OMB APPROVAL
OMB Number: 3235-0570
Expires: October 31, 2006
Estimated average burden hours per response: 19.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER
REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21786
ING Global Advantage and Premium Opportunity Fund
(Exact name of registrant as specified in charter)
7337 E. Doubletree Ranch Rd., Scottsdale, AZ |
|
85258 |
(Address of principal executive offices) |
|
(Zip code) |
The Corporation Trust Company,
1209 Orange
Street, Wilmington, DE 19801
(Name and address of agent for service)
Registrants telephone number, including area code: 1-800-992-0180
Date of fiscal year end: |
February 28 |
|
|
Date of reporting period: |
February 28, 2006 |
Item 1. Reports to Stockholders.
The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):
|
Funds |
Annual Report
February 28, 2006
ING
Global Advantage 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. |
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Go Paperless with E-Delivery! |
|||
|
Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs. |
||
|
|||
|
Just go to www.ingfunds.com, click on the E-Delivery icon from the home page, follow the directions and complete the 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. |
||
(THIS PAGE INTENTIONALLY LEFT BLANK)
Dear Shareholder, |
|||
|
|||
As you may recall in my last letter, I descrihbed the enthusiasm that we were experiencing here at ING Funds as we worked to bring more of the worlds investment opportunities to you, the investor. |
|||
|
|||
I am happy to report that that enthusiasm is continuing to thrive. With the New Year, we have launched a series of new international mutual funds, each created to bring more of the worlds opportunities to you. |
|||
|
|||
Meanwhile, we have also heard you loud and clear. Our research tells us that many investors report that they find investing an intimidating and overly-complex endeavor. That is why ING is committed to |
|||
helping investors across the country cut through the confusion and clutter. Your future. Made easier.SM are more than words, they represent our promise to you. |
|||
|
|||
Those two objectives bringing you more of the worlds opportunities and doing it in a way that is easier for you are behind the development of the ING Diversified International Fund. The new Fund is among those that we launched in January but it is unique in that it is a fund-of-funds. It is also, we believe, simply an easier way to invest internationally. |
|||
|
|||
The ING Diversified International Fund brings together six distinct, international mutual funds, each managed by well-known asset managers who specialize in key international sub-asset classes. Whats more, the Fund is periodically reviewed by a seasoned team of ING asset allocation experts who re-adjust the Funds allocation based on prevailing market conditions. |
|||
|
|||
Best of all: weve made it easy. With just one investment, investors can now acquire a broadly diversified, actively managed international equity portfolio. |
|||
|
|||
The ING Diversified International Fund marks one more way that we at ING Funds are continuing to offer you the global expertise, product innovation and world-class service that you have come to expect from us. |
|||
|
|||
On behalf of everyone at ING Funds, I thank you for your continued support and loyalty. We look forward to serving you in the future. |
|||
|
|||
Sincerely, |
|||
|
|||
|
|||
|
James M. Hennessy |
|
|
|
President |
|
|
|
ING Funds |
|
|
|
April 10, 2006 |
|
|
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 disclaims any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice.
International investing 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 on any ING fund, please call your Investment Professional or ING Fund Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully investing. Consider the funds investment objectives, risks, and 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.
1
In our report on the five months to August 31, 2005, we described solid if unspectacular gains in global equities markets, achieved mostly in July of 2005. In the following six months ended February 28, 2006, gains powered ahead, fuelled, as we shall see, from abroad. The Morgan Stanley Capital International (MSCI) World® Index(1) calculated in dollars, including net reinvested dividends, rose 10.3% for the six months ended February 28, 2006 and gained 10.2% since October 31, 2005 (inception date of the Fund). Again however the vast bulk of this took place in a much shorter interval: the last two months of 2005 and the first week of the 2006 New Year. As for currencies, the dollar extended its run, rising 3.6% against the euro (0.6% since October 31, 2005), 4.7% against the yen (-0.6% since October 31, 2005), and 2.9% against the pound (0.9% since October 31, 2005). Commentators explained the dollars unexpected strength by pointing to relatively high U.S. interest rates, especially the re-cycling of oil exporters burgeoning wealth into dollar securities, the tax-related repatriation into dollars of U.S. corporations foreign currency balances, and, regarding the yens particular weakness, non-Japanese investors pouring into the stock market but hedging their currency risk. Each dynamic was losing steam by the 2005 year-end.
As in the earlier period, the main issue for U.S. fixed-income investors in the following six months ended February 28, 2006 was the unexpected flattening of the yield curve, i.e. the shrinking difference between short-term and long-term interest rates. From June 2004 through August 2005, the Federal Open Market Committee (FOMC) had raised the Federal Funds rate by 25 basis points ten times, pulling other short-term rates up as well. But the yield on the ten-year U.S. Treasury Note had actually fallen by 64 basis points over the fifteen months. This was put down to an apparently growing perception in the market that inflation was a problem solved, due to a vigilant Federal Reserve Board, cheap goods and labor abroad, consistent productivity growth at home and foreign investors hunger for U.S. investments. At one point the effect of rising oil prices, exacerbated by Hurricanes Katrina and Rita, threatened to break the trend. However, by February 28, 2006, the FOMC had raised Federal Reserve rates four more times, oil prices and the inflation scare had subsided and foreigners were still buying vast amounts of U.S. securities. From August 2005 the yield on the ten-year U.S. Treasury Note did rise, by 53 basis points to 4.6%, but the 13-week U.S. Treasury Bill followed the Federal Funds rate, rising by 108 basis points to 4.5%. The broader Lehman Brothers Aggregate Bond Index(2) essentially broke even, returning -0.1% for the six months ended February 28, 2006 (1.7% since October 31, 2005) while the Lehman Brothers High Yield Bond Index(3) returned 1.9% for the six months ended February, 28, 2006 (3.7% since October 31, 2005).
The U.S. equities market in the form of the Standard & Poors 500® Composite Stock Price Index (S&P 500®), added 5.9%, including dividends, for the six months through February 28, 2006 (6.9% since October 31, 2005) and at that point it was trading at a fairly undemanding a price-to-earnings (P/E) ratio of just under 15.3 times earnings for the current fiscal year. From an early August 2005 peak stock prices had been drifting as resurgent oil prices made records almost daily. This continued in September and October 2005 with Hurricanes Katrina and Rita seldom out of the news. Two attempted rallies fizzled in the face of already high prices at the pump, the certainty of an expensive winter for heating fuel and slumping consumer confidence. Although, as November approached, an evidently swift recovery from the Hurricanes Katrina and Rita reassured investors and stock prices powered ahead through mid-December 2005, as oil prices fell back below $60 per barrel, inflation moderated, corporate profits remained buoyant and gross domestic product (GDP) growth, at 4.1% per annum, was the envy of the developed world. Yet the market gave back nearly 1.6% between Christmas and New Year, when new reports suggested that the end of the bubbling housing market might be at hand. Investors returned to work in buying mood, however and were immediately cheered by the release of the latest FOMC minutes confirming that the end to rising short-term interest rates was in sight. The mood lasted until January 11, 2006, when the S&P 500® reached its best level since May 2001. This was fractionally bettered on February 27, 2006, but that was as good as it got as a number of high profile earnings disappointments and mixed, ultimately soft economic reports took their toll. February ended with the index slightly lower than its level on January 6, 2006.
In international markets Japan was the star of the six-month period, soaring 28.5%, based on the Morgan Stanley Capital International (MSCI) Japan® Index(5) in dollars plus net dividends, and 34.0% in yen for the six months ended February 28, 2006 (17.9% since October 31, 2005) as the market repeatedly broke five-year records amid new optimism among investors, albeit mainly foreign ones, that Japan is re-emerging as a balanced economy. Japanese
2
MARKET PERSPECTIVE: YEAR ENDED FEBRUARY 28, 2006
corporations and banks have repaired their balance sheets at last. Core consumer prices were up two consecutive months and fourth quarter GDP growth, led by domestic demand, recorded a bumper 5.5% annualized increase. European ex UK markets leaped 13.7% for the six months ended February 28, 2006 (14.3% since October 31, 2005) according to the MSCI Europe ex UK® Index(6) in dollars including net dividends, and 17.6% for the six months ended February 28, 2006 (15.0% since October 31, 2005) in local currencies to the best levels in over four years, despite the first interest rate increase, to 2.25%, in over five years. Mounting evidence of a recovery in local demand, resilient profits and an upsurge of merger and acquisition activity boosted markets that are not particularly expensive. UK equities advanced 7.3% for the six months ended February 28, 2006 (8.8% since March 30 2005), based on the MSCI UK® Index(7) in dollars including net dividends, concealing a more impressive 10.2% increase in pounds for the six months ended February 28, 2006 (10.0% since March 30 2005), to the highest in well over four years. The period was dominated by the effect of five interest rate increases to restrain over-stretched consumers and soaring real estate prices. Yet, notwithstanding mostly miserable economic reports, fourth quarter GDP growth recovered to 2.4% and investors, again heartened by merger and acquisition activity, bought a reasonably valued market yielding over 3%.
(1) The MSCI World® Index 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 Lehman Brothers Aggregate Bond Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.
(3) The Lehman Brothers High Yield Bond Index is an unmanaged index that measures the performance of fixed-income securities generally representative of corporate bonds rated below investment-grade.
(4) The Standard & Poors 500 Composite Stock Price 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.
(5) The MSCI Japan® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.
(6) 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.
(7) 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 the 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 ADVANTAGE AND |
|
Country Allocation
As of February 28, 2006
(as a percent of portfolio investments)
(1) Includes thirteen industries; each industry represents less than 1% of net assets.
Portfolio holdings are subject to change daily.
The ING Global Advantage and Premium Opportunity Funds (the Fund) primary investment objective is to provide a high level of income. Capital appreciation is a secondary investment objective. The Fund seeks to achieve its investment objectives by:
investing at least 80% of its managed assets in a diversified portfolio of common stocks of companies located in a number of different countries throughout the world, including the United States.
utilizing an integrating option writing strategy.
The Fund is managed by Omar Aguilar, Mary Ann Fernandez, Paul Zemsky, Ernie Tang, Carl Ghielen, Martin Jansen, Bas Peeters, Frank Van Etten, Portfolio Managers, ING Investment Management Co. the Sub-Adviser.
Portfolio Construction: Under normal market conditions, the Fund will invest in a diversified portfolio of common stocks of companies located in a number of different countries throughout the world, normally in approximately 550 common stocks, seeking to reduce the Funds exposure to individual stock risk. The Fund normally expects that its investments will be invested across a broad range of countries, industries and market sectors, including investments in issuers located in countries with emerging markets.
The Fund will typically seek to be broadly diversified across countries, asset classes and industries. The weighting between U.S. and international equities will depend on the Sub-Advisers ongoing assessment of market opportunities for the Fund. Under normal market conditions, the Fund will seek to maintain a target weighting of the Funds equity portfolio being 60% in U.S. domestic common stocks and not less than 40% in international (ex-U.S.) common stocks.
The Funds Integrated Option Strategy: The option strategy of the Fund is designed to create more stable returns as well as income by selling covered calls on regional indices. The calls created premium income; however in the rising markets the strategy also dampened the returns on the equity portfolio to some extent during the reporting period.
The Funds principal options activity will consist of writing (selling) index call options on selected indices, with the underlying values of the indices having approximately 60% to 100% of the value of its holdings of common stocks. The Fund seeks to generate gains from the index call option strategy and, to a lesser extent, income from dividends on the common stocks held in the Funds portfolio. The extent of index call option writing activity will depend upon market conditions and the Sub-Advisers ongoing assessment of the attractiveness of writing index call options on selected indices. Index call options will be written both in exchange-listed option markets and over-the-counter markets with major international banks, broker-dealers and financial institutions.
The Fund wrote over-the-counter call options against the S&P 500® Index, the TOPIX Index, the FTSE 100 Index and the EuroSTOXX 50 indices, with strikes close to the money and maturities between three and six weeks. The total call portfolio represented approximately 70% of the value of the underlying equity holdings. The focus was and will be to profit in an efficient way from attractive risk premiums on volatility across the portfolio by implementing the trades for the strategy in the over-the-counter option market. Option market specific factors are monitored by a dedicated research and option trading team with the purpose to add
Top Ten
Industries
as of February 28, 2006
(as a percent of net assets)
Banks |
|
10.7 |
% |
Oil and Gas |
|
9.0 |
% |
Telecommunications |
|
6.5 |
% |
Retail |
|
6.4 |
% |
Diversified Financial Services |
|
5.7 |
% |
Pharmaceuticals |
|
5.3 |
% |
Insurance |
|
4.8 |
% |
Computers |
|
3.2 |
% |
Software |
|
2.8 |
% |
Beverages |
|
2.7 |
% |
Portfolio Holdings are subject to change daily.
4
ING GLOBAL ADVANTAGE AND |
|
|
PREMIUM OPPORTUNITY FUND |
|
PORTFOLIO MANAGERS REPORT |
value in the implementation process. These option market specific factors include: volatility risk premium, option and cash markets liquidity and volatility skew and term structure
Performance: For the period ended February 28, 2006*, the Fund provided a total return of 7.08% based on net asset value and 6.17% based on market value. The S&P 500® Index, MSCI EAFE® Index and the Chicago Board Options Exchange BuyWrite Monthly Index returned 6.86%, 13.61% and 3.13%, respectively, for the same period.
Equity Portfolio Commentary: Last year the U.S. dollar rose against the euro and the yen, in large part because growth was stronger in the United States than abroad and because tightening by the Federal Reserve Board produced a short-term interest rate differential that favored the dollar. This year stronger growth and higher interest rates abroad may provide less support for the dollar. A weaker dollar would provide a short-term boost to overseas equities, because foreign assets and earnings streams will be worth more in dollar terms. In the longer term the effect is less clear because a stronger euro or yen can make exporters in the eurozone or Japan less competitive. So far this year, however, the short-term boost effect has dominated. Notwithstanding the short-term boost effect noted above, through the year ended February 28, 2006, the U.S. dollar has fallen about 1.5% against the euro and about 1.7% against the yen, helping provide higher returns on the MSCI EAFE® Index in dollar terms than in local currency terms.
Since the Funds inception, international markets have performed strongly, with the MSCI EAFE® Index returning 13.61%. The return of the underlying international equity portfolio, based on our ING Index Plus International Fund strategy, approximated that of the MSCI EAFE® Index. While security selection in the health care, consumer discretionary and telecommunication services sectors added meaningfully to results, this was partly offset by disappointing results in the energy. Sector allocation detracted modestly from performance.
Over the same period, the S&P 500® Index returned 6.86%. The domestic equity portfolio of the Fund is based on our ING Disciplined LargeCap Fund strategy, which modestly underperformed the S&P 500® Index. Although all sectors had positive returns, the Funds results were hindered by an overweight in information technology and an underweight in financials. Security selection in information technology also detracted from performance, while security selection in consumer stocks and health care contributed positively to performance.
Over the period there was very little fluctuation in the currency market, with most major currencies moving less than 1% versus the dollar. As a result of this low volatility, our currency hedges had a negligible impact on performance over this timeframe. We continue to hedge the majority of our currency exposure in the Fund.
Option Portfolio Commentary: The Fund wrote over-the-counter covered call options against the S&P 500®, Topix, FTSE and Eurostoxx50 indices, with strikes close to the money and maturities between three and six weeks. The total covered call portfolio represented approximately 70% of the value of the underlying equity holdings. The covered calls created premium income; however, in the rising markets, the strategy also dampened returns on the equity portfolio to some extent.
Outlook and Current Strategy: The underlying U.S. and EAFE strategies are designed to reward investors with sector and country diversification mandates that are close to the S&P 500® Index and MSCI EAFE® Index while targeting enhanced performance through our portfolio construction techniques. If the market declines, remains flat, or moves sideways, the premiums generated from our covered call writing strategies, dividend earning policy and disciplined equity strategies may provide an important part of the Funds total return. In the case of a strong market rally, the strategy may generate an absolute positive return; however upside potential may be limited as covered calls written will be exercised. Equity volatility is still at near historic lows and we do not expect any significant changes over the near term. We expect to maintain the Funds current option strategy as risk premiums on volatility are still positive.
* October 31, 2005 (commencement of operations) to February 28, 2006.
5
The
Board of Trustees and Shareholders
ING Global Advantage and Premium Opportunity Fund
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of ING Global Advantage and Premium Opportunity Fund as of February 28, 2006, and the related statement of operations, statement of changes in net assets, and the financial highlights for the period from October 31, 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 audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2006 by correspondence with the custodian and brokers. 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 audit provides 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 Advantage and Premium Opportunity Fund as of February 28, 2006, the results of its operations, the changes in its net assets, and the financial highlights for the period from October 31, 2005 to February 28, 2006, in conformity with U.S. generally accepted accounting principles.
Boston,
Massachusetts
April 21, 2006
6
ASSETS: |
|
|
|
|
Investments in securities at value* |
|
$ |
367,205,632 |
|
Repurchase agreement |
|
840,000 |
|
|
Cash |
|
165,590 |
|
|
Receivables: |
|
|
|
|
Investment securities sold |
|
997,233 |
|
|
Dividends and interest |
|
617,243 |
|
|
Total assets |
|
369,825,698 |
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
Payable to affiliates |
|
116,104 |
|
|
Unrealized depreciation on forward currency contracts |
|
832,605 |
|
|
Payable to custodian due to overdraft of foreign currency** |
|
32,042 |
|
|
Payable for trustee fees |
|
6,977 |
|
|
Other accrued expenses and liabilities |
|
202,207 |
|
|
Options written (premium received $4,359,982) |
|
3,262,260 |
|
|
Total liabilities |
|
4,452,195 |
|
|
NET ASSETS (equivalent to $20.24 per share on 18,055,000 shares outstanding) |
|
$ |
365,373,503 |
|
|
|
|
|
|
NET ASSETS WERE COMPRISED OF: |
|
|
|
|
Paid-in capital shares of beneficial interest at $0.01 par value (unlimited shares authorized) |
|
$ |
344,133,000 |
|
Undistributed net investment income |
|
1,628,960 |
|
|
Accumulated net realized loss on investments, foreign currency related transactions and options |
|
(3,461,942 |
) |
|
Net unrealized appreciation on investments, foreign currency related transactions and options |
|
23,073,485 |
|
|
NET ASSETS |
|
$ |
365,373,503 |
|
* |
Cost of investments in securities |
|
$ |
344,398,352 |
|
** |
Cost of foreign currencies overdraft |
|
$ |
32,042 |
|
See Accompanying Notes to Financial Statements
7
|
|
October 31, |
|
|
INVESTMENT INCOME: |
|
|
|
|
Dividends, net of foreign taxes withheld* |
|
$ |
2,005,938 |
|
Interest |
|
160,938 |
|
|
Total investment income |
|
2,166,876 |
|
|
|
|
|
|
|
EXPENSES: |
|
|
|
|
Investment management fees |
|
873,442 |
|
|
Transfer agent fees |
|
20,965 |
|
|
Administrative service fees |
|
116,458 |
|
|
Shareholder reporting expense |
|
33,982 |
|
|
Registration fees |
|
20,965 |
|
|
Professional fees |
|
27,952 |
|
|
Custody and accounting fees |
|
57,022 |
|
|
Trustee fees |
|
6,988 |
|
|
Organizational costs |
|
70,000 |
|
|
Miscellaneous expense |
|
6,748 |
|
|
Total expenses |
|
1,234,522 |
|
|
Net waived fees |
|
(70,000 |
) |
|
Net expenses |
|
1,164,522 |
|
|
Net investment income |
|
1,002,354 |
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS AND OPTIONS: |
|
|
|
|
Net realized gain (loss) on: |
|
|
|
|
Investments |
|
5,782,986 |
|
|
Foreign currency related transactions |
|
1,718,953 |
|
|
Options written |
|
(7,538,750 |
) |
|
Net realized loss on investments, foreign currency related transactions and options |
|
(36,811 |
) |
|
Net change in unrealized appreciation or depreciation on: |
|
|
|
|
Investments |
|
22,807,280 |
|
|
Foreign currency related transactions |
|
(831,517 |
) |
|
Options written |
|
1,097,722 |
|
|
Net change in unrealized appreciation on investments, foreign currency related transactions and options |
|
23,073,485 |
|
|
Net realized and unrealized gain on investments, foreign currency related transactions and options |
|
23,036,674 |
|
|
Increase in net assets resulting from operations |
|
$ |
24,039,028 |
|
* |
Foreign taxes withheld |
|
$ |
30,089 |
|
(1) |
Commencement of operations |
|
|
|
See Accompanying Notes to Financial Statements
8
|
|
October 31, |
|
|
FROM OPERATIONS: |
|
|
|
|
Net investment income |
|
$ |
1,002,354 |
|
Net realized loss on investments, foreign currency related transactions and options |
|
(36,811 |
) |
|
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions and options |
|
23,073,485 |
|
|
Net increase in net assets resulting from operations |
|
24,039,028 |
|
|
|
|
|
|
|
FROM DISTRIBUTIONS TO SHAREHOLDERS: |
|
|
|
|
Net investment income |
|
(2,798,525 |
) |
|
Total distributions |
|
(2,798,525 |
) |
|
|
|
|
|
|
FROM CAPITAL SHARE TRANSACTIONS: |
|
|
|
|
Net proceeds from sale of shares(2) |
|
344,033,000 |
|
|
Net increase in net assets resulting from capital share transactions |
|
344,033,000 |
|
|
Net increase in net assets |
|
365,273,503 |
|
|
|
|
|
|
|
NET ASSETS: |
|
|
|
|
Beginning of period |
|
100,000 |
|
|
End of period |
|
$ |
365,373,503 |
|
Undistributed net investment income |
|
$ |
1,628,960 |
|
(1) Commencement of operations
(2) Proceeds from sale of shares net of sales load of $16,245,000 and offering costs of $722,000
See Accompanying Notes to Financial Statements
9
ING GLOBAL ADVANTAGE AND |
|
|
PREMIUM OPPORTUNITY FUND |
|
Selected data for a share of beneficial interest outstanding throughout each period.
|
|
October 31, |
|
|
Per Share Operating Performance: |
|
|
|
|
Net asset value, beginning of period |
|
$ |
19.06 |
(2) |
Income (loss) from investment operations: |
|
|
|
|
Net investment income |
|
$ |
0.06 |
* |
Net realized and unrealized loss |
|
|
|
|
on investments |
|
$ |
1.28 |
|
Total from investment operations |
|
$ |
1.34 |
|
Less distributions from: |
|
|
|
|
Net investment income |
|
$ |
0.16 |
|
Total distributions |
|
$ |
0.16 |
|
Net asset value, end of period |
|
$ |
20.24 |
|
Market value, end of period |
|
$ |
18.61 |
|
Total investment return at net asset value(3) |
|
% |
7.08 |
|
Total investment return at market value(4) |
|
% |
(6.17 |
) |
|
|
|
|
|
Ratios and Supplemental Data: |
|
|
|
|
Net assets, end of period (millions) |
|
$ |
365 |
|
Ratios to average net assets: |
|
|
|
|
Net expenses after expense reimbursement(5) |
|
% |
1.00 |
|
Gross expenses prior to expense reimbursement(5) |
|
% |
1.06 |
|
Net investment income after expense reimbursement(5) |
|
% |
0.86 |
|
Portfolio turnover rate(6) |
|
% |
41 |
|
(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 and capital gain distributions, 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 and capital gain distributions, 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) Not annualized.
* Per share data calculated using average number of shares outstanding throughout the period.
See Accompanying Notes to Financial Statements
10
NOTE 1 ORGANIZATION
ING Global Advantage and Premium Opportunity Fund (the Fund) is a 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. The primary investment strategy for the Fund is to provide a high level of income. Capital appreciation is a secondary investment objective. The Fund seeks to achieve its investment objectives by investing in a portfolio of global common stocks and utilizing an integrated options writing strategy.
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 accounting principles generally accepted in the United States of America 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 are valued at prices obtained from independent services or from one or more dealers making markets in the securities and may be adjusted based on the Funds valuation procedures. U.S. Government obligations are valued by using market quotations or independent pricing services which use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics.
Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) are valued at their fair values as 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 may also be valued at their fair values as determined in good faith by or under the supervision of the Funds 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 net asset value (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 New York Stock Exchange (NYSE) is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of the 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 as of the time a 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
11
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued)
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. Investments in securities maturing in 60 days or less are valued at amortized cost, which, when combined with accrued interest, approximates market value.
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 at their last bid price in the case of listed options or at the average of the last bid prices obtained from dealers in the case of over-the-counter options.
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 some foreign dividends, when the Fund becomes overdue of a dividend payment.
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 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. Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on their non-U.S. dollar
12
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued)
denominated investment securities. When entering into a currency forward 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 in terms of their contracts and from movement in currency and securities values and interest rates.
E. Distributions to Shareholders. Dividends from net investment income and net realized gains, if any, are declared and paid quarterly by the Fund. Distributions are determined annually in accordance with federal tax principles, which may differ from accounting principles generally accepted in the United States of America for investment companies. The Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. Distributions are recorded on the ex-dividend date.
The Fund intends to make regular quarterly distributions based on the past and projected performance of the Fund. 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. The Funds distributions will normally reflect past and projected net investment income, and may include income from dividends and interest, capital gains and/or a return of capital. The final composition of the tax characteristics of the distributions cannot by determined with certainty until after the end of the year, and will be reported to shareholders at that time. The amount of quarterly 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. The Fund estimates that all prior distributions for the tax year commencing on October 31, 2005, will be comprised of approximately 100% net investment income.
F. Federal Income Taxes. It is the policy of the Fund to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, no federal income tax provision is required. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.
G. Use of Estimates. Management of the Fund has made certain estimates and assumptions relating to the reporting of assets, liabilities, income, and expenses to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America for investment companies. Actual results could differ from these estimates.
H. Securities Lending. Under an agreement with The Bank of New York (BNY) the Fund has the option to temporarily loan up to 30% of its total assets to brokers, dealers or other financial institutions in exchange for a negotiated lenders fee. The borrower is required to fully collateralize the loans with cash or U.S. Government securities. Generally, in the event of counterparty default, the Fund has the right to use collateral to offset losses incurred. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund.
I. Organization Expenses and Offering Costs. Costs incurred with the offering of common shares were recorded as a reduction of capital paid in excess of par applicable to common shares. Organization expenses are expensed as incurred.
J. Options Contracts. The Fund may purchase put and call options and may write (sell) put options 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
13
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued)
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 writing a put option is that the Fund may incur a loss if the market price of the security decreases 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.
K. Repurchase Agreements. The Fund may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. The Fund will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invested by the Fund. The underlying collateral is valued daily on a mark to market basis to assure that the value, including accrued interest is at least equal to the repurchase price. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.
NOTE 3 INVESTMENT MANAGEMENT FEE
ING Investments, LLC (the Investment Adviser) is the Investment Adviser of the Fund. The Fund pays the Investment Adviser for its services under the Management Agreement, a fee, payable monthly, based on an annual rate of 0.75% of the Funds managed assets. For the 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, 2006, there were no preferred shares outstanding.
The Investment Adviser entered into a Sub-Advisory Agreement with ING Investment Management Co. (ING IM). Subject to policies as the Board of Trustees or the Investment Adviser might determine, ING IM manages the Funds assets in accordance with the Funds investment objectives, policies and limitations.
ING Funds Services, LLC (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 managed assets. The Investment Adviser, ING IM, and the Administrator are indirect, wholly-owned subsidiaries of ING Groep N.V. (ING Groep). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and institutional investors.
The Investment Adviser has entered into a written Expense Limitation Agreement with the Fund under which it will limit the expenses of the Fund, excluding interest, taxes, leverage expenses, and extraordinary expenses to 1.00% of average net assets. The Investment Adviser may at a later day recoup from the Fund fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such reimbursement, the Funds expense ratio does not exceed the percentage described above. The Expense Limitation Agreement is contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the termination within 90 days of the end of the then current term.
14
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)
NOTE 4 OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES
At February 28, 2006, the Fund had the following amounts recorded in payable to affiliates on the accompanying Statement of Assets and Liabilities:
Accrued |
|
Accrued |
|
Total |
|
$88,281 |
|
$27,823 |
|
$116,104 |
|
The Fund has adopted a Retirement Policy covering all Independent Trustees of the Fund who will have served as an Independent Trustee for at least five years at the time of retirement. Benefits under this plan are based on an annual rate as defined in the plan agreement and are recorded as trustee fees in the financial statements.
NOTE 5 PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds from sales of investments for the period ended February 28, 2006, excluding short-term securities, were $486,532,047 and $147,916,681, respectively.
NOTE 6 CALL OPTIONS WRITTEN
Written option activity for the Fund for the period ended February 28, 2006 was as follows:
|
|
Number of |
|
Premiums |
|
|
Options outstanding at October 31, 2005 |
|
|
|
$ |
|
|
Options written |
|
9,340 |
|
17,176,322 |
|
|
Options terminated in closing purchase transactions |
|
(6,985 |
) |
(10,978,069 |
) |
|
Options expired |
|
(112 |
) |
(1,838,271 |
) |
|
Options outstanding at February 28, 2006 |
|
2,243 |
|
$ |
4,359,982 |
|
NOTE 7 CONCENTRATION OF INVESTMENT RISKS
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.
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 SECURITIES LENDING
Under an agreement with BNY, the Fund can lend its securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. Government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the Agreement). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Fund has the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrowers failure to return a loaned security; however there would be a potential loss to the Fund in the event the Fund is delayed or prevented from exercising their right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in the Fund. At February 28, 2006, the Fund did not have any securities on loan.
NOTE 9 CAPITAL SHARES
Transaction in capital shares and dollars were as follows:
|
|
October 31, 2005(1) |
|
|
|
|
2006 |
|
|
Number of Shares |
|
|
|
|
Shares sold |
|
|
18,050,000 |
|
Net increase in shares outstanding |
|
|
18,050,000 |
|
$ |
|
|
|
|
Shares sold(2) |
|
|
$344,033,000 |
|
Net increase |
|
|
$344,033,000 |
|
(1) Commencement of operations
(2) Proceeds from sales of shares net of sales load paid of $16,245,000 and offering costs of $722,000.
15
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)
NOTE 10 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, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as distributions of paid-in capital.
The following permanent tax differences have been reclassified as of the Funds tax year ended December 31, 2005:
Paid-in |
|
Undistributed |
|
Accumulated |
|
$ |
|
$ 3,425,131 |
|
$(3,425,131) |
|
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 to shareholders was as follows:
Tax Year Ended |
Ordinary |
$2,798,525 |
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, 2005 were:
Undistributed |
|
Undistributed |
|
Unrealized |
|
Post-October |
|
Capital |
|
$812,038 |
|
$ |
|
$ 23,302,192 |
|
$(4,803,692) |
|
$ |
|
NOTE 11 INFORMATION REGARDING TRADING OF INGS U.S. MUTUAL FUNDS
In 2004 ING Investments has reported to the Boards of Directors/Trustees (the Boards) of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.
In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep N.V., including ING Investments (collectively, ING), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. INGs internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within INGs variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Board.
ING Investments has advised the Board that most of the identified arrangements were initiated prior to INGs acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits
16
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)
NOTE 11 INFORMATION REGARDING TRADING OF INGS U.S. MUTUAL FUNDS (continued)
in return for any of these arrangements, which have all been terminated.
Based on the internal review, ING Investments has advised the Board that the identified arrangements do not represent a systemic problem in any of the companies that were involved.
In September 2005, ING Funds Distributor, LLC (IFD), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent (AWC) with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds for losses attributable to excessive trading described in the AWC; and (iv) agreement to make certification to NASD regarding the review and establishment of certain procedures.
In addition to the arrangements discussed above, in 2004 ING Investments reported to the Board that, at that time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:
Aeltus Investment Management, Inc. (a predecessor entity to ING Investment Management Co.) has identified two investment professionals who engaged in extensive frequent trading in certain ING Funds. One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.
ReliaStar Life Insurance Company (ReliaStar) entered into agreements seven years ago permitting the owner of policies issued by the insurer to engage in frequent trading and to submit orders until 4pm Central Time. In 2001 ReliaStar also entered into a selling agreement with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.
In 1998, Golden American Life Insurance Company entered into arrangements permitting a broker-dealer to frequently trade up to certain specific limits in a fund available in an ING variable annuity product. No employee responsible for this arrangement remains at the company.
For additional information regarding these matters, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the Securities and Exchange Commission (the SEC) on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SECs Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Board are the only instances of such trading respecting the ING Funds.
ING Investments reported to the Board that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Board that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that INGs acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, ING Investments reported that given INGs refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.
ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from INGs internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the Securities and Exchange Commission. ING Investments reported to the Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.
ING updated its Code of Conduct for employees reinforcing its employees obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.
17
NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)
NOTE 11 INFORMATION REGARDING TRADING OF INGS U.S. MUTUAL FUNDS (continued)
The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.
ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds sold to the public through financial intermediaries. ING does not make exceptions to these policies.
ING reorganized and expanded its U.S. Compliance Department, and created an Enterprise Compliance team to enhance controls and consistency in regulatory compliance.
As has been widely reported in the media, the New York Attorney Generals office (NYAG) is conducting broad investigations regarding insurance quoting and brokerage practices. ING U.S. has been subpoenaed in this regard, and is cooperating fully with these NYAG requests for information.
ING U.S. believes that its practices are consistent with our business principles and our commitment to our customers.
At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.
There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.
NOTE 12 SUBSEQUENT EVENT
Dividends: Subsequent to February 28, 2006, the Fund declared a quarterly distribution dividend of:
Per Share |
|
Declaration Date |
|
Payable Date |
|
Record Date |
|
$0.4650 |
|
03/22/2006 |
|
04/17/2006 |
|
03/31/2006 |
|
18
ING GLOBAL ADVANTAGE AND |
|
|
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 |
Shares |
|
Value |
|
||||
COMMON STOCK: 100.0% |
|
|
|
||||
|
|
|
Australia: 2.4% |
|
|
|
|
|
8,689 |
|
Alinta Ltd. |
|
$ |
71,465 |
|
|
106,916 |
|
Amcor Ltd. |
|
587,328 |
|
|
|
81,164 |
|
AMP Ltd. |
|
515,790 |
|
|
|
16,094 |
|
Aristocrat Leisure Ltd. |
|
143,211 |
|
|
|
3,710 |
|
Australian Gas Light Co., Ltd. |
|
52,593 |
|
|
|
19,273 |
|
Australian Stock Exchange Ltd. |
|
462,522 |
|
|
|
42,449 |
|
BHP Billiton Ltd. |
|
764,198 |
|
|
|
157,358 |
|
BlueScope Steel Ltd. |
|
765,050 |
|
|
|
36,966 |
|
Boral Ltd. |
|
240,037 |
|
|
|
17,431 |
|
Brambles Industries Ltd. |
|
129,914 |
|
|
|
34,809 |
|
Coca-Cola Amatil Ltd. |
|
181,479 |
|
|
|
3,388 |
|
Cochlear Ltd. |
|
122,906 |
|
|
|
38,264 |
|
Commonwealth Bank of Australia |
|
1,270,820 |
|
|
|
3,053 |
|
CSL Ltd. |
|
119,064 |
|
|
|
15,034 |
|
Leighton Holdings Ltd. |
|
202,683 |
|
|
|
38,137 |
|
National Australia Bank Ltd. |
|
1,035,596 |
|
|
|
39,796 |
|
OneSteel Ltd. |
|
113,273 |
|
|
|
179,953 |
|
Prime Retail Group |
|
906,611 |
|
|
|
9,196 |
|
Publishing & Broadcasting Ltd. |
|
115,910 |
|
|
|
115,697 |
|
Qantas Airways Ltd. |
|
350,788 |
|
|
|
33,577 |
|
Telstra Corp. Ltd. |
|
95,591 |
|
|
|
5,594 |
|
Woodside Petroleum Ltd. |
|
168,002 |
|
|
|
25,716 |
|
Woolworths Ltd. |
|
350,397 |
|
|
|
|
|
|
|
8,765,228 |
|
|
|
|
|
Austria: 0.2% |
|
|
|
|
|
276 |
|
Boehler-Uddeholm AG |
|
51,785 |
|
|
|
2,049 |
|
Erste Bank der Oesterreichischen Sparkassen AG |
|
124,568 |
|
|
|
7,123 |
@ |
IMMOFINANZ Immobilien Anlagen AG |
|
72,714 |
|
|
|
2,366 |
|
OMV AG |
|
146,756 |
|
|
|
5,188 |
|
Telekom Austria AG |
|
118,682 |
|
|
|
113 |
|
Verbund - Oesterreichische Elektrizitaetswirtschafts AG |
|
52,563 |
|
|
|
469 |
|
Voestalpine AG |
|
54,669 |
|
|
|
2,242 |
|
Wienerberger AG |
|
103,962 |
|
|
|
|
|
|
|
725,699 |
|
|
|
|
|
Belgium: 0.5% |
|
|
|
|
|
3,461 |
|
Belgacom SA |
|
104,048 |
|
|
|
1,628 |
|
Delhaize Group |
|
108,620 |
|
|
|
20,333 |
|
Fortis |
|
724,377 |
|
|
|
455 |
|
Groupe Bruxelles Lambert SA |
|
49,951 |
|
|
|
2,746 |
|
Interbrew |
|
126,960 |
|
|
|
5,037 |
|
KBC Bancassurance Holding |
|
525,911 |
|
|
|
1,324 |
|
Solvay SA |
|
146,502 |
|
|
|
1,170 |
|
UCB SA |
|
55,426 |
|
|
|
|
|
|
|
1,841,795 |
|
|
|
|
|
Bermuda: 0.0% |
|
|
|
|
|
2,900 |
|
Frontline Ltd. |
|
111,572 |
|
|
|
|
|
|
|
111,572 |
|
|
|
|
|
Denmark: 0.2% |
|
|
|
|
|
22 |
|
AP Moller - Maersk A/S |
|
201,669 |
|
|
|
850 |
|
Carlsberg A/S |
|
53,225 |
|
|
|
800 |
|
Danisco A/S |
|
58,688 |
|
|
|
6,400 |
|
Danske Bank A/S |
|
228,238 |
|
|
|
7,000 |
|
GN Store Nord |
|
93,310 |
|
|
|
10,200 |
|
H Lundbeck A/S |
|
210,067 |
|
|
|
3,800 |
@ |
Vestas Wind Systems A/S |
|
$ |
79,625 |
|
|
|
|
|
|
924,822 |
|
|
|
|
|
Finland: 0.6% |
|
|
|
|
|
5,400 |
|
Fortum OYJ |
|
130,659 |
|
|
|
1,950 |
@ |
Neste Oil OYJ |
|
59,579 |
|
|
|
66,400 |
|
Nokia OYJ |
|
1,235,722 |
|
|
|
9,200 |
|
Outokumpu OYJ |
|
166,958 |
|
|
|
4,700 |
|
Rautaruukki OYJ |
|
158,407 |
|
|
|
7,100 |
|
Sampo OYJ |
|
142,322 |
|
|
|
3,500 |
|
Stora Enso OYJ |
|
49,880 |
|
|
|
5,900 |
|
Wartsila OYJ |
|
215,030 |
|
|
|
|
|
|
|
2,158,557 |
|
|
|
|
|
France: 3.8% |
|
|
|
|
|
8,224 |
|
Air France |
|
190,317 |
|
|
|
2,957 |
@,# |
Atos Origin |
|
206,080 |
|
|
|
25,214 |
|
AXA |
|
891,636 |
|
|
|
23,198 |
@ |
BNP Paribas |
|
2,147,173 |
|
|
|
13,820 |
|
Bouygues |
|
725,990 |
|
|
|
6,550 |
|
Casino Guichard Perrachon SA |
|
408,333 |
|
|
|
12,946 |
|
Cie de Saint-Gobain |
|
863,788 |
|
|
|
1,489 |
# |
Cie Generale DOptique Essilor International SA |
|
128,312 |
|
|
|
4,460 |
|
LOreal SA |
|
394,390 |
|
|
|
2,820 |
|
Lafarge SA |
|
295,052 |
|
|
|
2,305 |
|
Lagardere SCA |
|
178,211 |
|
|
|
5,138 |
|
LVMH Moet Hennessy Louis Vuitton SA |
|
466,786 |
|
|
|
3,171 |
|
Neopost SA |
|
317,457 |
|
|
|
3,255 |
|
Pernod-Ricard |
|
557,119 |
|
|
|
966 |
|
Pinault-Printemps-Redoute |
|
111,301 |
|
|
|
6,510 |
|
Renault SA |
|
625,644 |
|
|
|
13,284 |
|
Sanofi-Synthelabo SA |
|
1,130,946 |
|
|
|
5,693 |
|
Sodexho Alliance SA |
|
242,255 |
|
|
|
19,989 |
|
Suez SA |
|
734,245 |
|
|
|
9,135 |
|
Thales SA |
|
416,257 |
|
|
|
8,880 |
|
Total SA |
|
2,233,591 |
|
|
|
1,468 |
|
Veolia Environnement |
|
76,763 |
|
|
|
21,270 |
|
Vivendi Universal SA |
|
643,491 |
|
|
|
|
|
|
|
13,985,137 |
|
|
|
|
|
Germany: 2.7% |
|
|
|
|
|
1,115 |
|
Adidas-Salomon AG |
|
217,930 |
|
|
|
609 |
|
Allianz AG |
|
98,369 |
|
|
|
14,562 |
|
Commerzbank AG |
|
532,139 |
|
|
|
6,076 |
|
Continental AG |
|
624,716 |
|
|
|
9,969 |
|
Deutsche Bank AG |
|
1,103,027 |
|
|
|
9,353 |
|
Deutsche Lufthansa AG |
|
154,125 |
|
|
|
6,827 |
|
Deutsche Post AG |
|
177,663 |
|
|
|
41,092 |
|
Deutsche Telekom AG |
|
649,417 |
|
|
|
1,938 |
|
EON AG |
|
214,967 |
|
|
|
1,033 |
|
Fresenius Medical Care AG |
|
111,042 |
|
|
|
1,293 |
|
Henkel KGaA |
|
142,677 |
|
|
|
13,490 |
@ |
Infineon Technologies AG |
|
124,647 |
|
|
|
17,641 |
|
MAN AG |
|
1,113,293 |
|
|
|
3,121 |
|
Merck KGaA |
|
312,044 |
|
|
|
2,269 |
|
Metro AG |
|
120,878 |
|
|
|
8,698 |
|
Muenchener Rueckversicherungs AG |
|
1,180,944 |
|
|
|
6,650 |
|
RWE AG |
|
571,898 |
|
|
|
3,371 |
|
SAP AG |
|
689,625 |
|
|
|
3,278 |
|
Siemens AG |
|
301,510 |
|
See Accompanying Notes to Financial Statements
19
ING GLOBAL ADVANTAGE AND |
|
PORTFOLIO OF INVESTMENTS |
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 (CONTINUED) |
Shares |
|
Value |
|
||||
|
|
|
Germany (continued) |
|
|
|
|
|
51,598 |
|
ThyssenKrupp AG |
|
$ |
1,307,176 |
|
|
2,541 |
|
TUI AG |
|
50,191 |
|
|
|
|
|
|
|
9,798,278 |
|
|
|
|
|
Greece: 0.2% |
|
|
|
|
|
6,008 |
|
Cosmote Mobile Communications SA |
|
128,632 |
|
|
|
11,475 |
|
EFG Eurobank Ergasias SA |
|
455,684 |
|
|
|
2,225 |
|
National Bank of Greece |
|
114,316 |
|
|
|
3,700 |
|
OPAP SA |
|
140,182 |
|
|
|
1,149 |
|
Titan Cement Co. SA |
|
54,698 |
|
|
|
|
|
|
|
893,512 |
|
|
|
|
|
Hong Kong: 0.8% |
|
|
|
|
|
123,600 |
|
Bank of East Asia |
|
422,629 |
|
|
|
63,000 |
|
Cathay Pacific Airways Ltd. |
|
116,756 |
|
|
|
25,000 |
|
Esprit Holdings Ltd. |
|
191,179 |
|
|
|
180,346 |
|
Hang Lung Properties Ltd. |
|
322,740 |
|
|
|
67,000 |
|
Henderson Land Development |
|
356,758 |
|
|
|
12,000 |
|
Hong Kong Exchanges and Clearing Ltd. |
|
61,258 |
|
|
|
84,000 |
|
HongKong Electric Holdings |
|
386,758 |
|
|
|
34,000 |
|
Hutchison Whampoa International Ltd. |
|
322,060 |
|
|
|
35,000 |
|
New World Development Ltd. |
|
55,621 |
|
|
|
16,074 |
|
PCCW Ltd. |
|
10,998 |
|
|
|
294,000 |
|
Sino Land Co. |
|
438,354 |
|
|
|
4,500 |
|
Swire Pacific Ltd. |
|
42,962 |
|
|
|
24,000 |
|
Techtronic Industries Co. |
|
41,563 |
|
|
|
|
|
|
|
2,769,636 |
|
|
|
|
|
Ireland: 0.3% |
|
|
|
|
|
23,263 |
|
Allied Irish Banks PLC |
|
555,804 |
|
|
|
8,023 |
|
CRH PLC |
|
263,201 |
|
|
|
5,800 |
@ |
Grafton Group PLC |
|
71,244 |
|
|
|
4,065 |
|
Irish Life & Permanent PLC |
|
89,612 |
|
|
|
4,886 |
|
Kerry Group PLC |
|
108,142 |
|
|
|
|
|
|
|
1,088,003 |
|
|
|
|
|
Italy: 1.7% |
|
|
|
|
|
17,563 |
|
Assicurazioni Generali S.p.A. |
|
630,107 |
|
|
|
4,423 |
|
Autostrade S.p.A. |
|
112,931 |
|
|
|
20,761 |
|
Banca Antonveneta S.p.A. |
|
654,302 |
|
|
|
32,282 |
|
Banca Fideuram S.p.A. |
|
195,756 |
|
|
|
113,210 |
|
Banca Intesa S.p.A. |
|
668,972 |
|
|
|
127,176 |
|
Capitalia S.p.A. |
|
960,698 |
|
|
|
38,438 |
|
ENI-Ente Nazionale Idrocarburi S.p.A. |
|
1,099,007 |
|
|
|
17,290 |
|
Mediaset S.p.A. |
|
203,521 |
|
|
|
128,750 |
|
Pirelli & C S.p.A. |
|
121,633 |
|
|
|
297,492 |
@ |
Telecom Italia S.p.A. |
|
683,628 |
|
|
|
253,289 |
|
Terna S.p.A. |
|
666,559 |
|
|
|
8,652 |
|
UniCredito Italiano S.p.A. |
|
62,937 |
|
|
|
|
|
|
|
6,060,051 |
|
|
|
|
|
Japan: 10.8% |
|
|
|
|
|
2,320 |
|
Acom Co., Ltd. |
|
142,118 |
|
|
|
400 |
|
Advantest Corp. |
|
45,223 |
|
|
|
4,100 |
|
Aiful Corp. |
|
273,868 |
|
|
|
28,000 |
|
Asahi Breweries Ltd. |
|
378,229 |
|
|
|
64,000 |
|
Asahi Glass Co., Ltd. |
|
903,320 |
|
|
|
17,000 |
|
Bank of Fukuoka Ltd. |
|
144,143 |
|
|
|
31,000 |
|
Bank of Kyoto Ltd. |
|
361,468 |
|
|
|
6,000 |
|
Canon Sales Co., Inc. |
|
$ |
128,222 |
|
|
14,000 |
|
Casio Computer Co., Ltd. |
|
226,529 |
|
|
|
28 |
|
Central Japan Railway Co. |
|
274,037 |
|
|
|
8,600 |
|
Credit Saison Co., Ltd. |
|
405,911 |
|
|
|
28,000 |
|
Dai Nippon Printing Co., Ltd. |
|
494,583 |
|
|
|
68,000 |
|
Dainippon Screen Manufacturing Co., Ltd. |
|
630,269 |
|
|
|
40,000 |
|
Denki Kagaku Kogyo K K |
|
167,851 |
|
|
|
24 |
|
East Japan Railway Co. |
|
170,630 |
|
|
|
18,900 |
|
Eisai Co., Ltd. |
|
873,547 |
|
|
|
90 |
|
Fuji Television Network, Inc. |
|
217,747 |
|
|
|
54,000 |
|
Fujitsu Ltd. |
|
430,016 |
|
|
|
116,000 |
|
Hitachi Ltd. |
|
807,585 |
|
|
|
21,200 |
|
Honda Motor Co., Ltd. |
|
1,237,550 |
|
|
|
186 |
|
Index Corp. |
|
336,182 |
|
|
|
14,900 |
|
Isetan Co., Ltd. |
|
269,465 |
|
|
|
87,000 |
|
Itochu Corp. |
|
722,665 |
|
|
|
3,100 |
|
Jafco Co., Ltd. |
|
211,220 |
|
|
|
71,000 |
|
Japan Airlines Corp. |
|
189,824 |
|
|
|
27 |
|
Japan Tobacco, Inc. |
|
463,588 |
|
|
|
16,600 |
|
JFE Holdings, Inc. |
|
611,489 |
|
|
|
14,000 |
|
Kao Corp. |
|
380,045 |
|
|
|
47,000 |
|
Kawasaki Kisen Kaisha Ltd. |
|
292,173 |
|
|
|
13,000 |
|
Keisei Electric Railway Co., Ltd. |
|
83,559 |
|
|
|
1,400 |
|
Keyence Corp. |
|
382,210 |
|
|
|
28,000 |
|
Kintetsu Corp. |
|
108,345 |
|
|
|
16,000 |
|
Kirin Brewery Co., Ltd. |
|
210,436 |
|
|
|
93,000 |
|
Kobe Steel Ltd. |
|
353,212 |
|
|
|
79,000 |
|
Kubota Corp. |
|
772,140 |
|
|
|
21,400 |
|
Kyushu Electric Power Co., Inc. |
|
515,893 |
|
|
|
25,800 |
|
Leopalace21 Corp. |
|
927,434 |
|
|
|
26,300 |
|
Makita Corp. |
|
764,397 |
|
|
|
97,000 |
|
Marubeni Corp. |
|
480,798 |
|
|
|
17 |
|
Millea Holdings, Inc. |
|
345,741 |
|
|
|
46,000 |
@ |
Mitsubishi Chemical Holdings Corp. |
|
281,183 |
|
|
|
50 |
|
Mitsubishi Tokyo Financial Group, Inc. |
|
741,919 |
|
|
|
31,000 |
|
Mitsui Chemicals, Inc. |
|
248,141 |
|
|
|
21,000 |
|
Mitsui OSK Lines Ltd. |
|
153,028 |
|
|
|
21,000 |
|
Mitsui Sumitomo Insurance Co., Ltd. |
|
276,791 |
|
|
|
66,000 |
|
Mitsui Trust Holdings, Inc. |
|
967,090 |
|
|
|
107 |
|
Mizuho Financial Group, Inc. |
|
852,405 |
|
|
|
4,900 |
|
Nidec Corp. |
|
388,432 |
|
|
|
32,000 |
|
Nikon Corp. |
|
543,874 |
|
|
|
5,400 |
|
Nintendo Co., Ltd. |
|
795,898 |
|
|
|
46,000 |
|
Nippon Oil Corp. |
|
348,591 |
|
|
|
124,000 |
|
Nippon Steel Corp. |
|
493,881 |
|
|
|
214 |
|
Nippon Telegraph & Telephone Corp. |
|
923,476 |
|
|
|
50 |
|
Nippon Unipac Holding |
|
230,927 |
|
|
|
26,000 |
|
Nippon Yusen Kabushiki Kaisha |
|
169,033 |
|
|
|
85,000 |
|
Nishi-Nippon City Bank Ltd. |
|
435,393 |
|
|
|
92,000 |
|
Nisshin Steel Co., Ltd. |
|
306,765 |
|
|
|
22,000 |
|
Nisshinbo Industries, Inc. |
|
231,177 |
|
|
|
38,000 |
|
OJI Paper Co. Ltd. |
|
262,493 |
|
|
|
161,000 |
|
Oki Electric Industry Ltd. |
|
515,613 |
|
|
|
1,700 |
|
Oriental Land Co., Ltd. |
|
100,174 |
|
|
|
2,100 |
|
ORIX Corp. |
|
552,534 |
|
|
|
9,800 |
|
Promise Co., Ltd. |
|
591,038 |
|
|
|
271 |
@ |
Resona Holdings, Inc. |
|
955,025 |
|
|
|
4,000 |
|
Sankyo Co., Ltd. |
|
244,549 |
|
See Accompanying Notes to Financial Statements
20
ING GLOBAL ADVANTAGE AND |
|
PORTFOLIO OF INVESTMENTS |
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 (CONTINUED) |
Shares |
|
Value |
|
||||
|
|
|
Japan (continued) |
|
|
|
|
|
4,000 |
|
Sekisui Chemical Co., Ltd. |
|
$ |
32,264 |
|
|
76,000 |
|
Shimizu Corp. |
|
533,177 |
|
|
|
33,000 |
|
Shinsei Bank Ltd. |
|
221,807 |
|
|
|
34,000 |
|
Sompo Japan Insurance, Inc. |
|
493,503 |
|
|
|
6,200 |
|
Sony Corp. |
|
290,120 |
|
|
|
40,000 |
|
Sumitomo Corp. |
|
540,058 |
|
|
|
33,000 |
|
Sumitomo Metal Industries Ltd. |
|
146,414 |
|
|
|
1,000 |
|
Taisei Corp. |
|
4,841 |
|
|
|
22,000 |
|
Takashimaya Co., Ltd. |
|
318,508 |
|
|
|
16,600 |
|
Takeda Chemical Industries Ltd. |
|
924,135 |
|
|
|
3,320 |
|
Takefuji Corp. |
|
212,926 |
|
|
|
8,600 |
|
Terumo Corp. |
|
262,396 |
|
|
|
7,500 |
|
Tokyo Electron Ltd. |
|
499,181 |
|
|
|
232,000 |
|
Tokyo Gas Co., Ltd. |
|
1,055,661 |
|
|
|
3,600 |
|
Tokyo Steel Manufacturing Co., Ltd. |
|
69,132 |
|
|
|
56,000 |
|
Toshiba Corp. |
|
317,193 |
|
|
|
76,000 |
|
Tosoh Corp. |
|
399,006 |
|
|
|
68,000 |
|
Toyobo Co., Ltd. |
|
210,251 |
|
|
|
26,700 |
|
Toyota Motor Corp. |
|
1,422,449 |
|
|
|
25,000 |
|
Toyota Tsusho Corp. |
|
578,303 |
|
|
|
52,000 |
|
UNY Co., Ltd. |
|
790,543 |
|
|
|
38 |
|
West Japan Railway Co. |
|
153,935 |
|
|
|
65,400 |
|
Yamaha Motor Co., Ltd. |
|
1,490,636 |
|
|
|
|
|
|
|
39,309,531 |
|
|
|
|
|
Luxembourg: 0.2% |
|
|
|
|
|
17,809 |
@ |
Arcelor |
|
652,533 |
|
|
|
|
|
|
|
652,533 |
|
|
|
|
|
Netherlands: 2.6% |
|
|
|
|
|
21,617 |
|
Aegon NV |
|
356,519 |
|
|
|
22,514 |
|
Akzo Nobel NV |
|
1,143,080 |
|
|
|
8,258 |
@ |
ASML Holding NV |
|
170,821 |
|
|
|
6,848 |
|
Buhrmann NV |
|
114,752 |
|
|
|
2,015 |
|
Euronext NV |
|
126,327 |
|
|
|
24,482 |
@ |
Koninklijke Ahold NV |
|
199,847 |
|
|
|
28,587 |
|
Koninklijke Philips Electronics NV |
|
930,435 |
|
|
|
75,202 |
|
Royal Dutch Shell PLC |
|
2,257,269 |
|
|
|
66,540 |
|
Royal Dutch Shell PLC - Class B |
|
2,088,653 |
|
|
|
32,046 |
|
Royal KPN NV |
|
331,802 |
|
|
|
524 |
|
SBM Offshore NV |
|
51,619 |
|
|
|
10,854 |
|
TPG NV |
|
353,110 |
|
|
|
12,458 |
|
Unilever NV |
|
864,916 |
|
|
|
1,288 |
|
Wereldhave NV |
|
137,327 |
|
|
|
23,654 |
|
Wolters Kluwer NV |
|
519,004 |
|
|
|
|
|
|
|
9,645,481 |
|
|
|
|
|
New Zealand: 0.0% |
|
|
|
|
|
28,900 |
|
Telecom Corp. of New Zealand Ltd. |
|
101,595 |
|
|
|
|
|
|
|
101,595 |
|
|
|
|
|
Norway: 0.3% |
|
|
|
|
|
10,400 |
|
DNB Holding ASA |
|
126,169 |
|
|
|
440 |
|
Norsk Hydro ASA |
|
51,532 |
|
|
|
2,400 |
|
Norske Skogindustrier ASA |
|
35,907 |
|
|
|
3,150 |
|
Orkla ASA |
|
137,284 |
|
|
|
20,100 |
|
Statoil ASA |
|
514,671 |
|
|
|
11,400 |
|
Telenor ASA |
|
123,124 |
|
|
|
2,200 |
|
Yara International ASA |
|
33,395 |
|
|
|
|
|
|
|
1,022,082 |
|
|
|
|
|
Portugal: 0.1% |
|
|
|
|
|
50,492 |
|
Banco Comercial Portugues SA |
|
$ |
149,935 |
|
|
27,874 |
|
Electricidade de Portugal SA |
|
97,365 |
|
|
|
11,582 |
|
Portugal Telecom SGPS SA |
|
133,664 |
|
|
|
|
|
|
|
380,964 |
|
|
|
|
|
Singapore: 0.3% |
|
|
|
|
|
58,000 |
|
CapitaLand Ltd. |
|
149,539 |
|
|
|
95,000 |
|
ComfortDelgro Corp., Ltd. |
|
96,320 |
|
|
|
8,000 |
|
Fraser and Neave Ltd. |
|
93,854 |
|
|
|
49,000 |
|
SembCorp Industries Ltd. |
|
93,851 |
|
|
|
7,000 |
|
Singapore Airlines Ltd. |
|
63,585 |
|
|
|
22,000 |
|
Singapore Press Holdings Ltd. |
|
60,051 |
|
|
|
100,000 |
|
Singapore Telecommunications Ltd. |
|
160,442 |
|
|
|
55,000 |
|
United Overseas Bank Ltd. |
|
506,646 |
|
|
|
|
|
|
|
1,224,288 |
|
|
|
|
|
Spain: 1.7% |
|
|
|
|
|
5,468 |
|
Abertis Infraestructuras SA |
|
141,600 |
|
|
|
3,425 |
|
Antena 3 de Television SA |
|
90,864 |
|
|
|
99,683 |
|
Banco Bilbao Vizcaya Argentaria SA |
|
2,027,470 |
|
|
|
30,526 |
|
Banco Santander Central Hispano SA |
|
446,028 |
|
|
|
12,399 |
|
Ebro Puleva SA |
|
225,834 |
|
|
|
35,617 |
|
Endesa SA |
|
1,192,794 |
|
|
|
4,440 |
|
Fomento de Construcciones y Contratas SA |
|
301,906 |
|
|
|
1,479 |
|
Grupo Ferrovial |
|
110,738 |
|
|
|
3,386 |
|
Inditex SA |
|
121,561 |
|
|
|
1,428 |
|
Inmobiliaria Colonial |
|
91,683 |
|
|
|
13,819 |
|
Repsol YPF SA |
|
386,311 |
|
|
|
67,194 |
|
Telefonica SA |
|
1,036,204 |
|
|
|
|
|
|
|
6,172,993 |
|
|
|
|
|
Sweden: 1.0% |
|
|
|
|
|
9,600 |
|
Atlas Copco AB |
|
218,090 |
|
|
|
7,000 |
@ |
Capio AB |
|
120,966 |
|
|
|
4,100 |
|
Electrolux AB |
|
113,317 |
|
|
|
2,700 |
|
Fabege AB |
|
53,554 |
|
|
|
7,150 |
|
Hennes & Mauritz AB |
|
260,345 |
|
|
|
1,600 |
@ |
Modern Times Group AB |
|
74,072 |
|
|
|
5,000 |
|
Scania AB |
|
208,857 |
|
|
|
4,600 |
|
Securitas AB |
|
84,452 |
|
|
|
8,000 |
|
SKF AB |
|
116,086 |
|
|
|
1,400 |
|
Ssab Svenskt Stal AB |
|
62,859 |
|
|
|
4,800 |
|
Svenska Cellulosa AB |
|
201,146 |
|
|
|
26,700 |
|
Svenska Handelsbanken AB |
|
694,371 |
|
|
|
5,200 |
|
Swedish Match AB |
|
69,584 |
|
|
|
17,900 |
|
Tele2 AB |
|
193,061 |
|
|
|
231,000 |
|
Telefonaktiebolaget LM Ericsson |
|
786,582 |
|
|
|
6,900 |
|
Volvo AB |
|
300,824 |
|
|
|
1,100 |
|
Volvo AB - Class B |
|
46,563 |
|
|
|
|
|
|
|
3,604,729 |
|
|
|
|
|
Switzerland: 3.0% |
|
|
|
|
|
3,001 |
|
Adecco SA |
|
164,699 |
|
|
|
41,579 |
@ |
Clariant AG |
|
635,486 |
|
|
|
9,802 |
|
Compagnie Financiere Richemont AG |
|
426,939 |
|
|
|
7,254 |
|
Credit Suisse Group |
|
401,856 |
|
|
|
161 |
|
Kuehne & Nagel International AG |
|
48,576 |
|
See Accompanying Notes to Financial Statements
21
ING GLOBAL ADVANTAGE AND |
|
PORTFOLIO OF INVESTMENTS |
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 (CONTINUED) |
Shares |
|
Value |
|
||||
|
|
|
Switzerland (continued) |
|
|
|
|
|
1,724 |
@ |
Logitech International SA |
|
$ |
69,465 |
|
|
5,810 |
|
Nestle SA |
|
1,708,552 |
|
|
|
20,066 |
|
Novartis AG |
|
1,080,059 |
|
|
|
5,031 |
|
Phonak Holding AG |
|
242,882 |
|
|
|
16,497 |
|
Roche Holding AG |
|
2,437,938 |
|
|
|
1,033 |
|
Schindler Holding AG |
|
485,430 |
|
|
|
11,029 |
|
STMicroelectronics NV |
|
186,937 |
|
|
|
5,817 |
|
Swiss Reinsurance |
|
414,471 |
|
|
|
343 |
|
Swisscom AG |
|
103,030 |
|
|
|
21,076 |
|
UBS AG |
|
2,239,738 |
|
|
|
1,943 |
@ |
Zurich Financial Services AG |
|
458,932 |
|
|
|
|
|
|
|
11,104,990 |
|
|
|
|
|
United Kingdom: 9.1% |
|
|
|
|
|
54,590 |
|
Amec PLC |
|
378,953 |
|
|
|
20,131 |
|
ARM Holdings PLC |
|
48,462 |
|
|
|
9,286 |
|
Arriva PLC |
|
97,963 |
|
|
|
40,652 |
|
AstraZeneca PLC |
|
1,874,374 |
|
|
|
24,224 |
|
Aviva PLC |
|
334,620 |
|
|
|
196,867 |
|
Barclays PLC |
|
2,302,158 |
|
|
|
256,391 |
|
BP PLC |
|
2,831,598 |
|
|
|
24,686 |
|
Brambles Industries PLC |
|
178,089 |
|
|
|
33,629 |
@ |
British Airways PLC |
|
193,208 |
|
|
|
48,627 |
|
British American Tobacco PLC |
|
1,156,657 |
|
|
|
368,413 |
|
BT Group PLC |
|
1,326,639 |
|
|
|
1,588 |
|
Carnival PLC |
|
86,614 |
|
|
|
343,238 |
|
Centrica PLC |
|
1,745,583 |
|
|
|
373,666 |
|
Corus Group PLC |
|
471,176 |
|
|
|
16,367 |
|
Davis Service Group PLC |
|
141,114 |
|
|
|
19,320 |
|
First Choice Holidays PLC |
|
76,334 |
|
|
|
16,013 |
|
First Group PLC |
|
117,575 |
|
|
|
45,668 |
|
George Wimpey PLC |
|
442,047 |
|
|
|
11,299 |
|
GKN PLC |
|
67,206 |
|
|
|
55,721 |
|
GlaxoSmithKline PLC |
|
1,412,958 |
|
|
|
13,415 |
|
HBOS PLC |
|
249,423 |
|
|
|
45,281 |
|
Hilton Group PLC |
|
291,817 |
|
|
|
107,225 |
|
HMV Group PLC |
|
347,348 |
|
|
|
121,006 |
|
HSBC Holdings PLC |
|
2,067,446 |
|
|
|
18,387 |
|
Intercontinental Hotels Group PLC |
|
282,155 |
|
|
|
59,470 |
|
iSOFT Group PLC |
|
193,516 |
|
|
|
159,473 |
|
Kingfisher PLC |
|
636,808 |
|
|
|
3,501 |
|
Legal & General Group PLC |
|
7,982 |
|
|
|
2,599 |
|
Lloyds TSB Group PLC |
|
25,206 |
|
|
|
44,466 |
|
LogicaCMG PLC |
|
156,304 |
|
|
|
10,060 |
@ |
Marconi Corp. PLC |
|
69,481 |
|
|
|
5,674 |
|
National Express Group PLC |
|
88,226 |
|
|
|
20,577 |
|
Old Mutual PLC |
|
67,636 |
|
|
|
125,496 |
|
Pilkington PLC |
|
355,860 |
|
|
|
4,289 |
|
Provident Financial PLC |
|
45,169 |
|
|
|
30,999 |
|
Prudential PLC |
|
327,421 |
|
|
|
10,561 |
|
Reckitt Benckiser PLC |
|
375,418 |
|
|
|
52,682 |
|
Rentokil Initial PLC |
|
144,848 |
|
|
|
145,062 |
|
Rexam PLC |
|
1,287,827 |
|
|
|
285,328 |
|
Royal & Sun Alliance Insurance Group |
|
649,535 |
|
|
|
89,737 |
|
Royal Bank of Scotland Group PLC |
|
2,996,728 |
|
|
|
84,963 |
|
SABMiller PLC |
|
1,686,004 |
|
|
|
33,021 |
|
Schroders PLC |
|
664,697 |
|
|
|
58,419 |
|
Slough Estates PLC |
|
622,773 |
|
|
|
45,478 |
|
Stagecoach Group PLC |
|
89,269 |
|
|
|
155,855 |
|
Tesco PLC |
|
922,101 |
|
|
|
92,034 |
|
Tomkins PLC |
|
$ |
536,421 |
|
|
69,351 |
|
Trinity Mirror PLC |
|
700,576 |
|
|
|
591,660 |
|
Vodafone Group PLC |
|
1,131,776 |
|
|
|
7,931 |
|
Whitbread PLC |
|
147,017 |
|
|
|
63,849 |
|
Yell Group PLC |
|
620,511 |
|
|
|
|
|
|
|
33,070,627 |
|
|
|
|
|
United States: 57.5% |
|
|
|
|
|
12,900 |
|
3M Co. |
|
949,311 |
|
|
|
2,300 |
|
Abbott Laboratories |
|
101,614 |
|
|
|
63,700 |
@ |
AES Corp. |
|
1,102,010 |
|
|
|
32,800 |
|
Aetna, Inc. |
|
1,672,800 |
|
|
|
35,300 |
|
Altria Group, Inc. |
|
2,538,070 |
|
|
|
20,900 |
|
American Express Co. |
|
1,126,092 |
|
|
|
44,400 |
|
American International Group, Inc. |
|
2,946,384 |
|
|
|
15,500 |
|
American Standard Cos, Inc. |
|
613,490 |
|
|
|
17,400 |
|
AmerisourceBergen Corp. |
|
800,226 |
|
|
|
20,700 |
@ |
Amgen, Inc. |
|
1,562,643 |
|
|
|
34,000 |
@ |
Apple Computer, Inc. |
|
2,330,360 |
|
|
|
43,300 |
|
Archer-Daniels-Midland Co. |
|
1,373,476 |
|
|
|
130,200 |
|
AT&T, Inc. |
|
3,592,218 |
|
|
|
19,200 |
|
Autodesk, Inc. |
|
722,880 |
|
|
|
8,900 |
|
Ball Corp. |
|
379,140 |
|
|
|
77,900 |
|
Bank of America Corp. |
|
3,571,715 |
|
|
|
77,900 |
|
BellSouth Corp. |
|
2,460,082 |
|
|
|
26,900 |
|
Best Buy Co., Inc. |
|
1,448,834 |
|
|
|
6,600 |
|
Black & Decker Corp. |
|
564,828 |
|
|
|
17,000 |
@ |
BMC Software, Inc. |
|
371,790 |
|
|
|
32,500 |
|
Boeing Co. |
|
2,362,425 |
|
|
|
19,500 |
|
Burlington Resources, Inc. |
|
1,758,510 |
|
|
|
6,700 |
|
Carnival Corp. |
|
346,055 |
|
|
|
37,600 |
|
ChevronTexaco Corp. |
|
2,123,648 |
|
|
|
12,900 |
|
Chubb Corp. |
|
1,235,175 |
|
|
|
13,100 |
|
Circuit City Stores, Inc. |
|
314,793 |
|
|
|
199,100 |
@ |
Cisco Systems, Inc. |
|
4,029,784 |
|
|
|
17,100 |
|
CIT Group, Inc. |
|
919,467 |
|
|
|
86,600 |
|
Citigroup, Inc. |
|
4,015,642 |
|
|
|
13,200 |
@ |
Citrix Systems, Inc. |
|
427,152 |
|
|
|
30,400 |
@ |
Coach, Inc. |
|
1,085,888 |
|
|
|
73,600 |
|
Coca-Cola Co. |
|
3,088,992 |
|
|
|
14,100 |
|
Comerica, Inc. |
|
808,212 |
|
|
|
30,300 |
@ |
Compuware Corp. |
|
248,763 |
|
|
|
49,400 |
|
ConocoPhillips |
|
3,011,424 |
|
|
|
28,600 |
|
Costco Wholesale Corp. |
|
1,466,608 |
|
|
|
13,500 |
@ |
Coventry Health Care, Inc. |
|
804,870 |
|
|
|
18,200 |
|
CSX Corp. |
|
1,007,916 |
|
|
|
10,500 |
|
Darden Restaurants, Inc. |
|
440,370 |
|
|
|
40,000 |
@ |
Dell, Inc. |
|
1,160,000 |
|
|
|
24,300 |
|
Devon Energy Corp. |
|
1,424,709 |
|
|
|
6,800 |
|
Dominion Resources, Inc. |
|
510,680 |
|
|
|
15,700 |
|
Dow Chemical Co. |
|
675,571 |
|
|
|
18,100 |
|
Duke Energy Corp. |
|
514,040 |
|
|
|
18,700 |
@ |
eBay, Inc. |
|
749,122 |
|
|
|
15,500 |
|
EI Du Pont de Nemours & Co. |
|
623,720 |
|
|
|
21,800 |
|
Emerson Electric Co. |
|
1,783,458 |
|
|
|
16,400 |
|
EOG Resources, Inc. |
|
1,105,360 |
|
|
|
11,200 |
|
Equifax, Inc. |
|
410,368 |
|
|
|
12,500 |
@ |
Express Scripts, Inc. |
|
1,090,875 |
|
|
|
148,000 |
|
Exxon Mobil Corp. |
|
8,786,760 |
|
|
|
7,300 |
|
Fluor Corp. |
|
629,990 |
|
|
|
139,400 |
|
Ford Motor Co. |
|
1,111,018 |
|
See Accompanying Notes to Financial Statements
22
ING GLOBAL ADVANTAGE AND |
|
PORTFOLIO OF INVESTMENTS |
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 (CONTINUED) |
Shares |
|
Value |
|
||||
|
|
|
United States (continued) |
|
|
|
|
|
14,500 |
|
Freeport-McMoRan Copper & Gold, Inc. |
|
$ |
734,135 |
|
|
32,300 |
@ |
Freescale Semiconductor, Inc. |
|
873,392 |
|
|
|
48,100 |
|
Gap, Inc. |
|
891,774 |
|
|
|
12,300 |
|
General Dynamics Corp. |
|
1,516,221 |
|
|
|
177,100 |
|
General Electric Co. |
|
5,821,277 |
|
|
|
25,100 |
|
General Mills, Inc. |
|
1,236,175 |
|
|
|
7,700 |
|
Goldman Sachs Group, Inc. |
|
1,087,933 |
|
|
|
13,700 |
@ |
Goodyear Tire & Rubber Co. |
|
196,321 |
|
|
|
13,900 |
|
Hasbro, Inc. |
|
282,031 |
|
|
|
100,600 |
|
Hewlett-Packard Co. |
|
3,300,686 |
|
|
|
75,700 |
|
Home Depot, Inc. |
|
3,190,755 |
|
|
|
13,400 |
@ |
Hospira, Inc. |
|
531,980 |
|
|
|
13,700 |
@ |
Humana, Inc. |
|
707,879 |
|
|
|
188,000 |
|
Intel Corp. |
|
3,872,800 |
|
|
|
49,200 |
|
International Business Machines Corp. |
|
3,947,808 |
|
|
|
15,200 |
@ |
Intuit, Inc. |
|
738,416 |
|
|
|
36,500 |
|
iShares MSCI EAFE® Index Fund |
|
2,278,330 |
|
|
|
14,800 |
@ |
Jabil Circuit, Inc. |
|
560,180 |
|
|
|
19,700 |
|
JC Penney Co., Inc. |
|
1,155,208 |
|
|
|
49,900 |
|
Johnson & Johnson |
|
2,876,735 |
|
|
|
59,100 |
|
JPMorgan Chase & Co. |
|
2,431,374 |
|
|
|
18,900 |
@ |
King Pharmaceuticals, Inc. |
|
307,125 |
|
|
|
13,600 |
|
Lehman Brothers Holdings, Inc. |
|
1,984,920 |
|
|
|
14,500 |
|
Lincoln National Corp. |
|
823,165 |
|
|
|
21,700 |
|
Lockheed Martin Corp. |
|
1,581,279 |
|
|
|
9,000 |
|
Louisiana-Pacific Corp. |
|
255,870 |
|
|
|
34,000 |
|
Lowes Cos., Inc. |
|
2,318,120 |
|
|
|
57,000 |
|
McDonalds Corp. |
|
1,989,870 |
|
|
|
24,500 |
|
McGraw-Hill Cos, Inc. |
|
1,300,705 |
|
|
|
23,500 |
|
McKesson Corp. |
|
1,272,055 |
|
|
|
19,700 |
|
Medtronic, Inc. |
|
1,062,815 |
|
|
|
83,900 |
|
Merck & Co., Inc. |
|
2,924,754 |
|
|
|
35,400 |
|
Merrill Lynch & Co., Inc. |
|
2,733,234 |
|
|
|
36,000 |
|
Metlife, Inc. |
|
1,804,320 |
|
|
|
237,800 |
|
Microsoft Corp. |
|
6,396,820 |
|
|
|
43,000 |
|
Morgan Stanley |
|
2,565,380 |
|
|
|
104,900 |
|
Motorola, Inc. |
|
2,244,860 |
|
|
|
28,900 |
|
National Semiconductor Corp. |
|
810,645 |
|
|
|
41,200 |
|
News Corp., Inc. |
|
670,736 |
|
|
|
3,600 |
|
Nicor, Inc. |
|
154,548 |
|
|
|
14,100 |
|
Nike, Inc. |
|
1,223,598 |
|
|
|
18,600 |
|
Nordstrom, Inc. |
|
706,800 |
|
|
|
27,000 |
|
Norfolk Southern Corp. |
|
1,381,860 |
|
|
|
29,800 |
@ |
Novell, Inc. |
|
283,398 |
|
|
|
12,800 |
|
Nucor Corp. |
|
1,101,440 |
|
|
|
11,500 |
|
Pepsi Bottling Group, Inc. |
|
337,640 |
|
|
|
55,600 |
|
PepsiCo, Inc. |
|
3,286,516 |
|
|
|
123,900 |
|
Pfizer, Inc. |
|
3,244,941 |
|
|
|
13,900 |
|
PPG Industries, Inc. |
|
842,757 |
|
|
|
23,200 |
|
Principal Financial Group |
|
1,130,304 |
|
|
|
92,200 |
|
Procter & Gamble Co. |
|
5,525,546 |
|
|
|
24,500 |
|
Prudential Financial, Inc. |
|
1,887,480 |
|
|
|
27,400 |
|
Qualcomm, Inc. |
|
1,293,554 |
|
|
|
30,500 |
|
Raytheon Co. |
|
1,323,700 |
|
|
|
7,200 |
|
Reynolds America, Inc. |
|
764,280 |
|
|
|
12,300 |
|
Rohm & Haas Co. |
|
611,925 |
|
|
|
10,500 |
|
Safeco Corp. |
|
540,855 |
|
|
|
38,100 |
|
Safeway, Inc. |
|
926,211 |
|
|
|
9,900 |
|
Schlumberger Ltd. |
|
1,138,500 |
|
|
|
23,900 |
|
Sempra Energy |
|
1,143,376 |
|
|
|
9,200 |
|
Southern Co. |
|
313,076 |
|
|
|
56,500 |
|
Southwest Airlines Co. |
|
$ |
947,505 |
|
|
50,400 |
|
Staples, Inc. |
|
1,236,816 |
|
|
|
12,000 |
@ |
Starbucks Corp. |
|
435,840 |
|
|
|
11,400 |
|
Sunoco, Inc. |
|
844,740 |
|
|
|
10,600 |
|
Supervalu, Inc. |
|
334,960 |
|
|
|
14,900 |
|
Target Corp. |
|
810,560 |
|
|
|
9,500 |
|
Temple-Inland, Inc. |
|
405,365 |
|
|
|
71,500 |
|
Texas Instruments, Inc. |
|
2,134,275 |
|
|
|
78,900 |
|
Time Warner, Inc. |
|
1,365,759 |
|
|
|
33,100 |
|
TXU Corp. |
|
1,734,109 |
|
|
|
19,100 |
|
United Parcel Service, Inc. |
|
1,426,961 |
|
|
|
41,600 |
|
United Technologies Corp. |
|
2,433,600 |
|
|
|
49,400 |
|
UnitedHealth Group, Inc. |
|
2,876,562 |
|
|
|
30,700 |
|
US BanCorp. |
|
948,937 |
|
|
|
31,400 |
|
Valero Energy Corp. |
|
1,689,006 |
|
|
|
13,350 |
@ |
Viacom, Inc. |
|
533,466 |
|
|
|
26,500 |
|
Wachovia Corp. |
|
1,485,852 |
|
|
|
42,000 |
|
Wal-Mart Stores, Inc. |
|
1,905,120 |
|
|
|
28,500 |
@ |
WellPoint, Inc. |
|
2,188,515 |
|
|
|
28,400 |
|
Wells Fargo & Co. |
|
1,823,280 |
|
|
|
9,900 |
|
Wendys International, Inc. |
|
573,210 |
|
|
|
22,300 |
|
Yum! Brands, Inc. |
|
1,063,710 |
|
|
|
|
|
|
|
209,937,864 |
|
|
|
|
|
Total Common Stock |
|
|
|
|
|
|
|
(Cost $342,980,127) |
|
365,349,967 |
|
|
|
|
|
|
|
|
|
|
PREFERRED STOCK: 0.5% |
|
|
|
||||
|
|
|
Germany: 0.5% |
|
|
|
|
|
10,992 |
|
RWE AG |
|
865,549 |
|
|
|
19,212 |
|
Volkswagen AG |
|
990,116 |
|
|
|
|
|
|
|
1,855,665 |
|
|
|
|
|
Total Preferred Stock (Cost $1,418,225) |
|
1,855,665 |
|
|
|
|
|
|
|
|
|
|
RIGHTS: 0.0% |
|
|
|
|
|||
|
|
|
Austria: 0.0% |
|
|
|
|
|
2,049 |
|
Erste Bank der Oesterreichischen Sparkassen AG |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong: 0.0% |
|
|
|
|
|
34 |
|
Hutchison Whampoa International Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Rights (Cost $) |
|
|
|
|
|
|
|
Total Long-Term Investments (Cost $344,398,352) |
|
367,205,632 |
|
See Accompanying Notes to Financial Statements
23
ING GLOBAL ADVANTAGE AND |
|
PORTFOLIO OF INVESTMENTS |
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 (CONTINUED) |
Principal |
|
|
|
Value |
|
|||
SHORT-TERM INVESTMENT: 0.2% |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement: 0.2% |
|
|
|
|
|
|
$ 840,000 |
|
Morgan Stanley Repurchase |
|
|
|
|
|
|
|
|
Agreement dated 02/28/06, 4.550%, |
|
|
|
|
|
|
|
|
due 03/01/06, $840,106 to be |
|
|
|
|
|
|
|
|
received upon repurchase |
|
|
|
|
|
|
|
|
(Collateralized by $880,000 |
|
|
|
|
|
|
|
|
Federal Home Loan Bank, |
|
|
|
|
|
|
|
|
5.250%, Market value plus |
|
|
|
|
|
|
|
|
accrued interest $864,050, |
|
|
|
|
|
|
|
|
due 07/28/15). |
|
|
|
$ |
840,000 |
|
|
|
Total Short-Term Investments |
|
|
|
|
840,000 |
|
|
|
Total Investments In |
|
100.7 |
% |
$ |
368,045,632 |
|
|
|
Other Assets and |
|
(0.7 |
) |
(2,672,129 |
) |
|
|
|
Net Assets |
|
100.0 |
% |
$ |
365,373,503 |
|
|
|
Certain foreign securities have been fair valued in accordance with procedures approved by the Board of Directors/Trustees (Note: 2A). |
|||
@ |
|
Non-income producing security |
|||
# |
|
Securities with purchases pursuant to Rule 144A, under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. These securities have been determined to be liquid under the guidelines established by the Funds Board of Trustees. |
|||
* |
|
Cost for federal income tax purposes is $345,496,491. |
|||
|
|
Net unrealized appreciation consists of: |
|||
|
|
|
Gross Unrealized Appreciation |
$27,287,949 |
|
|
|
|
Gross Unrealized Depreciation |
(4,738,808 |
) |
|
|
|
Net Unrealized Appreciation |
$22,549,141 |
|
Industry |
|
Percentage of |
|
Aerospace/Defense |
|
2.6 |
% |
Agriculture |
|
1.8 |
|
Airlines |
|
0.6 |
|
Apparel |
|
0.7 |
|
Auto Manufacturers |
|
1.6 |
|
Auto Parts and Equipment |
|
0.3 |
|
Banks |
|
10.7 |
|
Beverages |
|
2.7 |
|
Biotechnology |
|
0.4 |
|
Building Materials |
|
1.0 |
|
Chemicals |
|
1.6 |
|
Commercial Services |
|
0.9 |
|
Computers |
|
3.2 |
|
Cosmetics/Personal Care |
|
1.7 |
|
Distribution/Wholesale |
|
0.8 |
|
Diversified Financial Services |
|
5.7 |
|
Electric |
|
2.6 |
|
Electrical Components and Equipment |
|
0.9 |
|
Electronics |
|
0.7 |
|
Engineering and Construction |
|
0.8 |
|
Entertainment |
|
0.2 |
|
Equity Funds |
|
0.6 |
|
Food |
|
2.1 |
|
Food Service |
|
0.1 |
|
Forest Products and Paper |
|
0.4 |
|
Gas |
|
1.2 |
|
Hand/Machine Tools |
|
0.6 |
% |
Healthcare - Products |
|
1.3 |
|
Healthcare-Services |
|
2.3 |
|
Holding Companies-Diversified |
|
0.4 |
|
Home Builders |
|
0.1 |
|
Home Furnishings |
|
0.1 |
|
Household Products/Wares |
|
0.1 |
|
Insurance |
|
4.8 |
|
Internet |
|
0.3 |
|
Iron/Steel |
|
1.8 |
|
Leisure Time |
|
0.6 |
|
Lodging |
|
0.1 |
|
Machinery - Construction and Mining |
|
0.1 |
|
Machinery-Diversified |
|
0.5 |
|
Media |
|
2.0 |
|
Metal Fabricate/Hardware |
|
0.0 |
|
Mining |
|
0.5 |
|
Miscellaneous Manufacturing |
|
2.2 |
|
Office/Business Equipment |
|
0.1 |
|
Oil and Gas |
|
9.0 |
|
Oil and Gas Services |
|
0.3 |
|
Packaging and Containers |
|
0.6 |
|
Pharmaceuticals |
|
5.3 |
|
Real Estate |
|
1.1 |
|
Real Estate Investment Trusts |
|
0.0 |
|
Retail |
|
6.4 |
|
Semiconductors |
|
2.4 |
|
Software |
|
2.8 |
|
Telecommunications |
|
6.5 |
|
Textiles |
|
0.1 |
|
Toys/Games/Hobbies |
|
0.3 |
|
Transportation |
|
1.8 |
|
Venture Capital |
|
0.1 |
|
Water |
|
0.0 |
|
Repurchase Agreement |
|
0.2 |
|
Other Assets and Liabilities |
|
(0.7 |
) |
Net Assets |
|
100.0 |
% |
See Accompanying Notes to Financial Statements
24
ING GLOBAL ADVANTAGE AND |
|
PORTFOLIO OF INVESTMENTS |
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 (CONTINUED) |
No.
of |
|
|
|
Expiration |
|
Strike |
|
Premiums |
|
Value |
|
||||
WRITTEN OPTIONS |
|
|
|
|
|
|
|
|
|
||||||
Call Options Written |
|
|
|
|
|
|
|
|
|
||||||
6,780 |
|
Dow Jones EURO STOXX Price Index |
|
3/9/2006 |
|
3687.00 |
EUR |
|
$ |
607,339 |
|
$ |
818,612 |
|
|
2,117,650 |
|
Tokyo Stock Price Index |
|
3/9/2006 |
|
1700.00 |
JPY |
|
817,591 |
|
183,377 |
|
|||
4,614 |
|
FTSE 100 Index |
|
3/9/2006 |
|
5721.00 |
GBP |
|
713,755 |
|
600,901 |
|
|||
|
113,500 |
|
S&P 500® Composite Stock Price Index |
|
3/9/2006 |
|
1271.00 |
USD |
|
2,221,297 |
|
1,659,370 |
|
||
|
2,242,544 |
|
Total Premiums Received and Total Liability |
|
|
|
|
|
$ |
4,359,982 |
|
$ |
3,262,260 |
|
At February 28, 2006 the following forward foreign currency contracts were outstanding:
Currency |
|
Buy/Sell |
|
Settlement |
|
In |
|
Value |
|
Unrealized |
|
||||
Australian Dollars |
|
|
|
|
|
USD |
|
|
|
|
|
||||
AUD 11,922,000 |
|
Sell |
|
05/31/06 |
|
$ |
8,794,859 |
|
$ |
8,839,805 |
|
|
$ |
(44,946 |
) |
Swiss Francs |
|
Sell |
|
05/31/06 |
|
11,437,452 |
|
11,470,658 |
|
(33,206 |
) |
||||
EURO |
|
Sell |
|
05/31/06 |
|
58,770,774 |
|
59,023,926 |
|
(253,152 |
) |
||||
Great British Pound Sterling |
|
Sell |
|
05/31/06 |
|
38,423,127 |
|
38,544,519 |
|
(121,392 |
) |
||||
Japanese Yen |
|
Sell |
|
05/31/06 |
|
39,173,303 |
|
39,553,212 |
|
(379,909 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
$ |
156,599,515 |
|
$ |
157,432,120 |
|
|
$ |
(832,605 |
) |
See Accompanying Notes to Financial Statements
25
ING GLOBAL ADVANTAGE AND |
|
PORTFOLIO OF INVESTMENTS |
PREMIUM OPPORTUNITY FUND |
|
AS OF FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED) |
Supplemental Option Information
Supplemental Call Option Statistics as of February 28, 2006 |
|
|
% of Total Net Assets against which calls written |
|
69% |
Average Days to Expiration |
|
9 days |
Average Call Moneyness* at time written |
|
ATM |
Weighted Average Call Moneyness |
|
1.0% ITM |
Premium received for calls |
|
$4,359,982 million |
Value of calls |
|
$3,262,260 million |
* 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.
See Accompanying Notes to Financial Statements
26
Dividends paid during the year ended February 28, 2006 were as follows:
Fund Name |
|
Type |
|
Per Share Amount |
|
|
ING Global Advantage and Premium Opportunity Fund |
|
NII |
|
$ |
0.155 |
|
NII Net investment income
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.
27
The business and affairs of the Trust are managed under the direction of the Trusts Board of Trustees. 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 Registrant and is available, without charge, upon request at 1-800-992-0180.
Name, Address |
|
Position(s) |
|
Term of |
|
Principal |
|
Number of |
|
Other |
Independent Trustees: |
|
|
|
|
|
|
|
|
|
|
John V. Boyer |
|
Trustee |
|
July 2005 - Present |
|
President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - Present). Formerly, Executive Director, The Mark Twain House Museum(2) (September 1989 - November 2005). |
|
174 |
|
None |
|
|
|
|
|
|
|
|
|
|
|
Patricia W.
Chadwick |
|
Trustee |
|
January 2006 - Present |
|
Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present). |
|
174 |
|
None |
|
|
|
|
|
|
|
|
|
|
|
J. Michael Earley |
|
Trustee |
|
July 2005 - Present |
|
President and Chief Executive Officer, Bankers Trust Company, N.A. (June 1992 - Present). |
|
174 |
|
None |
|
|
|
|
|
|
|
|
|
|
|
R. Barbara
Gitenstein |
|
Trustee |
|
July 2005 - Present |
|
President, College of New Jersey (January 1999 - Present). |
|
174 |
|
None |
|
|
|
|
|
|
|
|
|
|
|
Patrick W. Kenny |
|
Trustee |
|
July 2005 - Present |
|
President and Chief Executive Officer International Society (June 2001 - Present). Formerly, Executive Vice President, Frontier Insurance Group, Inc. (September 1998 - March 2001). |
|
174 |
|
Assured Guaranty Ltd. (November 2003 - Present). |
|
|
|
|
|
|
|
|
|
|
|
Walter H. May |
|
Trustee |
|
July 2005 - Present |
|
Retired. |
|
174 |
|
BestPrep (September 1991 - Present). |
|
|
|
|
|
|
|
|
|
|
|
Jock Patton |
|
Trustee |
|
July 2005 - Present |
|
Private Investor (June 1997 - Present). Formerly Director and Chief Executive Officer, Rainbow Multimedia Group, Inc. (January 1999 - December 2001). |
|
174 |
|
JDA Software Group, Inc. (January 1999 - Present); and Swift Transportation Co. (March 2004 - Present). |
|
|
|
|
|
|
|
|
|
|
|
Sheryl K.
Pressler |
|
Trustee |
|
January 2006 - Present |
|
Consultant (May 2001 - Present). Formerly, Chief Executive Officer, Lend Lease Real Estate Investments, Inc. (March 2000 - April 2001). |
|
174 |
|
Stillwater Mining Company (May 2002 - Present); California Healthcare Foundation (June 1999 - Present); and Romanian-American Enterprise Fund (February 2004 - Present). |
|
|
|
|
|
|
|
|
|
|
|
David W.C. Putnam |
|
Trustee |
|
July 2005 - Present |
|
President and Director, F.L. Putnam Securities Company, Inc. (June 1978 - Present). |
|
174 |
|
Progressive Capital Accumulation Trust (August 1998 - Present); Principled Equity Market Fund (November 1996 - Present); Mercy Endowment Foundation (September 1995 - Present); Asian American Bank and Trust Company (June 1992 - Present); and Notre Dame Health Care Center (July 1991 - Present). |
28
TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)
Name, Address |
|
Position(s) |
|
Term of |
|
Principal |
|
Number of |
|
Other |
Roger B. Vincent |
|
Trustee |
|
July 2005 - Present |
|
President, Springwell Corporation (March 1989 - Present). |
|
174 |
|
AmeriGas Propane, Inc. (January 1998 - Present); UGI Corporation (February 2006 - Present). |
|
|
|
|
|
|
|
|
|
|
|
Richard A.
Wedemeyer |
|
Trustee |
|
July 2005 - Present |
|
Retired. Formerly Vice President - Finance and Administration, The Channel Corporation (June 1996 - April 2002). Trustee First Choice Funds (February 1997 - April 2001). |
|
174 |
|
Touchstone Consulting Group (June 1997 - Present); and Jim Henson Legacy (April 1994 - Present). |
|
|
|
|
|
|
|
|
|
|
|
Trustees who are Interested Persons: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J.
McInerney(3) |
|
Trustee |
|
July 2005 - Present |
|
Chief Executive Officer, ING U.S. Financial Services (September 2001 - Present). Formerly, General Manager, ING U.S. Financial Services (December 2003 - December 2004); General Manager and Chief Executive Officer, ING Worksite Financial Services (December 2000 - September 2001). |
|
214 |
|
Equitable Life Insurance Co., Golden American Life Insurance Co., Life Insurance Company of Georgia, Midwestern United Life Insurance Co., ReliaStar Life Insurance Co., Security Life of Denver, Security Connecticut Life Insurance Co., Southland Life Insurance Co., USG Annuity and Life Company, United Life and Annuity Insurance Co. Inc.; Ameribest Life Insurance Co.; First Columbine Life Insurance Co.; and Metro Atlanta Chamber of Commerce (January 2003 - Present). |
|
|
|
|
|
|
|
|
|
|
|
John G. Turner(4) |
|
Trustee |
|
July 2005 - Present |
|
Retired. Formerly, Vice Chairman of ING Americas (September 2000 - January 2002); Chairman and Chief Executive Officer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company (July 1993 - September 2000); Director of ReliaStar Life Insurance Company of New York (April 1975 - December 2001); Director of Northern Life Insurance Company (March 1985 - April 2000); Chairman and Trustee of the Northstar affiliated investment companies (May 1993 - December 2001). |
|
174 |
|
Hormel Foods Corporation (March 2000 - Present); ShopKo Stores, Inc. (August 1999 - Present); and Conseco, Inc. (September 2003 - Present). |
(1) Trustees serve until their successors are duly elected and qualified, subject to the Boards retirement policy.
(2) Shaun Mathews, President, ING USFS Mutual Funds and Investment Products, has held a seat on the board of directors of The Mark Twain House Museum since September 19, 2002. ING Groep N.V. makes non-material, charitable contributions to The Mark Twain House Museum.
(3) Mr. McInerney is an interested person, as defined under the 1940 Act, because of his affiliation with ING Groep N.V., the parent corporation of the Investment Manager, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.
(4) Mr. Turner is an interested person, as defined under the 1940 Act, because of his affiliation with ING Groep N.V., the parent corporation of the Investment Manager, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.
29
TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)
Name, Address |
|
Position(s) |
|
Term of Office and |
|
Principal Occupation(s) during
the |
Officers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
James M. Hennessy |
|
President and Chief Executive Officer |
|
July 2005 - Present |
|
President, Chief Executive Officer and Chief Operating Officer, ING Investments, LLC (December 2000 - Present). |
|
|
|
|
|
|
|
Michael J. Roland |
|
Executive Vice President |
|
July 2005 - Present |
|
Executive Vice President (December 2001 - Present). Formerly, Chief Compliance Officer, ING Investments, LLC ING Life Insurance and annuity company and Directed Services Inc. (October 2004 - December 2005); Chief Financial Officer and Treasurer, ING Investments, LLC (December 2001 - March 2005); and Senior Vice President, ING Investments, LLC (June 1998 - December 2001). |
|
|
|
|
|
|
|
Stanley D. Vyner |
|
Executive Vice President |
|
July 2005 - Present |
|
Executive Vice President, ING Investments, LLC (July 2000 - Present) and Chief Investment Risk Officer (January 2003 - Present). Formerly, Chief Investment Officer of the International Portfolios, ING Investments, LLC (August 2000 - January 2003). |
|
|
|
|
|
|
|
Joseph M. ODonnell |
|
Chief Compliance Officer |
|
July 2005 - Present |
|
Chief Compliance Officer of the ING Funds (November 2004 - Present) and ING Investments, LLC and Directed Services, Inc. (January 2006 - Present). Formerly, Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 - October 2004); and Chief Operating Officer and General Counsel of Matthews International Capital Management LLC and Vice President and Secretary of Matthews International Funds (August 1999 - May 2001). |
|
|
|
|
|
|
|
Todd Modic |
|
Senior Vice President, Chief Financial Officer and Assistant Secretary |
|
July 2005 - Present |
|
Senior Vice President, ING Funds Services, LLC (April 2005 - Present). Formerly, Vice President, ING Funds Services, LLC (September 2002 - March 2005); and Director, Financial Reporting, ING Investments, LLC (March 2001 - September 2002). |
|
|
|
|
|
|
|
Robert S. Naka |
|
Senior Vice President |
|
July 2005 - Present |
|
Senior Vice President (August 1999 - Present) and Assistant Secretary (October 2001 - Present), ING Funds Services, LLC. |
|
|
|
|
|
|
|
Kimberly A. Anderson |
|
Senior Vice President |
|
July 2005 - Present |
|
Senior Vice President and Assistant Secretary, ING Investments, LLC (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC (January 2001 - October 2003). |
|
|
|
|
|
|
|
Robyn L. Ichilov |
|
Vice President Treasurer |
|
July 2005 - Present July 2005 - Present |
|
Vice President and Treasurer, ING Funds Services, LLC (October 2001 - Present) and ING Investments, LLC (August 1997 - Present). |
|
|
|
|
|
|
|
Lauren D. Bensinger |
|
Vice President |
|
July 2005 - Present |
|
Vice President and Chief Compliance Officer, ING Funds Distributor, LLC (August 1995 - Present); Vice President, ING Investments, LLC (February 1996 - Present) and Director of Compliance, ING Investments,LLC (October 2004 - present). Formerly, Chief Compliance Officer, ING Investments, LLC (October 2001 - October 2004). |
30
TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)
Name, Address |
|
Position(s) |
|
Term of Office and |
|
Principal Occupation(s) during
the |
Maria M. Anderson |
|
Vice President |
|
July 2005 - Present |
|
Vice President, ING Funds Services, LLC (September 2004 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC (October 2001 - September 2004); and Manager Fund Accounting and Fund Compliance, ING Investments, LLC (September 1999 - October 2001). |
|
|
|
|
|
|
|
Mary A. Gaston |
|
Vice President |
|
July 2005 - Present |
|
Vice President, ING Fund Services, LLC (April 2005 - Present). Formerly, Assistant Vice President, Financial Reporting, ING Investments, LLC (April 2004 - April 2005); Manager, Financial Reporting, ING Investments, LLC (August 2002 - April 2004); and Controller Z Seven Fund, Inc. and Ziskin Asset Management, Inc. (January 2000 - March 2002). |
|
|
|
|
|
|
|
Susan P. Kinens |
|
Assistant Vice President |
|
July 2005 - Present |
|
Assistant Vice President, ING Funds Services, LLC (December 2002 - Present); and has held various other positions with ING Funds Services, LLC for more than the last five years. |
|
|
|
|
|
|
|
Kimberly K. Palmer |
|
Assistant Vice President |
|
July 2005 - Present |
|
Assistant Vice President, ING Funds Services, LLC (August 2004 - Present). Formerly, Manager, Registration Statements, ING Funds Services, LLC (May 2003 - August 2004); Associate Partner, AMVESCAP PLC (October 2000 - May 2003); and Director of Federal Filings and Blue Sky Filings, INVESCO Funds Group, Inc. (March 1994 - May 2003). |
|
|
|
|
|
|
|
Huey P. Falgout, Jr. |
|
Secretary |
|
July 2005 - Present |
|
Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (November 2002 - September 2003); and Associate General Counsel of AIG American General (January 1999 - November 2002). |
|
|
|
|
|
|
|
Theresa K. Kelety |
|
Assistant Secretary |
|
July 2005 - Present |
|
Counsel, ING Americas, U.S. Legal Services (April 2003 - Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 - April 2003). |
|
|
|
|
|
|
|
Robin R. Nesbitt |
|
Assistant Secretary |
|
July 2005 - Present |
|
Supervisor, Board Operations, ING Funds Services, LLC (August 2003 - Present). Formerly, Senior Legal Analyst, ING Funds Services, LLC (August 2002 - August 2003); Associate, PricewaterhouseCoopers (January 2001 - August 2001); and Paralegal, McManis, Faulkner & Morgan (May 2000 - December 2000). |
(1) The officers hold office until the next annual meeting of the Trustees and until their successors have been elected and qualified.
31
ING Investments, LLC (ING Investments) serves as the investment adviser to ING Global Advantage and Premium Opportunity Fund (the Fund) pursuant to an investment management agreement between ING Investments and the Fund (the Investment Management Agreement). ING Investments entered into a sub-advisory agreement (Sub-Advisory Agreement) with ING Investment Management Co. (ING IM) under which ING Investments has delegated certain day-to-day investment management responsibilities for the Fund to ING IM.
At a meeting held on September 15, 2005, the Board of Trustees of the Fund (the Board), including a majority of the Trustees who have no direct or indirect interest in the Investment Management Agreement or the Sub-Advisory Agreement, and who are not interested persons of the Fund, as such term is defined under the Investment Company Act of 1940 (the Independent Trustees), approved these Agreements for an initial term that will end on November 30, 2006. Each of these Agreements will continue in effect after this initial term if renewed each year in accordance with the provisions of the Investment Company Act of 1940.
In determining whether to approve Investment Management Agreement and Sub-Advisory Agreement for their initial terms, the Board received and evaluated such information as it deemed necessary for an informed determination of whether each Agreement, and the proposed policies and procedures for the Fund, should be approved for the Fund. The materials provided to the Board prior to the September 15, 2005 Board meeting in support of the Fund and the Investment Management and Sub-Advisory Agreements included the following: (1) a memorandum presenting managements rationale for requesting the launch of the Fund; (2) information about the Funds investment portfolio, objectives and strategies; (3) responses from ING Investments to questions posed by Kirkpatrick & Lockhart Nicholson Graham LLP (K&LNG), independent legal counsel, on behalf of the Independent Trustees; (4) supporting documentation, including copies of the forms of Investment Management and Sub-Advisory Agreements for the Fund; and (5) other information relevant to the Boards evaluation. In addition, the Board considered the information provided periodically throughout the year in presentations to the Board by ING Investments and ING IM in the context of Fund oversight and investment management. In addition, at the September 15, 2005 Board meeting, the Board met with and considered a presentation given by the proposed managers to the Fund.
In determining whether to approve the Investment Management and Sub-Advisory Agreements for the Fund, the Board considered a number of factors that its members believed, in light of the legal advice furnished to them by K&LNG, independent legal counsel, and their own business judgment, to be relevant. The Board, including a majority of the Independent Trustees, did not identify any single factor as all-important or controlling, and each member of the Board may have given different weight to different factors.
The Boards consideration of whether to approve the Investment Management Agreement took into account factors that included the following: (1) the nature and quality of the services to be provided by ING Investments to the Fund under the proposed Investment Management Agreement; (2) ING Investments experience as a manager-of-managers overseeing sub-advisers to other funds within the ING Funds complex; (3) ING Investments strength and reputation within the industry; (4) the fairness of the compensation under the Investment Management Agreement in light of the services to be provided to the Fund and taking into account the sub-advisory fees payable by ING Investments to ING IM; (5) the pricing structure (including the projected expenses to be borne by shareholders and taking into account the expense limitation agreement between the Fund and ING Investments) of the Fund, as compared to other similarly-managed funds in a comparable selected peer group, including managements analysis that (a) the proposed advisory fee for the Fund is below the median and the average advisory fees of the funds in the Funds selected peer group, and (b) the projected expense ratio for the Fund is below the median and average expenses borne by the funds in the Funds selected peer group; (6) the projected profitability to ING Investments when sub-advisory fees payable by ING Investments to ING IM are taken into account; (7) the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of ING Investments, including its management teams expertise in the management of other funds, including closed-end funds; (8) ING Investments compliance capabilities, as demonstrated by, among other things, its policies and procedures adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940, which had previously been approved by the Board in connection with their oversight of other funds in the ING Funds
32
ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)
complex; (9) the information that had been provided by ING Investments at regular Board meetings, and in anticipation of the meeting at which the Investment Management Agreement was considered, with respect to its capabilities as a manager-of-managers; (10) fall-out benefits to ING Investments and its affiliates and benefits to the shareholders from the Funds relationship with ING; and (11) ING Investments ability to negotiate an offering underwritten by a syndicate of well-known, successful financial service providers led by Merrill Lynch.
The Board determined, among other things, that: (1) the management fee rate payable to ING Investments by the Fund is below the fee rates of its selected peer group and is reasonable, taking into account the sub-advisory fees payable to ING IM; (2) the projected expense ratio of the Fund is reasonable with its selected peer group; (3) based upon the Boards experience with ING Investments in managing other funds in the ING Funds complex, ING Investments is capable of overseeing the Funds investment program; (4) ING Investments has sufficient financial resources available to it to fulfill its commitments to the Fund under the proposed Investment Management Agreement; and (5) ING Investments maintains an appropriate compliance program, with this conclusion based upon the Boards previous and ongoing review of the compliance program.
In reviewing the Sub-Advisory Agreement with ING IM, the Board considered a number of factors, including, but not limited to, the following: (1) ING Investments view of the reputation of ING IM as a manager to other funds in the ING Funds complex, including a recently-launched, successful closed-end fund; (2) ING IMs strength and reputation in the industry; (3) ING IMs experience and skill in managing other closed-end fund offerings; (4) the information that had been provided by ING IM in anticipation of the September 15, 2005 meeting at which the Sub-Advisory Agreement was considered, with respect to its sub-advisory services in general and its management of closed-end funds in particular; (5) the nature and quality of the services to be provided by ING IM under the proposed Sub-Advisory Agreement; (6) the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of ING IM, including its management teams expertise in the management of closed-end funds specializing in the types of equities and options investment in which the Fund would engage; (7) the fairness of the compensation under the Sub-Advisory Agreement in light of the services to be provided by and the projected profitability of ING IM, as the Funds sub-adviser; (8) the costs for the services to be provided by ING IM; (9) ING IMs operations and compliance program, including its policies and procedures adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940, which had previously been approved by the Board as part of its oversight of other funds in the ING Funds complex; (10) ING IMs financial condition; (11) the appropriateness of the selection of ING IM in light of the Funds investment objectives and prospective investor base; (12) ING IMs Code of Ethics, which had previously been approved for other ING Funds, and related procedures for complying with that Code; and (13) ING IMs expertise in managing a closed-end fund investing in a unique mix of equities and derivatives securities.
During the course of its deliberations as to whether to approve ING IM as sub-adviser to the Fund, the Board reached the following conclusions: (1) ING IM is qualified to manage the Funds assets in accordance with its investment objectives and policies; (2) the investment strategy to be pursued by ING IM is appropriate for seeking the Funds investment objectives and is consistent with the interests of the investors that would choose to invest in the Fund; (3) ING IM has sufficient financial resources available to it to fulfill its commitments to the Fund under the proposed Sub-Advisory Agreement; (4) ING IM maintains an appropriate compliance program, with this conclusion based upon the Boards previous and ongoing review of ING IMs compliance program; and (5) the fees paid by ING Investments to ING IM are appropriate with respect to the services provided.
Based upon its review, the Board determined that the Investment Management Agreement and the Sub-Advisory Agreement are in the best interests of the Fund and its shareholders and that the fees payable under each Agreement are fair and reasonable.
33
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.
Dividend Reinvestment Plan
Unless the registered owner of Common Shares elects to receive cash by contacting The Bank of New York (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 Bank of New York. 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 income 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 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.
34
ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)
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.
STOCK DATA
The Funds common shares are traded on the New York Stock Exchange (Symbol: IGA).
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, 2006 was 15, which does not include beneficial owners of shares held in the name of brokers of other nominees.
PROXY VOTING INFORMATION
A description of the policies and procedures that the Registrant 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 Registrants website at www.ingfunds.com and (3) on the SECs website at www.sec.gov. Information regarding how the Registrant voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Registrants website at www.ingfunds.com and on the SECs website at www.sec.gov.
QUARTERLY PORTFOLIO HOLDINGS
The Registrant files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Registrants Forms N-Q are available on the SECs website at www.sec.gov. The Registrants Forms N-Q may be reviewed and copied at the Commissions Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and is available upon request from the Registrant by calling Shareholder Services toll-free at 800-992-0180.
CERTIFICATIONS
In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund submitted the Annual CEO Certification on October 27, 2005 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.
35
Investment Manager |
ING Investments, LLC |
7337 East Doubletree Ranch Road |
Scottsdale, Arizona 85258 |
|
Administrator |
ING Funds Services, LLC |
7337 East Doubletree Ranch Road |
Scottsdale, Arizona 85258 |
|
Distributor |
ING Funds Distributor, LLC |
7337 East Doubletree Ranch Road |
Scottsdale, Arizona 85258 |
1-800-334-3444 |
|
Transfer Agent |
The Bank of New York |
101 Barclay Street (11E) |
New York, New York 10286 |
|
Independent Registered Public Accounting Firm |
KPMG LLP |
99 High Street |
Boston, Massachusetts 02110 |
|
Custodian |
The Bank of New York |
100 Colonial Center Parkway, Suite 300 |
Lake Mary, Florida 32746 |
|
Legal Counsel |
Dechert LLP |
1775 I Street, N.W. |
Washington, D.C. 20006 |
|
PRAR-UIGA |
(0206-042706) |
36
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 David Putnam is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Putnam is independent for purposes of Item 3 of Form N-CSR.
(a) Audit Fees: The aggregate fees billed 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 the fiscal year was $38,000 for year ended February 28, 2006.
(b) Audit-Related Fees: None.
(c) Tax Fees: None.
(d) All Other Fees: None.
(e) (1) Audit Committee Pre-Approval Policies and Procedures
2
FORM OF
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.
Amended: November 9, 2005
4
Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2006
through December 31, 2006
Service
|
|
The Fund(s) |
|
Fee Range |
Statutory audits or financial audits (including tax services associated with audit services) |
|
ý |
|
As presented to Audit Committee(1) |
|
|
|
|
|
Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., consents), and assistance in responding to SEC comment letters. |
|
ý |
|
Not to exceed $9,300 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. |
|
ý |
|
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 |
|
ý |
|
Not to exceed $12,000 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.
5
Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1,
2006 through December 31, 2006
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) |
|
ý |
|
ý |
|
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.] |
|
ý |
|
|
|
Not to exceed $5,000 per occurrence during the Pre-Approval Period |
|
|
|
|
|
|
|
Review of the Funds semi-annual financial statements |
|
ý |
|
|
|
Not to exceed $2,100 per set of financial statements per fund |
|
|
|
|
|
|
|
Reports to regulatory or government agencies related to the annual engagement |
|
ý |
|
|
|
Up to $5,000 per occurrence during the Pre-Approval Period |
|
|
|
|
|
|
|
Regulatory compliance assistance |
|
ý |
|
ý |
|
Not to exceed $5,000 per quarter |
|
|
|
|
|
|
|
Training courses |
|
ý |
|
ý |
|
Not to exceed $2,000 per course |
|
|
|
|
|
|
|
For Prime Rate Trust, agreed upon procedures for quarterly reports to rating agencies |
|
ý |
|
|
|
Not to exceed $9,000 per quarter |
|
|
|
|
|
|
|
For Prime Rate Trust and Senior Income Fund, agreed upon procedures for the Revolving Credit and Security Agreement with Citigroup |
|
ý |
|
|
|
Not to exceed $20,000 per fund per year |
6
Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2006
through December 31, 2006
Service
|
|
The Fund(s) |
|
Fund |
|
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 |
|
ý |
|
|
|
As presented to Audit Committee(2) |
|
|
|
|
|
|
|
Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis |
|
ý |
|
|
|
As presented to Audit Committee(2) |
|
|
|
|
|
|
|
Assistance and advice regarding year-end reporting for 1099s |
|
ý |
|
|
|
As presented to Audit Committee(2) |
|
|
|
|
|
|
|
Tax assistance and advice regarding statutory, regulatory or administrative developments |
|
ý |
|
ý |
|
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.
7
Appendix C, continued
Service
|
|
The Fund(s) |
|
Fund |
|
Fee Range |
Tax training courses |
|
ý |
|
ý |
|
Not to exceed $2,000 per course during the Pre-Approval Period |
|
|
|
|
|
|
|
Tax services associated with Fund mergers |
|
ý |
|
ý |
|
Not to exceed $4,000 per fund per merger during the Pre-Approval Period |
|
|
|
|
|
|
|
Loan Staff Services |
|
|
|
ý |
|
Not to exceed $15,000 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. |
|
ý |
|
|
|
Not to exceed $120,000 during the Pre-Approval Period |
8
Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2006
through December 31, 2006
Service
|
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Agreed-upon procedures for Class B share 12b-1 programs |
|
|
|
ý |
|
Not to exceed $50,000 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) |
|
ý |
|
|
|
Not to exceed $5,000 per Fund during the Pre-Approval Period |
|
|
|
|
|
|
|
Agreed upon procedures for 15 (c) FACT Books |
|
ý |
|
|
|
Not to exceed $35,000 during the Pre-Approval Period |
9
Appendix E
Prohibited Non-Audit Services
Dated: January 1, 2006
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
10
Exhibit A
ING EQUITY TRUST
ING FUNDS TRUST
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INVESTMENT FUNDS, INC.
ING INVESTORS TRUST
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PARTNERS, INC.
ING PRIME RATE TRUST
ING SENIOR INCOME FUND
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
ING VP EMERGING MARKETS FUND, INC.
ING VP NATURAL RESOURCES TRUST
(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 was $103,850 for year ended February 28, 2006.
(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.
3
Item 5. Audit Committee of Listed Registrants.
a. The registrant has a separately-designated standing audit committee. The members are J. Michael Earley, Patrick W. Kenny, David W.C. Putnam, Roger B. Vincent and Sheryl K. Pressler.
b. Not applicable.
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.
PROXY VOTING PROCEDURES AND GUIDELINES
Effective Date: July 10, 2003
Revision Date: March 16, 2006
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 (each a Fund and collectively, the Funds). The purpose of these Procedures and Guidelines is to set forth the process by which each Fund will vote proxies related to the equity assets in its investment portfolio (the portfolio securities). The Procedures and Guidelines have been approved by the Funds Boards of Trustees/Directors(1) (each a Board and collectively, the Boards), including a majority of the independent Trustees/Directors(2) 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. VALUATION, PROXY AND BROKERAGE COMMITTEE
The Boards hereby delegate to the Valuation, Proxy and Brokerage 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 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
(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 Valuation, Proxy and Brokerage Committee at issue. No provision in these Procedures is intended to impose any duty upon the particular Board or Valuation, Proxy and Brokerage 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.
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
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 Valuation, Proxy and Brokerage Committee.
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.
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 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 Valuation, Proxy and Brokerage 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 Valuation, Proxy and Brokerage
2
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
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.
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).
3
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. 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 the following circumstances: (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 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 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 requiring case-by-case consideration and the Procedures and Guidelines are silent, or the Agents recommendation on a matter requiring case-by-case consideration is deemed to be conflicted as
4
provided for under the Adviser Procedures, the Proxy Coordinator will then request that all members of the Proxy Group, including any members 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 Valuation, Proxy and Brokerage 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.
4. Referrals to a Funds Valuation, Proxy and Brokerage Committee
A Funds Valuation, Proxy and Brokerage 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 requiring case-by-case consideration, in which case no action shall be taken on such matter (i.e., a Non-Vote).
5
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 that is not a feeder in a master/feeder structure 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. No proxy voting record will be posted on the ING Funds website for any Fund that is a feeder in a master/feeder structure; however, a cross-reference to that of the master funds proxy voting record as filed in the SECs EDGAR database will be posted on the ING Funds website. The proxy voting record for each Fund will also be available in the EDGAR database on the SECs website.
6
EXHIBIT 1
to the
ING Funds
Proxy Voting Procedures
ING EQUITY TRUST
ING FUNDS TRUST
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INVESTMENT FUNDS, INC.
ING INVESTORS TRUST
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PARTNERS, INC.
ING PRIME RATE TRUST
ING SENIOR INCOME FUND
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
ING VP EMERGING MARKETS FUND, INC.
ING VP NATURAL RESOURCES TRUST
EXHIBIT 2
to the
ING Funds
Proxy Voting Procedures
PROXY VOTING PROCEDURES
I. INTRODUCTION
ING Investments, LLC, Directed Services, Inc. and ING Life Insurance and Annuity Company (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 the 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, Directed Services, Inc. and ING Life Insurance and Annuity Company (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 Institutional Shareholder Services, 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 Valuation, Proxy and Brokerage Committee (Committee).
9
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. 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 instructions do not contravene any requirements of these Adviser Procedures or a Funds Procedures and Guidelines.
10
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 requiring case-by-case consideration 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 lending activity with respect to the relevant security be reviewed, such requests to be timely considered by the Proxy Group.
11
III. VOTING PROCEDURES
A. 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.
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.
C. 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.
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. No Conflicts Report (as such term is defined herein) is required in connection with Within-Guidelines Votes.
12
2. Non-Votes: Votes in Which No Action is Taken
The Proxy Group may recommend that a Fund refrain from voting under the following circumstances: (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 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.
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 requiring case-by-case consideration and the Procedures and Guidelines are silent, or the Agents recommendation on a matter requiring case-by-case consideration 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.
4. The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Funds Valuation, Proxy and Brokerage Committee, all applicable recommendations, analysis, research and Conflicts Reports.
13
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:
A. Assessment of the Agent
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.
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.
B. Conflicts of Interest
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 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
14
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, 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 shall be provided to the Proxy Coordinator within two (2) business days. 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 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.
15
Advisers Proxy Voting Procedures
Proxy Group for registered investment company clients of ING Investments, LLC, Directed Services, Inc. and ING Life Insurance and Annuity Company:
Name |
|
Title or Affiliation |
|
|
|
Stanley D. Vyner |
|
Chief Investment Risk Officer and Executive Vice President, ING Investments, LLC |
|
|
|
Todd Modic |
|
Senior Vice President, ING Funds Services, LLC and ING Investments, LLC; and Chief Financial Officer of the ING Funds |
|
|
|
Maria Anderson |
|
Vice President of Fund Compliance, ING Funds Services, LLC |
|
|
|
Karla J. Bos |
|
Proxy Coordinator for the ING Funds and Manager Special Projects, ING Funds Services, LLC |
|
|
|
Julius Drelick |
|
Head of Product Strategy, ING Funds Services, LLC |
|
|
|
Theresa K. Kelety, Esq. |
|
Counsel, ING Americas US Legal Services |
|
|
|
Steve Wastek, Esq. |
|
Counsel, ING Americas US Legal Services |
Effective as of May 27, 2005
16
EXHIBIT 3
to the
ING Funds
Proxy Voting Procedures
PROXY VOTING GUIDELINES OF THE ING FUNDS
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.
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, Institutional Shareholder Services, 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. 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 related to takeover bids/contested business combinations, 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.
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.
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.
18
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.
In any cases in which 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 would negatively impact majority board independence, consider such independent outside director nominees on a CASE-BY-CASE basis.
WITHHOLD votes 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 votes in connection with attendance issues for nominees who have served on the board for less than the two most recent years.
WITHHOLD votes from a nominee in connection with poison pill considerations (e.g., failure to remove restrictive features or ensure expiration or submission to shareholders for vote) only 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 votes 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 DO NOT WITHHOLD votes from a nominee in such cases if the company has already implemented a policy that should reasonably prevent abusive use of the pill.
If a nominee has not acted upon WITHHOLD votes representing a majority of the votes cast at the previous annual meeting, consider such nominee on a CASE-BY-CASE basis.
WITHHOLD votes from inside directors or affiliated outside directors who sit on the audit committee.
DO NOT WITHHOLD votes from 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. However, consider such nominees on a CASE-BY-CASE basis if the committee is majority insider-controlled.
DO NOT WITHHOLD votes from 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).
19
In cases in which the Agent has identified a pay for performance disconnect, generally DO NOT WITHHOLD support from nominees who sit on the compensation committee or from the pay package recipient. If the Agent has raised other considerations regarding compensation practices, consider on a CASE-BY-CASE basis nominees who sit on the compensation committee and served during the relevant time period, but DO NOT WITHHOLD votes for this reason from the pay package recipient if also sitting for election but not a compensation committee member.
Generally, vote FOR independent outside director nominees serving on the audit committee, but if total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, do vote AGAINST auditor ratification if concerns exist regarding such fees, e.g., that remuneration for the non-audit work is so lucrative as to taint the auditors independence or is excessive in connection with the level and type of services provided.
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, excluding any non-voting director (e.g., director emeritus or advisory director) in calculations with respect to majority board independence. 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 WITHHOLD or vote FOR nominees in a manner consistent with votes cast by the Fund(s) in the previous year.
Generally vote FOR nominees who sit on up to (and including) seven public company boards unless (1) other concerns requiring CASE-BY-CASE consideration have been raised, or (2) the nominee is also CEO of a public company, in which case the public company board threshold shall be four, above which the nominee shall be considered on a CASE-BY-CASE basis.
Proposals Regarding Board Composition or Board Service
Generally, 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 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.
Generally, vote AGAINST shareholder proposals asking that board compensation and/or nominating committees be composed exclusively of independent directors.
Generally, vote AGAINST shareholder proposals to limit the number of public company boards on which a director may serve.
20
Generally, vote AGAINST shareholder proposals that seek to redefine director independence or directors specific roles (e.g., responsibilities of the lead director).
Generally, vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.
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).
Generally, vote AGAINST shareholder proposals to limit the tenure of outside directors.
Generally, vote AGAINST shareholder proposals to impose a mandatory retirement age for outside directors unless the proposal seeks to relax existing standards, but generally DO NOT VOTE AGAINST management proposals seeking to establish a retirement age for directors.
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.
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.
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 related to takeover bids or other contested business combinations being considered on behalf of that Fund.
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.
21
Ratifying Auditors
Generally, except in cases of high non-audit fees, vote FOR management proposals to ratify auditors. If total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, consider on a CASE-BY-CASE basis, voting AGAINST management proposals to ratify auditors in cases in which concerns exist that remuneration for the non-audit work is so lucrative as to taint the auditors independence. If such 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, vote AGAINST shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).
Audit Firm Rotation:
Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
Generally, vote AGAINST proposals to classify the board.
Generally, vote FOR proposals to repeal classified boards and to elect all directors annually.
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.
Unless the company maintains a classified board of directors, generally, vote FOR management proposals to eliminate cumulative voting.
In cases in which the company maintains a classified board of directors, generally 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.
22
Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.
Generally, vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.
Shareholder Ability to Act by Written Consent
Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.
Generally, vote FOR proposals to allow or make easier shareholder action by written consent.
Review on a CASE-BY-CASE basis proposals that seek to fix the size of the board.
Review on a CASE-BY-CASE basis proposals that give management the ability to alter the size of the board without shareholder approval.
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 ratify a poison pill.
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.
Generally, vote FOR proposals to adopt antigreenmail charter or bylaw amendments or otherwise restrict a companys ability to make greenmail payments.
Review on a CASE-BY-CASE basis antigreenmail proposals when they are bundled with other charter or bylaw amendments.
Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.
23
Generally, vote AGAINST dual-class exchange offers.
Generally, vote AGAINST dual-class recapitalizations.
Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments, unless the proposal also asks the issuer to mount a solicitation campaign or similar form of comprehensive commitment to obtain passage of the proposal.
Supermajority Shareholder Vote Requirement to Approve Mergers
Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.
Unless recommended by the Agent or Investment Professional as a condition to a major transaction such as a merger, generally, vote AGAINST proposals seeking to remove shareholder approval requirements by (1) moving article provisions to portions of the charter not requiring shareholder approval or (2) in corporate structures such as holding companies, removing provisions 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, 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.
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:
24
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.
Consider on a CASE-BY-CASE basis shareholder proposals seeking open access to managements proxy material in order to nominate their own candidates to the board.
Majority Voting Standard
Generally, vote FOR management proposals and AGAINST shareholder proposals seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders. For issuers with a history of board malfeasance, consider such shareholder proposals on a CASE-BY-CASE basis.
Review on a CASE-BY-CASE basis bundled or conditioned proxy proposals.
Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.
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.
Analyze on a CASE-BY-CASE basis.
Review proposals to increase the number of shares of common stock authorized for issue 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 marginally 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
25
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.
Generally vote FOR 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.
Generally vote FOR 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 the class of stock that has superior voting rights in companies that have dual-class capitalization structures, but consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).
Generally, vote FOR shareholder proposals to eliminate dual class capital structures with unequal voting rights in cases in which the relevant Fund owns the class with inferior voting rights, but generally vote AGAINST such proposals in cases in which the relevant Fund owns the class with superior voting rights, and consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).
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.
Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.
Preferred Stock
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 effect a merger or acquisition proposal.
26
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.
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.
Generally, vote FOR management proposals to reduce the par value of common stock.
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.
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.
Generally, vote FOR management proposals to cancel repurchased shares.
Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.
Unless 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 quantitative approach to evaluating such plans, which includes determination of costs and comparison to an allowable cap.
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.
Consider plans CASE-BY-CASE if Agent suggests cost assessment may not be possible due to the issuers method of disclosing shares allocated to the plan(s).
Generally, vote FOR plans with costs within the cap if the considerations raised by the Agent pertain solely to equity compensation burn rate or pay for performance.
27
Generally, vote AGAINST plans administered by potential grant recipients.
Consider plans CASE-BY-CASE if the Agent raises other considerations not otherwise provided for herein.
Restricted Stock Plans
Consider proposals for restricted stock 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 disclosure is provided regarding neither vesting nor performance requirements.
Review on a CASE-BY-CASE basis management proposals seeking approval to reprice/replace options, considering rationale, historic trading patterns, value-for-value exchange, participation limits, vesting periods and replacement option terms. Generally, vote FOR proposals that meet the Agents criteria for acceptable repricing/replacement transactions, except that burn rate considerations raised by the Agent 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 transactions that do not meet the Agents criteria (except regarding burn rate as noted above), or (3) give the board sole discretion to approve option repricing/replacement 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.
Votes on employee stock purchase plans should be made on a CASE-BY-CASE basis.
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.
28
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.
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.
Shareholder Proposals Regarding Executive and Director Pay
Generally, vote AGAINST shareholder proposals that seek disclosure beyond regulatory requirements of the remuneration of individuals other than senior executives and directors. However, vote AGAINST shareholder proposals that seek such disclosure 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, including claw back recoupments.
Golden and Tin Parachutes
Generally, vote FOR shareholder proposals to have golden and tin parachutes submitted for shareholder ratification, provided that such parachutes specify change-in-control events and 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 that do not specify change-in-control events, Supplemental Executive Retirement Plans or deferred executive compensation plans for shareholder ratification, unless such ratification is required by the listing exchange.
Review on a CASE-BY-CASE basis all proposals to ratify or cancel golden or tin parachutes.
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.
Expensing of Stock Options
Generally, vote AGAINST shareholder proposals to expense stock options before such treatment is required by the Federal Accounting Standards Board.
29
Holding Periods
Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold company stock.
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, antigreenmail 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, 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.
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.
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 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.
30
Election of Directors
Vote the election of directors on a CASE-BY-CASE basis.
Converting Closed-end Fund to Open-end Fund
Vote conversion proposals on a CASE-BY-CASE basis.
Proxy Contests
Vote proxy contests on a CASE-BY-CASE basis.
Investment Advisory Agreements
Vote the investment advisory agreements on a CASE-BY-CASE basis.
Approving New Classes or Series of Shares
Generally, vote FOR the establishment of new classes or series of shares.
Preferred Stock Proposals
Vote the authorization for or increase in preferred shares on a CASE-BY-CASE basis.
1940 Act Policies
Vote these proposals on a CASE-BY-CASE basis.
Changing a Fundamental Restriction to a Nonfundamental Restriction
Vote these proposals on a CASE-BY-CASE basis.
Change Fundamental Investment Objective to Nonfundamental
Generally, vote AGAINST proposals to change a funds fundamental investment objective to nonfundamental.
Name Rule Proposals
Vote these proposals on a CASE-BY-CASE basis.
Disposition of Assets/Termination/Liquidation
Vote these proposals on a CASE-BY-CASE basis.
Changes to the Charter Document
Vote changes to the charter document on a CASE-BY-CASE basis.
Changing the Domicile of a Fund
Vote reincorporations on a CASE-BY-CASE basis.
Change in Funds Subclassification
Vote these proposals on a CASE-BY-CASE basis.
31
Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval
Generally, vote FOR these proposals.
Distribution Agreements
Vote these proposals on a CASE-BY-CASE basis.
Master-Feeder Structure
Generally, vote FOR the establishment of a master-feeder structure.
Mergers
Vote merger proposals on a CASE-BY-CASE basis.
Establish Director Ownership Requirement
Generally, vote AGAINST shareholder proposals for the establishment of a director ownership requirement.
Reimburse Shareholder for Expenses Incurred
Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.
Terminate the Investment Advisor
Vote to terminate the investment advisor on a CASE-BY-CASE basis.
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
32
engineering.
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.
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.
Generally, vote FOR the following and other similar routine management proposals:
the opening of the shareholder meeting
that the meeting has been convened under local regulatory requirements
the presence of quorum
the agenda for the shareholder meeting
the election of the chair of the meeting
the appointment of shareholders to co-sign the minutes of the meeting
regulatory filings (e.g., to effect approved share issuances)
the designation of inspector or shareholder representative(s) of minutes of meeting
the designation of two shareholders to approve and sign minutes of meeting
the allowance of questions
the publication of minutes
the closing of the shareholder meeting
Generally, vote FOR management proposals seeking the discharge of management and supervisory board members, unless there is concern about the past actions of the companys auditors or directors or legal action is being taken against the board by other shareholders.
33
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.
Agreement with the Agents independence standards shall not dictate that a Funds vote shall be cast according to the Agents corresponding recommendation. Further, 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.
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 directors who sit on the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate.
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.
DO NOT VOTE AGAINST non-independent directors who sit on the compensation or nominating committees, provided that such committees meet 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 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.
For issuers in Canada and 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 other global markets, generally follow Agents standards for withholding support from non-independent directors excluding the CEO if the board is non-majority independent.
34
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:
bundled slates of nominees in (Hong Kong or France);
simultaneous reappointment of retiring directors (South Africa);
in markets with term lengths capped by legislation, 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
nominees whose names are not disclosed in advance of the meeting (Hong Kong or South Africa).
Consider nominees for which the Agent has raised concerns regarding scandals or internal controls on a CASE-BY-CASE basis.
For markets such as the tax havens, Canada, Australia, South Africa and Malaysia (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.
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.
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.
Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor internal controls.
Nominating Committee
Generally, vote AGAINST proposals that permit non-board members to serve on the nominating committee.
35
With respect to Japanese companies, generally vote FOR such 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. If Agent raises scandal or internal control considerations, generally vote AGAINST bonus proposals only for nominees whom a Fund is also voting AGAINST for that reason.
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, generally voting AGAINST such plans.
Equity Compensation Plans
Unless otherwise provided for herein, votes with respect to compensation plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agents approach to evaluating such plans, which in the United Kingdom involves use of a compensation valuation model to evaluate the cost of stock-based compensation plans, and in other markets, the calculation of dilution under a companys share plans and analysis of plan features.
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), the issuance of shares in connection with such plans, or related management proposals that:
exceed Agents recommended dilution limits;
provide deep or near-term discounts to executives or directors, unless discounts to executives are adequately mitigated by long-term vesting requirements (e.g., Japan);
are administered by potential grant recipients;
permit financial assistance in the form of interest-free, non-recourse loans in connection with executives participation;
for restricted stock plans, provide no disclosure regarding vesting or performance criteria (provided that plans with disclosure in one or both areas, without regard to Agents criteria for such disclosure, shall be supported provided they otherwise satisfy these Guidelines);
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;
provide for terms or participation that is markedly out of line with market practice;
36
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 amount of compensation subject to retesting is de minimis as a percentage of overall compensation or relative to market practice, or (3) the issuer has committed to cease retesting within a reasonable period of time.
Generally, vote FOR such plans 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 solely to performance hurdles or the companys rationale in support of the plan or its participants.
Consider proposals in connection with such plans or the related issuance of shares in other instances on a CASE-BY-CASE basis.
Remuneration Reports
Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of concerns identified by the Agent) from remuneration reports that include compensation plans permitting (1) practices or features not supported under these Guidelines (2) financial assistance or retesting under the conditions described above, or (3) provisions for retirement benefits to outside directors, 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).
Except as described above, consider provisions Agent raises with concern regarding severance/termination payments, contract or notice periods, leaver status and vesting or performance criteria on a CASE-BY-CASE basis.
The Funds U.S. Guidelines with respect to such shareholder proposals shall apply.
Unless otherwise provided for herein, voting decisions shall generally be based on the Agents practice to vote FOR general issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital and those without preemptive rights to a maximum of 20 percent of currently issued capital.
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), or to grant rights to acquire shares, in cases in which concerns have been identified by the Agent with respect to inadequate disclosure, inadequate restrictions on discounts, or authority to refresh share issuance amounts without prior shareholder approval.
37
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 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.
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 issuances that do not meet the Agents standards, but generally DO NOT VOTE AGAINST director nominees or remuneration in connection with poison pill considerations raised by the Agent.
Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless there is concern about the companys financial accounts and reporting.
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.
Generally, vote AGAINST proposals to indemnify auditors.
38
Generally, vote FOR management proposals concerning allocation of income and the distribution of dividends, except with respect to securities held by dividend-oriented Funds, which should generally follow Agents recommendations AGAINST payouts deemed too low according to Agents methodology.
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.
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, comparing any such proposed debt issuance to industry and market standards.
Generally, vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.
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 charter or contains unfavorable terms.
Approval of Donations
Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided.
Generally, vote FOR proposals to capitalize the companys reserves for bonus issues of shares or to increase the par value of shares.
Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.
39
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; or
the company is required to do so by law (if applicable).
With respect to article amendments for Japanese companies:
Generally vote FOR management proposals to amend a companys articles to expand its business lines.
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.
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.
In connection with global proxies, vote in accordance with the Agents market-specific recommendations on management proposals for Other Business, generally AGAINST.
40
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:
Overall Strategy and Asset Allocation
Omar Aguilar, Ph.D. Mr. Aguilar has co-managed ING Disciplined LargeCap Fund since December 2005. He has been with ING IM since July 2004 and is Head of Quantitative Equity Research. Dr. Aguilar previously served as head of Lehman Brothers quantitative research for their alternative investment management business since 2002. Prior to that, Dr. Aguilar was director of quantitative research and a portfolio manager with Merrill Lynch Investment Management since 1999.
U.S. Equity Component
Mary Ann Fernandez. Ms. Fernandez is a senior portfolio specialist for ING IM. Ms. Fernandez will be jointly and primarily responsible with Mr. Whelan for the structure and strategy implementation of the Funds U.S. domestic common stock portfolio. She has over 20 years of investment management experience. Prior to her current role, Ms. Fernandez was chief operating officer for the institutional marketing and sales group and portfolio manager in the fixed income group. She joined ING in 1996 as vice president of product development, which included structuring CBOs. Previously she worked in several investment departments within Aetna. Ms. Fernandez received both a B.S. in microbiology and M.B.A. from the University of Massachusetts and holds the Chartered Financial Analyst designation.
Domestic Option Strategy
Paul Zemsky. Mr. Zemsky is currently Head of Derivative Strategies for ING IM. Mr. Zemsky, along with Ernie Tang, will be jointly and primarily responsible for the structure and implementation of the Funds U.S. domestic index option strategy. As Head of Derivative Strategies, Mr. Zemsky oversees derivative strategies for credit, interest rate, and equity products, and supports the organization on a number of key areas, including product development and risk management for both proprietary and third party businesses. This includes hedging and overlay strategies, as well as focusing on new business development opportunities. A key function within his scope of responsibility is developing macro hedging strategies for variable and equity index annuities sold through various ING businesses. Mr. Zemsky joined ING IM in 2005 after 18 years at J.P. Morgan Investment Management, where he held a number of key positions, including having responsibility for the market timing and sector allocation for the firms fixed income business and handling option trading in both the exchange-traded and over-the-counter markets. Most recently, Mr. Zemsky co-founded CaliberOne Private Funds Management, a macro hedge fund. Mr. Zemsky holds a dual degree in finance and electrical engineering from the Management
and Technology Program at the University of Pennsylvania.
Ernie Tang. Mr. Tang joined the Derivatives Team of ING IM in 2001. His current responsibilities include trade executions, research and consulting services to other groups that need derivative expertise. He manages a derivatives portfolio for hedging and replication purposes. The products in this portfolio include equity options and futures; interest rate swaps, swaptions, caps and floors; as well as credit default swaps. Prior to joining ING IM, Mr. Tang
1
helped manage the derivative portfolio for Lincoln National Corporation. Prior to that assignment, he worked as an Asset Liability Manager for Lincoln for two and a half years. He was responsible for modeling fixed income securities and derivatives. Before joining Lincoln, he worked for Prudential for six and a half years. He also worked for Blue Cross Blue Shield of Delaware for two and a half years. Mr. Tang has worked in various lines of insurance businessLife, Health and Annuity, and has performed different actuarial functions, including pricing, product development, underwriting and financial reporting. He has been a fellow of the Society of Actuaries since 1998. Mr. Tang holds a Master Degree in civil engineering from University of Delaware and he graduated summa cum laude from National Taiwan University with a Bachelor of Science degree.
International Equity Component
Carl Ghielen. Mr. Ghielen is Senior Portfolio Manager responsible for the EAFE product strategies. Mr. Ghielen will be jointly and primarily responsible with Martin Jansen for the structure and strategy implementation of the Funds international common stock portfolio. Mr. Ghielen has been associated with ING since 2000 and has over 14 years of investment experience. Mr. Ghielen started his career as an investment advisor at General Investment Management in Eindhoven, an independent boutique investment manager. Before joining ING he worked for MN Services (one of the largest pension funds in the Netherlands) where he was senior fund manager for European Equity. Mr. Ghielen studied business economics at the Catholic University of Tilburg. He holds a RBA degree (registered investment analyst), a Dutch equivalent to the Chartered Financial Analyst designation.
Martin Jansen. Mr. Jansen is Senior Portfolio Manager responsible for the EAFE product strategies. Mr. Jansen has 26 years of investment experience. Mr. Jansen joined ING in 1997 as senior manager to comanage U.S. equity portfolios and was named head of the U.S. equity team in 1999. Prior to joining ING, he was responsible for the U.S. equity and venture capital portfolios at a large corporate Dutch pension fund. Mr. Jansen received a Bachelor of Commerce and M.B.A. from the University of the Witwatersrand, South Africa.
International Option Strategy
Bas Peeters, Ph.D. Dr. Peeters joined ING in 1998. Currently, Dr. Peeters is Head of Structured Products. Dr. Peeters will be primarily responsible for the structure of the Funds international index option strategy. As Head of Structured Products based in The Hague, The Netherlands, Dr. Peeters 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. Dr. Peeters obtained a Masters degree in theoretical physics (cum laude) from the University of Utrecht in 1990, where he also studied mathematics. Dr. Peeters obtained his Ph.D. in theoretical physics at Stony Brook University, NY, USA in 1995.
Frank Van Etten. Mr. Van Etten is currently an Investment Manager of Structured Products and began his career at ING, joining the firm in 2002. Mr. Van Etten will be primarily responsible for implementation of the Funds international index option strategy. 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.
2
(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 March 22, 2005.
|
|
Registered Investment Companie |
|
Other Pooled Investment Vehicles |
|
Other Accts |
|
||||||
Portfolio Manager |
|
Number of Accounts |
|
Total Assets (in billions) |
|
Number of Accounts |
|
Total Assets (in billions) |
|
Number of Accounts |
|
Total Assets (in billions) |
|
Omar Aguilar |
|
68 |
|
8.01 |
|
15 |
|
3.12 |
|
25 |
|
5.32 |
|
Frank Van Etten |
|
0 |
|
0 |
|
26 |
|
3.16 |
|
1 |
|
.02 |
|
Mary Ann Fernandez |
|
44 |
|
7.87 |
|
1 |
|
1.40 |
|
0 |
|
0 |
|
Carl Ghielan |
|
0 |
|
0 |
|
10 |
|
.35 |
|
3 |
|
.25 |
|
Martin Jansen |
|
8 |
|
.20 |
|
1 |
|
.10 |
|
3 |
|
.24 |
|
Bas Peeters |
|
0 |
|
0.0 |
|
26 |
|
3.16 |
|
1 |
|
.02 |
|
Ernie Tang |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Paul Zemsky |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
(a) (2) (iv) Conflicts of Interest
IIMAs 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 which are offered to non-U.S. persons. 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 designed to address these types of conflicts.
(a) (3) Compensation
Compensation consists of (a) fixed base salary; (b) bonus which is based on IIMAs performance, consisting of one-year pre-tax performance of the accounts for which the portfolio managers are primarily and jointly responsible compared to account benchmarks and relevant peer groups (see below), and revenue growth of the accounts for which they are responsible for; and (c) long-term equity awards tied to the performance of the Sub-Advisers parent company, ING Groep.
Portfolio managers are eligible to participate in an annual incentive plan. The overall design of the IIMA 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 index and manager relative performance in all areas. Relevant indices include the MSCI World Index and the MSCI
3
Europe Index. Relevant peer groups include Morningstar global equity funds in the Netherlands and the rest of Europe. 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 both benchmarks and peer groups over a one year period. The overall IIMA scorecards are calculated based on an asset weighted aggregation of the individual team scorecards.
Investment professionals performance measures for bonus determinations are weighted by 25% of the weight attributable to the overall IIMA performance and 75% attributable to their specific team results. For the specific team results, one-third is based on qualitative evaluation, and two-thirds based on quantitative results (i.e. relative performance).
The Portfolio Managers participate in INGs Pension, Retirement and Option plans, which do not discriminate in favor of portfolio managers or a group of employees that includes portfolio managers and are available generally to all salaried employees.
(a) (4) Ownership of Securities The following table shows the dollar range of shares of the Fund owned by the portfolio manager as of June 30, 2005, including investments by his immediate family members and amounts invested through retirement and deferred compensation plans.
Portfolio Manager |
|
Dollar Range Shares Owned |
|
|
Omar Aguilar |
|
$ |
0 |
|
Frank Van Etten |
|
$ |
0 |
|
Mary Ann Fernandez |
|
$ |
0 |
|
Carl Ghielan |
|
$ |
0 |
|
Martin Jansen |
|
$ |
0 |
|
Bas Peeters |
|
$ |
0 |
|
Ernie Tang |
|
$ |
0 |
|
Paul Zemsky |
|
$ |
0 |
|
(b) Not applicable.
4
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
None
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)(1) 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.
5
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 Advantage and Premium Opportunity Fund
By |
/s/ James M. Hennessy |
|
James M. Hennessy |
|
President and Chief Executive Officer |
Date: May 8, 2006
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/ James M. Hennessy |
|
James M. Hennessy |
|
President and Chief Executive Officer |
Date: May 8, 2006
By |
/s/ Todd Modic |
|
Todd Modic |
|
Senior Vice President and Chief Financial Officer |
Date: May 8, 2006
5