are subject to
counterparty credit risk, which is the risk that the
counterparty will not fulfill its obligation to the Fund. The
Funds derivative counterparties are financial institutions
who are subject to market conditions that may weaken their
financial position. The Fund intends to enter into financial
transactions with counterparties that it believes to be
creditworthy at the time of the transaction. To reduce this
risk, the Fund generally enters into master netting
arrangements, established within the Funds International
Swap and Derivatives Association, Inc. (ISDA) Master
Agreements (Master Agreements). These agreements are
with select counterparties and they govern transactions,
including certain over-the-counter (OTC) derivative
and forward foreign currency
14
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
contracts, entered into by the Fund and the counterparty. The
Master Agreements maintain provisions for general obligations,
representations, agreements, collateral, and events of default
or termination. The occurrence of a specified event of
termination may give a counterparty the right to terminate all
of its contracts and affect settlement of all outstanding
transactions under the applicable Master Agreement.
The Fund may also enter into collateral agreements with certain
counterparties to further mitigate OTC derivative and forward
foreign currency contracts. Subject to established minimum
levels, collateral is generally determined based on the net
aggregate unrealized gain or loss on contracts with a certain
counterparty. Collateral pledged to the Fund is held in a
segregated account by a third-party agent and can be in the form
of cash or debt securities issued by the U.S. government or
related agencies.
The Funds maximum risk of loss from counterparty credit
risk on OTC derivatives is generally the aggregate unrealized
gain in excess of any collateral pledged by the counterparty to
the Fund. For purchased OTC options, the Fund bears the risk of
loss in the amount of the premiums paid and the change in market
value of the options should the counterparty not perform under
the contracts. As of February 28, 2010, the total value of
purchased OTC options subject to counterparty credit risk was
$6,813,069. The counterparties did not post any collateral to
the Fund at year end.
The Fund has credit related contingent features that if
triggered would allow its derivatives counterparties to close
out and demand payment or additional collateral to cover their
exposure from the Fund. Credit related contingent features are
established between the Fund and its derivatives counterparties
to reduce the risk that the Fund will not fulfill its payment
obligations to its counterparties. These triggering features
include, but are not limited to, a percentage decrease in the
Funds net assets and or a percentage decrease in the
Funds NAV, which could cause the Fund to accelerate
payment of any net liability owed to the counterparty. The
contingent features are established within the Funds
Master Agreements.
Written options by the Fund do not give rise to counterparty
credit risk, as written options obligate the Fund to perform and
not the counterparty. As of February 28, 2010, the total
value of written OTC call options subject to Master Agreements
in a net liability position was $15,031,557. If a contingent
feature had been triggered, the Fund could have been required to
pay this amount in cash to its counterparties. The Fund did not
hold or post collateral for its open written OTC call options at
year end.
|
|
H.
|
Forward Foreign Currency Contracts. The Fund may
enter into forward foreign currency contracts primarily to hedge
against foreign currency exchange rate risks its
non-U.S. dollar
denominated investment securities. When entering into a forward
foreign currency contract, the Fund agrees to receive or deliver
a fixed quantity of foreign currency for an agreed-upon price on
an agreed future date. These contracts are valued daily and the
Funds net equity therein, representing unrealized gain or
loss on the contracts as measured by the difference between the
forward foreign exchange rates at the dates of entry into the
contracts and the forward rates at the reporting date, is
included in the statement of assets and liabilities. Realized
and unrealized gains and losses on forward foreign currency
contracts are included on the Statement of Operations. These
instruments involve market and/or credit risk in excess of the
amount recognized in the statement of assets and liabilities.
Risks arise from the possible inability of counterparties to
meet the terms of their contracts and from movement in currency
and securities values and interest rates. For the year ended
February 28, 2010, the Fund has entered into forward foreign
currency contracts with the obligation to buy and sell specified
foreign currencies in the future at a currently negotiated
forward rate in order to increase or decrease exposure to
foreign exchange rate risk. The Fund uses forward foreign
currency contracts to enhance potential gain, hedge against
anticipated currency exchange rates, and to maintain diversity
and liquidity of the portfolio.
|
|
I.
|
Options Contracts. The Fund may purchase put and
call options and may write (sell) put options
|
15
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
|
|
and covered call options. The premium received by the Fund upon
the writing of a put or call option is included in the Statement
of Assets and Liabilities as a liability which is subsequently
marked-to-market until it is exercised or closed, or it expires.
The Fund will realize a gain or loss upon the expiration or
closing of the option contract. When an option is exercised, the
proceeds on sales of the underlying security for a written call
option or purchased put option or the purchase cost of the
security for a written put option or a purchased call option is
adjusted by the amount of premium received or paid. The risk in
writing a call option is that the Fund gives up the opportunity
for profit if the market price of the security increases and the
option is exercised. The risk in buying an option is that the
Fund pays a premium whether or not the option is exercised.
Risks may also arise from an illiquid secondary market or from
the inability of counterparties to meet the terms of the
contract.
|
The Fund is subject to equity price risk and foreign exchange
risk in the normal course of pursuing its investment objectives.
During the year ended February 28, 2010, the Fund has
written call options and purchased put options on both equity
indexes and foreign exchange contracts in an attempt to manage
this risk. Please refer to Note 6 for the volume of both
purchased and written option activity during the year ended
February 28, 2010.
|
|
J. |
Indemnifications. In the normal course of business,
the Fund may enter into contracts that provide certain
indemnifications. The Funds maximum exposure under these
arrangements is dependent on future claims that may be made
against the Fund and, therefore, cannot be estimated; however,
based on experience, management believes the risk of loss from
such claims is considered remote.
|
NOTE 3
INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
ING Investments, LLC (ING Investments or the
Investment Adviser), an Arizona limited liability
company, is the Investment Adviser of the Fund. The Fund pays
the Investment Adviser for its services under an investment
management agreement (Management Agreement), a fee,
payable monthly, based on an annual rate of 1.05% of the
Funds average daily managed assets. For the first five
years of the Funds existence, the Investment Adviser will
contractually waive a portion of its fee equivalent to 0.20% of
the Funds managed assets. Beginning in the sixth year, the
fee waiver will decline each year by 0.05% until it is
eliminated in the ninth year. For purposes of the Management
Agreement, managed assets are defined as the Funds average
daily gross asset value, minus the sum of the Funds
accrued and unpaid dividends on any outstanding preferred shares
and accrued liabilities (other than liabilities for the
principal amount of any borrowings incurred, commercial paper or
notes issued by the Fund and the liquidation preference of any
outstanding preferred shares). As of February 28, 2010,
there were no preferred shares outstanding.
The Investment Adviser entered into a
sub-advisory
agreement
(Sub-Advisory
Agreement) with ING Investment Management Advisors B.V.
(IIMA), an indirect, wholly-owned subsidiary of ING
Groep N.V. (ING Groep), domiciled in The Hague,
The Netherlands. Subject to policies as the Board or the
Investment Adviser might determine, IIMA manages the Funds
assets in accordance with the Funds investment objectives,
policies and limitations.
The Investment Adviser has also retained ING Investment
Management Co. (ING IM or
Consultant), a Connecticut corporation, to provide
certain consulting services for the Investment Adviser. These
services include, among other things, furnishing statistical and
other factual information; providing advice with respect to
potential investment strategies that may be employed for the
Fund, including, but not limited to, potential options
strategies; developing economic models of the anticipated
investment performance and yield for the Fund; and providing
advice to the Investment Adviser and/or
Sub-Adviser
with respect to the Funds level and/or managed
distribution policy. For its services, the Consultant will
receive a consultancy fee from the Investment Adviser. No fee
will be paid by the Fund directly to the Consultant.
ING Funds are permitted to invest end-of-day cash balances into
ING Institutional Prime Money Market Fund. Investment management
fees paid by the Fund will be reduced by an amount equal to the
management fees paid indirectly to the ING Institutional Prime
Money Market Fund with respect to assets invested by the Fund.
For the year ended February 28, 2010 the Fund did not
invest in ING Institutional Prime Money Market Fund and thus
16
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 3 INVESTMENT
MANAGEMENT AND ADMINISTRATIVE FEES (continued)
waived no such management fees. These fees are not subject to
recoupment.
ING Funds Services, LLC, a Delaware limited liability company,
(the Administrator) serves as Administrator to the
Fund. The Fund pays the Administrator for its services a fee
based on an annual rate of 0.10% of the Funds average
daily managed assets. The Investment Adviser, IIMA,
ING IM and the Administrator are indirect, wholly-owned
subsidiaries of ING Groep. ING Groep is a global financial
institution of Dutch origin offering banking, investments, life
insurance and retirement services.
On October 19, 2008, ING Groep announced that it reached an
agreement with the Dutch government to strengthen its capital
position. ING Groep issued non-voting core Tier-1 securities for
a total consideration of EUR 10 billion to the Dutch State.
The transaction boosted ING Banks core Tier-1 ratio,
strengthened the insurance balance sheet and reduced ING
Groeps Debt/Equity ratio.
On October 26, 2009, ING Groep announced that it will move
towards a complete separation of its banking and insurance
operations. A formal restructuring plan (Restructuring
Plan) was submitted to the European Commission
(EC), which approved it on November 18, 2009.
It is expected that the Restructuring Plan will be achieved over
the next four years by a divestment of all insurance operations
(including ING Investment Management) as well as a divestment of
ING Direct US by the end of 2013. ING Groep will explore all
options, including initial public offerings, sales or
combinations thereof.
On December 21, 2009, ING Groep announced that it has
completed its planned repurchase of EUR 5 billion of Core
Tier 1 securities issued in November 2008 to the Dutch
State and its EUR 7.5 billion rights issue.
NOTE 4 OTHER
TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES
As of February 28, 2010, the Fund had the following amounts
recorded in payable to affiliates on the accompanying Statement
of Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accrued
|
|
|
|
|
Investment
|
|
Accrued
|
|
|
Management
|
|
Administrative
|
|
|
Fees
|
|
Fees
|
|
Total
|
$
|
651,705
|
|
|
$
|
85,494
|
|
|
$
|
737,199
|
|
The Fund has adopted a Retirement Policy (Policy)
covering independent trustees of the Fund who were trustees on
or before May 9, 2007, and who will have served as an
independent trustee for at least five years as of the date of
their retirement (as that term is defined in the Policy).
Benefits under the Policy are based on an annual rate as defined
in the Policy.
The Fund 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.
The Fund places a portion of its transactions with brokerage
firms which are affiliates of the investment adviser. The
commissions paid to these affiliated firms during the year ended
February 28, 2010 were:
|
|
|
|
|
Affiliated Broker
|
|
Commissions Received
|
|
ING Baring, LLC
|
|
$
|
5,218
|
|
NOTE 5
PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds from sales of investments for
the year ended February 28, 2010, excluding short-term
securities, were $759,022,857 and $1,019,079,032, respectively.
NOTE 6 PURCHASED
AND WRITTEN OPTIONS
Transactions in purchased options for the year ended
February 28, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
USD
|
|
|
|
|
Contracts
|
|
Notional
|
|
Cost
|
|
Balance at 02/28/09
|
|
|
690,400
|
|
|
$
|
302,000,000
|
|
|
$
|
23,735,020
|
|
Options Purchased
|
|
|
3,498,800
|
|
|
|
1,016,000,000
|
|
|
|
49,625,379
|
|
Options Expired
|
|
|
(3,406,000
|
)
|
|
|
(994,000,000
|
)
|
|
|
(62,858,560
|
)
|
Options Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Terminated in Closing Sell Transactions
|
|
|
|
|
|
|
(80,500,000
|
)
|
|
|
(768,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 02/28/10
|
|
|
783,200
|
|
|
$
|
243,500,000
|
|
|
$
|
9,773,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 6 PURCHASED
AND WRITTEN OPTIONS (continued)
Transactions in written options for the year ended
February 28, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
USD
|
|
|
|
|
Contracts
|
|
Notional
|
|
Premium
|
|
Balance at 02/28/09
|
|
|
10,444,500
|
|
|
$
|
|
|
|
$
|
24,823,254
|
|
Options Written
|
|
|
107,147,753
|
|
|
|
628,000,000
|
|
|
|
190,320,969
|
|
Options Expired
|
|
|
(36,849,354
|
)
|
|
|
(384,500,000
|
)
|
|
|
(56,108,146
|
)
|
Options Exercised
|
|
|
(5,849,930
|
)
|
|
|
|
|
|
|
(1,151,449
|
)
|
Options Terminated in Closing Purchase Transactions
|
|
|
(62,730,869
|
)
|
|
|
|
|
|
|
(139,607,709
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 02/28/10
|
|
|
12,162,100
|
|
|
$
|
243,500,000
|
|
|
$
|
18,276,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 7
CONCENTRATION OF INVESTMENT RISKS
All mutual funds involve risk some more than
others and there is always the chance that you could
lose money or not earn as much as you hope. The Funds risk
profile is largely a factor of the principal securities in which
it invests and investment techniques that it uses. For more
information regarding the types of securities and investment
techniques that may be used by the Fund and its corresponding
risks, see the Funds most recent Prospectus
and/or the
Statement of Additional Information.
Foreign Securities and Emerging Markets. The Fund
makes significant investments in foreign securities and may
invest up to 20% of its managed assets in securities issued by
companies located in countries with emerging markets.
Investments in foreign securities may entail risks not present
in domestic investments. Since investments in securities are
denominated in foreign currencies, changes in the relationship
of these foreign currencies to the U.S. dollar can
significantly affect the value of the investments and earnings
of the Fund. Foreign investments may also subject the Fund to
foreign government exchange restrictions, expropriation,
taxation or other political, social or economic developments, as
well as from movements in currency, security value and interest
rate, all of which could affect the market and/or credit risk of
the investments. The risks of investing in foreign securities
can be intensified in the case of investments in issuers located
in countries with emerging markets.
Non-Diversified. The Fund is classified as a
non-diversified investment company under the 1940
Act, which means that the Fund may invest a greater proportion
of its assets in the securities of a smaller number of issuers.
If the Fund invests a relatively high percentage of its assets
in obligations of a limited number of issuers, the Fund will be
more at risk to any single corporate, economic, political or
regulatory event that impacts one or more of those issuers.
Conversely, even though classified as non-diversified, the Fund
may actually maintain a portfolio that is highly diversified
with a large number of issuers. In such an event, the Fund would
benefit less from appreciation in a single corporate issuer than
if it had greater exposure to that issuer.
Leverage. Although the Fund has no current intention
to do so, the Fund is authorized to utilize leverage through the
issuance of preferred shares and/or borrowings, including the
issuance of debt securities. In the event that the Fund
determines in the future to utilize investment leverage, there
can be no assurance that such a leveraging strategy will be
successful during any period in which it is employed.
NOTE 8
CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
|
February 28,
|
|
February 28,
|
|
|
2010
|
|
2009
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
|
1,045,924
|
|
|
|
148,968
|
|
Shares repurchased
|
|
|
(1,106,116
|
)
|
|
|
(794,408
|
)
|
|
|
|
|
|
|
|
|
|
Net decrease in shares outstanding
|
|
|
(60,192
|
)
|
|
|
(645,440
|
)
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
$
|
12,397,012
|
|
|
$
|
2,565,924
|
|
Shares repurchased, net of commissions
|
|
|
(8,262,047
|
)
|
|
|
(6,783,082
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease)
|
|
$
|
4,134,965
|
|
|
$
|
(4,217,158
|
)
|
|
|
|
|
|
|
|
|
|
Share Repurchase
Program
Effective December 2008, the Board authorized an open-market
share repurchase program pursuant to which the Fund may
purchase, over the period ending December 31, 2009, up to
10% of its stock, in open-market transactions. There is no
assurance that the Fund will purchase shares at any particular
discount level or in any particular amounts. The share
repurchase program seeks to enhance shareholder value by
purchasing shares trading at a discount from their NAV per
share, in an attempt to reduce or eliminate the discount or to
increase the NAV per share of the applicable remaining shares of
the Fund.
For the year ended February 28, 2010, the Fund repurchased
1,106,116 shares, representing approximately 1.2% of the
Funds outstanding shares for a net
18
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2010 (continued)
NOTE 8 CALL
OPTIONS WRITTEN (continued)
purchase price of $8,262,047 (including commissions of $33,183).
Shares were repurchased at a weighted-average discount from NAV
per share of 20.13% and a weighted-average price per share of
$7.44.
For the year ended February 28, 2009, the Fund repurchased
794,408 shares, representing approximately 0.8% of the
Funds outstanding shares for a net purchase price of
$6,783,082 (including commissions of $23,832). Shares were
repurchased at a weighted-average discount from NAV per share of
15.71% and a weighted-average price per share of $8.51.
NOTE 9
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,
foreign currency transactions, income from passive foreign
investment corporations 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.
The following permanent tax differences have been reclassified
as of the Funds tax year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
Paid-in
|
|
Undistributed
|
|
Net Realized
|
Capital
|
|
Net Investment Income
|
|
Gains / (Losses)
|
|
$
|
(2,015,856
|
)
|
|
$
|
(7,046,910
|
)
|
|
$
|
9,062,766
|
|
Dividends paid by the Fund 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 in the
current period will not be determined until after the
Funds tax year-end of December 31, 2010. The tax
composition of dividends and distributions as of the Funds
most recent tax year-ends were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Year Ended
|
|
Tax Year Ended
|
December 31,
|
|
December 31,
|
2009
|
|
2008
|
Ordinary
|
|
Return
|
|
Ordinary
|
|
Return
|
Income
|
|
of Capital
|
|
Income
|
|
of Capital
|
|
$
|
31,274,804
|
|
|
$
|
142,562,967
|
|
|
$
|
92,776,722
|
|
|
$
|
89,452,379
|
|
The tax-basis components of distributable earnings and the
expiration dates of the capital loss carryforwards which may be
used to offset future realized capital gains for federal income
tax purposes as of the tax year ended December 31, 2009
were:
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
Capital Loss
|
|
Expiration
|
Appreciation
|
|
Carryforwards
|
|
Date
|
|
$
|
56,540,484
|
|
|
$
|
(155,459,076
|
)
|
|
|
2016
|
|
|
|
|
|
|
(325,327,424
|
)
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(480,786,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Funds major tax jurisdictions are federal and Arizona.
The earliest tax year that remains subject to examination by
these jurisdictions is 2005.
As of February 28, 2010, no provision for income tax is
required in the Funds financial statements as a result of
tax positions taken on federal and state income tax returns for
open tax years. The Funds 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 10
SUBSEQUENT EVENTS
Distributions: Subsequent to February 28,
2010, the Fund made distributions of:
|
|
|
|
|
|
|
|
|
Per Share Amount
|
|
Declaration Date
|
|
Payable Date
|
|
Record Date
|
|
$
|
0.125
|
|
|
2/16/2010
|
|
3/15/2010
|
|
3/3/2010
|
$
|
0.125
|
|
|
3/15/2010
|
|
4/15/2010
|
|
4/6/2010
|
Each month, the Fund will provide disclosures with distribution
payments made that estimate the percentages of that distribution
that represent net investment income, capital gains, and return
of capital, if any. At the Funds tax year end, the Fund
may re-characterize payments over the course of the year across
ordinary income, capital gains, and return of capital, if any. A
significant portion of the monthly distribution payments made by
the Fund may constitute a return of capital.
Effective April 2, 2010, the Investment Manager will
decrease the investment management fee waiver to 0.15%.
The Fund 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.
19
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 28, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
COMMON STOCK: 90.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia: 5.8%
|
|
414,879
|
|
|
|
|
Australia & New Zealand Banking Group Ltd.
|
|
$
|
8,586,169
|
|
|
2,525,738
|
|
|
|
|
Fosters Group Ltd.
|
|
|
12,176,406
|
|
|
2,474,944
|
|
|
|
|
Insurance Australia Group
|
|
|
8,749,708
|
|
|
3,145,458
|
|
|
|
|
Macquarie Airports Management Ltd.
|
|
|
8,780,237
|
|
|
1,033,256
|
|
|
|
|
Suncorp-Metway Ltd.
|
|
|
7,899,931
|
|
|
3,573,969
|
|
|
|
|
Telstra Corp. Ltd.
|
|
|
9,497,603
|
|
|
319,670
|
|
|
|
|
Wesfarmers Ltd.
|
|
|
8,902,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,592,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada: 1.9%
|
|
383,895
|
|
|
|
|
Enerplus Resources Fund
|
|
|
8,568,536
|
|
|
370,989
|
|
|
|
|
TransCanada Corp.
|
|
|
12,262,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,831,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finland: 1.6%
|
|
1,318,383
|
|
|
|
|
Nokia OYJ
|
|
|
17,803,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,803,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
France: 5.7%
|
|
238,582
|
|
|
|
|
Carrefour S.A.
|
|
|
11,001,992
|
|
|
146,842
|
|
|
|
|
Sanofi-Aventis
|
|
|
10,716,912
|
|
|
277,851
|
|
|
|
|
Total S.A.
|
|
|
15,482,642
|
|
|
220,884
|
|
|
|
|
Vinci S.A.
|
|
|
11,548,640
|
|
|
605,497
|
|
|
|
|
Vivendi
|
|
|
15,235,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,985,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany: 5.0%
|
|
145,989
|
|
|
|
|
Allianz AG
|
|
|
16,843,425
|
|
|
147,668
|
|
|
|
|
BASF AG
|
|
|
8,292,594
|
|
|
116,058
|
|
|
|
|
Deutsche Boerse AG
|
|
|
8,066,501
|
|
|
319,068
|
|
|
|
|
E.ON AG
|
|
|
11,354,314
|
|
|
74,818
|
|
|
|
|
Muenchener Rueckversicherungs AG
|
|
|
11,571,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,128,336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong: 2.5%
|
|
329,201
|
|
|
|
|
China Mobile Ltd. ADR
|
|
|
16,272,405
|
|
|
768,382
|
|
|
|
|
Hang Seng Bank Ltd.
|
|
|
11,232,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,504,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ireland: 0.7%
|
|
326,530
|
|
|
|
|
CRH PLC
|
|
|
7,433,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,433,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Italy: 3.1%
|
|
597,375
|
|
|
|
|
Banche Popolari Unite Scpa
|
|
|
7,441,012
|
|
|
696,469
|
|
|
|
|
ENI S.p.A.
|
|
|
15,718,690
|
|
|
2,553,017
|
|
|
|
|
Snam Rete Gas S.p.A.
|
|
|
12,086,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,246,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan: 4.8%
|
|
7,984,300
|
|
|
|
|
Mizuho Financial Group, Inc.
|
|
|
15,491,888
|
|
|
58,500
|
|
|
|
|
Nintendo Co. Ltd.
|
|
|
15,933,329
|
|
|
7,225
|
|
|
|
|
NTT DoCoMo, Inc.
|
|
|
11,157,918
|
|
|
250,500
|
|
|
|
|
Takeda Pharmaceutical Co. Ltd.
|
|
|
11,347,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,931,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands: 2.4%
|
|
583,681
|
|
|
|
|
Royal Dutch Shell PLC
|
|
|
15,945,257
|
|
|
666,102
|
|
|
|
|
Royal KPN NV
|
|
|
10,605,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,550,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Singapore: 0.7%
|
|
814,500
|
|
|
|
|
DBS Group Holdings Ltd.
|
|
|
8,101,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,101,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Korea: 1.4%
|
|
337,603
|
|
|
|
|
KT Corp. ADR
|
|
|
6,475,226
|
|
|
185,564
|
|
|
|
|
S-Oil Corp.
|
|
|
8,704,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,179,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spain: 1.8%
|
|
644,878
|
|
|
|
|
Banco Bilbao Vizcaya Argentaria S.A.
|
|
|
8,363,014
|
|
|
37,000
|
|
|
|
|
Banco Santander Central Hispano S.A.
|
|
|
481,047
|
|
|
474,359
|
|
|
|
|
Telefonica S.A.
|
|
|
11,123,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,968,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Switzerland: 2.5%
|
|
372,740
|
|
|
|
|
Credit Suisse Group
|
|
|
16,594,702
|
|
|
210,677
|
|
|
|
|
Novartis AG ADR
|
|
|
11,654,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,249,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan: 1.4%
|
|
1,642,127
|
|
|
|
|
Taiwan Semiconductor Manufacturing Co. Ltd. ADR
|
|
|
16,010,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,010,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom: 11.6%
|
|
224,279
|
|
|
|
|
AstraZeneca PLC
|
|
|
9,906,431
|
|
|
1,842,820
|
|
|
|
|
BP PLC
|
|
|
16,236,893
|
|
|
551,092
|
|
|
|
|
GlaxoSmithKline PLC
|
|
|
10,188,632
|
|
|
754,390
|
|
|
|
|
HSBC Holdings PLC
|
|
|
8,275,909
|
|
|
1,469,499
|
|
|
|
|
Reed Elsevier PLC
|
|
|
11,010,068
|
|
|
5,337,099
|
|
|
|
|
Royal & Sun Alliance Insurance Group
|
|
|
10,556,099
|
|
|
690,437
|
|
|
|
|
Scottish & Southern Energy PLC
|
|
|
11,795,310
|
|
|
753,059
|
|
|
|
|
Smiths Group PLC
|
|
|
11,933,723
|
|
|
3,244,993
|
|
|
|
|
Thomas Cook Group PLC
|
|
|
11,669,323
|
|
|
1,431,741
|
|
|
|
|
United Utilities Group PLC
|
|
|
11,873,148
|
|
|
7,699,814
|
|
|
|
|
Vodafone Group PLC
|
|
|
16,638,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
130,083,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States: 37.6%
|
|
203,139
|
|
|
|
|
Abbott Laboratories
|
|
|
11,026,385
|
|
|
418,573
|
|
|
|
|
Altria Group, Inc.
|
|
|
8,421,689
|
|
|
471,744
|
|
|
|
|
Ameren Corp.
|
|
|
11,656,794
|
|
|
343,147
|
|
|
|
|
American Electric Power Co., Inc.
|
|
|
11,536,602
|
|
|
486,929
|
|
|
|
|
Arthur J. Gallagher & Co.
|
|
|
11,554,825
|
|
|
651,587
|
|
|
|
|
AT&T, Inc.
|
|
|
16,165,873
|
|
|
296,169
|
|
|
|
|
Automatic Data Processing, Inc.
|
|
|
12,323,592
|
|
|
685,063
|
|
|
|
|
Bristol-Myers Squibb Co.
|
|
|
16,790,894
|
|
|
372,990
|
|
|
|
|
Campbell Soup Co.
|
|
|
12,431,757
|
|
|
163,956
|
|
|
|
|
Chevron Corp.
|
|
|
11,854,019
|
|
|
240,845
|
|
|
|
|
ConocoPhillips
|
|
|
11,560,560
|
|
|
280,213
|
|
|
|
|
Consolidated Edison, Inc.
|
|
|
11,979,106
|
|
|
161,979
|
|
|
|
|
Cullen/Frost Bankers, Inc.
|
|
|
8,771,163
|
|
|
372,422
|
|
|
|
|
EI Du Pont de Nemours & Co.
|
|
|
12,558,070
|
|
|
247,881
|
|
|
|
|
Emerson Electric Co.
|
|
|
11,734,687
|
|
|
361,631
|
|
|
|
|
Exelon Corp.
|
|
|
15,658,622
|
|
|
509,089
|
|
|
|
|
General Electric Co.
|
|
|
8,175,969
|
|
|
301,159
|
|
|
|
|
Hershey Co.
|
|
|
11,974,082
|
|
|
259,550
|
|
|
|
|
Home Depot, Inc.
|
|
|
8,097,960
|
|
|
275,725
|
|
|
|
|
Kimberly-Clark Corp.
|
|
|
16,747,537
|
|
|
127,858
|
|
|
@
|
|
Kinder Morgan Energy Partners LP
|
|
|
8,221,269
|
|
|
560,378
|
|
|
|
|
Kraft Foods, Inc.
|
|
|
15,931,547
|
|
|
431,786
|
|
|
|
|
Leggett & Platt, Inc.
|
|
|
8,182,345
|
|
|
109,719
|
|
|
|
|
Lorillard, Inc.
|
|
|
8,013,876
|
|
|
264,187
|
|
|
|
|
McDonalds Corp.
|
|
|
16,868,340
|
|
|
286,680
|
|
|
|
|
Merck & Co., Inc.
|
|
|
10,572,758
|
|
|
334,308
|
|
|
|
|
NYSE Euronext
|
|
|
8,819,045
|
|
|
884,222
|
|
|
|
|
Pfizer, Inc.
|
|
|
15,518,096
|
|
|
259,785
|
|
|
|
|
Philip Morris International, Inc.
|
|
|
12,724,269
|
|
|
783,251
|
|
|
|
|
Pitney Bowes, Inc.
|
|
|
17,936,448
|
|
|
228,337
|
|
|
|
|
Reynolds American, Inc.
|
|
|
12,056,194
|
|
|
858,844
|
|
|
|
|
Sara Lee Corp.
|
|
|
11,645,925
|
|
|
372,649
|
|
|
|
|
Southern Co.
|
|
|
11,839,059
|
|
See Accompanying Notes to Financial
Statements
20
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 28, 2010 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
United States (continued)
|
|
373,880
|
|
|
|
|
Spectra Energy Corp.
|
|
$
|
8,150,584
|
|
|
374,476
|
|
|
|
|
Waste Management, Inc.
|
|
|
12,365,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
419,865,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
(Cost $945,025,225)
|
|
|
1,011,464,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE INVESTMENT TRUSTS: 3.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia: 0.6%
|
|
648,958
|
|
|
|
|
Westfield Group
|
|
|
6,977,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,977,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands: 0.6%
|
|
115,069
|
|
|
|
|
Corio NV
|
|
|
7,116,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,116,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom: 0.7%
|
|
822,577
|
|
|
|
|
Land Securities Group PLC
|
|
|
7,936,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,936,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States: 1.3%
|
|
110,947
|
|
|
|
|
Boston Properties, Inc.
|
|
|
7,536,630
|
|
|
163,593
|
|
|
|
|
Rayonier, Inc.
|
|
|
6,800,561
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,337,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate Investment Trusts
(Cost $33,336,507)
|
|
|
36,367,938
|
|
|
|
|
|
|
|
|
|
|
|
|
# of
|
|
|
|
|
|
|
|
|
Contracts
|
|
|
|
|
|
|
|
|
/Notional
|
|
|
|
|
|
|
|
Value
|
|
|
POSITIONS IN PURCHASED OPTIONS: 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European Union : 0.2%
|
|
5,000
|
|
|
|
|
Dow Jones Euro Stoxx 50 Index, Strike Price 2,466.0700 EUR,
Expires 05/21/10
|
|
|
|
|
|
|
362,518
|
|
|
8,000
|
|
|
|
|
Dow Jones Euro Stoxx 50 Index, Strike Price 2,589.3390 EUR,
Expires 03/19/10
|
|
|
|
|
|
|
222,901
|
|
|
8,500
|
|
|
|
|
Dow Jones Euro Stoxx 50 Index, Strike Price 2,653.2400 EUR,
Expires 04/16/10
|
|
|
|
|
|
|
755,117
|
|
|
32,500,000
|
|
|
|
|
European Union Currency Option (EUR/USD), Strike Price 1.2900,
Expires 05/20/10
|
|
|
|
|
|
|
217,524
|
|
|
37,500,000
|
|
|
|
|
European Union Currency Option (EUR/USD), Strike Price 1.3400,
Expires 04/20/10
|
|
|
|
|
|
|
417,058
|
|
|
35,000,000
|
|
|
|
|
European Union Currency Option (EUR/USD), Strike Price 1.3725,
Expires 03/23/10
|
|
|
|
|
|
|
550,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,526,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan: 0.1%
|
|
24,000,000
|
|
|
|
|
Japanese Yen Currency Option (USD/JPY), Strike Price 95.0000,
Expires 03/23/10
|
|
|
|
|
|
|
6,010
|
|
|
23,500,000
|
|
|
|
|
Japanese Yen Currency Option (USD/JPY), Strike Price 95.8000,
Expires 04/20/10
|
|
|
|
|
|
|
26,254
|
|
|
22,500,000
|
|
|
|
|
Japanese Yen Currency Option (USD/JPY), Strike Price 96.0000,
Expires 05/20/10
|
|
|
|
|
|
|
57,435
|
|
|
210,000
|
|
|
|
|
Nikkei 225 Index, Strike Price 9,084.6320 JPY, Expires 03/19/10
|
|
|
|
|
|
|
66,448
|
|
|
110,000
|
|
|
|
|
Nikkei 225 Index, Strike Price 9,169.8000 JPY, Expires 05/21/10
|
|
|
|
|
|
|
202,100
|
|
|
190,000
|
|
|
|
|
Nikkei 225 Index, Strike Price 9,869.7900 JPY, Expires 04/16/10
|
|
|
|
|
|
|
566,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
924,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom : 0.1%
|
|
2,700
|
|
|
|
|
FTSE 100 Index, Strike Price 4,684.0390 GBP, Expires 03/19/10
|
|
|
|
|
|
|
16,839
|
|
|
1,400
|
|
|
|
|
FTSE 100 Index, Strike Price 4,859.0600 GBP, Expires 05/21/10
|
|
|
|
|
|
|
144,322
|
|
|
2,600
|
|
|
|
|
FTSE 100 Index, Strike Price 4,942.0000 GBP, Expires 04/16/10
|
|
|
|
|
|
|
174,233
|
|
|
22,500,000
|
|
|
|
|
United Kingdom Currency Option (GBP/USD), Strike Price 1.4660,
Expires 05/20/10
|
|
|
|
|
|
|
242,735
|
|
|
22,500,000
|
|
|
|
|
United Kingdom Currency Option (GBP/USD), Strike Price 1.5225,
Expires 03/23/10
|
|
|
|
|
|
|
267,681
|
|
|
23,500,000
|
|
|
|
|
United Kingdom Currency Option (GBP/USD), Strike Price 1.5430,
Expires 04/20/10
|
|
|
|
|
|
|
587,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,433,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States : 0.2%
|
|
50,000
|
|
|
|
|
S&P
500®
Index, Strike Price 1002.2400 USD, Expires 05/21/10
|
|
|
|
|
|
|
695,473
|
|
|
95,000
|
|
|
|
|
S&P
500®
Index, Strike Price 1040.0800 USD, Expires 04/16/10
|
|
|
|
|
|
|
1,089,832
|
|
|
100,000
|
|
|
|
|
S&P
500®
Index, Strike Price 995.4500 USD, Expires 03/19/10
|
|
|
|
|
|
|
144,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,929,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Positions in Purchased Options
(Cost $9,733,339)
|
|
|
6,813,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments in Securities
|
|
|
|
|
(Cost $988,095,071)*
|
|
|
94.3
|
%
|
|
$
|
1,054,645,908
|
|
|
|
|
|
Other Assets and
Liabilities - Net
|
|
|
5.7
|
|
|
|
63,264,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
100.0
|
%
|
|
$
|
1,117,910,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
@
|
|
Non-income producing security
|
ADR
|
|
American Depositary Receipt
|
|
|
|
*
|
|
Cost for federal income tax purposes is $1,051,477,622.
|
|
|
|
|
|
Net unrealized appreciation consists of:
|
|
|
|
|
|
Gross Unrealized Appreciation
|
|
$
|
105,311,567
|
|
Gross Unrealized Depreciation
|
|
|
(102,143,281
|
)
|
|
|
|
|
|
Net Unrealized Appreciation
|
|
$
|
3,168,286
|
|
|
|
|
|
|
See Accompanying Notes to Financial
Statements
21
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 28, 2010 (continued)
|
|
|
|
|
|
|
Percentage of
|
Industry
|
|
Net Assets
|
|
|
Agriculture
|
|
|
3.7
|
%
|
Banks
|
|
|
9.1
|
|
Beverages
|
|
|
1.1
|
|
Building Materials
|
|
|
0.7
|
|
Chemicals
|
|
|
1.9
|
|
Commercial Services
|
|
|
1.1
|
|
Diversified
|
|
|
1.3
|
|
Diversified Financial Services
|
|
|
1.5
|
|
Electric
|
|
|
7.7
|
|
Electrical Components & Equipment
|
|
|
1.1
|
|
Engineering & Construction
|
|
|
1.8
|
|
Environmental Control
|
|
|
1.1
|
|
European Union
|
|
|
0.2
|
|
Food
|
|
|
5.6
|
|
Forest Products & Paper
|
|
|
0.6
|
|
Gas
|
|
|
1.1
|
|
Household Products/Wares
|
|
|
1.5
|
|
Insurance
|
|
|
5.3
|
|
Japan
|
|
|
0.1
|
|
Leisure Time
|
|
|
1.0
|
|
Media
|
|
|
2.3
|
|
Miscellaneous Manufacturing
|
|
|
2.5
|
|
Office Property
|
|
|
0.7
|
|
Office/Business Equipment
|
|
|
1.6
|
|
Oil & Gas
|
|
|
9.3
|
|
Pharmaceuticals
|
|
|
9.6
|
|
Pipelines
|
|
|
2.6
|
|
Retail
|
|
|
3.0
|
|
Semiconductors
|
|
|
1.4
|
|
Shopping Centers
|
|
|
0.6
|
|
Telecommunications
|
|
|
10.4
|
|
Toys/Games/Hobbies
|
|
|
1.4
|
|
United Kingdom
|
|
|
0.1
|
|
United States
|
|
|
0.2
|
|
Water
|
|
|
1.1
|
|
Other Assets and Liabilities Net
|
|
|
5.7
|
|
|
|
|
|
|
Net Assets
|
|
|
100.0
|
%
|
|
|
|
|
|
Fair Value
Measurementsˆ
The following is a summary of the fair valuations according to
the inputs used as of February 28, 2010 in valuing the
Funds assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices
|
|
Significant
|
|
|
|
|
|
|
in Active Markets
|
|
Other
|
|
Significant
|
|
|
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
|
Fair Value
|
|
|
Investments
|
|
Inputs#
|
|
Inputs
|
|
at
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
2/28/2010
|
|
|
Asset Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia
|
|
$
|
|
|
|
$
|
64,592,776
|
|
|
$
|
|
|
|
$
|
64,592,776
|
|
Canada
|
|
|
20,831,411
|
|
|
|
|
|
|
|
|
|
|
|
20,831,411
|
|
Finland
|
|
|
|
|
|
|
17,803,769
|
|
|
|
|
|
|
|
17,803,769
|
|
France
|
|
|
|
|
|
|
63,985,289
|
|
|
|
|
|
|
|
63,985,289
|
|
Germany
|
|
|
|
|
|
|
56,128,336
|
|
|
|
|
|
|
|
56,128,336
|
|
Hong Kong
|
|
|
16,272,405
|
|
|
|
11,232,351
|
|
|
|
|
|
|
|
27,504,756
|
|
Ireland
|
|
|
|
|
|
|
7,433,444
|
|
|
|
|
|
|
|
7,433,444
|
|
Italy
|
|
|
|
|
|
|
35,246,127
|
|
|
|
|
|
|
|
35,246,127
|
|
Japan
|
|
|
|
|
|
|
53,931,038
|
|
|
|
|
|
|
|
53,931,038
|
|
Netherlands
|
|
|
|
|
|
|
26,550,486
|
|
|
|
|
|
|
|
26,550,486
|
|
Singapore
|
|
|
|
|
|
|
8,101,158
|
|
|
|
|
|
|
|
8,101,158
|
|
South Korea
|
|
|
6,475,226
|
|
|
|
8,704,047
|
|
|
|
|
|
|
|
15,179,273
|
|
Spain
|
|
|
|
|
|
|
19,968,042
|
|
|
|
|
|
|
|
19,968,042
|
|
Switzerland
|
|
|
11,654,652
|
|
|
|
16,594,702
|
|
|
|
|
|
|
|
28,249,354
|
|
Taiwan
|
|
|
16,010,738
|
|
|
|
|
|
|
|
|
|
|
|
16,010,738
|
|
United Kingdom
|
|
|
|
|
|
|
130,083,765
|
|
|
|
|
|
|
|
130,083,765
|
|
United States
|
|
|
419,865,139
|
|
|
|
|
|
|
|
|
|
|
|
419,865,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
|
|
|
491,109,571
|
|
|
|
520,355,330
|
|
|
|
|
|
|
|
1,011,464,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trusts
|
|
|
14,337,191
|
|
|
|
22,030,747
|
|
|
|
|
|
|
|
36,367,938
|
|
Positions In Purchased Options
|
|
|
|
|
|
|
6,813,069
|
|
|
|
|
|
|
|
6,813,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments, at value
|
|
$
|
505,446,762
|
|
|
$
|
549,199,146
|
|
|
$
|
|
|
|
$
|
1,054,645,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial
Instruments+:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written options
|
|
|
|
|
|
|
(15,031,557
|
)
|
|
|
|
|
|
|
(15,031,557
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
|
|
|
$
|
(15,031,557
|
)
|
|
$
|
|
|
|
$
|
(15,031,557
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ˆ
|
See Note 2, Significant Accounting Policies in
the Notes to Financial Statements for additional information.
|
+
|
Other Financial Instruments are derivatives not reflected in the
Portfolio of Investments and may include open forward foreign
currency contracts, futures, swaps, and written options. Forward
foreign currency contracts and futures are reported at their
unrealized gain/loss at measurement date which represents the
amount due to/from the Fund. Swaps and written options are
reported at their market value at measurement date.
|
#
|
The earlier close of the foreign markets gives rise to the
possibility that significant events, including broad market
moves, may have occurred in the interim and may materially
affect the value of those securities. To account for this, the
Portfolio may frequently value many of its foreign equity
securities using fair value prices based on third party vendor
modeling tools to the extent available. Accordingly, a
significant portion of the Portfolios investments are
categorized as Level 2 investments.
|
See Accompanying Notes to Financial
Statements
22
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 28, 2010 (continued)
Written OTC Call Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
|
|
|
|
Premiums
|
|
|
# of Contracts
|
|
Counterparty
|
|
Description
|
|
Date
|
|
Strike
|
|
Received
|
|
Value
|
|
|
|
Options on Securities
|
|
104,000
|
|
|
Merrill Lynch
|
|
Australia and New Zealand Banking Group Ltd.
|
|
03/10/10
|
|
22.0500 AUD
|
|
$
|
74,549
|
|
|
$
|
(110,408
|
)
|
|
517,000
|
|
|
Deutsche Bank
|
|
Fosters Group Ltd.
|
|
03/10/10
|
|
5.3400 AUD
|
|
|
66,207
|
|
|
|
(46,133
|
)
|
|
361,000
|
|
|
Deutsche Bank
|
|
Insurance Australia Group Ltd.
|
|
03/10/10
|
|
3.8200 AUD
|
|
|
39,865
|
|
|
|
(40,838
|
)
|
|
322,000
|
|
|
Barclays Bank PLC
|
|
Macquarie Airports
|
|
03/10/10
|
|
2.9060 AUD
|
|
|
37,345
|
|
|
|
(65,599
|
)
|
|
261,000
|
|
|
Deutsche Bank
|
|
Suncorp-Metway Ltd.
|
|
03/10/10
|
|
8.8400 AUD
|
|
|
74,135
|
|
|
|
(8,928
|
)
|
|
933,000
|
|
|
ABN AMRO Bank, N.V.
|
|
Telstra Corp Ltd.
|
|
03/10/10
|
|
3.4410 AUD
|
|
|
48,427
|
|
|
|
(34
|
)
|
|
80,000
|
|
|
Deutsche Bank
|
|
Wesfarmers Ltd.
|
|
03/10/10
|
|
28.6100 AUD
|
|
|
65,951
|
|
|
|
(185,188
|
)
|
|
163,000
|
|
|
Goldman Sachs & Co.
|
|
Westfield Group
|
|
03/10/10
|
|
12.4120 AUD
|
|
|
34,396
|
|
|
|
(11,243
|
)
|
|
37,000
|
|
|
ABN AMRO Bank, N.V.
|
|
Allianz SE
|
|
03/10/10
|
|
81.6200 EUR
|
|
|
149,811
|
|
|
|
(184,654
|
)
|
|
166,000
|
|
|
Merrill Lynch
|
|
Banco Bilbao Vizcaya Argentaria, S.A.
|
|
03/10/10
|
|
11.3100 EUR
|
|
|
114,108
|
|
|
|
(1,328
|
)
|
|
37,000
|
|
|
Morgan Stanley
|
|
BASF SE
|
|
03/10/10
|
|
41.0682 EUR
|
|
|
92,141
|
|
|
|
(43,981
|
)
|
|
62,000
|
|
|
Merrill Lynch
|
|
Carrefour S.A.
|
|
03/10/10
|
|
35.7700 EUR
|
|
|
112,351
|
|
|
|
(7,583
|
)
|
|
85,000
|
|
|
Deutsche Bank
|
|
CRH PLC
|
|
03/10/10
|
|
17.6200 EUR
|
|
|
104,507
|
|
|
|
(10,898
|
)
|
|
30,000
|
|
|
ABN AMRO Bank, N.V.
|
|
Deutsche Boerse A.G.
|
|
03/10/10
|
|
49.2510 EUR
|
|
|
82,572
|
|
|
|
(89,973
|
)
|
|
80,000
|
|
|
Deutsche Bank
|
|
E.on AG
|
|
03/10/10
|
|
27.3600 EUR
|
|
|
100,595
|
|
|
|
(8,930
|
)
|
|
173,000
|
|
|
Deutsche Bank
|
|
Eni S.p.A
|
|
03/10/10
|
|
17.1800 EUR
|
|
|
135,356
|
|
|
|
(10,545
|
)
|
|
167,000
|
|
|
BNP Paribas Securities
|
|
Koninklijke KPN NV
|
|
03/10/10
|
|
11.8974 EUR
|
|
|
77,720
|
|
|
|
(22,227
|
)
|
|
18,000
|
|
|
Citigroup
|
|
Muenchener Rueckver Ag-Reg
|
|
03/10/10
|
|
110.9900 EUR
|
|
|
75,949
|
|
|
|
(78,769
|
)
|
|
328,000
|
|
|
Goldman Sachs & Co.
|
|
Nokia OYJ
|
|
03/10/10
|
|
9.3200 EUR
|
|
|
212,682
|
|
|
|
(275,129
|
)
|
|
146,000
|
|
|
Goldman Sachs & Co.
|
|
Royal Dutch Shell PLC
|
|
03/10/10
|
|
20.5110 EUR
|
|
|
86,612
|
|
|
|
(24,773
|
)
|
|
37,000
|
|
|
Morgan Stanley
|
|
Sanofi-Aventis
|
|
03/10/10
|
|
54.0440 EUR
|
|
|
97,780
|
|
|
|
(31,694
|
)
|
|
84,000
|
|
|
Barclays Bank PLC
|
|
Telefonica SA
|
|
03/10/10
|
|
17.9250 EUR
|
|
|
62,272
|
|
|
|
(8,499
|
)
|
|
70,000
|
|
|
Merrill Lynch
|
|
Total S.A.
|
|
03/10/10
|
|
42.5700 EUR
|
|
|
135,552
|
|
|
|
(13,455
|
)
|
|
149,000
|
|
|
ABN AMRO Bank, N.V.
|
|
UBI Banca
|
|
03/10/10
|
|
10.0460 EUR
|
|
|
64,743
|
|
|
|
(2,664
|
)
|
|
56,000
|
|
|
Barclays Bank PLC
|
|
Vinci S.A.
|
|
03/10/10
|
|
38.9800 EUR
|
|
|
124,434
|
|
|
|
(39,511
|
)
|
|
153,000
|
|
|
Morgan Stanley
|
|
Vivendi
|
|
03/10/10
|
|
19.3213 EUR
|
|
|
151,174
|
|
|
|
(12,502
|
)
|
|
58,000
|
|
|
Citigroup
|
|
AstraZeneca PLC
|
|
03/10/10
|
|
30.4300 GBP
|
|
|
46,777
|
|
|
|
(2,807
|
)
|
|
437,000
|
|
|
Societe General
|
|
BP PLC
|
|
03/10/10
|
|
5.9603 GBP
|
|
|
96,640
|
|
|
|
(12,633
|
)
|
|
139,000
|
|
|
BNP Paribas Securities
|
|
GlaxoSmithKline PLC
|
|
03/10/10
|
|
12.4762 GBP
|
|
|
62,106
|
|
|
|
(7,122
|
)
|
|
196,000
|
|
|
Goldman Sachs & Co.
|
|
HSBC Holdings PLC
|
|
03/10/10
|
|
6.7286 GBP
|
|
|
84,665
|
|
|
|
(145,719
|
)
|
|
376,000
|
|
|
Societe General
|
|
Reed Elsevier PLC
|
|
03/10/10
|
|
4.9447 GBP
|
|
|
95,947
|
|
|
|
(35,011
|
)
|
|
1,953,000
|
|
|
Societe General
|
|
Vodafone Group PLC
|
|
03/10/10
|
|
1.3516 GBP
|
|
|
134,199
|
|
|
|
(198,973
|
)
|
|
203,000
|
|
|
Deutsche Bank
|
|
Land Securities Group PLC
|
|
03/10/10
|
|
6.4235 GBP
|
|
|
94,008
|
|
|
|
(22,726
|
)
|
|
157,000
|
|
|
ABN AMRO Bank, N.V.
|
|
Hang Seng Bank Ltd.
|
|
03/10/10
|
|
109.7650 HKD
|
|
|
47,702
|
|
|
|
(81,272
|
)
|
|
108,000
|
|
|
Goldman Sachs & Co.
|
|
Altria Group Inc
|
|
03/10/10
|
|
19.8600 USD
|
|
|
48,686
|
|
|
|
(36,763
|
)
|
|
122,000
|
|
|
Goldman Sachs & Co.
|
|
Ameren Corp.
|
|
03/10/10
|
|
25.6370 USD
|
|
|
72,871
|
|
|
|
(960
|
)
|
|
88,000
|
|
|
Morgan Stanley
|
|
American Electric Power Company, Inc.
|
|
03/10/10
|
|
35.3800 USD
|
|
|
59,154
|
|
|
|
(1,633
|
)
|
|
168,000
|
|
|
Societe General
|
|
AT&T, Inc.
|
|
03/10/10
|
|
25.7490 USD
|
|
|
129,780
|
|
|
|
(3,425
|
)
|
|
76,000
|
|
|
Merrill Lynch
|
|
Automatic Data Processing
|
|
03/10/10
|
|
40.5900 USD
|
|
|
76,000
|
|
|
|
(71,286
|
)
|
|
29,000
|
|
|
Merrill Lynch
|
|
Boston Properties, Inc.
|
|
03/10/10
|
|
65.5500 USD
|
|
|
78,996
|
|
|
|
(84,416
|
)
|
|
174,000
|
|
|
UBS
|
|
Bristol-Myers Squibb Co.
|
|
03/10/10
|
|
24.5269 USD
|
|
|
129,282
|
|
|
|
(56,882
|
)
|
|
96,000
|
|
|
Deutsche Bank
|
|
Campbell Soup Co.
|
|
03/10/10
|
|
33.1800 USD
|
|
|
78,720
|
|
|
|
(49,581
|
)
|
|
42,000
|
|
|
Merrill Lynch
|
|
Chevron Corp.
|
|
03/10/10
|
|
73.0800 USD
|
|
|
76,734
|
|
|
|
(25,020
|
)
|
|
91,000
|
|
|
Deutsche Bank
|
|
China Mobile Ltd.
|
|
03/10/10
|
|
47.1600 USD
|
|
|
156,520
|
|
|
|
(225,917
|
)
|
|
62,000
|
|
|
Goldman Sachs & Co.
|
|
ConocoPhillips
|
|
03/10/10
|
|
48.6880 USD
|
|
|
85,126
|
|
|
|
(28,607
|
)
|
|
96,000
|
|
|
UBS
|
|
E.I. du Pont de Nemours and Co.
|
|
03/10/10
|
|
32.4704 USD
|
|
|
94,176
|
|
|
|
(139,658
|
)
|
|
74,000
|
|
|
UBS
|
|
Emerson Electric Co.
|
|
03/10/10
|
|
41.6656 USD
|
|
|
89,392
|
|
|
|
(420,675
|
)
|
|
92,000
|
|
|
Merrill Lynch
|
|
Exelon Corp.
|
|
03/10/10
|
|
46.0100 USD
|
|
|
83,904
|
|
|
|
(1,358
|
)
|
|
133,000
|
|
|
Societe General
|
|
General Electric Co.
|
|
03/10/10
|
|
16.2500 USD
|
|
|
74,560
|
|
|
|
(25,818
|
)
|
|
86,000
|
|
|
BNP Paribas Securities
|
|
Hershey Co.
|
|
03/10/10
|
|
37.0100 USD
|
|
|
92,304
|
|
|
|
(240,243
|
)
|
|
77,000
|
|
|
Deutsche Bank
|
|
Home Depot, Inc.
|
|
03/10/10
|
|
27.6000 USD
|
|
|
62,370
|
|
|
|
(260,482
|
)
|
|
153,000
|
|
|
Goldman Sachs & Co.
|
|
Kraft Foods, Inc.
|
|
03/10/10
|
|
28.1800 USD
|
|
|
134,946
|
|
|
|
(80,353
|
)
|
|
107,000
|
|
|
BNP Paribas Securities
|
|
Leggett and Platt, Inc.
|
|
03/10/10
|
|
19.8900 USD
|
|
|
75,125
|
|
|
|
(7,380
|
)
|
|
29,000
|
|
|
Morgan Stanley
|
|
Lorillard, Inc.
|
|
03/10/10
|
|
76.3100 USD
|
|
|
60,856
|
|
|
|
(3,450
|
)
|
|
73,000
|
|
|
Morgan Stanley
|
|
Merck & Co. Inc.
|
|
03/10/10
|
|
38.4322 USD
|
|
|
91,462
|
|
|
|
(7,166
|
)
|
|
53,000
|
|
|
Morgan Stanley
|
|
Novartis A.G.
|
|
03/10/10
|
|
53.8061 USD
|
|
|
33,083
|
|
|
|
(31,362
|
)
|
|
90,000
|
|
|
BNP Paribas Securities
|
|
NYSE Euronext
|
|
03/10/10
|
|
23.5500 USD
|
|
|
91,143
|
|
|
|
(255,621
|
)
|
|
225,000
|
|
|
Morgan Stanley
|
|
Pfizer Inc
|
|
03/10/10
|
|
18.7523 USD
|
|
|
151,155
|
|
|
|
(4,730
|
)
|
|
67,000
|
|
|
Deutsche Bank
|
|
Philip Morris International, Inc.
|
|
03/10/10
|
|
46.5000 USD
|
|
|
91,790
|
|
|
|
(173,228
|
)
|
|
43,000
|
|
|
UBS
|
|
Rayonier, Inc.
|
|
03/10/10
|
|
42.1663 USD
|
|
|
48,762
|
|
|
|
(13,829
|
)
|
|
59,000
|
|
|
Merrill Lynch
|
|
Reynolds American Inc.
|
|
03/10/10
|
|
53.9600 USD
|
|
|
54,398
|
|
|
|
(6,699
|
)
|
|
268,000
|
|
|
Morgan Stanley
|
|
Sara Lee Corp.
|
|
03/10/10
|
|
12.1400 USD
|
|
|
99,240
|
|
|
|
(382,864
|
)
|
|
97,000
|
|
|
Societe General
|
|
Spectra Energy Corp.
|
|
03/10/10
|
|
21.6103 USD
|
|
|
61,469
|
|
|
|
(44,219
|
)
|
|
423,000
|
|
|
Societe General
|
|
Taiwan Semiconductor Manufacturing Co. Ltd.
|
|
03/10/10
|
|
10.0220 USD
|
|
|
165,351
|
|
|
|
(36,638
|
)
|
|
95,000
|
|
|
Merrill Lynch
|
|
Waste Management, Inc.
|
|
03/10/10
|
|
31.7800 USD
|
|
|
105,925
|
|
|
|
(104,410
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,836,558
|
|
|
$
|
(4,666,422
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options on Indices
|
|
5,625
|
|
|
Barclays Bank PLC
|
|
Dow Jones Euro Stoxx 50 Index
|
|
03/05/10
|
|
2,844.9800 EUR
|
|
$
|
690,377
|
|
|
$
|
(20,763
|
)
|
|
6,100
|
|
|
ABN AMRO Bank, N.V.
|
|
Dow Jones Euro Stoxx 50 Index
|
|
03/19/10
|
|
2,648.5500 EUR
|
|
|
763,188
|
|
|
|
(933,787
|
)
|
|
5,850
|
|
|
Goldman Sachs & Co.
|
|
Dow Jones Euro Stoxx 50 Index
|
|
04/09/10
|
|
2,804.3900 EUR
|
|
|
682,646
|
|
|
|
(392,061
|
)
|
|
1,800
|
|
|
Barclays Bank PLC
|
|
FTSE 100 Index
|
|
03/05/10
|
|
5,283.5200 GBP
|
|
|
415,136
|
|
|
|
(255,218
|
)
|
|
1,800
|
|
|
ABN AMRO Bank, N.V.
|
|
FTSE 100 Index
|
|
03/19/10
|
|
5,035.0500 GBP
|
|
|
403,045
|
|
|
|
(895,591
|
)
|
|
1,825
|
|
|
Societe General
|
|
FTSE 100 Index
|
|
04/09/10
|
|
5,349.3400 GBP
|
|
|
373,771
|
|
|
|
(337,569
|
)
|
|
132,000
|
|
|
BNP Paribas
|
|
Nikkei-225 Stock Average
|
|
03/05/10
|
|
10,607.9300 JPY
|
|
|
409,483
|
|
|
|
(7,201
|
)
|
|
134,000
|
|
|
UBS
|
|
Nikkei-225 Stock Average
|
|
03/19/10
|
|
9,999.9600 JPY
|
|
|
486,244
|
|
|
|
(427,417
|
)
|
|
140,500
|
|
|
Goldman Sachs & Co.
|
|
Nikkei-225 Stock Average
|
|
04/09/10
|
|
10,159.2000 JPY
|
|
|
469,228
|
|
|
|
(415,947
|
)
|
See Accompanying Notes to Financial
Statements
23
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 28, 2010 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration
|
|
|
|
Premiums
|
|
|
# of Contracts
|
|
Counterparty
|
|
Description
|
|
Date
|
|
Strike
|
|
Received
|
|
Value
|
|
|
|
66,400
|
|
|
UBS
|
|
S&P
500®
Index
|
|
03/05/10
|
|
1,091.4200 USD
|
|
$
|
1,806,080
|
|
|
$
|
(1,220,445
|
)
|
|
66,400
|
|
|
UBS
|
|
S&P
500®
Index
|
|
03/19/10
|
|
1,062.1800 USD
|
|
|
2,095,584
|
|
|
|
(3,167,854
|
)
|
|
65,800
|
|
|
UBS
|
|
S&P
500®
Index
|
|
04/09/10
|
|
1,110.8900 USD
|
|
|
1,801,604
|
|
|
|
(1,436,450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,396,386
|
|
|
$
|
(9,510,303
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options on Currencies
|
|
35,000,000
|
|
|
Citigroup
|
|
European Union Currency Option ( EUR/ USD)
|
|
03/23/10
|
|
1.5115 USD
|
|
$
|
332,500
|
|
|
$
|
(77
|
)
|
|
37,500,000
|
|
|
UBS
|
|
European Union Currency Option ( EUR/ USD)
|
|
04/20/10
|
|
1.4640 USD
|
|
|
288,750
|
|
|
|
(28,275
|
)
|
|
32,500,000
|
|
|
Goldman Sachs & Co.
|
|
European Union Currency Option ( EUR/USD)
|
|
05/20/10
|
|
1.4120 USD
|
|
|
260,000
|
|
|
|
(267,776
|
)
|
|
24,000,000
|
|
|
Barclays Bank PLC
|
|
Japanese Yen Currency Option (USD/JPY)
|
|
03/23/10
|
|
84.1500 USD
|
|
|
240,000
|
|
|
|
(22,265
|
)
|
|
23,500,000
|
|
|
JP Morgan Securities
|
|
Japanese Yen Currency Option (USD/JPY)
|
|
04/20/10
|
|
85.4800 USD
|
|
|
164,500
|
|
|
|
(139,019
|
)
|
|
22,500,000
|
|
|
JP Morgan Securities
|
|
Japanese Yen Currency Option (USD/JPY)
|
|
05/20/10
|
|
86.1800 USD
|
|
|
157,500
|
|
|
|
(270,823
|
)
|
|
22,500,000
|
|
|
Citigroup
|
|
United Kingdom Currency Option (GBP/USD)
|
|
03/23/10
|
|
1.6960 USD
|
|
|
225,000
|
|
|
|
(92
|
)
|
|
23,500,000
|
|
|
JP Morgan Securities
|
|
United Kingdom Currency Option (GBP/USD)
|
|
04/20/10
|
|
1.6950 USD
|
|
|
184,475
|
|
|
|
(4,202
|
)
|
|
22,500,000
|
|
|
JP Morgan Securities
|
|
United Kingdom Currency Option (GBP/USD)
|
|
05/20/10
|
|
1.6070 USD
|
|
|
191,250
|
|
|
|
(122,303
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,043,975
|
|
|
$
|
(854,832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Written OTC Call Options:
|
|
$
|
18,276,919
|
|
|
$
|
(15,031,557
|
)
|
|
|
|
|
|
|
|
|
|
A summary of derivative instruments by primary risk exposure
is outlined in the following tables.
The fair value of derivative instruments as of February 28,
2010 was as follows:
|
|
|
|
|
|
|
Derivatives not accounted for
|
|
|
|
|
as hedging instruments
|
|
Location on Statement
|
|
|
under FASB ASC 815
|
|
of Assets and Liabilities
|
|
Fair Value
|
|
Asset Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity contracts
|
|
Investments in securities at value*
|
|
$
|
4,440,017
|
|
Foreign exchange contracts
|
|
Investments in securities at value*
|
|
|
2,373,052
|
|
|
|
|
|
|
|
|
Total Asset Derivatives
|
|
|
|
$
|
6,813,069
|
|
|
|
|
|
|
|
|
Liability Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity contracts
|
|
Written options
|
|
|
14,176,725
|
|
Foreign exchange contracts
|
|
Written options
|
|
|
854,832
|
|
|
|
|
|
|
|
|
Total Liability Derivatives
|
|
|
|
$
|
15,031,557
|
|
|
|
|
|
|
|
|
|
|
* |
Includes purchased options
|
The effect of derivative instruments on the Funds
Statement of Operations for the year ended February 28,
2010 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not
|
|
Amount of Realized Gain or (Loss)
|
accounted for as
|
|
on Derivatives Recognized in Income
|
hedging instruments
|
|
|
|
Written
|
|
|
under FASB ASC 815
|
|
Investments*
|
|
Options
|
|
Total
|
|
Equity contracts
|
|
$
|
(52,123,042
|
)
|
|
$
|
(41,654,008
|
)
|
|
$
|
(93,777,050
|
)
|
Foreign exchange contracts
|
|
|
(9,682,633
|
)
|
|
|
2,704,936
|
|
|
|
(6,977,697
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(61,805,675
|
)
|
|
$
|
(38,949,072
|
)
|
|
$
|
(100,754,747
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Unrealized
|
Derivatives not
|
|
Appreciation or (Depreciation)
|
accounted for as
|
|
on Derivatives Recognized in Income
|
hedging instruments
|
|
|
|
Written
|
|
|
under FASB ASC 815
|
|
Investments*
|
|
Options
|
|
Total
|
|
Equity contracts
|
|
$
|
(1,878,448
|
)
|
|
$
|
(11,999,348
|
)
|
|
$
|
(13,877,796
|
)
|
Foreign exchange contracts
|
|
|
214,559
|
|
|
|
1,189,143
|
|
|
|
1,403,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(1,663,889
|
)
|
|
$
|
(10,810,205
|
)
|
|
$
|
(12,474,094
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Amounts recognized for purchased options are included in net
realized gain (loss) on investments and net change in unrealized
appreciation or depreciation on investments.
|
See Accompanying Notes to Financial
Statements
24
SUPPLEMENTAL
OPTION INFORMATION
(Unaudited)
|
|
|
Supplemental Call Option Statistics as of February 28,
2010
|
|
|
% of Total Net Assets against which calls written
|
|
50%
|
Average Days to Expiration at time written
|
|
42 days
|
Average Call Moneyness* at time written
|
|
OTM/ATM
|
Premium received for calls
|
|
$18,276,919
|
Value of calls
|
|
$(15,031,557)
|
|
|
|
Supplemental Put Option Statistics as of February 28,
2010
|
|
|
% of Total Net Assets against which Currency puts purchased
|
|
42%
|
Average Days to Expiration at time purchased
|
|
91 days
|
% of Total Net Assets against which Index puts purchased
|
|
42%
|
Average Days to Expiration at time purchased
|
|
91 days
|
Average Currency Put Moneyness* at time purchased
|
|
OTM
|
Average Index Put Moneyness* at time purchased
|
|
OTM
|
Premium Paid for puts
|
|
$9,733,339
|
Value of puts
|
|
$6,813,069
|
|
|
*
|
Moneyness is the term
used to describe the relationship between the price of the
underlying asset and the options exercise or strike price.
For example, a call (buy) option is considered
in-the-money
when the value of the underlying asset exceeds the strike price.
Conversely, a put (sell) option is considered
in-the-money
when its strike price exceeds the value of the underlying asset.
Options are characterized for the purpose of Moneyness as,
in-the-money
(ITM),
out-of-the-money
(OTM) or
at-the-money
(ATM), where the underlying asset value equals the
strike price.
|
25
Distributions paid during the year ended February 28, 2010
were as follows:
|
|
|
|
|
|
|
|
|
Fund Name
|
|
Type
|
|
Per Share Amount
|
|
ING Global Equity Dividend and Premium Opportunity Fund
|
|
|
NII
|
|
|
$
|
0.2950
|
|
|
|
|
ROC
|
|
|
$
|
1.4840
|
|
NII Net investment income
ROC Return of capital
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 Fund. 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.
26
The business and affairs of the Trust are managed under the
direction of the Trusts 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Principal
|
|
Portfolios in
|
|
Other
|
|
|
Position(s)
|
|
Term of Office and
|
|
Occupation(s)
|
|
Fund Complex
|
|
Directorships/
|
|
|
Held with
|
|
Length of Time
|
|
During the Past
|
|
Overseen by
|
|
Trusteeships
|
Name, Address, and Age
|
|
Trust
|
|
Served(1)
|
|
Five Years
|
|
Trustee(2)
|
|
Held by Trustee
|
|
Independent Trustees:
|
|
|
|
|
|
|
|
|
|
|
Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49
|
|
Trustee
|
|
October 2007
Present
|
|
Consultant, Glantuam Partners, LLC (January 2009
Present); President, National Charity League/Canaan Parish Board
(April 2005 March 2009) and Consultant (January
2005 Present).
|
|
136
|
|
None.
|
John V.
Boyer(4)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 56
|
|
Trustee
|
|
February 2005
Present
|
|
President and Chief Executive Officer, Bechtler Arts Foundation
(January 2008 Present). Formerly, Consultant (July
2007 February 2008); President and Chief Executive
Officer, Franklin and Eleanor Roosevelt Institute (March
2006 July 2007); and Executive Director, The Mark
Twain House & Museum (September 1989 March
2006).
|
|
136
|
|
None.
|
Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 61
|
|
Trustee
|
|
January 2006
Present
|
|
Consultant and President, Ravengate Partners LLC (January
2000 Present).
|
|
136
|
|
Wisconsin Energy Corporation (June 2006 Present) and
The Royce Fund (2009 Present).
|
Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 68
|
|
Trustee
|
|
October 2007
Present
|
|
Retired partner, PricewaterhouseCoopers, LLP.
|
|
136
|
|
First Marblehead Corporation (September 2003
Present).
|
J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 64
|
|
Trustee
|
|
February 2005
Present
|
|
Retired. Formerly, President and Chief Executive Officer,
Bankers Trust Company, N.A., Des Moines (June 1992
December 2008).
|
|
136
|
|
None.
|
Patrick W. Kenny
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 67
|
|
Trustee
|
|
February 2005
Present
|
|
Retired. Formerly, President and Chief Executive Officer,
International Insurance Society (June 2001 June
2009).
|
|
136
|
|
Assured Guaranty Ltd. (April 2004 Present).
|
Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 59
|
|
Trustee
|
|
January 2006
Present
|
|
Consultant (May 2001 Present).
|
|
136
|
|
Centerra Gold (May 2008 Present) and Stillwater
Mining Company (May 2002 Present).
|
Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 64
|
|
Chairman/
Trustee
|
|
February 2005
Present
|
|
President, Springwell Corporation (March 1989
Present).
|
|
136
|
|
UGI Corporation (February 2006 Present) and UGI
Utilities, Inc. (February 2006 Present).
|
27
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Principal
|
|
Portfolios in
|
|
Other
|
|
|
Position(s)
|
|
Term of Office and
|
|
Occupation(s)
|
|
Fund Complex
|
|
Directorships/
|
|
|
Held with
|
|
Length of Time
|
|
During the Past
|
|
Overseen by
|
|
Trusteeships
|
Name, Address, and Age
|
|
Trust
|
|
Served(1)
|
|
Five Years
|
|
Trustee(2)
|
|
Held by Trustee
|
|
Trustees who are Interested Persons:
|
|
|
|
|
|
|
|
|
|
|
Robert W.
Crispin(5)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63
|
|
Trustee
|
|
October 2007
Present
|
|
Retired. Chairman and Chief Executive Officer, ING Investment
Management Co. (July 2001 December 2007).
|
|
136
|
|
Intact Financial Corporation (December 2004 Present).
|
Shaun P.
Mathews(3)(5)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54
|
|
Trustee
|
|
June 2006
Present
|
|
President and Chief Executive Officer, ING Investments,
LLC(6)
(November 2006 Present). Formerly, Head of ING
Mutual Funds and Investment Products (November 2004
November 2006).
|
|
178
|
|
ING Retirement Holdings, Inc. (September 1998
Present); ING Services Holding Company, Inc. (May
2000 Present); ING Financial Advisers,
LLC(8)
(April 2002 Present); Southland Life Insurance
Company (June 2002 Present); and ING Capital
Corporation, LLC and ING Funds Distributor,
LLC(7)
(December 2005 Present); ING Funds Services, LLC,
ING Investments, LLC and ING Pilgrim Funding, Inc. (March
2006 Present); and Directed Services, LLC (December
2006 Present).
|
|
|
|
(1) |
|
The Board is divided into three
classes, with the term of one class expiring at each annual
meeting of the Fund. At each annual meeting, one class of
Trustees is elected to a three-year term and serves until their
successors are duly elected and qualified. The tenure of each
Trustee is subject to the Boards retirement policy, which
states that each duly elected or appointed Trustee who is not an
interested person of the Fund, as defined in the
Investment Company Act of 1940, as amended (1940
Act) (Independent Trustees), shall retire from
service as a Trustee at the conclusion of the first regularly
scheduled meeting of the Board that is held after the Trustee
reaches the age of 72. A unanimous vote of the Board may extend
the retirement date of a Trustee for up to one year. An
extension may be permitted if the retirement would trigger a
requirement to hold a meeting of shareholders of the Fund under
applicable law, whether for purposes of appointing a successor
to the Trustee or if otherwise necessary under applicable law,
in which case the extension would apply until such time as the
shareholder meeting can be held or is no longer needed.
|
|
(2) |
|
For the purposes of this table
(except for Mr. Mathews),Fund Complex
means the following investment companies: ING Asia Pacific High
Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust;
ING Global Equity Dividend and Premium Opportunity Fund; ING
Global Advantage and Premium Opportunity Fund; ING
Infrastructure, Industrials, and Materials Fund; ING
International High Dividend Equity Income Fund; ING Investors
Trust; ING Mayflower Trust; 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
Variable Insurance Trust; and ING Variable Products Trust.
|
|
(3) |
|
For Mr. Mathews, the
Fund Complex also includes the following investment
companies: ING Series Fund, Inc.; ING Strategic Allocation
Portfolios, Inc.; ING Variable Funds; ING Variable Portfolios,
Inc.; ING Balanced Portfolio, Inc.; ING Intermediate Bond
Portfolio; and ING Money Market Portfolio.
|
|
(4) |
|
Mr. Boyer held a seat on the
Board of Directors of The Mark Twain House & Museum
from September 1989 to November 2005. ING Groep N.V. makes
non-material, charitable contributions to The Mark Twain
House & Museum.
|
|
(5) |
|
Messrs. Mathews and Crispin
are deemed to be interested persons of the Fund as
defined in the 1940 Act because of their relationship with ING
Groep, N.V., the parent corporation of the Manager, ING
Investment Manager.
|
|
(6) |
|
ING Investments, LLC was previously
named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC
is the successor in interest to ING Pilgrim Investments, Inc.,
which was previously known as Pilgrim Investments, Inc. and
before that was known as Pilgrim America Investments, Inc.
|
|
(7) |
|
ING Funds Distributor, LLC is the
successor in interest to ING Funds Distributor, Inc., which was
previously known as ING Pilgrim Securities, Inc., and before
that was known as Pilgrim Securities, Inc., and before that was
known as Pilgrim America Securities, Inc.
|
|
(8) |
|
ING Funds Services, LLC was
previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC
is the successor in interest to ING Pilgrim Group, Inc., which
was previously known as Pilgrim Group, Inc. and before that was
known as Pilgrim America Group, Inc.
|
28
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
With the Trust
|
|
Time
Served(1)
|
|
During the Past Five Years
|
|
Officers:
|
|
|
|
|
|
|
Shaun P.
Mathews(5)
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54
|
|
President and Chief Executive Officer
|
|
November 2006
Present
|
|
President and Chief Executive Officer, ING Investments, LLC
(November 2006 Present). Formerly, President, ING
Mutual Funds and Investment Products (November 2004
November 2006).
|
Michael J. Roland
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51
|
|
Executive Vice President
|
|
January 2005
Present
|
|
Head of Mutual Fund Platform (February 2007 Present)
and Executive Vice President, ING Investments,
LLC(2)
and ING Funds Services,
LLC(3)
(December 2001 Present). Formerly, Executive Vice
President, Head of Product Management (January 2005
January 2007); Chief Compliance Officer, ING Investments,
LLC(2)
and Directed Services
LLC(6)
(October 2004 December 2005).
|
Stanley D. Vyner
230 Park Avenue
New York, New York 10169
Age: 59
|
|
Executive Vice President and Chief Investment Risk Officer
|
|
January 2005
Present
September 2009
Present
|
|
Executive Vice President, ING Investments,
LLC(2)
(July 2000 Present) and Chief Investment Risk
Officer, ING Investments,
LLC(2)
(January 2003 Present).
|
Joseph M. ODonnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 55
|
|
Executive Vice President and Chief Compliance Officer
|
|
March 2006
Present
January 2005
Present
|
|
Chief Compliance Officer of the ING Funds (November
2004 Present); Executive Vice President of the ING
Funds (March 2006 Present); Chief Compliance Officer
of ING Investments,
LLC(2)
(March 2006 July 2008 and October 2009
Present); and Investment Advisor Chief Compliance Officer,
Directed Services
LLC(6)
(March 2006 July 2008 and October 2009
Present). Formerly, Investment Advisor Chief Compliance Officer,
ING Life Insurance and Annuity Company (March 2006
December 2006).
|
Todd Modic
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 42
|
|
Senior Vice President, Chief/ Principal Financial Officer and
Assistant Secretary
|
|
May 2005
Present
|
|
Senior Vice President, ING Funds Services,
LLC(3)
(March 2005 Present).
|
Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45
|
|
Senior Vice President
|
|
January 2005
Present
|
|
Senior Vice President, ING Investments,
LLC(2)
(October 2003 Present).
|
Robert Terris
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39
|
|
Senior Vice President
|
|
May 2006
Present
|
|
Senior Vice President, Head of Division Operations, ING Funds
Services,
LLC(3)
(May 2006 Present). Formerly, Vice President of
Administration, ING Funds Services,
LLC(3)
(October 2001 May 2006).
|
Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 42
|
|
Vice President and Treasurer
|
|
January 2005
Present
|
|
Vice President and Treasurer, ING Funds Services,
LLC(3)
(November 1995 Present) and ING Investments,
LLC(2)
(August 1997 Present).
|
Lauren D. Bensinger
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 56
|
|
Vice President
|
|
January 2005
Present
|
|
Vice President and Chief Compliance Officer, ING Funds
Distributor,
LLC(4)
(August 1995 Present); Vice President, ING
Investments,
LLC(2)
and ING Funds Services,
LLC(3)(February
1996 Present); and Director of Compliance, ING
Investments,
LLC(2)
(October 2004 Present).
|
29
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
With the Trust
|
|
Time
Served(1)
|
|
During the Past Five Years
|
|
William Evans
10 State House Square
Hartford, Connecticut 06103
Age: 37
|
|
Vice President
|
|
September 2007
Present
|
|
Vice President, Head of Mutual Fund Advisory Group (April
2007 Present). Formerly, Vice President,
U.S. Mutual Funds and Investment Products (May
2005 April 2007) and Senior Fund Analyst,
U.S. Mutual Funds and Investment Products (May
2002 May 2005).
|
Maria M. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51
|
|
Vice President
|
|
January 2005
Present
|
|
Vice President, ING Funds Services,
LLC(3)
(September 2004 Present).
|
Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 46
|
|
Vice President
|
|
January 2007
Present
|
|
Vice President, ING Funds Services, LLC (December
2006 Present). Formerly, Senior Vice President, UMB
Investment Services Group, LLC (November 2003
December 2006).
|
Kimberly K. Springer
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52
|
|
Vice President
|
|
March 2006
Present
|
|
Vice President, ING Funds Services,
LLC(3)
(March 2006 Present). Formerly, Assistant Vice
President, ING Funds Services,
LLC(3)
(August 2004 March 2006).
|
Craig Wheeler
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40
|
|
Assistant Vice President
|
|
May 2008
Present
|
|
Assistant Vice President Director of Tax, ING Funds
Services (March 2008 Present). Formerly, Tax
Manager, ING Funds Services (March 2005 March 2008).
|
Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 46
|
|
Secretary
|
|
January 2005
Present
|
|
Chief Counsel, ING Americas, U.S. Legal Services (September
2003 Present).
|
Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 47
|
|
Assistant Secretary
|
|
January 2005
Present
|
|
Senior Counsel, ING Americas, U.S. Legal Services (April
2008 Present). Formerly, Counsel, ING Americas,
U.S. Legal Services (April 2003 April 2008).
|
Kathleen Nichols
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 34
|
|
Assistant Secretary
|
|
May 2008
Present
|
|
Counsel, ING Americas, U.S. Legal Services (February
2008 Present). Formerly, Associate, Ropes &
Gray LLP (September 2005 February 2008)
|
|
|
|
(1) |
|
The officers hold office until the
next annual meeting of the Trustees and until their successors
shall have been elected and qualified.
|
|
(2) |
|
ING Investments, LLC was previously
named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC
is the successor in interest to ING Pilgrim Investments, Inc.,
which was previously known as Pilgrim Investments, Inc. and
before that was known as Pilgrim America Investments, Inc.
|
|
(3) |
|
ING Funds Services, LLC was
previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC
is the successor in interest to ING Pilgrim Group, Inc., which
was previously known as Pilgrim Group, Inc. and before that was
known as Pilgrim America Group, Inc.
|
|
(4) |
|
ING Funds Distributor, LLC is the
successor in interest to ING Funds Distributor, Inc., which was
previously known as ING Pilgrim Securities, Inc., and before
that was known as Pilgrim Securities, Inc., and before that was
known as Pilgrim America Securities, Inc.
|
|
(5) |
|
Mr. Mathews commenced services
as CEO and President of the ING Funds on November 11, 2006.
|
|
(6) |
|
Directed Services LLC is the
successor in interest to Directed Services, Inc.
|
30
BOARD
CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AND
SUB-ADVISORY CONTRACTS
Section 15(c) of the Investment Company Act of 1940, as
amended (the 1940 Act) provides that, after an
initial period, ING Global Equity Dividend and Premium
Opportunity Funds (the Fund) existing
investment advisory and sub-advisory contracts will remain in
effect only if the Board of Trustees (the Board) of
the Fund, including a majority of Board members who have no
direct or indirect interest in the advisory and sub-advisory
contracts, and who are not interested persons of the
Fund, as such term is defined under the 1940 Act (the
Independent Trustees), annually review and approve
them. Thus, at a meeting held on November 12, 2009, the
Board, including a majority of the Independent Trustees,
considered whether to renew the investment advisory contract
(the Advisory Contract) between ING Investments, LLC
(the Adviser) and the sub-advisory contract
(Sub-Advisory Contract) with ING Investment
Management Advisors B.V. (the Sub-Adviser).
The Independent Trustees also held separate meetings on October
13 and November 10, 2009 to consider the renewal of the
Advisory Contract and Sub-Advisory Contract. As a result,
subsequent references herein to factors considered and
determinations made by the Independent Trustees include, as
applicable, factors considered and determinations made on those
earlier dates by the Independent Trustees.
At its November 12, 2009 meeting, the Board voted to renew
the Advisory and Sub-Advisory Contracts for the Fund. In
reaching these decisions, the Board took into account
information furnished to it throughout the year at regular
meetings of the Board and the Boards committees, as well
as information prepared specifically in connection with the
annual renewal process. Determinations by the Independent
Trustees also took into account various factors that they
believed, in light of the legal advice furnished to them by
K&L Gates LLP (K&L Gates), their
independent legal counsel, and their own business judgment, to
be relevant. Further, while the Advisory Contract and
Sub-Advisory Contract were considered at the same Board meeting,
the Trustees considered the Funds advisory and
sub-advisory relationships separately.
Provided below is an overview of the Boards contract
approval process in general, as well as a discussion of certain
specific factors that the Board considered at its renewal
meeting. While the Board gave its attention to the information
furnished, at its request, that was most relevant to its
considerations, discussed below are a number of the primary
factors relevant to the Boards consideration as to whether
to renew the Advisory and Sub-Advisory Contracts for the
one-year period ending November 30, 2010. Each Board member
may have accorded different weight to the various factors in
reaching his or her conclusions with respect to the Funds
advisory and sub-advisory arrangements.
Overview of the
Contract Renewal and Approval Process
Several years ago, the Independent Trustees instituted a revised
process by which they seek and consider relevant information
when they decide whether to approve new or existing advisory and
sub-advisory arrangements for the investment companies in the
ING Funds complex under their jurisdiction, including the
Funds existing Advisory and Sub-Advisory Contracts. Among
other actions, the Independent Trustees: retained the services
of independent consultants with experience in the mutual fund
industry to assist the Independent Trustees in working with the
personnel employed by the Adviser or its affiliates who
administer the Fund (Management) to identify the
types of information presented to the Board to inform its
deliberations with respect to advisory and sub-advisory
relationships and to help evaluate that information; established
a specific format in which certain requested information is
provided to the Board; and determined the process for reviewing
such information in connection with advisory and sub-advisory
contract renewals and approvals. The end result was an enhanced
process which is currently employed by the Independent Trustees
to review and analyze information in connection with their
annual renewal of the ING Funds advisory and sub-advisory
contracts, as well as their review and approval of new advisory
relationships.
Since the current renewal and approval process was first
implemented, the Boards membership has changed
substantially through periodic retirements of some Trustees and
the appointment and election of new Trustees. In addition,
throughout this period the Independent Trustees have reviewed
and refined the renewal and approval process at least annually.
The Board also established a Contracts Committee and two
Investment Review Committees (IRCs), including the
International/Balanced/Fixed Income Funds Investment
31
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
Review Committee (the I/B/F IRC). Among other
matters, the Contracts Committee provides oversight with respect
to the contracts renewal process, and the Fund is assigned to
the I/B/F IRC, which provides oversight regarding, among other
matters, investment performance.
The type and format of the information provided to the Board or
to legal counsel for the Independent Trustees in connection with
the contract approval and renewal process has been codified in
the ING Funds 15(c) Methodology Guide. This Guide
was developed under the direction of the Independent
Trustees and sets out a blueprint pursuant to which the
Independent Trustees request certain information that they deem
important to facilitate an informed review in connection with
initial and annual approvals of advisory and sub-advisory
contracts.
Management provides certain of the information requested by the
15(c) Methodology Guide in Fund Analysis and
Comparison Tables (FACT sheets) prior to the
Independent Trustees review of advisory and sub-advisory
arrangements (including the Funds Advisory and
Sub-Advisory Contracts). The Independent Trustees previously
retained an independent firm to verify and test the accuracy of
certain FACT sheet data for a representative sample of funds in
the ING Funds complex. In addition, in 2007, 2008 and 2009, the
Contracts Committee employed the services of an independent
consultant to assist in its review and analysis of, among other
matters, the 15(c) Methodology Guide, the content and
format of the FACT sheets, and proposed Selected Peer Group of
investment companies (SPG) to be used by the Fund
for certain comparison purposes during the renewal process.
As part of an ongoing process, the Contracts Committee
recommends or considers recommendations from Management for
refinements to the 15(c) Methodology Guide and other
aspects of the review process, and the Boards IRCs,
including the I/B/F IRC, review benchmarks used to assess the
performance of the funds in the ING Funds complex. The IRCs may
apply a heightened level of scrutiny in cases where performance
has lagged an ING Funds relevant benchmark
and/or SPG.
The Board employed its process for reviewing contracts when
considering the renewals of the Funds Advisory and
Sub-Advisory Contracts that would be effective through
November 30, 2010. Set forth below is a discussion of many
of the Boards primary considerations and conclusions
resulting from this process.
Nature, Extent
and Quality of Service
In determining whether to approve the Advisory and Sub-Advisory
Contracts for the Fund for the year ending November 30,
2010, the Independent Trustees received and evaluated such
information as they deemed necessary regarding the nature,
extent and quality of services provided to the Fund by the
Adviser and Sub-Adviser. This included information regarding the
Adviser and Sub-Adviser provided throughout the year at regular
meetings of the Board and its committees, as well as information
furnished in connection with the contract renewal meetings.
The materials requested by and provided to the Board
and/or to
K&L Gates prior to the November 12, 2009 Board meeting
included, among other information, the following items for the
Fund: (1) FACT sheets that provided information regarding
the performance and expenses of the Fund and other similarly
managed funds in its SPG, as well as information regarding the
Funds investment portfolio, objective and strategies;
(2) reports providing risk and attribution analyses of the
Fund; (3) the 15(c) Methodology Guide, which
describes how the FACT sheets were prepared, including the
manner in which the Funds benchmark and SPG were selected
and how profitability was determined; (4) responses from
the Adviser and Sub-Adviser to a series of questions posed by
K&L Gates on behalf of the Trustees; (5) copies of the
forms of Advisory Contract and Sub-Advisory Contract;
(6) copies of the Forms ADV for the Adviser and
Sub-Adviser; (7) financial statements for the Adviser and
Sub-Adviser; (8) a draft of a narrative summary addressing
key factors the Board customarily considers in evaluating the
renewals of the ING Funds (including the Funds)
advisory contracts and sub-advisory contract, including a
written analysis for the Fund of how performance, fees and
expenses compare to its SPG and designated benchmark;
(9) independent analyses of Fund performance by the
Funds Chief Investment Risk Officer; (10) information
regarding net asset flows into and out of the Fund; and
(11) other information relevant to the Boards
evaluations.
The Funds common shares were used for purposes of certain
comparisons to the funds in its SPG. Common shares were selected
because they are the only Fund
32
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
class issued and outstanding. The common shares were compared to
the analogous class of shares for each fund in the SPG. The
mutual funds included in the Funds SPG were selected based
upon criteria designed to mirror the Fund share class being
compared to the SPG.
In arriving at its conclusions with respect to the Advisory
Contract, the Board was mindful of the
manager-of-managers platform of the ING Funds that
has been developed by Management. The Board also considered the
techniques that the Adviser has developed, at the Boards
direction, to screen and perform due diligence on the
sub-advisers that are recommended to the Board to manage the
investment portfolios of the funds in the ING Funds complex. The
Board noted the resources that the Adviser has committed to the
Board and the I/B/F IRC to assist the Board and the I/B/F IRC
with their assessment of the investment performance of the funds
in the ING Funds complex (including the Fund) on an ongoing
basis throughout the year. This includes the appointment of a
Chief Investment Risk Officer and his staff, who report directly
to the Board and who have developed attribution analyses and
other metrics used by the Boards IRCs to analyze the key
factors underlying investment performance for the funds in the
ING Funds complex. The Board also noted the techniques used by
the Adviser to monitor the performance of the Sub-Adviser.
In considering the Funds Advisory Contract, the Board also
considered the extent of benefits provided to the Funds
shareholders, beyond advisory services, from being part of the
ING family of funds. The Board also took into account the
Advisers efforts in recent years to reduce the expenses of
the ING Funds through renegotiated arrangements with the ING
Funds service providers. In addition, the Board considered
the efforts of the Adviser and the expenses that it incurred in
recent years to help make the ING Funds complex more efficient
by combinations of similar funds.
Further, the Board received periodic reports showing that the
investment policies and restrictions for the Fund were
consistently complied with and other periodic reports covering
matters such as compliance by Adviser and Sub-Adviser personnel
with codes of ethics. The Board considered reports from the
Funds Chief Compliance Officer (CCO)
evaluating whether the regulatory compliance systems and
procedures of the Adviser and Sub-Adviser are reasonably
designed to assure compliance with the federal securities laws,
including those related to, among others, late trading and
market timing, best execution, fair value pricing, proxy voting
and trade allocation practices. The Board also took into account
the CCOs annual and periodic reports and recommendations
with respect to service provider compliance programs. In this
regard, the Board also considered the policies and procedures
developed by the CCO in consultation with the Boards
Compliance Committee that guide the CCOs compliance
oversight function.
The Board reviewed the level of staffing, quality and experience
of the Funds portfolio management team. The Board took
into account the respective resources and reputations of the
Adviser and Sub-Adviser, and evaluated the ability of the
Adviser and Sub-Adviser to attract and retain qualified
investment advisory personnel. The Board also considered the
adequacy of the resources committed to the Fund (and other
relevant funds in the ING Funds complex) by the Adviser and
Sub-Adviser, and whether those resources are commensurate with
the needs of the Fund and are sufficient to sustain appropriate
levels of performance and compliance needs. In this regard, the
Board considered the financial stability of the Adviser and
Sub-Adviser.
Based on their deliberations and the materials presented to
them, the Board concluded that the advisory and related services
provided by the Adviser and Sub-Adviser are appropriate in light
of the Funds operations, the competitive landscape of the
investment company business, and investor needs, and that the
nature and quality of the overall services provided by the
Adviser and Sub-Adviser were appropriate.
Fund Performance
In assessing the advisory and sub-advisory relationships, the
Board placed emphasis on the net investment returns of the Fund.
While the Board considered the performance reports and
discussions with portfolio managers at Board and committee
meetings during the year, particular attention in assessing
performance was given to the FACT sheets furnished in connection
with the renewal process. The FACT sheet prepared for the Fund
included its investment performance compared to the Funds
Morningstar category median, Lipper category median, SPG and
primary benchmark. The FACT sheet performance data was as of
June 30, 2009. In addition,
33
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
the Board also considered at its November 12, 2009 meeting
certain additional data regarding performance and the
Funds asset level as of September 30, 2009.
The Funds performance was compared to its Morningstar
category median and its primary benchmark, a broad-based
securities market index that appears in the Funds
prospectus. With respect to Morningstar quintile rankings, the
first quintile represents the highest (best) performance and the
fifth quintile represents the lowest performance.
In considering whether to approve the renewal of the Advisory
and Sub-Advisory Contracts for the Fund, the Board considered
that, based on performance data for the periods ended
June 30, 2009: (1) the Fund outperformed its
Morningstar category median for the one-year and three-year
periods, and underperformed for the most recent calendar quarter
and year-to-date periods; (2) the Fund outperformed its
primary benchmark for the one-year and three-year periods, and
underperformed for the most recent calendar quarter and
year-to-date periods; and (3) the Fund is ranked in the
second quintile of its Morningstar category for the one-year
period, the fourth quintile for the most recent calendar quarter
and three-year periods, and the fifth (lowest) quintile for the
year-to-date period.
In analyzing this performance data, the Board took into account
Managements representations regarding the effect that the
Funds options-writing strategy had on its relative
investment performance.
Economies of
Scale
When evaluating the reasonableness of advisory fee rates, the
Board also considered whether economies of scale will be
realized by the Adviser as the Fund grows larger and the extent
to which any such economies are reflected in contractual fee
rates. In this regard, the Board considered the compensation
under an Advisory Contract with level fees that does not include
breakpoints, taking into account that the Fund is a closed-end
fund. The Board also considered the extent to which economies of
scale could be realized through waivers, reimbursements or
expense reductions.
In evaluating economies of scale, the Independent Trustees also
considered prior periodic management reports and industry
information on this topic, and the Independent Trustees who were
Board members at that time also considered a November 2006
evaluation and analysis presented to them by an independent
consultant regarding fee breakpoint arrangements and economies
of scale.
The Board also considered that the Fund had experienced material
declines in assets, especially during October 2008, due to
general market declines precipitated by the credit crises and
other generally adverse market developments. As a result of this
asset decline, the Board considered that there were fewer
opportunities to realize economies of scale.
Information
Regarding Services to Other Clients
The Board requested and considered information regarding the
nature of services and fee rates offered by the Adviser and
Sub-Adviser to other clients, including other registered
investment companies and institutional accounts. The Board also
noted that the fee rates charged to the Fund and other
institutional clients of the Adviser or the Sub-Adviser
(including other investment companies) may differ materially due
to, among other reasons: differences in services; different
regulatory requirements associated with registered investment
companies, such as the Fund, as compared to non-registered
investment company clients; market differences in fee rates that
existed when the Fund first was organized; differences in the
original sponsors of the Fund that now are managed by the
Adviser; investment capacity constraints that existed when
certain contracts were first agreed upon or that might exist at
present; and different pricing structures that are necessary to
be competitive in different marketing channels.
Fee Rates and
Profitability
The Board reviewed and considered the contractual investment
advisory fee rate payable by the Fund to the Adviser. The Board
also considered the contractual sub-advisory fee rates payable
by the Adviser to the Sub-Adviser for sub-advisory services for
the Fund. In addition, the Board considered fee waivers and
expense limitations applicable to the fees payable by the Fund.
The Board considered: (1) the fee structure of the Fund as
it relates to the services provided under the contracts; and
(2) the potential fall-out benefits to the Adviser and
Sub-Adviser and their respective affiliates from their
association with the Fund. For the Fund, the Board determined
that the fees payable to the Adviser and Sub-Adviser are
reasonable for the services that each performs, which
34
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
were considered in light of the nature and quality of the
services that each has performed and is expected to perform.
The Board considered information on revenues, costs and profits
realized by the Adviser, which was prepared by Management in
accordance with the allocation methodology (including related
assumptions) specified in the 15(c) Methodology Guide. In
analyzing the profitability of the Adviser in connection with
its services to the Fund, the Board took into account the
sub-advisory fee rate payable by the Adviser to the Sub-Adviser.
The Board also considered information that it requested and was
provided by Management with respect to the profitability of
service providers affiliated with the Adviser, as well as
information provided by the Sub-Adviser with respect to its
profitability. Further, the Board considered that the decline in
the Funds asset levels caused by recent adverse economic
conditions was likely to cause a similar decline in any profits
realized by the Adviser and Sub-Adviser.
In considering the fees payable under the Advisory and
Sub-Advisory Contracts for the Fund, the Board took into account
the factors described above and also considered: (1) the
fairness of the compensation under an Advisory Contract with
level fees that does not include breakpoints; and (2) the
pricing structure (including the expense ratio to be borne by
shareholders) of the Fund, as compared to its SPG, including
that: (a) the management fee (inclusive of a 0.10%
administration fee) for the Fund is below the median and equal
to the average management fees of the funds in its SPG; and
(b) the expense ratio for the Fund is below the median and
the average expense ratios of the funds in its SPG.
In analyzing this fee data, the Board took into account
Managements representations that closed-end funds have
unique distribution characteristics and their pricing structures
are highly driven by the market and competitive environment at
the time of their initial offering when their fee structures
were established.
The Board recognized that analysis of the Advisers
profitability is not an exact science and there is no uniform
methodology for determining profitability for this purpose. In
this context, the Board realized that Managements
calculations regarding its costs incurred in establishing the
infrastructure necessary for the Funds operations may not
be fully reflected in the expenses allocated to the Fund in
determining profitability, and that the information presented
may not portray all of the costs borne by Management or capture
Managements entrepreneurial risk associated with offering
and managing a mutual fund complex in the current regulatory and
market environment. In addition, the Board recognized that the
use of different methodologies for purposes of calculating
profit data can give rise to dramatically different profit and
loss results.
Conclusion
After its deliberation, the Board reached the following
conclusions: (1) the Funds management fee rate is
reasonable in the context of all factors considered by the
Board; (2) the Funds expense ratio is reasonable in
the context of all factors considered by the Board; (3) the
Funds performance is reasonable in the context of all
factors considered by the Board; and (4) the sub-advisory
fee rate payable by the Adviser to the Sub-Adviser is reasonable
in the context of all factors considered by the Board. Based on
these conclusions and other factors, the Board voted to renew
the Advisory and Sub-Advisory Contracts for the Fund for the
year ending November 30, 2010. During this renewal process,
different Board members may have given different weight to
different individual factors and related conclusions.
35
A special meeting of shareholders of ING Global Equity
Dividend and Premium Opportunity Fund was held June 25,
2009, at the offices of ING Funds, 7337 East Doubletree Ranch
Road, Scottsdale, AZ 85258.
A brief description of each matter voted upon as well as the
results are outlined below:
Matters:
To elect three members of the Board of Trustees to represent the
interests of the holders of Common Shares of the Fund, with all
three individuals to serve as Class I Trustees, for a term
of three-years, and until the election and qualification of
their successors.
Results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
Voted
|
|
|
|
|
|
|
|
|
Shares
|
|
Against
|
|
|
|
Total
|
|
|
|
|
Voted
|
|
or
|
|
Shares
|
|
Shares
|
|
|
Proposal
|
|
for
|
|
Withheld
|
|
Abstained
|
|
Voted
|
|
Class I Trustees
|
|
|
Colleen D. Baldwin
|
|
|
|
84,485,303.943
|
|
|
|
2,437,737.381
|
|
|
|
0
|
|
|
|
86,923,041.324
|
|
|
|
|
Robert W. Crispin
|
|
|
|
84,470,877.982
|
|
|
|
2,452,163.342
|
|
|
|
0
|
|
|
|
86,923,041.324
|
|
|
|
|
Peter S. Drotch
|
|
|
|
84,491,193.224
|
|
|
|
2,431,848.100
|
|
|
|
0
|
|
|
|
86,923,041.324
|
|
36
During the period, there were no material changes in the
Funds investment objective or policies that were not
approved by the shareholders or the Funds charter or
by-laws or in the principal risk factors associated with
investment in the Fund. There have been no changes in the
persons who are primarily responsible for the day-to-day
management of the Funds portfolio.
During the fiscal year, the Fund reduced its
monthly distribution from $0.156 to $0.125 per month,
commencing with the distribution paid on December 15, 2009.
Dividend
Reinvestment Plan
Unless the registered owner of Common Shares elects to receive
cash by contacting BNY (the Plan Agent), all
dividends declared on Common Shares of the Fund will be
automatically reinvested by the Plan Agent for shareholders in
additional Common Shares of the Fund through the Funds
Dividend Reinvestment Plan (the Plan). Shareholders
who elect not to participate in the Plan will receive all
dividends and other distributions in cash paid by check mailed
directly to the shareholder of record (or, if the Common Shares
are held in street or other nominee name, then to such nominee)
by the Plan Agent. Participation in the Plan is completely
voluntary and may be terminated or resumed at any time without
penalty by notice if received and processed by the Plan Agent
prior to the dividend record date; otherwise such termination or
resumption will be effective with respect to any subsequently
declared dividend or other distribution. Some brokers may
automatically elect to receive cash on your behalf and may
re-invest
that cash in additional Common Shares of the Fund for you. If
you wish for all dividends declared on your Common Shares of the
Fund to be automatically reinvested pursuant to the Plan, please
contact your broker.
The Plan Agent will open an account for each Common Shareholder
under the Plan in the same name in which such Common
Shareholders Common Shares are registered. Whenever the
Fund declares a dividend or other distribution (together, a
Dividend) payable in cash,
non-participants
in the Plan will receive cash and participants in the Plan will
receive the equivalent in Common Shares. The Common Shares will
be acquired by the Plan Agent for the participants
accounts, depending upon the circumstances described below,
either (i) through receipt of additional unissued but
authorized Common Shares from the Fund (Newly Issued
Common Shares) or (ii) by purchase of outstanding
Common Shares on the open market (Open-Market
Purchases) on the NYSE or elsewhere. Open-market purchases
and sales are usually made through a broker affiliated with the
Plan Agent.
If, on the payment date for any Dividend, the closing market
price plus estimated brokerage commissions per Common Share is
equal to or greater than the net asset value per Common Share,
the Plan Agent will invest the Dividend amount in Newly Issued
Common Shares on behalf of the participants. The number of Newly
Issued Common Shares to be credited to each participants
account will be determined by dividing the dollar amount of the
Dividend by the net asset value per Common Share on the payment
date; provided that, if the net asset value is less than or
equal to 95% of the closing market value on the payment date,
the dollar amount of the Dividend will be divided by 95% of the
closing market price per Common Share on the payment date. If,
on the payment date for any Dividend, the net asset value per
Common Share is greater than the closing market value plus
estimated brokerage commissions, the Plan Agent will invest the
Dividend amount in Common Shares acquired on behalf of the
participants in Open-Market Purchases. In the event of a market
discount on the payment date for any Dividend, the Plan Agent
will have until the last business day before the next date on
which the Common Shares trade on an
ex-dividend
basis or 30 days after the payment date for such Dividend,
whichever is sooner (the Last Purchase Date), to
invest the Dividend amount in Common Shares acquired in
Open-Market Purchases.
It is contemplated that the Fund will pay monthly Dividends.
Therefore, the period during which Open-Market Purchases can be
made will exist only from the payment date of each Dividend
through the date before the next
ex-dividend
date, which typically will be approximately ten days.
If, before the Plan Agent has completed its Open-Market
Purchases, the market price per common share exceeds the net
asset value per Common Share, the average per Common Share
purchase price paid by the Plan Administrator may exceed the net
asset value of the Common Shares, resulting in the acquisition
of fewer Common Shares than if the Dividend had been paid in
Newly Issued Common Shares on the Dividend payment date. Because
of the foregoing difficulty with respect to Open-Market
Purchases, the Plan provides that if the Plan Agent is unable to
invest the full Dividend amount in Open-Market Purchases during
the purchase period or if the market discount shifts to a market
premium during the purchase period, the Plan Agent will cease
making Open-Market Purchases and will invest the
un-invested
portion of the Dividend
37
ADDITIONAL
INFORMATION (Unaudited)
(continued)
amount in Newly Issued Common Shares at the net asset value per
common share at the close of business on the Last Purchase Date
provided that, if the net asset value is less than or equal to
95% of the then current market price per Common Share, the
dollar amount of the Dividend will be divided by 95% of the
market price on the payment date.
The Plan Agent maintains all shareholders accounts in the
Plan and furnishes written confirmation of all transactions in
the accounts, including information needed by shareholders for
tax records. Common Shares in the account of each Plan
participant will be held by the Plan Agent on behalf of the Plan
participant, and each shareholder proxy will include those
shares purchased or received pursuant to the Plan. The Plan
Agent will forward all proxy solicitation materials to
participants and vote proxies for shares held under the Plan in
accordance with the instructions of the participants.
In the case of shareholders such as banks, brokers or nominees
which hold shares for others who are the beneficial owners, the
Plan Agent will administer the Plan on the basis of the number
of Common Shares certified from time to time by the record
shareholders name and held for the account of beneficial
owners who participate in the Plan.
There will be no brokerage charges with respect to Common Shares
issued directly by the Fund. However, each participant will pay
a pro rata share of brokerage commissions incurred in connection
with Open-Market Purchases. The automatic reinvestment of
Dividends will not relieve participants of any federal, state or
local income tax that may be payable (or required to be
withheld) on such Dividends. Participants that request a partial
or full sale of shares through the Plan Agent are subject to a
$15.00 sales fee and a $0.10 per share brokerage
commission on purchases or sales, and may be subject to certain
other service charges.
The Fund reserves the right to amend or terminate the Plan.
There is no direct service charge to participants with regard to
purchases in the Plan; however, the Fund reserves the right to
amend the Plan to include a service charge payable by the
participants.
All questions concerning the Plan should be directed to the
Funds Shareholder Service Department at
(800) 992-0180.
Key Financial
Dates Calendar 2010 Distributions:
|
|
|
|
|
Declaration Date
|
|
Ex-Dividend Date
|
|
Payable Date
|
|
January 15, 2010
|
|
February 1, 2010
|
|
February 16, 2010
|
February 16, 2010
|
|
March 1, 2010
|
|
March 15, 2010
|
March 15, 2010
|
|
April 1, 2010
|
|
April 15, 2010
|
April 15, 2010
|
|
May 3, 2010
|
|
May 17, 2010
|
May 17, 2010
|
|
June 1, 2010
|
|
June 15, 2010
|
June 15, 2010
|
|
July 1, 2010
|
|
July 15, 2010
|
July 15, 2010
|
|
August 2, 2010
|
|
August 16, 2010
|
August 16, 2010
|
|
September 1, 2010
|
|
September 15, 2010
|
September 15, 2010
|
|
October 1, 2010
|
|
October 15, 2010
|
October 15, 2010
|
|
November 1, 2010
|
|
November 15, 2010
|
November 15, 2010
|
|
December 1, 2010
|
|
December 15, 2010
|
December 15, 2010
|
|
December 29, 2010
|
|
January 17, 2011
|
Record date will be two business days after each
Ex-Dividend
Date. These dates are subject to change.
Stock
Data
The Funds common shares are traded on the NYSE
(Symbol: IGD).
Repurchase of
Securities by Closed-End Companies
In accordance with Section 23(c) of the 1940 Act, and
Rule 23c-1
under the 1940 Act the Fund may from time to time purchase
shares of beneficial interest of the Fund in the open market, in
privately negotiated transactions and/or purchase shares to
correct erroneous transactions.
Number of
Shareholders
The approximate number of record holders of Common Stock as of
February 28, 2010 was 79,306, which does not include
beneficial owners of shares held in the name of brokers of other
nominees.
Certifications
In accordance with Section 303A.12 (a) of the New York
Stock Exchange Listed Company Manual, the Funds CEO
submitted the Annual CEO Certification on May 26, 2009
certifying that he was not aware, as of that date, of any
violation by the Fund of the NYSEs Corporate governance
listing standards. In addition, as required by Section 302
of the Sarbanes-Oxley Act of 2002 and related SEC rules,
the Funds principal executive and financial officers have
made quarterly certifications, included in filings with the SEC
on
Forms N-CSR
and N-Q,
relating to, among other things, the Funds disclosure
controls and procedures and internal controls over financial
reporting.
38
Investment Adviser
ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258
Administrator
ING Funds Services, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258
Transfer Agent
BNY Mellon Shareowner Services
480 Washington Boulevard
Jersey City, NJ 07310-1900
Independent Registered
Public
Accounting Firm
KPMG LLP
99 High Street
Boston, Massachusetts 02110
Custodian
The Bank of New York Mellon
One Wall Street
New York, New York 10286
Legal Counsel
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006
Toll-Free
Shareholder Information
Call us from 9:00 a.m. to
7:00 p.m. Eastern time on any business day for account or
other information, at (800) 992-0180
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 Registrants 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 and Peter S. Drotch
are audit committee financial experts,
as defined in Item 3 of Form
N-CSR. Mr.
Earley and Mr. Drotch 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 registrants 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 $22,000 for the year ended
February 28, 2010 and $22,000 for the year ended
February 28, 2009. |
|
(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 registrants financial
statements and are not reported under paragraph (a) of this
item were $2,150 for the year ended February 28, 2010 and $4,225
for the year ended February 28, 2009. |
|
(c) |
|
Tax Fees: The aggregate fees billed in each the last two fiscal years for professional services rendered by KPMG
for tax compliance, tax advice, and tax planning were $8,825 in the year ended February 28, 2010 and $6,262 in the year ended February 28, 2009. 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 all other fees were $2,500 for the year
ended February 28, 2010 and $5,000 for the year ended February 28, 2009. |
|
(e)(1) |
|
Audit Committee Pre-Approval Policies and Procedures |
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 Committees specific
pre-approval.
For both types of approval, the Committee considers whether the subject services are consistent
with the SECs 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 Committees 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 Committees duty to pre-approve services performed by the
Funds independent auditors.
II. Audit Services
The annual audit services engagement terms and fees are subject to the Committees 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 Committees view, impair auditor
independence and that are consistent with the SECs 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
2
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 SECs prohibited non-audit services is attached to this Policy as Appendix E. The
SECs 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 SECs 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 Committees 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 Funds 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.
3
VIII. Delegation
The Committee may delegate pre-approval authority to one or more of the Committees 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.
4
Last Approved: November 13, 2008
5
Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2009 through December 31,
2009
Service
|
|
|
|
|
|
|
The Fund(s) |
|
Fee Range |
Statutory audits or
financial audits (including
tax services associated
with audit services)
|
|
Ö
|
|
As presented to Audit
Committee1 |
|
|
|
|
|
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.
|
|
Ö
|
|
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.
|
|
Ö
|
|
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
|
|
Ö
|
|
Not to exceed $12,600 per
audit |
|
|
|
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. |
6
Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2009 through December
31, 2009
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)
|
|
Ö
|
|
Ö
|
|
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.]
|
|
Ö
|
|
|
|
Not to exceed
$5,000 per
occurrence during
the Pre-Approval
Period |
|
|
|
|
|
|
|
Review of the Funds
semi-annual financial
statements
|
|
Ö
|
|
|
|
Not to exceed
$2,200 per set of
financial
statements per fund |
|
|
|
|
|
|
|
Reports to regulatory or
government agencies related to
the annual engagement
|
|
Ö
|
|
|
|
Up to $5,000 per
occurrence during
the Pre-Approval
Period |
|
|
|
|
|
|
|
Regulatory compliance assistance
|
|
Ö
|
|
Ö
|
|
Not to exceed
$5,000 per quarter |
|
|
|
|
|
|
|
Training courses
|
|
|
|
Ö
|
|
Not to exceed
$2,000 per course |
|
|
|
|
|
|
|
For Prime Rate Trust, agreed
upon procedures for quarterly
reports to rating agencies
|
|
Ö
|
|
|
|
Not to exceed
$9,450 per quarter |
|
|
|
|
|
|
|
For Prime Rate Trust and Senior
Income Fund, agreed upon
procedures for the Revolving
Credit and Security Agreement
with Citigroup
|
|
Ö
|
|
|
|
Not to exceed
$21,000 per fund
per year |
7
Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2009 through December 31, 2009
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
|
|
Ö
|
|
|
|
As presented to Audit
Committee2 |
|
|
|
|
|
|
|
Review of IRC
Sections 851(b) and
817(h)
diversification
testing on a
real-time basis
|
|
Ö
|
|
|
|
As presented to Audit
Committee2 |
|
|
|
|
|
|
|
Assistance and
advice regarding
year-end reporting
for 1099s
|
|
Ö
|
|
|
|
As presented to Audit
Committee2 |
|
|
|
|
|
|
|
Tax assistance and
advice regarding
statutory,
regulatory or
administrative
developments
|
|
Ö
|
|
Ö
|
|
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. |
8
Appendix C, continued
Service
|
|
|
|
|
|
|
|
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Tax training courses
|
|
|
|
Ö
|
|
Not to exceed
$2,000 per course
during the
Pre-Approval Period |
|
|
|
|
|
|
|
Tax services associated with Fund mergers
|
|
Ö
|
|
Ö
|
|
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.
|
|
Ö
|
|
|
|
Not to exceed
$120,000 during the
Pre-Approval Period |
9
Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2009 through December 31,
2009
Service
|
|
|
|
|
|
|
|
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Agreed-upon
procedures for
Class B share 12b-1
programs
|
|
|
|
Ö
|
|
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.
|
|
Ö
|
|
Ö
|
|
Not to exceed
$5,000 per Fund
during the
Pre-Approval Period |
|
|
|
|
|
|
|
Agreed upon
procedures for 15
(c) FACT Books
|
|
Ö
|
|
|
|
Not to exceed
$35,000 during the
Pre-Approval Period |
10
Appendix E
Prohibited Non-Audit Services
Dated: January 1, 2009
|
|
|
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 |
11
EXHIBIT A
ING EQUITY TRUST
ING FUNDS TRUST
ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
ING RISK MANAGED NATURAL RESOURCES FUND
ING INVESTORS TRUST
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PARTNERS, INC.
ING PRIME RATE TRUST
ING SENIOR INCOME FUND
ING SEPARATE PORTFOLIOS TRUST
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS
(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 registrants accountant for services
rendered to the registrant, and rendered to the registrants investment adviser, and any
entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant
were $2,011,031 for the
year ended February 28, 2010 and $1,637,485 for year ended
February 28, 2009. |
|
(h) |
|
Principal Accountants Independence: The Registrants Audit committee has
considered whether the provision of
non-audit services that were rendered to the registrants 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 KPMGs independence. |
Item 5. Audit Committee of Listed Registrants.
a. |
|
The registrant has a separately-designated
standing audit committee. The members are J.
Michael Earley, Patricia W. Chadwick and Peter S. Drotch. |
Item 6. Schedule of Investments
Schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
companies.
ING FUNDS
PROXY VOTING PROCEDURES AND GUIDELINES
Effective Date: July 10, 2003
Revision Date: March 25, 2010
I. INTRODUCTION
The following are the Proxy Voting Procedures and Guidelines (the Procedures and Guidelines) of
the ING Funds set forth on Exhibit 1 attached hereto and each portfolio or series thereof, except
for any Sub-Adviser-Voted Series identified on Exhibit 1 and further described in Section III
below (each non-Sub-Adviser-Voted Series hereinafter referred to as a Fund and collectively, the
Funds). The purpose of these Procedures and Guidelines is to set forth the process by which each
Fund subject to these Procedures and Guidelines will vote proxies related to the equity assets in
its investment portfolio (the portfolio securities). The term proxies as used herein shall
include votes in connection with annual and special meetings of equity stockholders but not those
regarding bankruptcy matters and/or plans of reorganization. The Procedures and Guidelines have
been approved by the Funds Boards of Trustees/Directors1 (each a Board and
collectively, the Boards), including a majority of the independent Trustees/Directors2
of the Board. These Procedures and Guidelines may be amended only by the Board. The Board shall
review these Procedures and Guidelines at its discretion, and make any revisions thereto as deemed
appropriate by the Board.
II. COMPLIANCE COMMITTEE
The Boards hereby delegate to the Compliance Committee of each Board (each a Committee and
collectively, the Committees) the authority and responsibility to oversee the implementation of
these Procedures and Guidelines, and where applicable, to make determinations on behalf of the
Board with respect to the voting of proxies on behalf of each Fund. Furthermore, the Boards hereby
delegate to each Committee the authority to review and approve material changes to proxy voting
procedures of any Funds investment adviser (the Adviser). The Proxy Voting Procedures of the
Adviser (the Adviser Procedures) are attached hereto as Exhibit 2. Any determination regarding
the voting of proxies of each Fund
|
|
|
1 |
|
Reference in these Procedures to one or more
Funds shall, as applicable, mean those Funds that are under the jurisdiction of
the particular Board or Compliance Committee at issue. No provision in these
Procedures is intended to impose any duty upon the particular Board or
Compliance Committee with respect to any other Fund. |
|
2 |
|
The independent Trustees/Directors are those
Board members who are not interested persons of the Funds within the meaning
of Section 2(a)(19) of the Investment Company Act of 1940. |
Effective Date: 07/10/03
Revision Date: 03/25/10
that is made by a Committee, or any member thereof, as permitted herein, shall be deemed to be a
good faith determination regarding the voting of proxies by the full Board. Each Committee may
rely on the Adviser through the Agent, Proxy Coordinator and/or Proxy Group (as such terms are
defined for purposes of the Adviser Procedures) to deal in the first instance with the application
of these Procedures and Guidelines. Each Committee shall conduct itself in accordance with its
charter.
III. DELEGATION OF VOTING AUTHORITY
Except as otherwise provided for herein, the Board hereby delegates to the Adviser to each Fund the
authority and responsibility to vote all proxies with respect to all portfolio securities of the
Fund in accordance with then current proxy voting procedures and guidelines that have been approved
by the Board. The Board may revoke such delegation with respect to any proxy or proposal, and
assume the responsibility of voting any Fund proxy or proxies as it deems appropriate.
Non-material amendments to the Procedures and Guidelines may be approved for immediate
implementation by the President or Chief Financial Officer of a Fund, subject to ratification at
the next regularly scheduled meeting of the Compliance Committee.
A Board may elect to delegate the voting of proxies to the Sub-Adviser of a portfolio or series of
the ING Funds. In so doing, the Board shall also approve the Sub-Advisers proxy policies for
implementation on behalf of such portfolio or series (a Sub-Adviser-Voted Series).
Sub-Adviser-Voted Series shall not be covered under these Procedures and Guidelines but rather
shall be covered by such Sub-Advisers proxy policies, provided that the Board, including a
majority of the independent Trustees/Directors1, has approved them on behalf of such
Sub-Adviser-Voted Series, and ratifies any subsequent changes at the next regularly scheduled
meeting of the Compliance Committee and the Board.
When a Fund participates in the lending of its securities and the securities are on loan at record
date, proxies related to such securities will not be forwarded to the Adviser by the Funds
custodian and therefore will not be voted. However, the Adviser shall use best efforts to recall
or restrict specific securities from loan for the purpose of facilitating a material vote as
described in the Adviser Procedures.
Funds that are funds-of-funds will echo vote their interests in underlying mutual funds, which
may include ING Funds (or portfolios or series thereof) other than those set forth on Exhibit 1
attached hereto. This means that, if the fund-of-funds must vote on a proposal with respect to an
underlying investment company, the fund-of-funds will vote its interest in that underlying fund in
the same proportion all other shareholders in the investment company voted their interests.
A fund that is a feeder fund in a master-feeder structure does not echo vote. Rather, it passes
votes requested by the underlying master fund to its shareholders. This means that, if the feeder
|
|
|
1 |
|
The independent Trustees/Directors are those
Board members who are not interested persons of the Funds within the meaning
of Section 2(a)(19) of the Investment Company Act of 1940. |
2
fund is solicited by the master fund, it will request instructions from its own shareholders,
either directly or, in the case of an insurance-dedicated Fund, through an insurance product or
retirement plan, as to the manner in which to vote its interest in an underlying master fund.
When a Fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by
the master fund will be voted pursuant to the master funds proxy voting policies and procedures.
As such, and except as otherwise noted herein with respect to vote reporting requirements, feeder
Funds shall not be subject to these Procedures and Guidelines.
IV. APPROVAL AND REVIEW OF PROCEDURES
Each Funds Adviser has adopted proxy voting procedures in connection with the voting of portfolio
securities for the Funds as attached hereto in Exhibit 2. The Board hereby approves such
procedures. All material changes to the Adviser Procedures must be approved by the Board or the
Compliance Committee prior to implementation; however, the President or Chief Financial Officer of
a Fund may make such non-material changes as they deem appropriate, subject to ratification by the
Board or the Compliance Committee at its next regularly scheduled meeting.
V. VOTING PROCEDURES AND GUIDELINES
The Guidelines that are set forth in Exhibit 3 hereto specify the manner in which the Funds
generally will vote with respect to the proposals discussed therein.
Unless otherwise noted, the defined terms used hereafter shall have the same meaning as defined in
the Adviser Procedures
A. Routine Matters
The Agent shall be instructed to submit a vote in accordance with the Guidelines where such
Guidelines provide a clear For, Against, Withhold or Abstain on a proposal.
However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator
for instructions as if it were a matter requiring case-by-case consideration under
circumstances where the application of the Guidelines is unclear, it appears to involve
unusual or controversial issues, or an Investment Professional (as such term is defined for
purposes of the Adviser Procedures) recommends a vote contrary to the Guidelines.
B. Matters Requiring Case-by-Case Consideration
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and
voting recommendation to the Proxy Coordinator where the Guidelines have noted
case-by-case consideration.
Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional
research from the Agent, Investment Professional(s), as well as from any other source or
service.
3
Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with
standing instructions to vote in accordance with the Agents recommendation, the Proxy
Coordinator will forward the Agents analysis and recommendation and/or any research
obtained from the Investment Professional(s), the Agent or any other source to the Proxy
Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it
deems necessary.
The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all
matters requiring its consideration. In the event quorum requirements cannot be timely met
in connection with a voting deadline, it shall be the policy of the Funds to vote in
accordance with the Agents recommendation, unless the Agents recommendation is deemed to
be conflicted as provided for under the Adviser Procedures, in which case no action shall be
taken on such matter (i.e., a Non-Vote).
|
1. |
|
Within-Guidelines Votes: Votes in Accordance with a Funds
Guidelines and/or, where applicable, Agent Recommendation |
In the event the Proxy Group, and where applicable, any Investment Professional
participating in the voting process, recommend a vote Within Guidelines, the Proxy
Group will instruct the Agent, through the Proxy Coordinator, to vote in this
manner. Except as provided for herein, no Conflicts Report (as such term is defined
for purposes of the Adviser Procedures) is required in connection with
Within-Guidelines Votes.
|
2. |
|
Non-Votes: Votes in Which No Action is Taken |
The Proxy Group may recommend that a Fund refrain from voting under circumstances
including, but not limited to, the following: (1) if the economic effect on
shareholders interests or the value of the portfolio holding is indeterminable or
insignificant, e.g., proxies in connection with fractional shares, securities no
longer held in the portfolio of an ING Fund or proxies being considered on behalf of
a Fund that is no longer in existence; or (2) if the cost of voting a proxy
outweighs the benefits, e.g., certain international proxies, particularly in cases
in which share blocking practices may impose trading restrictions on the relevant
portfolio security. In such instances, the Proxy Group may instruct the Agent,
through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide
the Proxy Coordinator with standing instructions on parameters that would dictate a
Non-Vote without the Proxy Groups review of a specific proxy. It is noted a
Non-Vote determination would generally not be made in connection with voting rights
received pursuant to class action participation; while a Fund may no longer hold the
security, a continuing economic effect on shareholders interests is likely.
4
Reasonable efforts shall be made to secure and vote all other proxies for the Funds,
but, particularly in markets in which shareholders rights are limited, Non-Votes
may also occur in connection with a Funds related inability to timely access
ballots or other proxy information in connection with its portfolio securities.
Non-Votes may also result in certain cases in which the Agents recommendation has
been deemed to be conflicted, as described in V.B. above and V.B.4. below.
|
3. |
|
Out-of-Guidelines Votes: Votes Contrary to Procedures and
Guidelines, or Agent Recommendation, where applicable, Where No Recommendation
is Provided by Agent, or Where Agents Recommendation is Conflicted |
If the Proxy Group recommends that a Fund vote contrary to the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, if the Agent has
made no recommendation on a matter and the Procedures and Guidelines are silent, or
the Agents recommendation on a matter is deemed to be conflicted as provided for
under the Adviser Procedures, the Proxy Coordinator will then request that all
members of the Proxy Group, including any members who abstained from voting on the
matter or were not in attendance at the meeting at which the relevant proxy is being
considered, and each Investment Professional participating in the voting process
complete a Conflicts Report (as such term is defined for purposes of the Adviser
Procedures). As provided for in the Adviser Procedures, the Proxy Coordinator shall
be responsible for identifying to Counsel potential conflicts of interest with
respect to the Agent.
If Counsel determines that a conflict of interest appears to exist with respect to
the Agent, any member of the Proxy Group or the participating Investment
Professional(s), the Proxy Coordinator will then contact the Compliance Committee(s)
and forward to such Committee(s) all information relevant to their review, including
the following materials or a summary thereof: the applicable Procedures and
Guidelines, the recommendation of the Agent, where applicable, the recommendation of
the Investment Professional(s), where applicable, any resources used by the Proxy
Group in arriving at its recommendation, the Conflicts Report and any other written
materials establishing whether a conflict of interest exists, and findings of
Counsel (as such term is defined for purposes of the Adviser Procedures). Upon
Counsels finding that a conflict of interest exists with respect to one or more
members of the Proxy Group or the Advisers generally, the remaining members of the
Proxy Group shall not be required to complete a Conflicts Report in connection with
the proxy.
If Counsel determines that there does not appear to be a conflict of interest with
respect to the Agent, any member of the Proxy Group or the participating Investment
Professional(s), the Proxy Coordinator will instruct the Agent to vote the proxy as
recommended by the Proxy Group.
5
|
4. |
|
Referrals to a Funds Compliance Committee |
A Funds Compliance Committee may consider all recommendations, analysis, research
and Conflicts Reports provided to it by the Agent, Proxy Group and/or Investment
Professional(s), and any other written materials used to establish whether a
conflict of interest exists, in determining how to vote the proxies referred to the
Committee. The Committee will instruct the Agent through the Proxy Coordinator how
to vote such referred proposals.
The Proxy Coordinator shall use best efforts to timely refer matters to a Funds
Committee for its consideration. In the event any such matter cannot be timely
referred to or considered by the Committee, it shall be the policy of the Funds to
vote in accordance with the Agents recommendation, unless the Agents
recommendation is conflicted on a matter, in which case no action shall be taken on
such matter (i.e., a Non-Vote).
The Proxy Coordinator will maintain a record of all proxy questions that have been
referred to a Funds Committee, all applicable recommendations, analysis, research
and Conflicts Reports.
VI. CONFLICTS OF INTEREST
In all cases in which a vote has not been clearly determined in advance by the Procedures and
Guidelines or for which the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has
determined that a conflict of interest appears to exist with respect to the Agent, any member of
the Proxy Group, or any Investment Professional participating in the voting process, the proposal
shall be referred to the Funds Committee for determination so that the Adviser shall have no
opportunity to vote a Funds proxy in a situation in which it or the Agent may be deemed to have a
conflict of interest. In the event a member of a Funds Committee believes he/she has a conflict
of interest that would preclude him/her from making a voting determination in the best interests of
the beneficial owners of the applicable Fund, such Committee member shall so advise the Proxy
Coordinator and recuse himself/herself with respect to determinations regarding the relevant proxy.
VII. REPORTING AND RECORD RETENTION
Annually in August, each Fund will post its proxy voting record, or a link thereto, for the prior
one-year period ending on June 30th on the ING Funds website. The proxy voting record
for each Fund will also be available on Form N-PX in the EDGAR database on the SECs website. For
any Fund that is a feeder in a master/feeder structure, no proxy voting record related to the
portfolio securities owned by the master fund will be posted on the ING Funds website or included
in the Funds Form N-PX; however, a cross-reference to the master funds proxy voting record as
filed in the SECs EDGAR database will be included in the Funds Form N-PX and posted on the ING
Funds website. If any feeder fund was solicited for vote by its underlying
6
master fund during the reporting period, a record of the votes cast by means of the pass-through
process described in Section III above will be included on the ING Funds website and in the Funds
Form N-PX.
7
EXHIBIT 1
to the
ING Funds
Proxy Voting Procedures
ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND
ING EQUITY TRUST
ING FUNDS TRUST
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND
ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
ING INVESTORS TRUST1
ING MAYFLOWER TRUST
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 VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
|
|
|
1 |
|
Sub-Adviser-Voted Series: ING Franklin Mutual
Shares Portfolio |
EXHIBIT 2
to the
ING Funds
Proxy Voting Procedures
ING INVESTMENTS, LLC,
ING INVESTMENT MANAGEMENT CO.
AND
DIRECTED SERVICES LLC
PROXY VOTING PROCEDURES
I. INTRODUCTION
ING Investments, LLC, ING Investment Management Co. and Directed Services LLC (each an Adviser
and collectively, the Advisers) are the investment advisers for the registered investment
companies and each series or portfolio thereof (each a Fund and collectively, the Funds)
comprising the ING family of funds. As such, the Advisers have been delegated the authority to
vote proxies with respect to securities for certain Funds over which they have day-to-day portfolio
management responsibility.
The Advisers will abide by the proxy voting guidelines adopted by a Funds respective Board of
Directors or Trustees (each a Board and collectively, the Boards) with regard to the voting of
proxies unless otherwise provided in the proxy voting procedures adopted by a Funds Board.
In voting proxies, the Advisers are guided by general fiduciary principles. Each must act
prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers
will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will
vote proxies in the manner that it believes will do the most to maximize shareholder value.
The following are the Proxy Voting Procedures of ING Investments, LLC, ING Investment Management
Co. and Directed Services LLC (the Adviser Procedures) with respect to the voting of proxies on
behalf of their client Funds as approved by the respective Board of each Fund.
Unless otherwise noted, best efforts shall be used to vote proxies in all instances.
II. ROLES AND RESPONSIBILITIES
A. Proxy Coordinator
The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting
of each Funds proxies in accordance with the ING Funds Proxy Voting Procedures and
Guidelines (the Procedures or Guidelines and collectively the Procedures and
Guidelines). The Proxy Coordinator is authorized to direct the Agent to vote a Funds
proxy in accordance with the Procedures and Guidelines unless the Proxy Coordinator receives
a recommendation from an Investment Professional (as described below) to vote contrary to
the Procedures and Guidelines. In such event, and in connection with proxy proposals
requiring case-by-case consideration (except in cases in which the Proxy Group has
previously provided the Proxy Coordinator with standing instructions to vote in accordance
with the Agents recommendation), the Proxy Coordinator will call a meeting of the Proxy
Group (as described below).
Responsibilities assigned herein to the Proxy Coordinator, or activities in support thereof,
may be performed by such members of the Proxy Group or employees of the Advisers affiliates
as are deemed appropriate by the Proxy Group.
Unless specified otherwise, information provided to the Proxy Coordinator in connection with
duties of the parties described herein shall be deemed delivered to the Advisers.
B. Agent
An independent proxy voting service (the Agent), as approved by the Board of each Fund,
shall be engaged to assist in the voting of Fund proxies for publicly traded securities
through the provision of vote analysis, implementation, recordkeeping and disclosure
services. The Agent is ISS Governance Services, a unit of RiskMetrics Group, Inc. The
Agent is responsible for coordinating with the Funds custodians to ensure that all proxy
materials received by the custodians relating to the portfolio securities are processed in a
timely fashion. To the extent applicable, the Agent is required to vote and/or refer all
proxies in accordance with these Adviser Procedures. The Agent will retain a record of all
proxy votes handled by the Agent. Such record must reflect all the information required to
be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act.
In addition, the Agent is responsible for maintaining copies of all proxy statements
received by issuers and to promptly provide such materials to the Adviser upon request.
The Agent shall be instructed to vote all proxies in accordance with a Funds Guidelines,
except as otherwise instructed through the Proxy Coordinator by the Advisers Proxy Group or
a Funds Compliance Committee (Committee).
10
The Agent shall be instructed to obtain all proxies from the Funds custodians and to review
each proxy proposal against the Guidelines. The Agent also shall be requested to
call the Proxy Coordinators attention to specific proxy proposals that although governed by
the Guidelines appear to involve unusual or controversial issues.
Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate
internal controls and policies in connection with the provision of proxy voting services
voting to the Advisers, including methods to reasonably ensure that its analysis and
recommendations are not influenced by conflict of interest, and shall disclose such controls
and policies to the Advisers when and as provided for herein. Unless otherwise specified,
references herein to recommendations of the Agent shall refer to those in which no conflict
of interest has been identified.
C. Proxy Group
The Adviser shall establish a Proxy Group (the Group or Proxy Group) which shall assist
in the review of the Agents recommendations when a proxy voting issue is referred to the
Group through the Proxy Coordinator. The members of the Proxy Group, which may include
employees of the Advisers affiliates, are identified in Appendix 1, as may be amended from
time at the Advisers discretion.
A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum
is either the Funds Chief Investment Risk Officer or Chief Financial Officer) shall
constitute a quorum for purposes of taking action at any meeting of the Group. The vote of
a simple majority of the members present and voting shall determine any matter submitted to
a vote. Tie votes shall be broken by securing the vote of members not present at the
meeting; provided, however, that the Proxy Coordinator shall ensure compliance with all
applicable voting and conflict of interest procedures and shall use best efforts to secure
votes from all or as many absent members as may reasonably be accomplished. A member of the
Proxy Group may abstain from voting on any given matter, provided that quorum is not lost
for purposes of taking action and that the abstaining member still participates in any
conflict of interest processes required in connection with the matter. The Proxy Group may
meet in person or by telephone. The Proxy Group also may take action via electronic mail in
lieu of a meeting, provided that each Group member has received a copy of any relevant
electronic mail transmissions circulated by each other participating Group member prior to
voting and provided that the Proxy Coordinator follows the directions of a majority of a
quorum (as defined above) responding via electronic mail. For all votes taken in person or
by telephone or teleconference, the vote shall be taken outside the presence of any person
other than the members of the Proxy Group and such other persons whose attendance may be
deemed appropriate by the Proxy Group from time to time in furtherance of its duties or the
day-to-day administration of the Funds. In its discretion, the Proxy Group may provide the
Proxy Coordinator with standing instructions to perform responsibilities assigned herein to
the Proxy Group, or activities in support thereof, on its behalf, provided that such
11
instructions do not contravene any requirements of these Adviser Procedures or a Funds
Procedures and Guidelines.
A meeting of the Proxy Group will be held whenever (1) the Proxy Coordinator receives a
recommendation from an Investment Professional to vote a Funds proxy contrary to the
Procedures and Guidelines, or the recommendation of the Agent, where applicable, (2) the
Agent has made no recommendation with respect to a vote on a proposal, or (3) a matter
requires case-by-case consideration, including those in which the Agents recommendation is
deemed to be conflicted as provided for under these Adviser Procedures, provided that, if
the Proxy Group has previously provided the Proxy Coordinator with standing instructions to
vote in accordance with the Agents recommendation and no issue of conflict must be
considered, the Proxy Coordinator may implement the instructions without calling a meeting
of the Proxy Group.
For each proposal referred to the Proxy Group, it will review (1) the relevant Procedures
and Guidelines, (2) the recommendation of the Agent, if any, (3) the recommendation of the
Investment Professional(s), if any, and (4) any other resources that any member of the Proxy
Group deems appropriate to aid in a determination of a recommendation.
If the Proxy Group recommends that a Fund vote in accordance with the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the
Proxy Coordinator to so advise the Agent.
If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or
the recommendation of the Agent, where applicable, or if the Agents recommendation on a
matter is deemed to be conflicted, it shall follow the procedures for such voting as
established by a Funds Board.
The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all
matters requiring its consideration. In the event quorum requirements cannot be timely met
in connection with to a voting deadline, the Proxy Coordinator shall follow the procedures
for such voting as established by a Funds Board.
D. Investment Professionals
The Funds Advisers, sub-advisers and/or portfolio managers (each referred to herein as an
Investment Professional and collectively, Investment Professionals) may submit, or be
asked to submit, a recommendation to the Proxy Group regarding the voting of proxies related
to the portfolio securities over which they have day-to-day portfolio management
responsibility. The Investment Professionals may accompany their recommendation with any
other research materials that they deem appropriate or with a request that the vote be
deemed material in the context of the portfolio(s) they manage, such that lending activity
on behalf of such portfolio(s) with respect to the relevant security should be reviewed by
the Proxy Group and considered for recall and/or
12
restriction. Input from the relevant
sub-advisers and/or portfolio managers shall be given primary consideration in the Proxy
Groups determination of whether a given proxy vote is to be deemed material and the
associated security accordingly restricted from lending. The determination that a vote is
material in the context of a Funds portfolio shall not
mean that such vote is considered material across all Funds voting that meeting. In order
to recall or restrict shares timely for material voting purposes, the Proxy Group shall use
best efforts to consider, and when deemed appropriate, to act upon, such requests timely,
and requests to review lending activity in connection with a potentially material vote may
be initiated by any relevant Investment Professional and submitted for the Proxy Groups
consideration at any time.
III. VOTING PROCEDURES
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A. |
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In all cases, the Adviser shall follow the voting procedures as set forth in
the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising
delegated authority to vote. |
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B. |
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Routine Matters |
The Agent shall be instructed to submit a vote in accordance with the Guidelines where such
Guidelines provide a clear For, Against, Withhold or Abstain on a proposal.
However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator
for instructions as if it were a matter requiring case-by-case consideration under
circumstances where the application of the Guidelines is unclear, it appears to involve
unusual or controversial issues, or an Investment Professional recommends a vote contrary to
the Guidelines.
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C. |
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Matters Requiring Case-by-Case Consideration |
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and
voting recommendation to the Proxy Coordinator where the Guidelines have noted
case-by-case consideration.
Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional
research from the Agent, Investment Professional(s), as well as from any other source or
service.
Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with
standing instructions to vote in accordance with the Agents recommendation, the Proxy
Coordinator will forward the Agents analysis and recommendation and/or any research
obtained from the Investment Professional(s), the Agent or any other source to the Proxy
Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it
deems necessary.
13
|
1. |
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Within-Guidelines Votes: Votes in Accordance with a Funds
Guidelines and/or, where applicable, Agent Recommendation |
In the event the Proxy Group, and where applicable, any Investment Professional
participating in the voting process, recommend a vote Within Guidelines, the
Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this
manner. Except as provided for herein, no Conflicts Report (as such term is defined
herein) is required in connection with Within-Guidelines Votes.
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2. |
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Non-Votes: Votes in Which No Action is Taken |
The Proxy Group may recommend that a Fund refrain from voting under circumstances
including, but not limited to, the following: (1) if the economic effect on
shareholders interests or the value of the portfolio holding is indeterminable or
insignificant, e.g., proxies in connection with fractional shares, securities no
longer held in the portfolio of an ING Fund or proxies being considered on behalf of
a Fund that is no longer in existence; or (2) if the cost of voting a proxy
outweighs the benefits, e.g., certain international proxies, particularly in cases
in which share blocking practices may impose trading restrictions on the relevant
portfolio security. In such instances, the Proxy Group may instruct the Agent,
through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide
the Proxy Coordinator with standing instructions on parameters that would dictate a
Non-Vote without the Proxy Groups review of a specific proxy. It is noted a
Non-Vote determination would generally not be made in connection with voting rights
received pursuant to class action participation; while a Fund may no longer hold the
security, a continuing economic effect on shareholders interests is likely.
Reasonable efforts shall be made to secure and vote all other proxies for the Funds,
but, particularly in markets in which shareholders rights are limited, Non-Votes
may also occur in connection with a Funds related inability to timely access
ballots or other proxy information in connection with its portfolio securities.
Non-Votes may also result in certain cases in which the Agents recommendation has
been deemed to be conflicted, as provided for in the Funds Procedures.
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3. |
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Out-of-Guidelines Votes: Votes Contrary to Procedures and
Guidelines, or Agent Recommendation, where applicable, Where No Recommendation
is Provided by Agent, or Where Agents Recommendation is Conflicted |
If the Proxy Group recommends that a Fund vote contrary to the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, if the Agent has
made no recommendation on a matter and the Procedures and Guidelines are
14
silent, or
the Agents recommendation on a matter is deemed to be conflicted as provided for
under these Adviser Procedures, the Proxy Coordinator will then implement the
procedures for handling such votes as adopted by the Funds Board.
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4. |
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The Proxy Coordinator will maintain a record of all proxy
questions that have been referred to a Funds Compliance Committee, all
applicable recommendations, analysis, research and Conflicts Reports. |
IV. ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST
In furtherance of the Advisers fiduciary duty to the Funds and their beneficial owners, the
Advisers shall establish the following:
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A. |
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Assessment of the Agent |
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The Advisers shall establish that the Agent (1) is independent from the Advisers,
(2) has resources that indicate it can competently provide analysis of proxy issues
and (3) can make recommendations in an impartial manner and in the best interests of
the Funds and their beneficial owners. The Advisers shall utilize, and the Agent
shall comply with, such methods for establishing the foregoing as the Advisers may
deem reasonably appropriate and shall do not less than annually as well as prior to
engaging the services of any new proxy service. The Agent shall also notify the
Advisers in writing within fifteen (15) calendar days of any material change to
information previously provided to an Adviser in connection with establishing the
Agents independence, competence or impartiality. |
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Information provided in connection with assessment of the Agent shall be forwarded
to a member of the mutual funds practice group of ING US Legal Services (Counsel)
for review. Counsel shall review such information and advise the Proxy Coordinator
as to whether a material concern exists and if so, determine the most appropriate
course of action to eliminate such concern. |
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B. |
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Conflicts of Interest |
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The Advisers shall establish and maintain procedures to identify and address
conflicts that may arise from time to time concerning the Agent. Upon the Advisers
request, which shall be not less than annually, and within fifteen (15) calendar
days of any material change to such information previously provided to an Adviser,
the Agent shall provide the Advisers with such information as the Advisers deem
reasonable and appropriate for use in determining material relationships of the
Agent that may pose a conflict of interest with respect to the Agents proxy
analysis or recommendations. The Proxy Coordinator shall forward all such
information to Counsel for review. Counsel shall review such information |
15
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and
provide the Proxy Coordinator with a brief statement regarding whether or not a
material conflict of interest is present. Matters as to which a material conflict
of interest is deemed to be present shall be handled as provided in the Funds
Procedures and Guidelines. |
In connection with their participation in the voting process for portfolio
securities, each member of the Proxy Group, and each Investment Professional
participating in the voting process, must act solely in the best interests of the
beneficial owners of the applicable Fund. The members of the Proxy Group may not
subordinate the interests of the Funds beneficial owners to unrelated objectives,
including taking steps to reasonably insulate the voting process from any conflict
of interest that may exist in connection with the Agents services or utilization
thereof.
For all matters for which the Proxy Group recommends an Out-of-Guidelines Vote, or
for which a recommendation contrary to that of the Agent or the Guidelines has been
received from an Investment Professional and is to be utilized, the Proxy
Coordinator will implement the procedures for handling such votes as adopted by the
Funds Board, including completion of such Conflicts Reports as may be required
under the Funds Procedures. Completed Conflicts Reports should be provided to the
Proxy Coordinator within two (2) business days and may be submitted to the Proxy
Coordinator verbally, provided the Proxy Coordinator documents the Conflicts Report
in writing. Such Conflicts Report should describe any known conflicts of either a
business or personal nature, and set forth any contacts with respect to the referral
item with non-investment personnel in its organization or with outside parties
(except for routine communications from proxy solicitors). The Conflicts Report
should also include written confirmation that any recommendation from an Investment
Professional provided in connection with an Out-of-Guidelines Vote or under
circumstances where a conflict of interest exists was made solely on the investment
merits and without regard to any other consideration.
The Proxy Coordinator shall forward all Conflicts Reports to Counsel for review.
Counsel shall review each report and provide the Proxy Coordinator with a brief
statement regarding whether or not a material conflict of interest is present.
Matters as to which a material conflict of interest is deemed to be present shall be
handled as provided in the Funds Procedures and Guidelines.
V. REPORTING AND RECORD RETENTION
The Adviser shall maintain the records required by Rule 204-2(c)(2), as may be amended from time to
time, including the following: (1) A copy of each proxy statement received regarding a Funds
portfolio securities. Such proxy statements received from issuers are available either in the
SECs EDGAR database or are kept by the Agent and are available upon request. (2) A
16
record of each
vote cast on behalf of a Fund. (3) A copy of any document created by the Adviser that was material
to making a decision how to vote a proxy, or that memorializes the basis for that decision. (4) A
copy of written requests for Fund proxy voting information and any written response thereto or to
any oral request for information on how the Adviser voted proxies on behalf of a Fund. All proxy
voting materials and supporting documentation will be retained for a minimum of six (6) years.
17
APPENDIX 1
to the
Advisers Proxy Voting Procedures
Proxy Group for registered investment company clients of ING Investments, LLC, ING Investment
Management Co. and Directed Services LLC:
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Name |
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Title or Affiliation |
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Stanley D. Vyner
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Chief Investment Risk Officer and Executive
Vice President, ING Investments, LLC |
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Todd Modic
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Senior Vice President, ING Funds Services, LLC
and ING Investments, LLC; and Chief Financial
Officer of the ING Funds |
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Maria Anderson
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Vice President of Fund Compliance, ING Funds
Services, LLC |
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Karla J. Bos
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Proxy Coordinator for the ING Funds and
Assistant Vice President Proxy Voting, ING
Funds Services, LLC |
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Julius A. Drelick III, CFA
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Vice President, Platform Product Management and
Project Management, ING Funds Services, LLC |
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Harley Eisner
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Vice President of Financial Analysis, ING Funds
Services, LLC |
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Theresa K. Kelety, Esq.
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Senior Counsel, ING Americas US Legal Services |
Effective as of January 1, 2010
18
EXHIBIT 3
to the
ING Funds
Proxy Voting Procedures
PROXY VOTING GUIDELINES OF THE ING FUNDS
I. INTRODUCTION
The following is a statement of the Proxy Voting Guidelines (Guidelines) that have been adopted
by the respective Boards of Directors or Trustees of each Fund. Unless otherwise provided for
herein, any defined term used herein shall have the meaning assigned to it in the Funds and
Advisers Proxy Voting Procedures (the Procedures).
Proxies must be voted in the best interest of the Fund(s). The Guidelines summarize the Funds
positions on various issues of concern to investors, and give a general indication of how Fund
portfolio securities will be voted on proposals dealing with particular issues. The Guidelines are
not exhaustive and do not include all potential voting issues.
The Advisers, in exercising their delegated authority, will abide by the Guidelines as outlined
below with regard to the voting of proxies except as otherwise provided in the Procedures. In
voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently,
solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not
subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote
proxies in the manner that it believes will do the most to maximize shareholder value.
II. GUIDELINES
The following Guidelines are grouped according to the types of proposals generally presented to
shareholders of U.S. issuers: Board of Directors, Proxy Contests, Auditors, Proxy Contest
Defenses, Tender Offer Defenses, Miscellaneous, Capital Structure, Executive and Director
Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies,
and Social and Environmental Issues. An additional section addresses proposals most frequently
found in global proxies.
General Policies
These Guidelines apply to securities of publicly traded companies and to those of privately held
companies if publicly available disclosure permits such application. All matters for which such
disclosure is not available shall be considered CASE-BY-CASE.
It shall generally be the policy of the Funds to take no action on a proxy for which no Fund holds
a position or otherwise maintains an economic interest in the relevant security at the time the
vote is to be cast.
In all cases receiving CASE-BY-CASE consideration, including cases not specifically provided for
under these Guidelines, unless otherwise provided for under these Guidelines, it shall generally be
the policy of the Funds to vote in accordance with the recommendation provided by the Funds Agent,
ISS Governance Services, a unit of RiskMetrics Group, Inc.
Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in
accordance with the Agents recommendation in cases in which such recommendation aligns with the
recommendation of the relevant issuers management or management has made no recommendation.
However, this policy shall not apply to CASE-BY-CASE proposals for which a contrary recommendation
from the Investment Professional for the relevant Fund has been received and is to be utilized,
provided that incorporation of any such recommendation shall be subject to the conflict of interest
review process required under the Procedures.
Recommendations from the Investment Professionals, while not required under the Procedures, are
likely to be considered with respect to proxies for private equity securities and/or proposals
related to merger transactions/corporate restructurings, proxy contests, or unusual or
controversial issues. Such input shall be given primary consideration with respect to CASE-BY-CASE
proposals being considered on behalf of the relevant Fund.
Except as otherwise provided for herein, it shall generally be the policy of the Funds not to
support proposals that would impose a negative impact on existing rights of the Funds to the extent
that any positive impact would not be deemed sufficient to outweigh removal or diminution of such
rights.
The foregoing policies may be overridden in any case as provided for in the Procedures. Similarly,
the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead
be considered on a CASE-BY-CASE basis in cases in which unusual or controversial circumstances so
dictate.
Interpretation and application of these Guidelines is not intended to supersede any law,
regulation, binding agreement or other legal requirement to which an issuer may be or become
subject. No proposal shall be supported whose implementation would contravene such requirements.
1. The Board of Directors
Voting on Director Nominees in Uncontested Elections
Unless otherwise provided for herein, the Agents standards with respect to determining director
independence shall apply. These standards generally provide that, to be considered completely
20
independent, a director shall have no material connection to the company other than the board seat.
Agreement with the Agents independence standards shall not dictate that a Funds vote shall be
cast according to the Agents corresponding recommendation. Votes on director nominees not subject
to specific policies described herein should be made on a CASE-BY-CASE basis.
Where applicable and except as otherwise provided for herein, it shall be the policy of the Funds
to lodge disagreement with an issuers policies or practices by withholding support from a proposal
for the relevant policy or practice rather than the director nominee(s) to which the Agent assigns
a correlation. Support shall be withheld from culpable nominees as appropriate, but if they are
not standing for election (e.g., the board is classified), support shall generally not be withheld
from others in their stead.
If application of the policies described herein would result in withholding votes from the majority
of independent outside directors sitting on a board, or removal of such directors is likely to
negatively impact majority board independence, primary consideration shall be given to retention of
such independent outside director nominees unless the concerns identified are of such grave nature
as to merit removal of the independent directors.
Where applicable and except as otherwise provided for herein, generally vote FOR nominees in
connection with issues raised by the Agent if the nominee did not serve on the board or relevant
committee during the majority of the time period relevant to the concerns cited by the Agent.
WITHHOLD support from a nominee who, during both of the most recent two years, attended less than
75 percent of the board and committee meetings without a valid reason for the absences. DO NOT
WITHHOLD support in connection with attendance issues for nominees who have served on the board for
less than the two most recent years.
WITHHOLD support from a nominee in connection with poison pill or anti-takeover considerations
(e.g., furtherance of measures serving to disenfranchise shareholders or failure to remove
restrictive pill features or ensure pill expiration or submission to shareholders for vote) in
cases for which culpability for implementation or renewal of the pill in such form can be
specifically attributed to the nominee.
Provided that a nominee served on the board during the relevant time period, WITHHOLD support from
a nominee who has failed to implement a shareholder proposal that was approved by (1) a majority of
the issuers shares outstanding (most recent annual meeting) or (2) a majority of the votes cast
for two consecutive years. However, in the case of shareholder proposals seeking shareholder
ratification of a poison pill, generally vote FOR a nominee in such cases if the company has
already implemented a policy that should reasonably prevent abusive use of the pill.
21
If a nominee has not acted upon negative votes (WITHHOLD or AGAINST, as applicable based on the
issuers election standard) representing a majority of the votes cast at the previous annual
meeting, consider such nominee on a CASE-BY-CASE basis. Generally, vote FOR nominees when:
|
(1) |
|
The issue relevant to the majority negative vote has been adequately addressed or cured
(issuers with nominees receiving majority negative votes related to adoption of poison
pills without shareholder approval will be expected to provide compelling rationale if they
do not elect to redeem the pill or put it to a vote), or |
|
|
(2) |
|
The Funds Guidelines or voting record do not support the relevant issue causing the
majority negative vote. |
WITHHOLD support from inside directors or affiliated outside directors who sit on the audit
committee.
Vote FOR inside directors or affiliated outside directors who sit on the nominating or compensation
committee, provided that such committee meets the applicable independence requirements of the
relevant listing exchange.
Vote FOR inside directors or affiliated outside directors if the full board serves as the
compensation or nominating committee OR has not created one or both committees, provided that the
issuer is in compliance with all provisions of the listing exchange in connection with performance
of relevant functions (e.g., performance of relevant functions by a majority of independent
directors in lieu of the formation of a separate committee).
Compensation Practices:
It shall generally be the policy of the Funds that matters of compensation are best determined by
an independent board and compensation committee. Votes on director nominees in connection with
compensation practices should be considered on a CASE-BY-CASE basis, and generally:
|
(1) |
|
Where applicable and except as otherwise provided for herein, vote FOR nominees who did
not serve on the compensation committee, or board, as applicable based on the Agents
analysis, during the majority of the time period relevant to the concerns cited by the
Agent. |
|
|
(2) |
|
In cases in which the Agent has identified a pay for performance disconnect, or
internal pay disparity, as such issues are defined by the Agent, DO NOT WITHHOLD support
from director nominees. However, generally do WITHHOLD support from nominees cited by the
Agent for structuring or increasing equity compensation in a manner intended to deliver a
consistent dollar value without regard to performance measures. |
|
|
(3) |
|
If the Agent recommends withholding support from nominees in connection with overly
liberal change in control provisions, including those lacking a double trigger, vote FOR
such nominees if mitigating provisions or board actions (e.g., clawbacks) are present but
generally WITHHOLD support if they are not. |
|
|
(4) |
|
If the Agent recommends withholding support from nominees in connection with potential
change in control payments or tax-gross-ups on change in control payments, |
22
|
|
|
vote FOR the
nominees if the amount appears reasonable and no material governance concerns exist.
Generally WITHHOLD support if the amount is so significant
(individually or collectively) as to potentially influence an executives decision to
enter into a transaction or to effectively act as a poison pill. |
|
(5) |
|
If the Agent recommends withholding support from nominees in connection with their
failure to seek a shareholder vote on plans to reprice, replace, buy back or exchange
options, generally WITHHOLD support from such nominees, except that cancellation of options
would not be considered an exchange unless the cancelled options were regranted or
expressly returned to the plan reserve for reissuance. |
|
|
(6) |
|
If the Agent recommends withholding support from nominees that have approved
compensation that is ineligible for tax benefits to the company (e.g., under Section 162(m)
of OBRA), vote FOR such nominees if the company has provided adequate rationale or
disclosure or the plan itself is being put to shareholder vote at the same meeting. If the
plan is up for vote, the provisions under Section 8., OBRA-Related Compensation Proposals,
shall apply. |
|
|
(7) |
|
If the Agent recommends withholding support from nominees in connection with director
compensation in the form of perquisites, generally vote FOR the nominees if the cost is
reasonable in the context of the directors total compensation and the perquisites
themselves appear reasonable given their purpose, the directors duties and the companys
line of business. |
|
|
(8) |
|
Generally WITHHOLD support from nominees in connection with long-term incentive plans,
or total executive compensation packages, inadequately aligned with shareholders because
they are overly cash-based/lack an appropriate equity component, except that such cases
will be considered CASE-BY-CASE in connection with executives already holding significant
equity positions. Generally consider nominees on a CASE-BY-CASE basis in connection with
short-term incentive plans over which the nominee has exercised discretion to exclude
extraordinary items, and WITHHOLD support if treatment of such items has been inconsistent
(e.g., exclusion of losses but not gains). |
|
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(9) |
|
If the Agent recommends withholding support from nominees in connection with executive
compensation practices related to tax gross-ups, perquisites, provisions related to
retention or recruitment, including contract length or renewal provisions, guaranteed
awards, pensions/SERPs, severance or termination arrangements, vote FOR such nominees if
the issuer has provided adequate rationale and/or disclosure, factoring in any overall
adjustments or reductions to the compensation package at issue. Generally DO NOT WITHHOLD
support solely due to such practices if the total compensation appears reasonable, but
consider on a CASE-BY-CASE basis compensation packages representing a combination of such
provisions and deemed by the Agent to be excessive, and generally WITHHOLD support in such
cases when named executives have material input into setting their own compensation. |
|
|
(10) |
|
If the Agent has raised issues of options backdating, consider members of the
compensation committee, or board, as applicable, as well as company executives nominated as
directors, on a CASE-BY-CASE basis. |
23
|
(11) |
|
If shareholders have been provided with an advisory vote on executive compensation (say
on pay), and practices not supported under these Guidelines have been identified, it shall
generally be the policy of the Funds to align with the Agent when a vote AGAINST the say on
pay proposal has been recommended in lieu of withholding
support from certain nominees for compensation concerns. Issuers receiving negative
recommendations on both director nominees and say on pay regarding issues not otherwise
supported by these Guidelines will be considered on a CASE-BY-CASE basis. |
|
|
(12) |
|
If the Agent has raised other considerations regarding poor compensation practices,
consider nominees on a CASE-BY-CASE basis. |
Accounting Practices:
|
(1) |
|
Generally, vote FOR independent outside director nominees serving on the audit
committee. |
|
|
(2) |
|
Where applicable and except as otherwise provided for herein, generally vote FOR
nominees serving on the audit committee, or the companys CEO or CFO if nominated as
directors, who did not serve on that committee or have responsibility over the relevant
financial function, as applicable, during the majority of the time period relevant to the
concerns cited by the Agent. |
|
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(3) |
|
If the Agent has raised concerns regarding poor accounting practices, consider the
companys CEO and CFO, if nominated as directors, and nominees serving on the audit
committee on a CASE-BY-CASE basis. Generally vote FOR nominees if the company has taken
adequate steps to remediate the concerns cited, which would typically include removing or
replacing the responsible executives, and if the concerns are not re-occurring and/or the
company has not yet had a full year to remediate the concerns since the time they were
identified. |
|
|
(4) |
|
If total non-audit fees exceed the total of audit fees, audit-related fees and tax
compliance and preparation fees, the provisions under Section 3., Auditor Ratification,
shall apply. |
Board Independence:
It shall generally be the policy of the Funds that a board should be majority independent and
therefore to consider inside director or affiliated outside director nominees in cases in which the
full board is not majority independent on a CASE-BY-CASE basis. Generally:
|
(1) |
|
WITHHOLD support from the fewest directors whose removal would achieve majority
independence across the remaining board, except that support may be withheld from
additional nominees whose relative level of independence cannot be differentiated. |
|
|
(2) |
|
WITHHOLD support from all non-independent nominees, including the founder, chairman or
CEO, if the number required to achieve majority independence is equal to or greater than
the number of non-independent nominees. |
|
|
(3) |
|
Except as provided above, vote FOR non-independent nominees in the role of CEO, and
when appropriate, founder or chairman, and determine support for other non-independent
nominees based on the qualifications and contributions of the nominee as well as the Funds
voting precedent for assessing relative independence to |
24
|
|
|
management, e.g., insiders holding
senior executive positions are deemed less independent than affiliated outsiders with a
transactional or advisory relationship to the company, and affiliated outsiders with a
material transactional or advisory relationship are deemed less independent than those with
lesser relationships. |
|
(4) |
|
Non-voting directors (e.g., director emeritus or advisory director) shall be excluded
from calculations with respect to majority board independence. |
|
|
(5) |
|
When conditions contributing to a lack of majority independence remain substantially
similar to those in the previous year, it shall generally be the policy of the Funds to
vote on nominees in a manner consistent with votes cast by the Fund(s) in the previous
year. |
Generally vote FOR nominees without regard to over-boarding issues raised by the Agent unless
other concerns requiring CASE-BY-CASE consideration have been raised.
Generally, when the Agent recommends withholding support due to assessment that a nominee acted in
bad faith or against shareholder interests in connection with a major transaction, such as a merger
or acquisition, or if the Agent recommends withholding support due to other material failures or
egregious actions, consider on a CASE-BY-CASE basis, factoring in the merits of the nominees
performance and rationale and disclosure provided. If the Agent cites concerns regarding actions
in connection with a candidates service on another board, vote FOR the nominee if the issuer has
provided adequate rationale regarding the boards process for determining the appropriateness of
the nominee to serve on the board under consideration.
Performance Test for Directors
Consider nominees failing the Agents performance test, which includes market-based and operating
performance measures, on a CASE-BY-CASE basis. Input from the Investment Professional(s) for a
given Fund shall be given primary consideration with respect to such proposals.
Support will generally be WITHHELD from nominees receiving a negative recommendation from the Agent
due to sustained poor stock performance (measured by one- and three-year total shareholder returns)
combined with multiple takeover defenses/entrenchment devices if the issuer:
|
(1) |
|
Has a non-shareholder-approved poison pill in place, without provisions to redeem or
seek approval in a reasonable period of time, and |
|
|
(2) |
|
Maintains a dual class capital structure, has authority to issue blank check preferred
stock, or is a controlled company. |
Nominees receiving a negative recommendation from the Agent due to sustained poor stock performance
combined with other takeover defenses/entrenchment devices will be considered on a CASE-BY-CASE
basis.
Proposals Regarding Board Composition or Board Service
Generally, except as otherwise provided for herein, vote AGAINST shareholder proposals to impose
new board structures or policies, including those requiring that the positions of chairman and CEO
be held separately, except support proposals in connection with a binding agreement or other legal
requirement to which an issuer has or reasonably may expect to become subject, and
25
consider such
proposals on a CASE-BY-CASE basis if the board is not majority independent or pervasive corporate
governance concerns have been identified. Generally, except as otherwise provided for herein, vote
FOR management proposals to adopt or amend board structures or policies, except consider such
proposals on a CASE-BY-CASE basis if the board is not majority
independent, pervasive corporate governance concerns have been identified, or the proposal may
result in a material reduction in shareholders rights.
Generally, vote AGAINST shareholder proposals:
|
|
|
Asking that more than a simple majority of directors be independent. |
|
|
|
|
Asking that board compensation and/or nominating committees be composed
exclusively of independent directors. |
|
|
|
|
Limiting the number of public company boards on which a director may serve. |
|
|
|
|
Seeking to redefine director independence or directors specific roles (e.g.,
responsibilities of the lead director). |
|
|
|
|
Requesting creation of additional board committees or offices, except as
otherwise provided for herein. |
|
|
|
|
Limiting the tenure of outside directors or impose a mandatory retirement age
for outside directors (unless the proposal seeks to relax existing standards), but
generally vote FOR management proposals in this regard. |
Generally, vote FOR shareholder proposals that seek creation of an audit, compensation or
nominating committee of the board, unless the committee in question is already in existence or the
issuer has availed itself of an applicable exemption of the listing exchange (e.g., performance of
relevant functions by a majority of independent directors in lieu of the formation of a separate
committee).
Stock Ownership Requirements
Generally, vote AGAINST shareholder proposals requiring directors to own a minimum amount of
company stock in order to qualify as a director or to remain on the board.
Director and Officer Indemnification and Liability Protection
Proposals on director and officer indemnification and liability protection should be evaluated on a
CASE-BY-CASE basis, using Delaware law as the standard. Vote AGAINST proposals to limit or
eliminate entirely directors and officers liability for monetary damages for violating the duty
of care. Vote AGAINST indemnification proposals that would expand coverage beyond just legal
expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than
mere carelessness. Vote FOR only those proposals providing such expanded coverage in cases when a
directors or officers legal defense was unsuccessful if:
|
(1) |
|
The director was found to have acted in good faith and in a manner that he reasonably
believed was in the best interests of the company, and |
|
|
(2) |
|
Only if the directors legal expenses would be covered.
|
26
2. Proxy Contests
These proposals should generally be analyzed on a CASE-BY-CASE basis. Input from the Investment
Professional(s) for a given Fund shall be given primary consideration with respect to proposals in
connection with proxy contests being considered on behalf of that Fund.
Voting for Director Nominees in Contested Elections
Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis.
Reimburse Proxy Solicitation Expenses
Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis,
generally voting FOR if associated nominees are also supported.
3. Auditors
Ratifying Auditors
Generally, except in cases of poor accounting practices or high non-audit fees, vote FOR management
proposals to ratify auditors. Consider management proposals to ratify auditors on a CASE-BY-CASE
basis if the Agent cites poor accounting practices. If fees for non-audit services exceed 50
percent of total auditor fees as described below, consider on a CASE-BY-CASE basis, voting AGAINST
management proposals to ratify auditors only if concerns exist that remuneration for the non-audit
work is so lucrative as to taint the auditors independence. For purposes of this review, fees
deemed to be reasonable, generally non-recurring, exceptions to the non-audit fee category (e.g.,
those related to an IPO) shall be excluded. If independence concerns exist or an issuer has a
history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer
to present its auditor annually for ratification, but in other cases generally vote AGAINST.
Auditor Independence
Generally, consider shareholder proposals asking companies to prohibit their auditors from engaging
in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.
Audit Firm Rotation:
Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
4. Proxy Contest Defenses
Presentation of management and shareholder proposals on the same matter on the same agenda shall
not require a Fund to vote FOR one and AGAINST the other.
Board Structure: Staggered vs. Annual Elections
Generally, vote AGAINST proposals to classify the board or otherwise restrict shareholders ability
to vote upon directors and FOR proposals to repeal classified boards and to elect all directors
annually.
27
Shareholder Ability to Remove Directors
Generally, vote AGAINST proposals that provide that directors may be removed only for cause.
Generally, vote FOR proposals to restore shareholder ability to remove directors with or without
cause.
Generally, vote AGAINST proposals that provide that only continuing directors may elect
replacements to fill board vacancies.
Generally, vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Cumulative Voting
If the company maintains a classified board of directors, generally, vote AGAINST management
proposals to eliminate cumulative voting, except that such proposals may be supported irrespective
of classification in furtherance of an issuers plan to adopt a majority voting standard and vote
FOR shareholder proposals to restore or permit cumulative voting.
Time-Phased Voting
Generally, vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or
other forms of voting that do not promote a one share, one vote standard.
Shareholder Ability to Call Special Meetings or to Act by Written Consent
Generally, vote FOR management or shareholder proposals that provide shareholders with the ability
to call special meetings or to take action by written consent. Consider on a CASE-BY-CASE basis
management proposals about which the Agent has cited anti-takeover concerns.
Shareholder Ability to Alter the Size of the Board
Generally, vote FOR proposals that seek to fix the size of the board or designate a range for its
size.
Generally, vote AGAINST proposals that give management the ability to alter the size of the board
outside of a specified range without shareholder approval.
5. Tender Offer Defenses
Poison Pills
Generally, vote FOR shareholder proposals that ask a company to submit its poison pill for
shareholder ratification, or to redeem its pill in lieu thereof, unless (1) shareholders have
approved adoption of the plan, (2) a policy has already been implemented by the company that should
reasonably prevent abusive use of the pill, or (3) the board had determined that it was in the best
interest of shareholders to adopt a pill without delay, provided that such plan would be put to
shareholder vote within twelve months of adoption or expire, and if not approved by a majority of
the votes cast, would immediately terminate.
Review on a CASE-BY-CASE basis shareholder proposals to redeem a companys poison pill.
Review on a CASE-BY-CASE basis management proposals to approve or ratify a poison pill or any plan
that can reasonably be construed as an anti-takeover measure, with voting decisions generally based
on the Agents approach to evaluating such proposals, considering factors such
28
as rationale,
trigger level and sunset provisions. Votes will generally be cast in a manner that seeks to
preserve shareholder value and the right to consider a valid offer, voting AGAINST management
proposals in connection with poison pills or anti-takeover activities that do not meet the Agents
standards.
Fair Price Provisions
Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis.
Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a
majority of disinterested shares.
Greenmail
Generally, vote FOR proposals to adopt anti-greenmail charter or bylaw amendments or otherwise
restrict a companys ability to make greenmail payments.
Review on a CASE-BY-CASE basis anti-greenmail proposals when they are bundled with other charter or
bylaw amendments.
Pale Greenmail
Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.
Unequal Voting Rights
Generally, vote AGAINST dual-class exchange offers and dual-class recapitalizations.
Supermajority Shareholder Vote Requirement
Generally, vote AGAINST proposals to require a supermajority shareholder vote.
Generally, vote FOR management or shareholder proposals to lower supermajority shareholder vote
requirements, unless the proposal also asks the issuer to mount a solicitation campaign or similar
form of comprehensive commitment to obtain passage of the proposal, or, for companies with
shareholder(s) with significant ownership levels, the Agent recommends retention of existing
supermajority requirements in order to protect minority shareholder interests.
White Squire Placements
Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues
for other than general corporate purposes.
6. Miscellaneous
Amendments to Corporate Documents
Except to align with legislative or regulatory changes or when support is recommended by the Agent
or Investment Professional (including, for example, as a condition to a major transaction such as a
merger), generally, vote AGAINST proposals seeking to remove shareholder approval requirements or
otherwise remove or diminish shareholder rights, e.g., by (1) adding restrictive provisions, (2)
removing provisions or moving them to portions of the charter not requiring shareholder approval,
or (3) in corporate structures such as holding companies, removing provisions
29
in an active
subsidiarys charter that provide voting rights to parent company shareholders. This policy would
also generally apply to proposals seeking approval of corporate agreements or amendments to such
agreements that the Agent recommends AGAINST because a similar reduction in shareholder rights is
requested.
Generally, vote AGAINST proposals for charter amendments that may support board entrenchment or may
be used as an anti-takeover device, particularly if the proposal is bundled or the board is
classified.
Generally, vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover
provisions.
Consider proposals seeking charter or bylaw amendments not addressed under these Guidelines on a
CASE-BY-CASE basis.
Confidential Voting
Generally, vote FOR shareholder proposals that request companies to adopt confidential voting, use
independent tabulators, and use independent inspectors of election as long as the proposals include
clauses for proxy contests as follows:
|
|
|
In the case of a contested election, management should be permitted to request
that the dissident group honor its confidential voting policy. |
|
|
|
|
If the dissidents agree, the policy remains in place. |
|
|
|
|
If the dissidents do not agree, the confidential voting policy is waived. |
Generally, vote FOR management proposals to adopt confidential voting.
Proxy Access
Consider on a CASE-BY-CASE basis shareholder proposals seeking access to managements proxy
material in order to nominate their own candidates to the board.
Majority Voting Standard
Except as otherwise provided for herein, it shall generally be the policy of the Funds to extend
discretion to issuers to determine when it may be appropriate to adopt a majority voting
standard. Generally, vote FOR management proposals, irrespective of whether the proposal
contains a plurality carve-out for contested elections, but AGAINST shareholder proposals unless
also supported by management, seeking election of directors by the affirmative vote of the majority
of votes cast in connection with a meeting of shareholders, including amendments to corporate
documents or other actions in furtherance of such standard, and provided such standard when
supported does not conflict with state law in which the company is incorporated. For issuers with
a history of board malfeasance or pervasive corporate governance concerns, consider such proposals
on a CASE-BY-CASE basis.
Bundled Proposals
Except as otherwise provided for herein, review on a CASE-BY-CASE basis bundled or conditioned
proxy proposals, generally voting AGAINST bundled proposals containing one or more items not
supported under these Guidelines if the Agent or an Investment Professional deems the negative
impact, on balance, to outweigh any positive impact.
30
Shareholder Advisory Committees
Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.
Reimburse Shareholder for Expenses Incurred
Voting to reimburse expenses incurred in connection with shareholder proposals should be analyzed
on a CASE-BY-CASE basis.
Other Business
In connection with proxies of U.S. issuers, generally vote FOR management proposals for Other
Business, except in connection with a proxy contest in which a Fund is not voting in support of
management.
Quorum Requirements
Review on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings
below a majority of the shares outstanding.
Advance Notice for Shareholder Proposals
Generally, vote FOR management proposals related to advance notice period requirements, provided
that the period requested is in accordance with applicable law and no material governance concerns
have been identified in connection with the issuer.
Multiple Proposals
Multiple proposals of a similar nature presented as options to the course of action favored by
management may all be voted FOR, provided that support for a single proposal is not operationally
required, no one proposal is deemed superior in the interest of the Fund(s), and each proposal
would otherwise be supported under these Guidelines.
7. Capital Structure
Analyze on a CASE-BY-CASE basis.
Common Stock Authorization
Review proposals to increase the number of shares of common stock authorized for issuance on a
CASE-BY-CASE basis. Except where otherwise indicated, the Agents proprietary approach, utilizing
quantitative criteria (e.g., dilution, peer group comparison, company performance and history) to
determine appropriate thresholds and, for requests above such allowable threshold, a qualitative
review (e.g., rationale and prudent historical usage), will generally be utilized in evaluating
such proposals.
Generally vote FOR:
|
|
|
Proposals to authorize capital increases within the Agents allowable
thresholds or those in excess but meeting Agents qualitative standards, but consider on a
CASE-BY-CASE basis those requests failing the Agents review for proposals in connection
with which a contrary recommendation from the Investment Professional(s) has been received
and is to be utilized (e.g., in support of a merger or acquisition proposal). |
31
|
|
|
Proposals to authorize capital increases within the Agents allowable
thresholds or those in excess but meeting Agents qualitative standards, unless the company
states that the stock may be used as a takeover defense. In those cases, consider on a
CASE-BY-CASE basis if a contrary recommendation from the Investment Professional(s) has
been received and is to be utilized. |
|
|
|
|
Proposals to authorize capital increases exceeding the Agents thresholds when
a companys shares are in danger of being delisted or if a companys ability to continue to
operate as a going concern is uncertain. |
Generally, vote AGAINST:
|
|
|
Proposals to increase the number of authorized shares of a class of stock if
the issuance which the increase is intended to service is not supported under these
Guidelines. |
|
|
|
|
Nonspecific proposals authorizing excessive discretion to a board. |
Consider management proposals to make changes to the capital structure not otherwise addressed
under these Guidelines CASE-BY-CASE, generally voting with the Agents recommendation unless a
contrary recommendation has been received from the Investment Professional for the relevant Fund
and is to be utilized.
Dual Class Capital Structures
Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock
that has superior voting rights in companies that have dual class capital structures, but consider
CASE-BY-CASE if (1) bundled with favorable proposal(s), (2) approval of such proposal(s) is a
condition of such favorable proposal(s), or (3) part of a recapitalization for which support is
recommended by the Agent or an Investment Professional.
Generally, vote AGAINST management proposals to create or perpetuate dual class capital structures
with unequal voting rights, and vote FOR shareholder proposals to eliminate them, in cases in which
the relevant Fund owns the class with inferior voting rights, but generally vote FOR management
proposals and AGAINST shareholder proposals in cases in which the relevant Fund owns the class with
superior voting rights. Consider CASE-BY-CASE if bundled with favorable proposal(s), (2) approval
of such proposal(s) is a condition of such favorable proposal(s), or (3) part of a recapitalization
for which support is recommended by the Agent or an Investment Professional.
Consider management proposals to eliminate or make changes to dual class capital structures
CASE-BY-CASE, generally voting with the Agents recommendation unless a contrary recommendation has
been received from the Investment Professional for the relevant Fund and is to be utilized.
Stock Distributions: Splits and Dividends
Generally, vote FOR management proposals to increase common share authorization for a stock split,
provided that the increase in authorized shares falls within the Agents allowable thresholds, but
consider on a CASE-BY-CASE basis those proposals exceeding the Agents threshold for proposals in
connection with which a contrary recommendation from the Investment Professional(s) has been
received and is to be utilized.
32
Reverse Stock Splits
Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split. In the
event the split constitutes a capital increase effectively exceeding the Agents allowable
threshold because the request does not proportionately reduce the number of shares authorized, vote
FOR the split if management has provided adequate rationale and/or disclosure.
Preferred Stock
Review proposals to increase the number of shares of preferred stock authorized for issuance on a
CASE-BY-CASE basis, and except where otherwise indicated, generally utilize the Agents approach
for evaluating such proposals. This approach incorporates both qualitative and quantitative
measures, including a review of past performance (e.g., board governance, shareholder returns and
historical share usage) and the current request (e.g., rationale, whether shares are blank check
and declawed, and dilutive impact as determined through the Agents proprietary model for assessing
appropriate thresholds).
Generally, vote AGAINST proposals authorizing the issuance of preferred stock or creation of new
classes of preferred stock with unspecified voting, conversion, dividend distribution, and other
rights (blank check preferred stock), but vote FOR if the Agent or an Investment Professional so
recommends because the issuance is required to effect a merger or acquisition proposal.
Generally, vote FOR proposals to issue or create blank check preferred stock in cases when the
company expressly states that the stock will not be used as a takeover defense. Generally vote
AGAINST in cases where the company expressly states that, or fails to disclose whether, the stock
may be used as a takeover defense, but vote FOR if the Agent or an Investment Professional so
recommends because the issuance is required to address special circumstances such as a merger or
acquisition.
Generally, vote FOR proposals to authorize or issue preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and the terms of the
preferred stock appear reasonable.
Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after
analyzing the number of preferred shares available for issue given a companys industry and
performance in terms of shareholder returns.
Shareholder Proposals Regarding Blank Check Preferred Stock
Generally, vote FOR shareholder proposals to have blank check preferred stock placements, other
than those shares issued for the purpose of raising capital or making acquisitions in the normal
course of business, submitted for shareholder ratification.
Adjustments to Par Value of Common Stock
Generally, vote FOR management proposals to reduce the par value of common stock.
Preemptive Rights
Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management
proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the
size of a company and the characteristics of its shareholder base.
33
Debt Restructurings
Review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue
shares as part of a debt restructuring plan.
Share Repurchase Programs
Generally, vote FOR management proposals to institute open-market share repurchase plans in which
all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring
selected, non-Fund parties.
Generally, vote FOR management proposals to cancel repurchased shares.
Generally, vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or
exceeding appropriate volume or duration parameters for the market.
Consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis, with
input from the Investment Professional(s) for a given Fund to be given primary consideration.
Tracking Stock
Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.
8. Executive and Director Compensation
Except as otherwise provided for herein, votes with respect to compensation and employee benefit
plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the
Agents approach to evaluating such plans, which includes determination of costs and comparison to
an allowable cap.
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|
|
Generally, vote in accordance with the Agents recommendations FOR
equity-based plans with costs within such cap and AGAINST those with costs in excess of it,
except that plans above the cap may be supported if so recommended by the Agent or
Investment Professional as a condition to a major transaction such as a merger. |
|
|
|
|
Generally, vote AGAINST plans if the Agent suggests cost or dilution
assessment may not be possible due to the method of disclosing shares allocated to the
plan(s), except that such concerns arising in connection with evergreen provisions shall be
considered CASE-BY-CASE, voted FOR if the company has provided a reasonable rationale
and/or adequate disclosure regarding the plan as a whole. |
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Generally, vote FOR plans with costs within the cap if the primary
considerations raised by the Agent pertain to matters that would not result in a negative
vote under these Guidelines on the relevant board or committee member(s), or equity
compensation burn rate or pay for performance as defined by Agent. |
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Generally, vote AGAINST plans administered by potential grant recipients. |
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Generally, vote AGAINST proposals to eliminate existing shareholder approval
requirements for material plan changes, unless the company has provided a reasonable
rationale and/or adequate disclosure regarding the requested changes. |
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Generally vote AGAINST long-term incentive plans that are inadequately aligned
with shareholders because they lack an appropriate equity component, except that such cases |
34
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will be considered CASE-BY-CASE in connection with executives already holding significant
equity positions. |
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Generally, vote AGAINST plans that contain an overly liberal change in control
definition (e.g., does not result in actual change in control). |
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Consider plans CASE-BY-CASE if the Agent raises other considerations not
otherwise provided for herein. |
Restricted Stock or Stock Option Plans
Consider proposals for restricted stock or stock option plans, or the issuance of shares in
connection with such plans, on a CASE-BY-CASE basis, considering factors such as level of
disclosure and adequacy of vesting or performance requirements. Plans that do not meet the Agents
criteria in this regard may be supported, but vote AGAINST if no disclosure is provided regarding
either vesting or performance requirements.
Management Proposals Seeking Approval to Reprice Options
Review on a CASE-BY-CASE basis management proposals seeking approval to reprice, replace or
exchange options, considering factors such as rationale, historic trading patterns, value-for-value
exchange, vesting periods and replacement option terms. Generally, vote FOR proposals that meet
the Agents criteria for acceptable repricing, replacement or exchange transactions, except that
considerations raised by the Agent regarding burn rate or executive participation shall not be
grounds for withholding support.
Vote AGAINST compensation plans that (1) permit or may permit (e.g., history of repricing and no
express prohibition against future repricing) repricing of stock options, or any form or
alternative to repricing, without shareholder approval, (2) include provisions that permit
repricing, replacement or exchange transactions that do not meet the Agents criteria (except
regarding burn rate or executive participation as noted above), or (3) give the board sole
discretion to approve option repricing, replacement or exchange programs.
Director Compensation
Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions
generally based on the Agents quantitative approach described above as well as a review of
qualitative features of the plan in cases in which costs exceed the Agents threshold. DO NOT VOTE
AGAINST plans for which burn rate is the sole consideration raised by the Agent.
Employee Stock Purchase Plans
Votes on employee stock purchase plans, and capital issuances in support of such plans, should be
made on a CASE-BY-CASE basis, with voting decisions generally based on the Agents approach to
evaluating such plans, except that negative recommendations by the Agent due to evergreen
provisions will be reviewed CASE-BY-CASE, voted FOR if the company has provided a reasonable
rationale and/or adequate disclosure regarding the plan as a whole.
35
OBRA-Related Compensation Proposals
Votes on plans intended to qualify for favorable tax treatment under the provisions of Section
162(m) of OBRA should be evaluated irrespective of the Agents assessment of board independence,
provided that the board meets the independence requirements of the relevant listing exchange and no
potential recipient under the plan(s) sits on the committee that exercises discretion over the
related compensation awards. Unless the issuer has provided a compelling rationale, generally vote
with the Agents recommendations AGAINST plans that deliver excessive compensation that fails to
qualify for favorable tax treatment.
Amendments that Place a Cap on Annual Grants or Amend Administrative Features
Generally, vote FOR plans that simply amend shareholder-approved plans to include administrative
features or place a cap on the annual grants any one participant may receive to comply with the
provisions of Section 162(m) of OBRA.
Amendments to Add Performance-Based Goals
Generally, vote FOR amendments to add performance goals to existing compensation plans to comply
with the provisions of Section 162(m) of OBRA.
Amendments to Increase Shares and Retain Tax Deductions Under OBRA
Votes on amendments to existing plans to increase shares reserved and to qualify the plan for
favorable tax treatment under the provisions of Section 162(m) should be evaluated on a
CASE-BY-CASE basis, generally voting FOR such plans that do not raise any negative concerns
under these Guidelines.
Approval of Cash or Cash-and-Stock Bonus Plans
Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes
under the provisions of Section 162(m) of OBRA, with primary consideration given to managements
assessment that such plan meets the requirements for exemption of performance-based
compensation.
Shareholder Proposals Regarding Executive and Director Pay
Regarding the remuneration of individuals other than senior executives and directors, generally,
vote AGAINST shareholder proposals that seek to expand or restrict disclosure or require
shareholder approval beyond regulatory requirements and market practice. Vote AGAINST shareholder
proposals that seek disclosure of executive or director compensation if providing it would be out
of step with market practice and potentially disruptive to the business.
Unless evidence exists of abuse in historical compensation practices, and except as otherwise
provided for herein, generally vote AGAINST shareholder proposals that seek to impose new
compensation structures or policies, such as claw back recoupments or advisory votes.
Severance and Termination Payments
Generally, vote FOR shareholder proposals to have parachute arrangements submitted for shareholder
ratification (with parachutes defined as compensation arrangements related to
36
termination that
specify change in control events) and provided that the proposal does not include unduly
restrictive or arbitrary provisions such as advance approval requirements.
Generally vote AGAINST shareholder proposals to submit executive severance agreements for
shareholder ratification, unless such proposals specify change in control events, Supplemental
Executive Retirement Plans, or deferred executive compensation plans, or ratification is required
by the listing exchange.
Review on a CASE-BY-CASE basis all proposals to approve, ratify or cancel executive severance or
termination arrangements, including those related to executive recruitment or retention, generally
voting FOR such compensation arrangements if the issuer has provided adequate rationale and/or
disclosure or support is recommended by the Agent or Investment Professional (e.g., as a condition
to a major transaction such as a merger). However, vote in accordance with the Agents
recommendations FOR new or materially amended plans, contracts or payments that require change in
control provisions to be double-triggered and defined to require an actual change in control,
except that plans, contracts or payments not meeting such standards may be supported if mitigating
provisions or board actions (e.g., clawbacks) are present.
Employee Stock Ownership Plans (ESOPs)
Generally, vote FOR proposals that request shareholder approval in order to implement an ESOP or to
increase authorized shares for existing ESOPs, except in cases when the number of shares allocated
to the ESOP is excessive (i.e., generally greater than five percent of outstanding shares).
401(k) Employee Benefit Plans
Generally, vote FOR proposals to implement a 401(k) savings plan for employees.
Holding Periods
Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold
company stock.
Advisory Votes on Executive Compensation (Say on Pay)
Generally, management proposals seeking ratification of the companys compensation program will be
voted FOR unless the program includes practices or features not supported under these Guidelines
and the proposal receives a negative recommendation from the Agent. Unless otherwise provided for
herein, proposals not receiving the Agents support due to concerns regarding severance/termination
payments, incentive structures or vesting or performance criteria not otherwise supported by these
Guidelines will be considered on a CASE-BY-CASE basis, factoring in whether the issuer has made
improvements to its overall compensation program and generally voting FOR if the company has
provided a reasonable rationale and/or adequate disclosure regarding the matter(s) under
consideration. For say on pay proposals not supported by the Agent and referencing incentive plan
concerns:
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(1) |
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Long-term incentive plans: Proposals will be voted AGAINST if they cite
long-term incentive plans that are inadequately aligned with shareholders because they are
cash-based or lack an appropriate equity component, except that such cases will be |
37
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considered CASE-BY-CASE in connection with executives already holding significant equity
positions. |
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(2) |
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Short-term incentive plans: Proposals will be considered on a CASE-BY-CASE
basis if they cite short-term incentive plans over which the board has exercised discretion
to exclude extraordinary items, and voted AGAINST if treatment of such items has been
inconsistent (e.g., exclusion of losses but not gains). |
Generally, vote AGAINST proposals when named executives have material input into setting their own
compensation.
Generally, vote AGAINST proposals presented by issuers subject to Troubled Asset Relief Program
(TARP) provisions if there is inadequate discussion of the process for ensuring that incentive
compensation does not encourage excessive risk-taking.
9. State of Incorporation
Voting on State Takeover Statutes
Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including
control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair
price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract
provisions, anti-greenmail provisions, and disgorgement provisions).
Voting on Reincorporation Proposals
Proposals to change a companys state of incorporation should be examined on a CASE-BY-CASE basis,
generally supporting management proposals not assessed as a potential takeover defense, but if so
assessed, weighing managements rationale for the change. Generally, vote FOR management
reincorporation proposals upon which another key proposal, such as a merger transaction, is
contingent if the other key proposal is also supported. Generally, vote AGAINST shareholder
reincorporation proposals not also supported by the company.
10. Mergers and Corporate Restructurings
Input from the Investment Professional(s) for a given Fund shall be given primary consideration
with respect to proposals regarding business combinations, particularly those between otherwise
unaffiliated parties, or other corporate restructurings being considered on behalf of that Fund.
Generally, vote FOR a proposal not typically supported under these Guidelines if a key proposal,
such as a merger transaction, is contingent upon its support and a vote FOR is accordingly
recommended by the Agent or an Investment Professional.
Mergers and Acquisitions
Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis.
Corporate Restructuring
Votes on corporate restructuring proposals, including demergers, minority squeezeouts, leveraged
buyouts, spinoffs, liquidations, dispositions, divestitures and asset sales, should be
38
considered
on a CASE-BY-CASE basis, with voting decisions generally based on the Agents approach to
evaluating such proposals.
Adjournment
Generally, vote FOR proposals to adjourn a meeting to provide additional time for vote solicitation
when the primary proposal is also voted FOR.
Appraisal Rights
Generally, vote FOR proposals to restore, or provide shareholders with, rights of appraisal.
Changing Corporate Name
Generally, vote FOR changing the corporate name.
11. Mutual Fund Proxies
Approving New Classes or Series of Shares
Generally, vote FOR the establishment of new classes or series of shares.
Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval
Generally, vote FOR these proposals.
Master-Feeder Structure
Generally, vote FOR the establishment of a master-feeder structure.
Establish Director Ownership Requirement
Generally, vote AGAINST shareholder proposals for the establishment of a director ownership
requirement.
The matters below should be examined on a CASE-BY-CASE basis:
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Election of Directors |
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Converting Closed-end Fund to Open-end Fund |
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Proxy Contests |
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Investment Advisory Agreements |
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Preferred Stock Proposals |
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1940 Act Policies |
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Changing a Fundamental Restriction to a Nonfundamental Restriction |
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Change Fundamental Investment Objective to Nonfundamental |
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Name Rule Proposals |
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Disposition of Assets/Termination/Liquidation |
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Changes to the Charter Document |
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Changing the Domicile of a Fund |
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Change in Funds Subclassification
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39
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Distribution Agreements |
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Mergers |
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Reimburse Shareholder for Expenses Incurred |
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Terminate the Investment Advisor |
12. Social and Environmental Issues
These issues cover a wide range of topics. In general, unless otherwise specified herein, vote
CASE-BY-CASE. While a wide variety of factors may go into each analysis, the overall principle
guiding all vote recommendations focuses on how or whether the proposal will enhance the economic
value of the company. Because a companys board is likely to have access to relevant, non-public
information regarding a companys business, such proposals will generally be voted in a manner
intended to give the board (rather than shareholders) latitude to set corporate policy and oversee
management.
Absent concurring support from the issuer, compelling evidence of abuse, significant public
controversy or litigation, the issuers significant history of relevant violations; or activities
not in step with market practice or regulatory requirements, or unless provided for otherwise
herein, generally vote AGAINST shareholder proposals seeking to dictate corporate conduct, apply
existing law, duplicate policies already substantially in place and/or addressed by the issuer, or
release information that would not help a shareholder evaluate an investment in the corporation as
an economic matter. Such proposals would generally include those seeking preparation of reports
and/or implementation or additional disclosure of corporate policies related to issues such as
consumer and public safety, environment and energy, labor standards and human rights, military
business and political concerns, workplace diversity and non-discrimination, sustainability, social
issues, vendor activities, economic risk or matters of science and engineering.
13. Global Proxies
The foregoing Guidelines provided in connection with proxies of U.S. issuers shall also be applied
to global proxies where applicable and not provided for otherwise herein. The following provide
for differing regulatory and legal requirements, market practices and political and economic
systems existing in various global markets.
Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote AGAINST
global proxy proposals in cases in which the Agent recommends voting AGAINST such proposal because
relevant disclosure by the issuer, or the time provided for consideration of such disclosure, is
inadequate. For purposes of these global Guidelines, AGAINST shall mean withholding of support
for a proposal, resulting in submission of a vote of AGAINST or ABSTAIN, as appropriate for the
given market and level of concern raised by the Agent regarding the issue or lack of disclosure or
time provided.
40
In connection with practices described herein that are associated with a firm AGAINST vote, it
shall generally be the policy of the Funds to consider them on a CASE-BY-CASE basis if the Agent
recommends their support (1) as the issuer or market transitions to better practices (e.g., having
committed to new regulations or governance codes) or (2) as the more favorable choice in cases in
which shareholders must choose between alternate proposals.
Routine Management Proposals
Generally, vote FOR the following and other similar routine management proposals:
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the opening of the shareholder meeting |
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that the meeting has been convened under local regulatory requirements |
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the presence of quorum |
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the agenda for the shareholder meeting |
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the election of the chair of the meeting |
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the appointment of shareholders to co-sign the minutes of the meeting |
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regulatory filings (e.g., to effect approved share issuances) |
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the designation of inspector or shareholder representative(s) of minutes of
meeting |
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the designation of two shareholders to approve and sign minutes of meeting |
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the allowance of questions |
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the publication of minutes |
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the closing of the shareholder meeting |
Consider proposals seeking authority to call shareholder meetings on less than 21 days notice on a
CASE-BY-CASE basis, with voting decisions generally based on the Agents approach to consider
whether the issuer has provided clear disclosure of its compliance with any hurdle conditions for
the authority imposed by applicable law and has historically limited it use of such authority to
time-sensitive matters.
Discharge of Management/Supervisory Board Members
Generally, vote FOR management proposals seeking the discharge of management and supervisory board
members, unless the Agent recommends AGAINST due to concern about the past actions of the companys
auditors or directors or legal action is being taken against the board by other shareholders,
including when the proposal is bundled. Generally do not withhold support from such proposals in
connection with remuneration practices otherwise supported under these Guidelines or as a means of
expressing disapproval of broader practices of the issuer or its board.
Director Elections
Unless otherwise provided for herein, the Agents standards with respect to determining director
independence shall apply. These standards generally provide that, to be considered completely
independent, a director shall have no material connection to the company other than the board seat.
41
Agreement with the Agents independence standards shall not dictate that a Funds vote shall be
cast according to the Agents corresponding recommendation. Further, unless otherwise provided for
herein, the application of Guidelines in connection with such standards shall apply only in cases
in which the nominees level of independence can be ascertained based on available disclosure.
These policies generally apply to director nominees in uncontested elections; votes in contested
elections, and votes on director nominees not subject to policies described herein, should be made
on a CASE-BY-CASE basis, with primary consideration in contested elections given to input from the
Investment Professional(s) for a given Fund.
For issuers domiciled in Canada, Finland, France, Ireland, the Netherlands, Sweden or tax haven
markets, generally vote AGAINST non-independent directors in cases in which the full board serves
as the audit committee, or the company does not have an audit committee.
For issuers in all markets, including those in tax haven markets and those in Japan that have
adopted the U.S.-style board-with-committees structure, vote AGAINST non-independent nominees to
the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate. If the slate
is bundled and audit committee membership is unclear or proposed as a separate agenda item, vote
FOR if the Agent otherwise recommends support. For Canadian issuers, the Funds U.S. Guidelines
with respect to audit committees shall apply; in addition, nominees (or slates of nominees) will be
voted AGAINST if they do not comply with regulatory requirements to disclose audit fees broken down
by category.
Negative recommendations from the Agent on slate ballots of nominees at Canadian issuers will be
considered on a CASE-BY-CASE basis if the board is classified or the Agent cites other
concerns not otherwise supported by these Guidelines, generally voting AGAINST when concerns relate
to dual class capital structures or other anti-takeover/entrenchment devices.
In tax haven markets, DO NOT VOTE AGAINST non-independent directors in cases in which the full
board serves as the compensation committee, or the company does not have a compensation committee.
Vote FOR non-independent directors who sit on the compensation or nominating committees if such
committee meets the applicable independence requirements of the relevant listing exchange.
In cases in which committee membership is unclear, consider non-independent director nominees on a
CASE-BY-CASE basis if no other issues have been raised in connection with his/her nomination.
Generally follow the Agents recommendations to vote AGAINST individuals nominated as
outside/non-executive directors who do not meet the Agents standard for independence, unless the
slate of nominees is bundled, in which case the proposal(s) to elect board members shall be
considered on a CASE-BY-CASE basis.
42
For issuers in tax haven markets, generally withhold support (AGAINST or ABSTAIN, as appropriate)
from bundled slates of nominees if the board is non-majority independent. For issuers in Canada
and other global markets, generally follow the Agents standards for withholding support from
bundled slates or non-independent directors (typically excluding the CEO), as applicable, if the
board does not meet the Agents independence standards or the boards independence cannot be
ascertained due to inadequate disclosure.
For issuers in Japan, generally follow the Agents recommendations in furtherance of greater board
independence and minority shareholder protections. Specifically, at listed subsidiary companies
with publicly-traded parent companies, generally vote AGAINST reelection of top executives if the
board after the shareholder meeting does not include at least two directors deemed independent
under the Agents standards. At listed subsidiaries with the U.S.-style board-with-committees,
generally also vote AGAINST nominating committee members who are insiders or affiliated outsiders
if the board after the shareholder meeting does not include at least two directors deemed
independent under the Agents standards. However, so that companies may have time to identify and
recruit qualified candidates, for 2010, generally DO NOT VOTE AGAINST the reelection of executives
if the company has at least one independent director.
Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of
nominees presented in a manner not aligned with market practice and/or legislation, including:
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Bundled slates of nominees (e.g., France, Hong Kong or Spain); |
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Simultaneous reappointment of retiring directors (e.g., South Africa); |
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In markets with term lengths capped by legislation or market practice,
nominees whose terms exceed the caps or are not disclosed (except that bundled slates with
such lack of disclosure shall be considered on a CASE-BY-CASE basis); or |
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Nominees whose names are not disclosed in advance of the meeting (e.g.,
Austria, Philippines, Hong Kong or South Africa) or far enough in advance relative to
voting deadlines (e.g., Italy) to make an informed voting decision. |
Such criteria will not generally provide grounds for withholding support in countries in which they
may be identified as best practice but such legislation or market practice is not yet applicable,
unless specific governance shortfalls identified by the Agent (e.g., director terms longer than
four years) indicate diminished accountability to shareholders and so dictate that less latitude
should be extended to the issuer.
Generally vote FOR nominees without regard to recommendations that the position of chairman should
be separate from that of CEO or otherwise required to be independent, unless other concerns
requiring CASE-BY-CASE consideration have been raised. The latter would include former CEOs
proposed as board chairmen in markets such as the United Kingdom for which best practice and the
Agent recommend against such practice.
In cases in which cumulative or net voting applies, generally vote with Agents recommendation to
support nominees asserted by the issuer to be independent, even if independence disclosure or
criteria fall short of Agents standards.
43
Consider nominees for whom the Agent has raised concerns regarding scandals or internal controls on
a CASE-BY-CASE basis, generally withholding support (AGAINST or ABSTAIN, as appropriate) from
nominees or slates of nominees when:
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The scandal or shortfall in controls took place at the company, or an
affiliate, for which the nominee is being considered; |
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Culpability can be attributed to the nominee (e.g., nominee manages or audits
relevant function), and |
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The nominee has been directly implicated, with resulting arrest and criminal
charge or regulatory sanction. |
Consider non-independent nominees on a CASE-BY-CASE basis when the Agent has raised concerns
regarding diminished shareholder value as evidenced by a significant drop in share price, generally
voting with Agents recommendation AGAINST such nominees when few, if any, outside directors are
present on the board and:
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The founding family has retained undue influence over the company despite a
history of scandal or problematic controls; |
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The nominees have engaged in protectionist activities such as introduction of
a poison pill or preferential and/or dilutive share issuances; or |
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Evidence exists regarding compliance or accounting shortfalls. |
If the Agent recommends withholding support due to other material failures or egregious actions,
the Funds U.S. Guidelines with respect such issues shall apply.
Consider nominees serving on the remuneration committee on a CASE-BY-CASE basis if the Agent
recommends withholding support from nominees in connection with remuneration
practices not otherwise supported by these Guidelines, including cases in which the issuer has not
followed market practice by submitting a resolution on executive compensation.
For markets such as the tax havens, Australia, Canada, Hong Kong, Malaysia, Singapore and South
Africa (and for outside directors in South Korea) in which nominees attendance records are
adequately disclosed, the Funds U.S. Guidelines with respect to director attendance shall apply.
The same two-year attendance policy shall be applied regarding attendance by directors and
statutory auditors of Japanese companies if year-over-year data can be tracked by nominee. For
issuers in Canada, generally vote AGAINST a slate of nominees if one or more nominees fail the
attendance Guideline, unless the Agent cites compelling reasons for supporting the slate (e.g., the
issuers commitment to replace slate elections with individual elections within a year).
Consider self-nominated director candidates on a CASE-BY-CASE basis, with voting decisions
generally based on the Agents approach to evaluating such candidates, except that (1) an
unqualified candidate will generally not be supported simply to effect a protest vote and (2)
cases of multiple self-nominated candidates may be considered as a proxy contest if similar issues
are raised (e.g., potential change in control).
44
Generally vote FOR nominees without regard to over-boarding issues raised by the Agent unless
other concerns requiring CASE-BY-CASE consideration have been raised.
In cases where a director holds more than one board seat and corresponding votes, manifested as one
seat as a physical person plus an additional seat as a representative of a legal entity, generally
vote with the Agents recommendation to withhold support (AGAINST or ABSTAIN, as appropriate) from
the legal entity and vote on the physical person.
Generally, vote with the Agents recommendation to withhold support (AGAINST or ABSTAIN, as
appropriate) from nominees for whom support has become moot since the time the individual was
nominated (e.g., due to death, disqualification or determination not to accept appointment).
Generally, vote with the Agents recommendation when more candidates are presented than available
seats and no other provisions under these Guidelines apply.
For companies incorporated in tax haven markets but which trade exclusively in the U.S., the Funds
U.S. Guidelines with respect to director elections shall apply.
Board Structure
Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range
if the range is reasonable in the context of market practice and anti-takeover considerations.
Proposed article amendments in this regard shall be considered on a CASE-BY-CASE basis, with voting
decisions generally based on the Agents approach to evaluating such proposals.
Director and Officer Indemnification and Liability Protection
Generally, vote in accordance with the Agents standards for indemnification and liability
protection for officers and directors, voting AGAINST overly broad provisions.
Independent Statutory Auditors
With respect to Japanese companies that have not adopted the U.S.-style board-with-committees
structure, vote AGAINST any nominee to the position of independent statutory auditor whom the
Agent considers affiliated, e.g., if the nominee has worked a significant portion of his career for
the company, its main bank or one of its top shareholders. Where shareholders are forced to vote
on multiple nominees in a single resolution, vote AGAINST all nominees. In cases in which multiple
slates of statutory auditors are presented, generally vote with the Agents recommendation,
typically to support nominees deemed to be more independent and/or aligned with interests of
minority shareholders.
Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor
internal controls.
45
Key Committees
Generally, vote AGAINST proposals that permit non-board members to serve on the audit, compensation
or nominating committee, provided that bundled slates may be supported if no slate nominee serves
on the relevant committee(s). If not otherwise addressed under these Guidelines, consider other
negative recommendations from the Agent regarding committee members on a CASE-BY-CASE basis.
Director and Statutory Auditor Remuneration
Consider director compensation plans on a CASE-BY-CASE basis, with voting decisions generally based
on the Agents approach to evaluating such proposals, while also factoring in the merits of the
rationale and disclosure provided.
Generally, vote FOR proposals to approve the remuneration of directors and auditors as long as the
amount is not excessive (e.g., significant increases should be supported by adequate rationale and
disclosure), there is no evidence of abuse, the recipients overall compensation appears
reasonable, and the board and/or responsible committee meets exchange or market standards for
independence.
For European issuers, vote AGAINST non-executive director remuneration if:
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The advance general meeting documents do not specify fees paid to
non-executive directors; |
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The company seeks to excessively increase the fees relative to market or
sector practices without providing a reasonable rationale for the increase; or |
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It provides for granting of stock options or similarly structured equity-based
compensation. |
For Toronto Stock Exchange (TSX) issuers, the Agents limits with respect to equity awards to
non-employee directors shall apply.
Bonus Payments
With respect to Japanese companies, generally vote FOR retirement bonus proposals if all payments
are for directors and auditors who have served as executives of the company.
Generally vote AGAINST such proposals if one or more payments are for non-executive, affiliated
directors or statutory auditors when one or more of the individuals to whom the grants are being
proposed (1) has not served in an executive capacity for the company for at least three years or
(2) has been designated by the company as an independent statutory auditor, regardless of the
length of time he/she has served. In all markets, if issues have been raised regarding a scandal
or internal controls, generally vote AGAINST bonus proposals for retiring directors or continuing
directors or auditors when culpability can be attributed to the nominee (e.g., if a Fund is also
voting AGAINST the nominee under criteria herein regarding issues of scandal or internal controls),
unless bundled with bonuses for a majority of directors or auditors a Fund is voting FOR.
Stock Option Plans for Independent Internal Statutory Auditors
With respect to Japanese companies, follow the Agents guidelines with respect to proposals
regarding option grants to independent internal statutory auditors or other outside parties,
generally voting AGAINST such plans.
46
Compensation Plans
Unless otherwise provided for herein, votes with respect to compensation plans, and awards
thereunder or capital issuances in support thereof, should be determined on a CASE-BY-CASE basis,
with voting decisions generally based on the Agents approach to evaluating such plans, considering
quantitative or qualitative factors as appropriate for the market.
Amendment Procedures for Equity Compensation Plans and ESPPs
For TSX issuers, votes with respect to amendment procedures for security-based compensation
arrangements and employee share purchase plans shall generally be cast in a manner designed to
preserve shareholder approval rights, with voting decisions generally based on the Agents
recommendation.
Shares Reserved for Equity Compensation Plans
Unless otherwise provided for herein, voting decisions shall generally be based on the Agents
methodology, including classification of a companys stage of development as growth or mature and
the corresponding determination as to reasonability of the share requests.
Generally, vote AGAINST equity compensation plans (e.g., option, warrant, restricted stock or
employee share purchase plans or participation in company offerings such as IPOs or private
placements), the issuance of shares in connection with such plans, or related management proposals
(e.g., article amendments) that:
|
|
|
Exceed Agents recommended dilution limits, including cases in which the Agent
suggests dilution cannot be fully assessed (e.g., due to inadequate disclosure); |
|
|
|
|
Provide deep or near-term discounts (or the equivalent, such as dividend
equivalents on unexercised options) to executives or directors, unless discounts to
executives are adequately mitigated by other requirements such as long-term vesting (e.g.,
Japan) or broad-based employee participation otherwise meeting the Agents standards (e.g.,
France); |
|
|
|
|
Are administered with discretion by potential grant recipients, unless such
discretion is deemed acceptable due to market practice or other mitigating provisions; |
|
|
|
|
Provide for retirement benefits or equity incentive awards to outside
directors if not in line with market practice (e.g., Australia, Belgium, The Netherlands); |
|
|
|
|
Permit financial assistance in the form of non-recourse (or essentially
non-recourse) loans in connection with executives participation; |
|
|
|
|
For matching share plans, do not meet the Agents standards, considering
holding period, discounts, dilution, participation, purchase price and performance
criteria; |
|
|
|
|
Provide for vesting upon change in control if deemed to evidence a conflict of
interest or anti-takeover device or if the change in control definition is too liberal
(e.g., does not result in actual change in control); |
|
|
|
|
Provide no disclosure regarding vesting or performance criteria (provided that
proposals providing disclosure in one or both areas, without regard to Agents criteria for
such disclosure, shall be supported provided they otherwise satisfy these Guidelines); |
|
|
|
|
Permit post-employment vesting if deemed inappropriate by the Agent;
|
47
|
|
|
Allow plan administrators to make material amendments without shareholder
approval unless adequate prior disclosure has been provided, with such voting decisions
generally based on the Agents approach to evaluating such plans; or |
|
|
|
|
Provide for retesting in connection with achievement of performance hurdles
unless the Agents analysis indicates that (1) performance targets are adequately increased
in proportion to the additional time available, (2) the retesting is de minimis as a
percentage of overall compensation or is acceptable relative to market practice, or (3) the
issuer has committed to cease retesting within a reasonable period of time. |
Generally, vote FOR such plans/awards or the related issuance of shares that (1) do not suffer from
the defects noted above, or (2) otherwise meet the Agents tests if the considerations raised by
the Agent pertain primarily to performance hurdles, contract or notice periods,
severance/termination payments relative to multiples of annual compensation, discretionary bonuses,
recruitment awards, retention incentives, non-compete payments or vesting upon change in control
(other than addressed above), if:
|
(1) |
|
The company has provided adequate disclosure and/or a reasonable rationale regarding
the relevant plan/award, practice or participation; |
|
|
(2) |
|
The recipients overall compensation appears reasonable; |
|
|
(3) |
|
Potential payments or awards are not so significant (individually or collectively) as
to potentially influence an executives decision-making (e.g., to enter into a transaction
that will result in a change of control payment) or to effectively act as a poison pill;
and |
|
|
(4) |
|
The board and/or responsible committee meets exchange or market standards for
independence. |
Unless otherwise provided for herein, market practice of the primary country in which a company
does business, or in which an employee is serving, as applicable, shall supersede that of the
issuers domicile.
Consider proposals in connection with such plans or the related issuance of shares in other
instances on a CASE-BY-CASE basis.
Remuneration Reports (Advisory Votes on Executive Compensation)
Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of
concerns identified by the Agent) from remuneration reports/advisory votes on compensation that
include compensation plans that:
|
(1) |
|
Permit practices or features not supported under these Guidelines, including financial
assistance under the conditions described above; |
|
|
(2) |
|
Permit retesting excessive relative to market practice (irrespective of the Agents
support for the report as a whole); |
|
|
(3) |
|
Cite long-term incentive plans deemed to be inadequately based on equity awards (e.g.,
cash-based plans or plans lacking an appropriate equity component); |
|
|
(4) |
|
Cite equity award valuation methods triggering a negative recommendation from the
Agent; |
|
|
(5) |
|
For issuers in the United Kingdom, include components, metrics or rationales that have
not been adequately disclosed; |
48
|
(6) |
|
For issuers in Australia, permit open market purchase of shares in support of equity
grants in lieu of seeking shareholder approval, but only if the issuer has a history of
significant negative votes when formally seeking approval for such grants; or |
|
|
(7) |
|
Include provisions for retirement benefits or equity incentive awards to outside
directors if not in line with market practice, except that reports will generally be voted
FOR if contractual components are reasonably aligned with market practices on a
going-forward basis (e.g., existing obligations related to retirement benefits or terms
contrary to evolving standards would not preclude support for the report). |
Reports receiving the Agents support and not triggering the concerns cited above will generally be
voted FOR. Unless otherwise provided for herein, reports not receiving the Agents support due to
concerns regarding severance/termination payments, leaver status, incentive structures and
vesting or performance criteria not otherwise supported by these Guidelines shall be considered on
a CASE-BY-CASE basis, generally voted FOR if:
|
(1) |
|
The company has provided a reasonable rationale and/or adequate disclosure regarding
the matter(s) under consideration; |
|
|
(2) |
|
The recipients overall compensation appears reasonable, and; |
|
|
(3) |
|
The board and/or responsible committee meets exchange or market standards for
independence. |
Reports with typically unsupported features may be voted FOR in cases in which the Agent recommends
their initial support as the issuer or market transitions to better practices (e.g., having
committed to new regulations or governance codes).
Shareholder Proposals Regarding Executive and Director Pay
The Funds U.S. Guidelines with respect to such shareholder proposals shall apply.
General Share Issuances
Unless otherwise provided for herein, voting decisions shall generally be based on the Agents
practice to determine support for general issuance requests (with or without preemptive rights), or
related requests to repurchase and reissue shares, based on their amount relative to currently
issued capital, appropriate volume and duration parameters, and market-specific considerations
(e.g., priority right protections in France, reasonable levels of dilution and discount in Hong
Kong). Requests to reissue repurchased shares will not be supported unless a related general
issuance request is also supported.
Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the
companys rationale.
Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), convertible
bonds or warrants, to grant rights to acquire shares, or to amend the corporate charter relative to
such issuances or grants in cases in which concerns have been identified by the Agent with respect
to inadequate disclosure, inadequate restrictions on discounts, failure to meet the Agents
standards for general issuance requests, or authority to refresh share issuance amounts without
prior shareholder approval.
Generally, vote AGAINST nonspecific proposals authorizing excessive discretion to a board.
49
Increases in Authorized Capital
Unless otherwise provided for herein, voting decisions should generally be based on the Agents
approach, as follows. Generally:
|
|
|
Vote FOR nonspecific proposals, including bundled proposals, to increase
authorized capital up to 100 percent over the current authorization unless the increase
would leave the company with less than 30 percent of its new authorization outstanding. |
|
|
|
|
Vote FOR specific proposals to increase authorized capital, unless: |
|
|
|
The specific purpose of the increase (such as a share-based acquisition or
merger) does not meet these Guidelines for the purpose being proposed; or |
|
|
|
|
The increase would leave the company with less than 30 percent of its new
authorization outstanding after adjusting for all proposed issuances. |
|
|
|
Vote AGAINST proposals to adopt unlimited capital authorizations. |
|
|
|
|
The Agents market-specific exceptions to the above parameters (e.g., The
Netherlands, due to hybrid market controls) shall be applied. |
Preferred Stock
Unless otherwise provided for herein, voting decisions should generally be based on the Agents
approach, including:
|
|
|
Vote FOR the creation of a new class of preferred stock or issuances of
preferred stock up to 50 percent of issued capital unless the terms of the preferred stock
would adversely affect the rights of existing shareholders. |
|
|
|
|
Vote FOR the creation/issuance of convertible preferred stock as long as the
maximum number of common shares that could be issued upon conversion meets the Agents
guidelines on equity issuance requests. |
|
|
|
|
Vote AGAINST the creation of (1) a new class of preference shares that would
carry superior voting rights to the common shares or (2) blank check preferred stock unless
the board states that the authorization will not be used to thwart a takeover bid. |
Poison Pills/Protective Preference Shares
Generally, vote AGAINST management proposals in connection with poison pills or anti-takeover
activities (e.g., disclosure requirements or issuances, transfers or repurchases) that do not meet
the Agents standards. Generally vote in accordance with Agents recommendation to
withhold support from a nominee in connection with poison pill or anti-takeover considerations when
culpability for the actions can be specifically attributed to the nominee. Generally DO NOT VOTE
AGAINST director remuneration in connection with poison pill considerations raised by the Agent.
Waiver on Tender-Bid Requirement
Generally, consider proposals on a CASE-BY-CASE basis seeking a waiver for a major shareholder from
the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of
a creeping takeover exists and the company has provided a reasonable rationale for the request.
50
Approval of Financial Statements and Director and Auditor Reports
Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless
there is concern about the companys financial accounts and reporting, which, in the case of
related party transactions, would include concerns raised by the Agent regarding consulting
agreements with non-executive directors but not severance/termination payments exceeding the
Agents standards for multiples of annual compensation, provided the recipients overall
compensation appears reasonable and the board and/or responsible committee meets exchange or market
standards for independence. Unless otherwise provided for herein, reports not receiving the
Agents support due to other concerns regarding severance/termination payments not otherwise
supported by these Guidelines shall be considered on a CASE-BY-CASE basis, factoring in the merits
of the rationale or disclosure provided and generally voted FOR if the overall compensation package
and/or program at issue appears reasonable. Generally, vote AGAINST board-issued reports receiving
a negative recommendation from the Agent due to concerns regarding independence of the board or the
presence of non-independent directors on the audit committee. However, generally do not withhold
support from such proposals in connection with remuneration practices otherwise supported under
these Guidelines or as a means of expressing disapproval of broader practices of the issuer or its
board.
Remuneration of Auditors
Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors,
unless there is evidence of excessive compensation relative to the size and nature of the company.
Indemnification of Auditors
Generally, vote AGAINST proposals to indemnify auditors.
Ratification of Auditors and Approval of Auditors Fees
For Canadian issuers, the Funds U.S. Guidelines with respect to auditors and auditor fees shall
apply.
For other markets, generally, follow the Agents standards for proposals seeking auditor
ratification or approval of auditors fees, which indicate a vote FOR such proposals for European
companies in the MSCI EAFE index, provided the level of disclosure and independence meet the
Agents standards. However, if fees for non-audit services (excluding significant, one-time
events) exceed 50 percent of total auditor fees, consider on a CASE-BY-CASE basis, and vote
FOR ratification of auditors or approval of auditors fees if it appears that remuneration for the
non-audit work is not so lucrative as to taint the auditors independence.
In other cases, generally vote FOR such proposals unless there are material concerns raised by the
Agent about the auditors practices or independence.
Audit Commission
Consider nominees to the audit commission on a CASE-BY-CASE basis, with voting decisions generally
based on the Agents approach to evaluating such candidates.
51
Allocation of Income and Dividends
With respect to Japanese companies, consider management proposals concerning allocation of income
and the distribution of dividends, including adjustments to reserves to make capital available for
such purposes, on a CASE-BY-CASE basis, generally voting with the Agents recommendations to
support such proposals unless:
|
|
|
The dividend payout ratio has been consistently below 30 percent without
adequate explanation; or |
|
|
|
|
The payout is excessive given the companys financial position. |
Generally vote FOR such proposals by issuers in other markets. In any markets, in the event
management offers multiple dividend proposals on the same agenda, primary consideration shall be
given to input from the relevant Investment Professional(s) and voted with the Agents
recommendation if no input is received.
Stock (Scrip) Dividend Alternatives
Generally, vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not
allow for a cash option unless management demonstrates that the cash option is harmful to
shareholder value.
Debt Instruments
Generally, vote AGAINST proposals authorizing excessive discretion to a board to issue or set terms
for debt instruments (e.g., commercial paper).
Debt Issuance Requests
When evaluating a debt issuance request, the issuing companys present financial situation is
examined. The main factor for analysis is the companys current debt-to-equity ratio, or gearing
level. A high gearing level may incline markets and financial analysts to downgrade the companys
bond rating, increasing its investment risk factor in the process. A gearing level up to 100
percent is considered acceptable.
Generally, vote FOR debt issuances for companies when the gearing level is between zero and 100
percent. Review on a CASE-BY-CASE basis proposals where the issuance of debt will result in the
gearing level being greater than 100 percent, or for which inadequate disclosure precludes
calculation of the gearing level, comparing any such proposed debt issuance to industry and market
standards, and with voting decisions generally based on the Agents approach to evaluating such
requests.
Financing Plans
Generally, vote FOR the adoption of financing plans if they are in the best economic interests of
shareholders.
Related Party Transactions
Consider related party transactions on a CASE-BY-CASE basis. Generally, vote FOR approval of such
transactions unless the agreement requests a strategic move outside the companys
52
charter or
contains unfavorable or high-risk terms (e.g., deposits without security interest or guaranty).
Approval of Donations
Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided; if
so, single- or multi-year authorities may be supported.
Capitalization of Reserves
Generally, vote FOR proposals to capitalize the companys reserves for bonus issues of shares or to
increase the par value of shares.
Investment of Company Reserves
These proposals should generally be analyzed on a CASE-BY-CASE basis, with primary consideration
given to input from the Investment Professional(s) for a given Fund.
Article Amendments
Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.
Generally, vote FOR an article amendment if:
|
|
|
It is editorial in nature; |
|
|
|
|
Shareholder rights are protected; |
|
|
|
|
There is negligible or positive impact on shareholder value; |
|
|
|
|
Management provides adequate reasons for the amendments or the Agent otherwise
supports managements position; |
|
|
|
|
It seeks to discontinue and/or delist a form of the issuers securities in
cases in which the relevant Fund does not hold the affected security type; or |
|
|
|
|
The company is required to do so by law (if applicable). |
Generally, vote AGAINST an article amendment if:
|
|
|
It removes or lowers quorum requirements for board or shareholder meetings
below levels recommended by the Agent; |
|
|
|
|
It reduces relevant disclosure to shareholders; |
|
|
|
|
It seeks to align the articles with provisions of another proposal not
supported by these Guidelines; |
|
|
|
|
It is not supported under these Guidelines, is presented within a bundled
proposal, and the negative impact, on balance, outweighs any positive impact; or |
|
|
|
|
It imposes a negative impact on existing shareholder rights, including rights
of the Funds, or diminishes accountability to shareholders to the extent that any positive
impact would not be deemed to be sufficient to outweigh removal or diminution of such
rights. |
With respect to article amendments for Japanese companies:
|
|
|
Generally vote FOR management proposals to amend a companys articles to
expand its business lines. |
53
|
|
|
Generally vote FOR management proposals to amend a companys articles to
provide for an expansion or reduction in the size of the board, unless the
expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the
business or raises anti-takeover concerns. |
|
|
|
|
If anti-takeover concerns exist, generally vote AGAINST management proposals,
including bundled proposals, to amend a companys articles to authorize the Board to vary
the annual meeting record date or to otherwise align them with provisions of a takeover
defense. |
|
|
|
|
Generally follow the Agents guidelines with respect to management proposals
regarding amendments to authorize share repurchases at the boards discretion, voting
AGAINST proposals unless there is little to no likelihood of a creeping takeover (major
shareholder owns nearly enough shares to reach a critical control threshold) or constraints
on liquidity (free float of shares is low), and where the company is trading at below book
value or is facing a real likelihood of substantial share sales; or where this amendment is
bundled with other amendments which are clearly in shareholders interest. |
Other Business
In connection with global proxies, vote in accordance with the Agents market-specific
recommendations on management proposals for Other Business, generally AGAINST.
54
ING Global Equity Dividend
& Premium Opportunity
Fund
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a) (1) Portfolio Management. The following individuals share responsibility for the
day-to-day management of the Funds portfolio:
Moudy El Khodr, Senior Investment Manager Equities, is responsible for the management of the global
and US high dividend strategies. Mr. Khodr has been in charge of the globally investing EUR 3.1 bn
large Star fund since he entered ING IM, in March 2001. Prior to this, he was an equity fund
manager at Banque Générale du Luxembourg (BGL). Mr. Khodr started his career at the Belgian stock
exchange (now Euronext Brussels) in the study & statistical department. He has eight years of
investment experience and is a European Certified Financial Analyst.
Nicolas Simar, Head of Value/High Dividend, is responsible for the High Dividend strategies. Mr.
Simar started his career at the Banque Bruxelles Lambert in 1996 (now part of ING) as an Investment
Manager of Fixed Income and moved three years later to the Equity team to manage the Euro High
Dividend strategy. Mr. Simar has ten years of investment experience.
Kris
Hermie. Mr. Hermie joined the value team in January 2007 as a senior investment manager. Prior to joining
ING Investment Management, he worked at Dexia Asset Management where he managed value inspired
portfolios for pension funds and insurance companies. Mr. Hermie started his career in 1998 at Bank
Corluy where he worked as an analyst and later on as a fund manager managing regional Belgian funds
and the Global technology fund. Mr. Hermie has a Master in Commercial Sciences from Ehsal in
Brussels and received his Chartered Financial Analyst designation in 2002.
Frank van Etten. Mr. Van Etten is currently an Investment Manager of Structured Products and joined
IIM Europe in 2002. In this capacity he is responsible for managing a range of structured products
and the execution of transactions in the derivatives portfolios. Furthermore Mr. Van Etten also
carries out research in structured products development and option strategies and markets. Mr. Van
Etten obtained his Masters degree in econometrics from Tilburg University in 2003, specializing in
quantitative finance.
Willem van Dommelen. Mr. Van Dommelen is currently an Investment Manager of Structured Products and
joined IIM Europe in 2002. In this capacity he is responsible for managing a range of structured
products and the execution of transactions in the derivatives portfolios. Mr. Van Dommelen started
his career as Portfolio Manager Institutional Clients, where he was responsible for the client
servicing of around 80 institutional clients of IIM Europe. Mr. Van Dommelen obtained his Masters
degree in economics from Tilburg University in 2002, specializing in accountancy and investment
theory. He also holds a RBA degree (registered investment analyst).
Bas Peters. Mr. Peeters joined IIMA in 1998. Currently, Mr. Peeters is Head of Structured Products
and will be responsible for the structure of the Funds option strategy. In this capacity he is
responsible for the research, marketing and portfolio management activities of this department.
Previously he was Head of Research Structured Products, where he worked on product development and
implementation of structured products research. Until 2001 he also was jointly responsible for
portfolio management and derivatives trading. In addition, since 2002 he has carried out research
in financial economics at the Free University of Amsterdam. His previous working experience
comprises postdoctoral research positions at universities in London and Belgium. Mr. Peeters
obtained a Masters degree in Theoretical Physics (Cum Laude) from the University of Utrecht, The
Netherlands in 1990, where he also studied Mathematics. He obtained his PhD in Theoretical Physics
at Stony Brook University, New York in 1995.
Alexander van Eekelen. Alexander joined ING IM in 1997, first managing the affiliated
fixed income portfolios of our European offices. After that he worked as an investment
manager fixed income where he managed several fixed income portfolios. In 2002, he joined
the Institutional Clients department where he was responsible for the implementation of the
investment policy for our institutional clients. He was also responsible for the management
of the Long Duration funds of ING Investment Management Europe since their inception in
December 2004. As of April 2007 he joined the Structured Investments team where hes a
senior investment manager in a team that is amongst other things responsible for managing
the structured fund range and hedging activities for ING Group. Alexander obtained his
Masters degree in Finance and Investments from the Erasmus University in Rotterdam in
1997. In addition, Alexander holds a RBA-degree (Registered Investment Analyst).
50
(a) (2) (i-iii) Other Accounts Managed
The following table shows the number of accounts and total assets in the accounts managed by
the portfolio managers of the Sub-Adviser as of February 28, 2010
unless otherwise indicated:
|
|
|
|
|
|
|
|
Portfolio
Manager |
|
Mutual
Funds
Registered Investment Companies
Number of Accts/Total Assets (in millions) |
|
Trusts,
Sep Accts and Stable Value
Other Pooled
Investment Vehicles and Alternative
Number of Accts/Total Assets (in millions) |
|
Other
Accounts, IIM Managed
Number of Accts/Total Assets |
|
Moudy El Khodr |
|
2 accounts / $ 1,254 |
|
4 accounts / $ 3,415 |
|
N/A |
|
Nicolas Simar |
|
2 accounts / $ 1,202 |
|
10 accounts / $ 6,364 |
|
N/A |
|
Kris Hermie |
|
2 accounts / $ 1,254 |
|
10 accounts / $ 6,364 |
|
N/A |
|
Frank van
Etten |
|
5 accounts / $ 1,689 |
|
135 accounts / $ 13,000 |
|
N/A |
|
Willem
van Dommelen |
|
3 accounts / $ 1,361 |
|
35 accounts / $ 8,000 |
|
N/A |
|
Bas Peeters |
|
5 accounts / $ 1,689 |
|
135 accounts / $ 13,000 |
|
N/A |
|
Alexander
van Eekelen |
|
1 accounts / $ 1,115 |
|
35 accounts / $ 8,000 |
|
N/A |
|
(a) (2) (iv) Conflicts of Interest
ING Investment Management Advisors B.V.s (IIMA) investment teams are responsible for
managing and executing trades on behalf of multiple clients including other registered funds, legal
entities, other accounts including proprietary accounts, separate accounts and other pooled
investment vehicles. An investment team may manage a portfolio or separate account, which may have
materially higher fee arrangements than the Fund and may also have a performance based fee. The
management of multiple Funds and/or other accounts may raise potential conflicts of interest
relating to the allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to address these
types of conflicts.
(a) (3) Compensation
Within INGIM Europe, the portfolio managers compensation typically consists of a base salary and a
bonus which is based on INGIM Europes (IIMA is one of the legal entities of INGIM Europe)
performance as well as 1 year pre-tax performance of the accounts the portfolio managers are
primarily and jointly responsible for relative to account benchmarks performance. In addition, the
portfolio managers are offered long-term equity awards, such as stocks and/or stock options, which
are tied to the performance of the Sub-Advisers parent company, ING Group.
Portfolio managers are eligible to participate in an annual incentive plan. The overall design of
the INGIM Europe annual incentive plan was developed to closely tie compensation to performance,
structured in such a way as to drive performance and promote retention of top talent. As with base
salary compensation, individual target awards are determined and set based on external market data
and internal comparators. Investment performance is measured on both relative and absolute
performance in all areas. INGIM Europe has defined indices and set performance goals to
appropriately reflect requirements for each investment team. The measures for each team are
outlined on a scorecard that is reviewed on an annual basis. These scorecards reflect a
comprehensive approach to measuring investment performance versus benchmark(s) over a one year
period. The results for overall INGIM Europese scorecards are calculated on an asset weighted
performance basis of the individual team scorecards.
51
Investment professionals performance measures for bonus determinations are typically weighted by
20% being attributable to the overall INGIM Europe performance and 80% attributable to their
specific team results.
The portfolio managers participate in INGs Pension, Retirement plans, which are available to
almost all salaried employees in the firm.
(a) (4) Ownership of Securities
|
|
|
portfolio manager |
|
Dollar Range of Fund Shares Owned |
Moudy El Khodr
|
|
None |
Nicolas Simar
|
|
None |
Kris Hermie
|
|
None |
Frank van Etten
|
|
None |
Willem van Dommelen
|
|
None |
Bas Peters
|
|
None |
Alexander van Eekelen
|
|
None |
52
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d)* |
|
|
TOTAL NUMBER |
|
AVERAGE |
|
TOTAL NUMBER OF SHARES |
|
MAXIMUM NUMBER (OR APPROXIMATE DOLLAR VALUE) |
|
|
OF SHARES (OR |
|
PRICE PAID |
|
(OR UNITS) PART OF PUBLICLY |
|
OF SHARES (OR UNITS) THAT MAY YET BE |
|
|
UNITS) |
|
PER SHARE (OR |
|
ANNOUNCED PLANS OR |
|
PURCHASED UNDER THE PLANS |
Period* |
|
PURCHASED |
|
UNIT) |
|
PROGRAMS |
|
OR PROGRAMS |
MARCH 1-31, 2009 |
|
|
1,106,116 |
|
|
$ |
7.44 |
|
|
|
1,106,116 |
|
|
|
8,633,884 |
|
APRIL 1-30, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
MAY 1-31, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
JUNE 1-30, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
JULY 1-31, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
AUGUST 1-31, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
SEPTEMBER 1-30, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
OCTOBER 1-31, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
NOVEMBER 1-30, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
DECEMBER 1-31, 2009 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
8,633,884 |
|
JANUARY 1-31, 2010** |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
FEBRUARY 1-28, 2010** |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
TOTAL |
|
|
1,106,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Registrants repurchase program, which authorized the repurchase of 9,740,000 shares, was announced on December 5, 2008.
Any repurchases made by the registrant pursuant to the program were made through open-market transactions. |
|
** |
|
The repurchase program expired on December 31, 2009 |
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 Funds Secretary. Any such shareholder
nomination should include at a minimum the following information as to each individual proposed for
nomination as trustee: such individuals 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 Funds Secretary not earlier than the
90th day prior to such meeting and not later than the close of business on the later of
the 60th day prior to such meeting or the 10th 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
registrants 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 registrants disclosure controls and
procedures allow
timely preparation and review of the information for the registrants Form N-CSR and the
officer certifications of
such Form N-CSR. |
|
(b) |
|
There were no significant changes in the registrants 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
registrants internal control over financial reporting. |
Item 12. Exhibits.
(a) |
(l) |
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as
EX-99.CODE ETH. |
|
(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. |
53
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 Global Equity Dividend and Premium Opportunity Fund
|
|
|
|
|
By:
|
|
/s/ Shaun P. Mathews
Shaun P. Mathews
|
|
|
|
|
President and Chief Executive Officer |
|
|
Date:
May 7, 2010
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:
May 7, 2010
|
|
|
|
|
By
|
|
/s/ Todd Modic
Todd Modic
|
|
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
Date:
May 7, 2010
54