7337 E. Doubletree Ranch Rd., Scottsdale, AZ | 85258 | |
(Address of principal executive offices) | (Zip code) |
Date of fiscal year end:
|
February 28 | |
Date of reporting period:
|
February 28, 2007 |
Funds |
Annual Report | |
February 28, 2007 |
ING Global Equity Dividend and Premium Opportunity Fund |
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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. |
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Report of Independent Registered Public
Accounting Firm
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Tax Information
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Shareholder Meeting Information
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Trustee and Officer Information
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Advisory Contract Approval Discussion
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Dear Shareholder,
ING Global Equity Dividend and Premium Opportunity Fund (the Fund) is a non-diversified, closed-end management investment company traded on the New York Stock Exchange under the symbol IGD. The primary objective of the Fund is to provide a high level of income, with a secondary objective of capital appreciation.
The Fund seeks to achieve its objectives by investing in a portfolio of global common stocks that have a history of attractive dividend yields. It also looks to earn additional income through a strategy of writing covered call options on a substantial portion of the portfolio of common stocks. It also aims to provide a measure of downside protection on a portion of the value of the Fund in the event of severe market disruption through the strategic purchase of out-of the money put options on selected global, regional or local securities indices.
I am very pleased to report that for the year ended
February 28, 2007, the Fund continued to provide you with
attractive monthly distributions generated by its
dividend-focused global equity strategy coupled with a covered
call writing strategy.
Based on its share price as of February 28, 2007, the Fund provided a twelve-month total return of 19.35%(1). This return reflects an increase in its share price from $18.96 on February 28, 2006, to $20.55 on February 28, 2007, plus the reinvestment of $1.87 per share in distributions. Based on net asset value (NAV), the Fund had a total return of 15.32%(2) for the twelve-month period. The Fund made twelve monthly distributions of $0.156 per share, for a total of $1.87 per share for the fiscal year ended February 28, 2007. For more information on the Funds performance, please read the Market Perspective and Portfolio Managers Report.
At ING Funds our mission is to set the standard in helping our clients manage their financial future. We seek to assist you and your financial advisor by offering a range of global investment solutions. We invite you to visit our website at www.ingfunds.com. Here you will find information on our products and services, including current market data and fund statistics on our open- and closed-end funds. You will see that we offer a broad variety of equity, fixed income and multi-asset funds that aim to fulfill a variety of investor needs.
We thank you for trusting ING Funds with your investment assets, and we look forward to serving you in the months and years ahead.
Sincerely,
International investing does pose special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.
1 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.
2 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.
1
In our semi-annual report, we described what we believed to be global equities markets apparently obsessed by interest rates and how the modest gains for the six-month period were largely made after the U.S. Federal Reserve Board left the federal funds rate unchanged on August 8, 2006 after 17 interest rate increases. The second half of the fiscal year was much healthier however, and the Morgan Stanley Capital International (MSCI) World IndexSM(1) measured in local currencies, including net reinvested dividends advanced 9.6% and for the year ended February 28, 2007, returned 15.86%. In currencies, the dollar, suffering from expectations that European interest rates would rise faster than those in the U.S., fell 3.1% in euros and 3.0% against the pound. But the yen was buffeted by the carry trade: speculators borrow in yen at tiny interest rates and buy higher yielding securities in other currencies, often leveraged, and riskily betting that the yen will not strengthen. For six months, the dollar gained 1.26% and for the year ended February 28, 2007, the dollar gained 2.12%.
We noted in the semi-annual report that the once booming U.S. housing market, a powerful driver of growth in recent years, had fallen into decline and the economy was clearly slowing. This continued into the second six months and it was only in the last few days of 2006 that the slump showed some signs of bottoming out, with unexpectedly good new and existing home sales figures reported, along with rebounding consumer confidence. The early economic data in 2007 sustained this view, reporting strong employment, retail sales and confidence readings as well as robust increases in housing starts and pending home sales. The first estimate of fourth quarter gross domestic product (GDP) growth was an impressive 3.5%.
Yet the seeds of doubt were planted when it was reported on February 2, 2007, that the default rate among sub-prime housing loans was now higher than during the 2001 recession. It had long been feared that mortgage lending had become far too easy during the boom, particularly to those least able to repay and that the inevitable correction would be severe. Within weeks the countrys largest sub-prime mortgage lender increased its loss reserves by $1.76 billion, while the apparent general improvement in housing figures proved illusory. This may be explained by the mild weather of early winter, as new starts and sales plummeted and prices resumed their decline. Fourth quarter GDP growth was revised down to 2.2% and the fiscal year ended with fears that the weak conditions would persist for much longer than had been hoped.
Fixed income markets reacted predictably after August. The ten-year U.S. Treasury yield fell to its lowest level at the beginning of December, then soared 47 basis points (0.47%) within two months to its peak, before giving most of it back in February to end at 4.55%, 18 basis points (0.18%) below the August 31, 2006 rate. With the Federal Open Market Committees (FOMC) bias still towards tightening the yield on the three-month Treasury Bill was more stable during the second six months, rising by 9 basis points (0.09%) to 5.00%. On February 27, 2007, in fact the yield on the three-month Treasury Bill exceeded the ten-year yield by 48 basis points (0.48%), the most since January 2, 2001. The broader Lehman Brothers® Aggregate Bond Index (LBAB)(2) of investment grade bonds gained 3.66% and for the year ended February 28, 2007 returned 5.54%.
February was an unsettling month in other ways. The China stock market had practically doubled in 2006 and the long expected pull back eventually came on February 27th when the index fell 9%. The effect on sentiment was to shake relative risk strategies generally. Money left stocks and high yield bonds and went into investment grade bonds. Many carry trades were unwound. The effect on major developed markets and on other Asian emerging markets were falls of between 3.5% to 4.5% at the end of the month.
Investors in U.S. equities remained generally optimistic in the face of growing evidence of economic slowdown and later sub-prime mortgage lending problems. For the second six months of the fiscal year, the Standard & Poors 500® Composite Stock Price Index (S&P 500® Index)(3) rose 8.9% and for the year ended February 28, 2007 returned 11.97%, including dividends. Reasons for this were not hard to find. For one thing, the oil price, having hit its record in mid July averaged 22% less. GDP growth may have slowed but the share of corporate profits, reported at 12.4%, was the highest since the 1950s. S&P 500® Index companies were well on their way to reporting their 14th straight double-digit percentage earnings gain. The next merger or acquisition never seemed far away. The setback on February 27, a 3.5% fall, was the worst in nearly three years.
International markets also had a strong second half (based on MSCI local currency indices plus net
2
dividends), subject to sharp drops in the last two days. In Japan the market advanced 9.5% boosted by the fastest quarterly rate of GDP growth in three years and despite another 0.25% interest rate increase in late February. Consumer spending was fragile despite low unemployment and almost flat prices. Yet business confidence remained high and profit growth healthy. European ex UK markets surged 11.3%. The environment for stocks improved, due to the fastest GDP growth in years, inflation just below 2%, declining unemployment and budget deficits, plus continuing merger and acquisition activity, and despite headwinds in the form of a strengthening euro, a hawkish European Central Bank that raised rates twice and the rise in German sales tax. UK equities added 6.2% in the second six months of our fiscal year, shrugging off two rate increases and inflation at 2.8%. Rising home prices, up more than 10% in 2006, and a robust service sector appear to have raised the UKs growth trajectory, with fourth quarter GDP 3.0% higher than a year earlier. Again however widespread, large-scale mergers and acquisitions energized the market.
(2) The LBAB 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 S&P 500® Index is an unmanaged index that measures the performance of the securities of approximately 500 of the largest companies in the U.S.
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 Equity Dividend and Premium Opportunity Fund (the Fund) seeks to provide investors with a high level of income from a portfolio of global common stocks with historically attractive dividend yields and premiums from covered call option writing. The Fund is managed by Moudy El Khodr, Nicolas Simar, Kris Hermie, Frank van Etten, Ruud Boeve, Menno van Boven, Willem van Dommelen and Bas Peeters, Portfolio Managers, ING Investment Management Advisors B.V. the Sub-Adviser.
Portfolio Construction: The stock selection process begins with constructing an eligible universe of global common stocks with market capitalizations typically over $1 billion that have a history of paying dividend yields in excess of 3% annually. Through a multi-step screening process of various fundamental factors and fundamental analysis the portfolio managers construct a portfolio generally consisting of 65 to 90 common stocks with a history of attractive dividend yields, and stable or growing dividends that are supported by business fundamentals.
The Funds Integrated Option Strategy: To generate premiums, the Fund writes covered call options on a substantial portion of the common stocks held in the Funds portfolio, a strategy known as covered call option writing.
Country Allocation
Writing covered call options involves granting the buyer the right to purchase certain common stock at a particular price (the strike price) either at a particular time or during a particular span of time. If the purchaser exercises a covered call option sold by the Fund, either the common stock will be called away from the Fund and
Once the underlying portfolio is constructed, the specific securities and percentage of each underlying security to be used for covered call option writing is determined based on stock outlook, market opportunities and option price volatility. Over the reporting period, the Fund wrote calls on around 65% of the stocks in the equity portfolio. Of those portfolio holdings on which calls are written, the calls written averaged 50% at the end of the period. The Funds option strategy helps stabilize returns and income by selling covered calls on individual securities and by buying puts on both local and regional indices.
The Fund seeks to sell covered call options that are generally short-term (between 10 days and three months until expiration) and at- or near-the-money. The Fund typically maintains its covered call positions until expiration, but it retains the option to buy back the covered call options and sell new covered call options.
Enel S.p.A. | 2.1% |
Lloyds TSB Group PLC | 2.0% |
Altria Group, Inc. | 2.0% |
Bank of America Corp. | 1.9% |
AT&T, Inc. | 1.9% |
Telecom Italia S.p.A. | 1.9% |
Southern Co. | 1.9% |
Pfizer, Inc. | 1.9% |
Citigroup, Inc. | 1.9% |
Washington Mutual, Inc. | 1.8% |
Portfolio holdings are subject to change daily.
The Fund may seek, and during the reporting period has sought, to partially hedge against significant market declines by buying out-of-the-money put options on related indices, such as the Standard and Poors 500® Composite Stock Price Index (S&P 500® Index), the Financial Times Stock Exchange 100 Index (FTSE 100), the Nikkei All Stock Index (Nikkei), the Dow Jones Euro Stoxx 50 (Price) Index (EuroStoxx50) or any other broad-
4
based global or regional securities index with an active derivatives market. The Fund generally invests in out-of-the-money puts that expire in 20 to 125 trading days. A portion of the premiums generated from the covered call strategy is used to buy put protection. Also, the Fund may seek to, and during the reporting period has sought to, partially hedge the foreign currency risk inherent in its international equity holdings. Such currency hedges are implemented either by selling the international currencies forward or by buying out-of-the-money puts on international currencies versus the U.S. Dollar.
Performance: Based on its share price as of February 28, 2007, the Fund provided a twelve-month total return of 19.35%. This return reflects an increase in its share price from $18.96 on February 28, 2006, to $20.55 on February 28, 2007, plus the reinvestment of $1.87 per share in distributions. Based on net asset value (NAV), the Fund had a total return of 15.32% for the twelve-month period. The Morgan Stanley Capital International (MSCI) WorldSM Index and the Chicago Board Options Exchange (CBOE) BuyWrite Monthly Index (BXM Index) returned 15.86% and 10.61%, respectively, for the same period. The Fund made twelve monthly distributions of $0.156 per share, for a total of $1.87 per share for the fiscal year ended February 28, 2007. As of February 28, 2007, the Fund had 96,750,019 shares outstanding.
Market and Portfolio Review: On the whole, equity markets performed well during the period as companies continued to post positive earnings growth for the fourth year in a row. However, the price of oil and commodities in general remained high and the U.S. dollar showed signs of jitters following greater uncertainty surrounding the direction of interest rates in the U.S. Regionally, Europe, Asia Pacific (ex-Japan) and emerging markets delivered the highest returns, despite the May to June and late February 2007 corrections. In contrast, Japan and the U.S. both disappointed. Value stocks outperformed growth significantly over the reporting year. Mergers and acquisitions (M&A) were also a major theme for the year, which particularly helped companies that paid a high and stable dividend.
The Fund outperformed the BXM Index during the period and nearly matched the MSCI World IndexSM based on NAV during the period, thanks to the strength of high-yielding stocks. Specifically, the correction in May to June shifted investor appetite generally to less risky assets, favoring companies that paid higher dividends. The final week of February 2007 also saw a flight to safety, with a further concentration of the defensive stocks favored by the Fund. M&A activity was also supportive. Our positioning in Europe also helped as did the cautious strategy towards the U.S. The Funds overweight in financials (including real estate) helped as Singapore-based United Overseas Bank Ltd. outperformed on the back of positive quarterly earnings. In contrast, an allocation to emerging markets acted as a drag. Stock selection in telecommunication services also negatively impacted the Fund as Telecom Corp. of New Zealand Ltd. saw its share price fall sharply after the New Zealand government passed a law in December forcing the company to split into three operational units and open up its local residential networks to competitors.
Overall, the Funds high dividend objective benefited performance. Volvo AB outperformed as the company consistently raised its dividend. Additionally, there was speculation that the company might be the target of a leveraged buyout. Scania, the Swedish truck and car maker, benefited from becoming a take-over candidate as MAN group, the German truck manufacturer, made an offer for the company. The Fund sold its position as the market digested the news. Despite court cases against the tobacco industry, U.S.-based UST, Inc. experienced increases in its quarterly profits as price rises and a wave of cost cutting, which it conducted throughout the year, boosted its share price. In contrast, Fording Canadian Coal Trust acted as a drag as the Canadian Coal miner was impacted by new fiscal measures by the Canadian government, which chose to close a tax-loophole allowing trusts to avoid paying income tax.
Option Portfolio Commentary: The Funds option strategy helps stabilize returns and income by selling covered calls on individual securities and by buying puts on both local and regional indices.
As designed, over the year, the Funds call option writing strategy served to generate income and reduce volatility while simultaneously reducing the capital appreciation achieved by the Fund relative to global equity strategies without such a call writing strategy. In general, the put option strategy also helped the Fund during periods of increased volatility, though the puts purchased expired out-of-the-money. The Fund has significant currency risk which was partially hedged during the period using out-of-the-money foreign exchange options. The relatively
5
low current implied volatility in foreign exchange markets enabled us to hedge a significant part of Funds currency risk at a low cost.
Current Strategy and Outlook: We expect the Fund to benefit from investments in defensive sectors including utilities, telecommunication services, real estate and consumer staples, which we believe should provide downside protection. We believe these areas are relatively inexpensive, less dependent on the economic environment, and offer stable, high dividend yields.
If the equity markets move sideways, we believe our stock selection and consistent and disciplined strategy could add value. In this scenario, we believe that dividends and the premiums from the call writing will comprise an important part of the total return. In the case of a strong rally, we believe the strategy may generate an absolute positive return. However, the upside will be limited as the calls written will be exercised thus taking away some of the potential gains.
As a result of the option strategy, we believe the Fund has lower volatility than a global equity strategy with no option overlay. The option writing overlay may generate net option premiums which contribute to the Funds distribution yield. With market volatility moving away from historical lows, the overlay is expected to continue to help the Fund.
6
The Shareholders and Board of Trustees
We have audited the accompanying statement of assets and liabilities of ING Global Equity Dividend and Premium Opportunity Fund, including the portfolio of investments, as of February 28, 2007, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and the period from March 30, 2005 (commencement of operations) to February 28, 2006. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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, 2007, by correspondence with the custodian and brokers, or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ING Global Equity Dividend and Premium Opportunity Fund as of February 28, 2007, and the results of its operations, the changes in its net assets, and the financial highlights for the periods specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.
Boston, Massachusetts
7
ASSETS:
|
||||||
Investments in securities at value*
|
$ | 1,844,959,771 | ||||
Cash
|
82,756,469 | |||||
Foreign currencies at value**
|
11,195,204 | |||||
Receivables:
|
||||||
Investment securities sold
|
202,576 | |||||
Dividends and interest
|
5,910,302 | |||||
Prepaid expenses
|
17,526 | |||||
Total assets
|
1,945,041,848 | |||||
LIABILITIES:
|
||||||
Payable for investment securities purchased
|
203,195 | |||||
Payable to affiliates
|
1,352,485 | |||||
Payable for trustee fees
|
2,688 | |||||
Other accrued expenses and liabilities
|
452,633 | |||||
Options written***
|
9,633,865 | |||||
Total liabilities
|
11,644,866 | |||||
NET ASSETS (equivalent to $19.98 per share on
96,750,019 shares outstanding)
|
$ | 1,933,396,982 | ||||
NET ASSETS WERE COMPRISED OF:
|
||||||
Paid-in capital shares of beneficial
interest at $0.01 par value (unlimited shares authorized)
|
1,807,086,006 | |||||
Accumulated distribution in excess of net
investment income
|
(8,562,137 | ) | ||||
Accumulated net realized loss on investments,
foreign currency related transactions and written options
|
(6,258,272 | ) | ||||
Net unrealized appreciation on investments,
foreign currency related transactions and written options
|
141,131,385 | |||||
NET ASSETS
|
$ | 1,933,396,982 | ||||
* Cost of investments in
securities
|
$ | 1,712,722,824 | ||||
** Cost of foreign currencies
|
$ | 11,212,048 | ||||
*** Premiums received for options
written
|
$ | 18,464,464 |
8
INVESTMENT INCOME:
|
|||||
Dividends, net of foreign taxes withheld*
|
$ | 80,716,742 | |||
Interest
|
2,228,233 | ||||
Securities lending income
|
28,101 | ||||
Total investment income
|
82,973,076 | ||||
EXPENSES:
|
|||||
Investment management fees
|
19,638,996 | ||||
Transfer agent fees
|
38,510 | ||||
Administrative service fees
|
1,870,363 | ||||
Shareholder reporting expense
|
155,375 | ||||
Professional fees
|
59,545 | ||||
Custody and accounting expense
|
584,107 | ||||
Trustee fees
|
45,410 | ||||
Miscellaneous expense
|
183,708 | ||||
Total expenses
|
22,576,014 | ||||
Net waived and reimbursed fees
|
(3,740,761 | ) | |||
Net expenses
|
18,835,253 | ||||
Net investment income
|
64,137,823 | ||||
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS AND WRITTEN
OPTIONS:
|
|||||
Net realized gain (loss) on:
|
|||||
Investments
|
109,490,809 | ||||
Foreign currency related transactions
|
(1,096,318 | ) | |||
Written options
|
11,502,024 | ||||
Net realized gain on investments, foreign
currency related transactions and written options
|
119,896,515 | ||||
Net change in unrealized appreciation or
depreciation on:
|
|||||
Investments
|
61,951,030 | ||||
Foreign currency related transactions
|
(9,757 | ) | |||
Written options
|
19,028,613 | ||||
Net change in unrealized appreciation or
depreciation on investments, foreign currency related
transactions and written options
|
80,969,886 | ||||
Net realized and unrealized gain on investments,
foreign currency related transactions and written options
|
200,866,401 | ||||
Increase in net assets resulting from
operations
|
$ | 265,004,224 | |||
* Foreign taxes withheld
|
$ | 6,195,920 |
9
Year Ended | March 30, 2005(1) | |||||||
February 28, | to February 28, | |||||||
2007 | 2006 | |||||||
FROM OPERATIONS:
|
||||||||
Net investment income
|
$ | 64,137,823 | $ | 60,620,925 | ||||
Net realized gain on investments, foreign
currency related transactions and written options
|
119,896,515 | 15,573,815 | ||||||
Net change in unrealized appreciation or
depreciation on investments, foreign currency related
transactions and written options
|
80,969,886 | 60,161,499 | ||||||
Net increase in net assets resulting from
operations
|
265,004,224 | 136,356,239 | ||||||
FROM DISTRIBUTIONS TO SHAREHOLDERS:
|
||||||||
Net investment income
|
(54,413,854 | ) | (63,621,155 | ) | ||||
Net realized gains
|
(119,437,967 | ) | (37,576,510 | ) | ||||
Tax return of capital
|
(5,936,401 | ) | (32,724,647 | ) | ||||
Total distributions
|
(179,788,222 | ) | (133,922,312 | ) | ||||
FROM CAPITAL SHARE TRANSACTIONS:
|
||||||||
Net proceeds from sale of shares
|
| 1,810,700,000 | (2) | |||||
Adjustment to paid-in capital for offering costs
(Note 8)
|
1,289,618 | | ||||||
Dividends reinvested
|
21,047,122 | 12,610,313 | ||||||
Net increase in net assets resulting from capital
share transactions
|
22,336,740 | 1,823,310,313 | ||||||
Net increase in net assets
|
107,552,742 | 1,825,744,240 | ||||||
NET ASSETS:
|
||||||||
Beginning of period
|
1,825,844,240 | 100,000 | ||||||
End of period
|
$ | 1,933,396,982 | $ | 1,825,844,240 | ||||
Accumulated distribution in excess of net
investment income at end of period
|
$ | (8,562,137 | ) | $ | (7,677,210 | ) | ||
(1) Commencement of operations
10
Selected data for a share of beneficial interest outstanding throughout each period.
March 30, | ||||||||||
Year Ended | 2005(1) to | |||||||||
February 28, | February 28, | |||||||||
2007 | 2006 | |||||||||
Per Share Operating Performance:
|
||||||||||
Net asset value, beginning of period | $ | 19.08 | 19.06 | (2) | ||||||
Income from investment operations: | ||||||||||
Net investment income | $ | 0.67 | * | 0.63 | ||||||
Net realized and unrealized gain on investments | $ | 2.09 | 0.79 | |||||||
Total from investment operations | $ | 2.76 | 1.42 | |||||||
Less distributions from: | ||||||||||
Net investment income | $ | 0.57 | 0.66 | |||||||
Net realized gains on investments | $ | 1.24 | 0.43 | |||||||
Tax return of capital | $ | 0.06 | 0.31 | |||||||
Total distributions | $ | 1.87 | 1.40 | |||||||
Adjustment to paid-in capital for offering costs: | $ | 0.01 | | |||||||
Net asset value, end of period | $ | 19.98 | 19.08 | |||||||
Market value, end of period | $ | 20.55 | 18.96 | |||||||
Total investment return at net asset value(3) | % | 15.32 | 7.84 | |||||||
Total investment return at market value(4) | % | 19.35 | 2.13 | |||||||
Ratios and Supplemental Data:
|
||||||||||
Net assets, end of period (millions) | $ | 1,933 | 1,826 | |||||||
Ratios to average net assets: | ||||||||||
Gross expenses prior to expense reimbursement(5) | % | 1.21 | 1.23 | |||||||
Net expenses after expense reimbursement(5) | % | 1.01 | 1.03 | |||||||
Net investment income after expense reimbursement(5) | % | 3.43 | 3.75 | |||||||
Portfolio turnover rate | % | 119 | 112 | |||||||
(1) Commencement of operations.
(2) Net asset value at beginning of period reflects the deduction of the sales load of $0.90 per share and offering costs of $0.04 per share paid by the shareholder from the $20.00 offering price.
(3) Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends 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.
* Per share data calculated using average number of shares outstanding throughout the period.
11
NOTE 1 ORGANIZATION
ING Global Equity Dividend and Premium Opportunity Fund (the Fund) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Fund is organized as a Delaware statutory trust. The primary investment objective 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 that have a history of attractive dividend yields and utilizing an integrated options 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 U.S. generally accepted accounting principles for investment companies.
A. | Security Valuation. Investments in equity securities traded on a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ are valued at the NASDAQ official closing prices. Securities traded on an exchange or NASDAQ for which there has been no sale and equity securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities 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 (NAV) 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 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 calculations of the Funds NAV may not take place contemporaneously with the determination of the prices of securities held by the Fund in foreign securities markets. Further, the value of the Funds assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Fund. In calculating the Funds NAV, foreign securities denominated in foreign currency are converted to U.S. dollar equivalents. If an event occurs after the time at which the market for foreign securities held by the Fund closes but before the time that the Funds NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time the Fund determines its NAV. In such a case, the Fund will use the fair value of such securities as determined under the Funds valuation procedures. Events after the close of trading on a foreign market that could require the Fund to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a securitys fair value, the Board has authorized the use of one or more independent research services to assist with such |
12
determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time the Fund calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that the Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Fund is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes the Fund to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the Fund determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Funds NAV. 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 using industry models with objective inputs. | |
B. | Security Transactions and Revenue Recognition. Security transactions are recorded on the trade date. Realized gains or losses on sales of investments are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Premium amortization and discount accretion are determined using the effective yield method. Dividend income is recorded on the ex-dividend date or in the case of certain foreign dividends, when the information becomes available to the Fund. |
C. | Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis: |
(1) | Market value of investment securities, other assets and liabilities at the exchange rates prevailing at the end of the day. | |
(2) | Purchases and sales of investment securities, income and expenses at the rates of exchange prevailing on the respective dates of such transactions. |
Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices 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 |
13
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 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 monthly by the Fund. Distributions are determined annually in accordance with federal tax principles, which may differ from U.S. generally accepted accounting principles 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 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 be determined with certainty until after the end of the year, and will be reported to shareholders at that time. The amount of monthly distributions will vary, depending on a number of factors. As portfolio and market conditions change, the rate of dividends on the common shares will change. There can be no assurance that the Fund will be able to declare a dividend in each period. | |
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. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
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 managed 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. |
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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 the Fund. | |
I. | Options Contracts. The Fund may purchase put options and may write (sell) covered call options. The premium received by the Fund upon the writing of a put or call option is included in the Statement of Assets and Liabilities as a liability which is subsequently marked-to-market until it is exercised, or closed, or it expires. The Fund will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option or purchased put option and the purchase cost of the security for a written put option, or purchased call option is adjusted by the amount of premium received or paid. Realized and unrealized gains or losses on option contracts are reflected in the accompanying financial statements. 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. |
NOTE 3 INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
ING Investments, LLC (ING Investments or the Investment Adviser), an Arizona limited liability company, is the Investment Adviser of the Fund. The Fund pays the Investment Adviser for its services under an investment management agreement (Management Agreement), a fee, payable monthly, based on an annual rate of 1.05% of the Funds average daily managed assets. For the first five years of the Funds existence, the Investment Adviser will contractually waive 0.20% of the Funds managed assets. Beginning in the sixth year, the fee waiver will decline each year by 0.05% until it is eliminated in the ninth year. For 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, 2007, there were no preferred shares outstanding.
The Investment Adviser entered into a sub-advisory agreement (Sub-Advisory Agreement) with ING Investment Management Advisors B.V. (IIMA), an indirect, wholly-owned subsidiary of ING Groep N.V. (ING Groep), domiciled in The Hague, The Netherlands, for the Fund. IIMA manages the Funds assets in accordance with the Funds investment objectives, policies and limitations.
The Investment Adviser has also retained ING Investment Management Co. (ING IM or Consultant), a Connecticut corporation, to provide certain consulting services for the Investment Adviser. These services include, among other things, furnishing statistical and other factual information; providing advice with respect to potential investment strategies that may be employed for the Fund, including, but not limited to, potential options strategies; developing economic models of the anticipated investment performance and yield for the Fund; and providing advice to the Investment Adviser and/or Sub-Adviser with respect to the Funds level and/or managed distribution policy. For its services, the Consultant will receive a consultancy fee from the Investment Adviser. No fee will be paid by the Fund directly to the Consultant.
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ING Funds Services, LLC, a Delaware limited liability company, (the Administrator) serves as Administrator to the Fund. The Fund pays the Administrator for its services a fee based on an annual rate of 0.10% of the Funds average daily managed assets. The Investment Adviser, IIMA, ING IM and the Administrator are indirect, wholly-owned subsidiaries of ING Groep. ING Groep is 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.
NOTE 4 OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES
At February 28, 2007, the Fund had the following amounts recorded in payable to affiliates on the accompanying Statement of Assets and Liabilities:
Accrued | ||||
Investment | Accrued | |||
Management | Administrative | |||
Fees | Fees | Total | ||
$1,202,226
|
$150,259 | $1,352,485 |
The Fund has adopted a Retirement Policy (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 Policy are based on an annual rate as defined in the Policy agreement and are recorded as trustee fees in the financial statements.
The Fund places a portion of its transactions with brokerage firms which are affiliates of the investment adviser. For the year ended February 28, 2007, the commission paid to the affiliated firm was:
Affiliated Broker | Commission Received | |
ING Baring LLC
|
$3,301 |
NOTE 5 PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds from sales of investments for the year ended February 28, 2007, excluding short-term securities, were $2,190,749,129 and $2,361,535,277, respectively.
NOTE 6 CALL OPTIONS WRITTEN
Written option activity for the Fund for the year ended February 28, 2007 was as follows:
Number of | ||||||||
Contracts | Premium | |||||||
Balance at 2/28/2006
|
54,473,000 | $ | 18,285,909 | |||||
Options written
|
428,585,924 | 160,559,651 | ||||||
Options expired
|
(322,985,833 | ) | (99,502,892 | ) | ||||
Options exercised
|
(115,288,091 | ) | (60,878,204 | ) | ||||
Balance at 2/28/2007
|
44,785,000 | $ | 18,464,464 | |||||
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.
Non-Diversified. The Fund is classified as a non-diversified investment company under the 1940 Act, which means that the Fund may invest more than 5% of the value of its assets in the obligations of any single issuer. If the Fund invests a relatively high percentage of its assets in obligations of a limited number of issuers, the Fund will be more at risk to any single corporate, economic, political or regulatory event that impacts one or more of those issuers. Conversely, even though classified as non-diversified, the Fund may actually maintain a portfolio that is highly diversified with a large number of issuers. In such an event, the Fund would benefit less from appreciation in a single corporate issuer than if it had greater exposure to that issuer.
Leverage. Although the Fund has no current intention to do so, the Fund is authorized to utilize leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the event that the Fund determines in
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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 PAID-IN CAPITAL ADJUSTMENT
In conjunction with the issuance of initial shares, the Fund, based on best estimates, accrued approximately $3,400,000 associated with offering cost. The Fund actually incurred a total of $2,110,382 related to offering costs. The difference between the amount accrued and the amount actually incurred for offering costs of $1,289,618 represents an over-accrual the reversal of which has been recognized as an adjustment to paid-in capital on the accompanying Statements of Changes in Net Assets for the year ended February 28, 2007.
NOTE 9 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, 2007, the Fund did not have any securities on loan.
NOTE 10 CAPITAL SHARES
Transaction in capital shares and dollars were as follows:
Year | March 30, | |||||||
Ended | 2005(1) to | |||||||
February 28, | February 28, | |||||||
2007 | 2006 | |||||||
Number of Shares
|
||||||||
Shares sold
|
| 95,000,000 | ||||||
Dividends reinvested
|
1,078,515 | 666,504 | ||||||
Net increase in shares outstanding
|
1,078,515 | 95,666,504 | ||||||
$
|
||||||||
Shares sold
|
$ | | $ | 1,810,700,000 | (2) | |||
Dividends reinvested
|
22,336,740 | 12,610,313 | ||||||
Net increase
|
$ | 22,336,740 | $ | 1,823,310,313 | ||||
(1) | Commencement of operations. |
(2) | Proceeds from sales of shares net of sales load paid of $85,500,000 and offering costs of $3,800,000. |
NOTE 11 FEDERAL INCOME TAXES
The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, 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, 2006:
Distributions | ||
in excess of | Accumulated | |
Net Investment | Net Realized | |
Income | Gains/(Losses) | |
$(10,401,269)
|
$10,401,269 |
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.
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The tax composition of dividends and distributions to shareholders was as follows:
Tax Year Ended December 31, 2006 | ||||
Ordinary | Long-Term | Return of | ||
Income | Capital Gains | Capital | ||
$172,974,208
|
$702,924 | $5,936,401 |
Tax Year Ended December 31, 2005 | ||||
Ordinary | Long-Term | Return of | ||
Income | Capital Gains | Capital | ||
$85,607,113
|
$690,634 | $32,724,647 |
The tax-basis components of distributable earnings as of the tax year ended December 31, 2006 were:
Unrealized | ||
Appreciation/ | ||
(Depreciation) | ||
$ | 112,077,227 |
NOTE 12 OTHER ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes. This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as more-likely-than-not to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the U.S. Securities and Exchange Commission (the SEC) has indicated that they would not object if a fund implements FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. For the February year-end closed-end funds, this would be no later than their August 31, 2007 NAV and the effects of FIN 48 would be reflected in the funds semi-annual financial statements contained in their Form N-CSR filing. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management of the Fund has assessed the impact of adopting FIN 48 and currently does not believe that there will be a material impact to the Fund.
On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurements. The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of February 28, 2007, management of the Fund is currently assessing the impact, if any, that will result from adopting SFAS No. 157.
NOTE 13 INFORMATION REGARDING TRADING OF INGS U.S. MUTUAL FUNDS
In 2004, ING Investments 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, 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
18
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 Boards.
ING Investments has advised the Boards 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 in return for any of these arrangements, which have all been terminated.
Based on the internal review, ING Investments has advised the Boards 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 Boards 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 IM) 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 SEC on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SECs website 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 Boards are the only instances of such trading respecting the ING Funds.
ING Investments reported to the Boards 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 Boards 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
19
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 SEC. ING Investments reported to the Boards 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. |
| 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. |
Other Regulatory Matters
The New York Attorney General (the NYAG) and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request. In connection with one such investigation, affiliates of ING Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the NH Bureau) concerning their administration of the New Hampshire state employees deferred compensation plan.
On October 10, 2006, an affiliate of ING Investments entered into an assurance of discontinuance with the NYAG (the NYAG Agreement) regarding the endorsement of its products by the New York State United Teachers Union Member Benefits Trust (NYSUT) and the sale of their products to NYSUT members. Under the terms of the NYAG Agreement, the affiliate of ING Investments, without admitting or denying the NYAGs findings, will distribute $30 million to NYSUT members, and/or former NYSUT members, who participated in the NYSUT-endorsed products at any point between January 1, 2001 and June 30, 2006. The affiliate also agreed with the NYAGs office to develop a one-page disclosure that will further improve transparency and disclosure regarding retirement product fees (the One-Page Disclosure). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Page Disclosure.
In addition, on the same date, these affiliates of ING Investments entered into a consent agreement with the NH Bureau (the NH Agreement) to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH Bureaus claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above.
Other federal and state regulators could initiate similar actions in this or other areas of INGs businesses.
These regulatory initiatives may result in new legislation and regulation that could significantly
20
affect the financial services industry, including businesses in which ING is engaged.
In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate.
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 14 SUBSEQUENT EVENT
Dividends: Subsequent to February 28, 2007, the Fund declared dividends of:
Per Share | Declaration | Payable | Record | |||
Amount | Date | Date | Date | |||
$0.156
|
2/28/2007 | 3/15/2007 | 3/5/2007 | |||
$0.156
|
3/15/2007 | 4/16/2007 | 4/4/2007 |
The Fund estimates that distributions for the tax year commencing on January 1, 2007, and including the distributions listed above, will be comprised of approximately 30% net investment income. The remaining portion of the Funds monthly distributions is estimated to come from the Funds covered-call option strategy, which for tax purposes, may be treated as a combination of long-term and short-term capital gains, and/or a return of capital. The tax character of the Funds covered-call option strategy is largely determined by movements in the underlying equity portfolio. Based on the current realized appreciation in the Funds underlying equity portfolio, the Fund estimates that the remaining approximately 70% of the distributions would be considered short-term capital gain.
21
Shares | Value | |||||||||
COMMON STOCK: 93.8% | ||||||||||
Australia: 6.4% | ||||||||||
1,242,652 |
Australia & New Zealand Banking Group
Ltd.
|
$ | 28,737,967 | |||||||
1,545,267 |
Coca-Cola Amatil Ltd.
|
10,076,676 | ||||||||
1,764,713 |
Fosters Group Ltd.
|
8,789,725 | ||||||||
2,221,501 |
GPT Group
|
8,836,241 | ||||||||
1,513,190 |
Lion Nathan Ltd.
|
9,917,783 | ||||||||
595,541 |
Publishing & Broadcasting
Ltd.
|
9,072,047 | ||||||||
662,748 |
Suncorp-Metway Ltd.
|
11,389,618 | ||||||||
699,073 |
TABCORP Holdings Ltd.
|
8,926,669 | ||||||||
639,976 |
Wesfarmers Ltd.
|
18,388,430 | ||||||||
584,437 |
Westfield Group
|
10,039,600 | ||||||||
124,174,756 | ||||||||||
Belgium: 1.5% | ||||||||||
669,992 |
Fortis
|
28,786,877 | ||||||||
28,786,877 | ||||||||||
Brazil: 2.4% | ||||||||||
296,080 |
Cia Siderurgica Nacional SA
|
10,368,722 | ||||||||
320,437 |
Petroleo Brasileiro SA
|
26,141,250 | ||||||||
692,976 |
Tele Norte Leste Participacoes SA
|
8,987,899 | ||||||||
45,497,871 | ||||||||||
Canada: 2.8% | ||||||||||
225,105 |
Enerplus Resources Fund
|
9,751,549 | ||||||||
1,085,587 |
Fording Canadian Coal Trust
|
27,204,810 | ||||||||
557,766 |
TransCanada Corp.
|
17,787,852 | ||||||||
54,744,211 | ||||||||||
China: 1.3% | ||||||||||
22,237,144 |
PetroChina Co., Ltd.
|
25,873,311 | ||||||||
25,873,311 | ||||||||||
Denmark: 1.6% | ||||||||||
663,676 |
Danske Bank A/ S
|
30,625,836 | ||||||||
30,625,836 | ||||||||||
France: 1.5% | ||||||||||
1,056,564 |
France Telecom SA
|
28,617,371 | ||||||||
28,617,371 | ||||||||||
Germany: 2.2% | ||||||||||
1,584,678 |
Deutsche Telekom AG
|
28,427,350 | ||||||||
115,000 |
E.ON AG
|
15,061,389 | ||||||||
43,488,739 | ||||||||||
Greece: 1.4% | ||||||||||
771,075 |
OPAP SA
|
27,245,661 | ||||||||
27,245,661 | ||||||||||
Hong Kong: 1.5% | ||||||||||
1,313,542 |
CLP Holdings Ltd.
|
9,644,971 | ||||||||
1,388,297 |
Hang Seng Bank Ltd.
|
18,906,033 | ||||||||
28,551,004 | ||||||||||
Hungary: 0.5% | ||||||||||
383,059 |
Magyar Telekom Telecommunications PLC
|
9,201,077 | ||||||||
9,201,077 | ||||||||||
Ireland: 1.0% | ||||||||||
870,549 |
Bank of Ireland
|
19,812,218 | ||||||||
19,812,218 | ||||||||||
Israel: 0.5% | ||||||||||
2,073,643 |
Bank Hapoalim BM
|
9,596,291 | ||||||||
9,596,291 | ||||||||||
Italy: 9.6% | ||||||||||
3,806,529 |
Enel S.p.A.
|
39,752,074 | ||||||||
917,562 |
ENI S.p.A.
|
28,102,439 | ||||||||
4,113,694 |
Intesa Sanpaolo S.p.A.
|
29,874,191 | ||||||||
1,648,650 |
Mediaset S.p.A.
|
19,101,471 | ||||||||
14,579,056 |
Telecom Italia S.p.A.
|
36,990,968 | ||||||||
3,448,114 |
UniCredito Italiano S.p.A.
|
31,844,751 | ||||||||
185,665,894 | ||||||||||
Netherlands: 4.2% | ||||||||||
930,519 |
ABN Amro Holding NV
|
32,627,335 | ||||||||
863,095 |
Royal Dutch Shell PLC
|
28,070,297 | ||||||||
1,322,644 |
Royal KPN NV
|
20,408,543 | ||||||||
81,106,175 | ||||||||||
New Zealand: 1.0% | ||||||||||
5,753,931 |
Telecom Corp. of New Zealand Ltd.
|
19,589,657 | ||||||||
19,589,657 | ||||||||||
Singapore: 0.5% | ||||||||||
756,600 |
United Overseas Bank Ltd.
|
10,108,015 | ||||||||
10,108,015 | ||||||||||
South Africa: 0.6% | ||||||||||
472,948 |
Telkom SA Ltd.
|
10,673,394 | ||||||||
10,673,394 | ||||||||||
South Korea: 0.5% | ||||||||||
142,518 |
S-Oil Corp.
|
10,323,434 | ||||||||
10,323,434 | ||||||||||
Sweden: 0.6% | ||||||||||
141,000 |
Volvo AB
|
10,835,548 | ||||||||
10,835,548 | ||||||||||
Taiwan: 0.5% | ||||||||||
890,080 |
Taiwan Semiconductor Manufacturing Co.,
Ltd.
|
9,879,888 | ||||||||
9,879,888 | ||||||||||
Thailand: 0.5% | ||||||||||
1,399,500 |
Siam Cement PLC
|
9,782,813 | ||||||||
9,782,813 | ||||||||||
United Kingdom: 18.0% | ||||||||||
1,885,007 |
Aviva PLC
|
30,183,015 | ||||||||
3,523,623 |
BBA Aviation PLC
|
18,840,140 | ||||||||
2,819,265 |
BP PLC
|
28,901,650 | ||||||||
1,602,187 |
Brit Insurance Holdings PLC
|
9,689,828 | ||||||||
1,064,750 |
British American Tobacco PLC
|
32,308,279 | ||||||||
1,610,002 |
Diageo PLC
|
31,731,728 | ||||||||
5,790,361 |
DSG International PLC
|
19,363,755 | ||||||||
1,063,987 |
GlaxoSmithKline PLC
|
29,853,317 | ||||||||
655,313 |
HSBC Holdings PLC
|
11,429,834 | ||||||||
3,420,441 |
Lloyds TSB Group PLC
|
38,475,470 | ||||||||
655,729 |
Provident Financial PLC
|
9,399,607 | ||||||||
780,852 |
Royal Bank of Scotland Group PLC
|
30,700,857 | ||||||||
2,478,609 |
Tate & Lyle PLC
|
27,258,628 | ||||||||
2,102,512 |
United Utilities PLC
|
29,968,244 | ||||||||
348,104,352 | ||||||||||
United States: 33.2% | ||||||||||
453,775 |
Altria Group, Inc.
|
38,244,157 | ||||||||
352,268 |
Ameren Corp.
|
18,398,958 |
22
Shares | Value | |||||||||
United States (continued) | ||||||||||
195,778 |
American Capital Strategies Ltd.
|
$ | 8,708,205 | |||||||
1,013,215 |
AT&T, Inc.
|
37,286,312 | ||||||||
734,566 |
Bank of America Corp.
|
37,367,372 | ||||||||
744,158 |
Bristol-Myers Squibb Co.
|
19,638,330 | ||||||||
720,750 |
Citigroup, Inc.
|
36,325,800 | ||||||||
650,146 |
Citizens Communications Co.
|
9,797,700 | ||||||||
612,583 |
Consolidated Edison, Inc.
|
29,759,282 | ||||||||
202,424 |
Developers Diversified Realty Corp.
|
13,270,917 | ||||||||
708,485 |
Dow Chemical Co.
|
31,031,643 | ||||||||
877,872 |
Duke Energy Corp.
|
17,285,300 | ||||||||
788,706 |
Energy East Corp.
|
19,488,925 | ||||||||
94,000 |
Equity Residential
|
4,774,260 | ||||||||
791,076 |
Keycorp
|
29,855,208 | ||||||||
272,938 |
Kinder Morgan, Inc.
|
28,865,923 | ||||||||
695,973 |
Merck & Co., Inc.
|
30,734,168 | ||||||||
1,462,362 |
Pfizer, Inc.
|
36,500,556 | ||||||||
216,221 |
Rayonier, Inc.
|
9,656,430 | ||||||||
1,020,115 |
Southern Co.
|
36,520,117 | ||||||||
457,735 |
Spectra Energy Corp.
|
11,777,522 | ||||||||
345,309 |
Thornburg Mortgage, Inc.
|
8,743,224 | ||||||||
837,549 |
US BanCorp.
|
29,866,998 | ||||||||
564,100 |
UST, Inc.
|
32,751,646 | ||||||||
525,288 |
Wachovia Corp.
|
29,085,197 | ||||||||
828,872 |
Washington Mutual, Inc.
|
35,707,806 | ||||||||
641,441,956 | ||||||||||
Total Common Stock
(Cost $1,685,019,823) |
1,813,726,349 | |||||||||
EQUITY-LINKED SECURITIES: 0.5% | ||||||||||
Luxembourg: 0.5% | ||||||||||
5,650,661 | X |
Formosa Chemicals & Fibre Corp.
(Counterparty: Merrill)
|
10,905,776 | |||||||
Total Equity-Linked Securities
(Cost $8,489,656) |
10,905,776 | |||||||||
WARRANTS: 0.5% | ||||||||||
Ireland: 0.5% | ||||||||||
12,585,000 | X |
Mega Financial Holding Co., Ltd.
|
8,431,950 | |||||||
8,431,950 | ||||||||||
Luxembourg: 0.0% | ||||||||||
619,731 | X |
China Steel Corp.
|
687,901 | |||||||
687,901 | ||||||||||
Total Warrants (Cost $9,309,508)
|
9,119,851 | |||||||||
PUT OPTIONS: 0.6% | ||||||||||
Australia: 0.0% | ||||||||||
3,300 |
S&P/ASX 200 Index, Strike Price 5,241.37 AUD,
expires 03/15/07 (Counterparty: Merrill Lynch)
|
$ | 2,706 | |||||||
5,000 |
S&P/ASX 200 Index, Strike Price 5,344.84 AUD,
expires 04/20/07 (Counterparty: Deutsche Bank, AG)
|
105,883 | ||||||||
5,500 |
S&P/ASX 200 Index, Strike Price 5,654.50 AUD,
expires 05/18/07 (Counterparty: UBS AG, London)
|
406,122 | ||||||||
20,000,000 |
Australian Dollar Currency Option (AUD/USD),
Strike Price .7580, expires 04/12/07 (Counterparty: Deutsche
Bank, London)
|
14,079 | ||||||||
20,000,000 |
Australian Dollar Currency Option (AUD/USD),
Strike Price .7465, expires 05/16/07 (Counterparty: Goldman
Sachs International)
|
13,170 | ||||||||
541,960 | ||||||||||
Eurozone: 0.2% | ||||||||||
15,200 |
Dow Jones Euro Stoxx 50 Index, Strike Price
3,864.30 EUR expires 03/16/07 (Counterparty: Deutsche Bank, AG)
|
361,012 | ||||||||
16,000 |
Dow Jones Euro Stoxx 50 Index, Strike Price
3,933.00 EUR expires 04/20/07 (Counterparty: Deutsche Bank, AG)
|
1,080,059 | ||||||||
15,000 |
Dow Jones Euro Stoxx 50 Index, Strike Price
3,952.90 EUR, expires 05/18/07 (Counterparty: Merrill Lynch)
|
1,613,422 | ||||||||
85,000,000 |
European Union Currency Option (EUR/USD), Strike
Price 1.2685, expires 04/12/07 (Counterparty: Deutsche Bank,
London)
|
13,150 | ||||||||
85,000,000 |
European Union Currency Option (EUR/USD), Strike
Price 1.2710, expires 05/16/07 (Counterparty: Goldman Sachs
International)
|
92,944 | ||||||||
3,160,587 | ||||||||||
United Kingdom: 0.1% | ||||||||||
5,600 |
FTSE 100 Index, Strike Price 5,917.76 GBP,
expires 03/16/07 (Counterparty: Societe Generale)
|
210,883 | ||||||||
5,000 |
FTSE 100 Index, Strike Price 5,895.85 GBP,
expires 04/20/07 (Counterparty: Merrill Lynch)
|
462,318 | ||||||||
5,000 |
FTSE 100 Index, Strike Price 6,066.70 GBP,
expires 05/18/07 (Counterparty: UBS AG, London)
|
1,162,862 | ||||||||
60,000,000 |
United Kingdom Currency Option (GBP/USD), Strike
Price 1.8910, expires 04/12/07 (Counterparty: Goldman Sachs
International)
|
20,485 | ||||||||
55,000,000 |
United Kingdom Currency Option (GBP/USD), Strike
Price 1.8990, expires 05/16/07 (Counterparty: Goldman Sachs
International)
|
92,770 | ||||||||
1,949,318 | ||||||||||
23
No. of | ||||||||||
Contracts | Value | |||||||||
United States: 0.3% | ||||||||||
109,600 |
S&P 500 Index, Strike Price 1,362.69 USD,
expires 03/16/07 (Counterparty: Societe Generale)
|
$ | 754,817 | |||||||
108,000 |
S&P 500 Index, Strike Price 1,364.43 USD,
expires 04/20/07 (Counterparty: Merrill Lynch)
|
1,848,478 | ||||||||
104,000 |
S&P 500 Index, Strike Price 1,387.57 USD,
expires 05/18/07 (Counterparty: Merrill Lynch)
|
2,952,635 | ||||||||
5,555,930 | ||||||||||
Total Put Options (Cost $9,903,837)
|
11,207,795 | |||||||||
Total Investments In Securities
(Cost $1,712,722,824)* |
95.4 | % | $ | 1,844,959,771 | ||||||||
Other Assets and
Liabilities-Net |
4.6 | 88,437,211 | ||||||||||
Net Assets
|
100.0 | % | $ | 1,933,396,982 | ||||||||
X
|
Fair value determined by ING Funds Valuation Committee appointed by the Funds Board of Directors/Trustees. | |
AUD
|
Australian Dollar | |
CAD
|
Canadian Dollar | |
DKK
|
Danish Krone | |
EUR
|
EU Euro | |
GBP
|
British Pound | |
HKD
|
Hong Kong Sar Dollar | |
NZD
|
New Zealand Dollar | |
SEK
|
Swedish Franc | |
SGD
|
Singapore Dollar | |
*
|
Cost for federal income tax purposes is
$1,737,542,269. Net unrealized appreciation consists of: |
Gross Unrealized Appreciation
|
$ | 148,949,431 | ||
Gross Unrealized Depreciation
|
(41,531,929 | ) | ||
Net Unrealized Appreciation
|
$ | 107,417,502 | ||
Percentage of | ||||
Industry | Net Assets | |||
Aerospace/Defense
|
1.0 | % | ||
Agriculture
|
5.3 | |||
Banks
|
23.7 | |||
Beverages
|
3.1 | |||
Building Materials
|
0.5 | |||
Chemicals
|
2.1 | |||
Coal
|
1.4 | |||
Currency Option
|
0.0 | |||
Diversified Financial Services
|
3.3 | |||
Electric
|
9.6 | |||
Entertainment
|
1.9 | |||
Food
|
1.4 | |||
Index Option
|
0.6 | |||
Insurance
|
2.1 | |||
Investment Companies
|
0.5 | |||
Iron/ Steel
|
0.5 | |||
Machinery Diversified
|
0.6 | |||
Media
|
1.5 | |||
Metal Fabricate/ Hardware
|
0.0 | |||
Miscellaneous Manufacturing
|
1.0 | |||
Oil & Gas
|
8.1 | |||
Pharmaceuticals
|
6.0 | |||
Pipelines
|
3.0 | |||
Real Estate
|
1.0 | |||
Real Estate Investment Trusts
|
1.4 | |||
Retail
|
1.0 | |||
Savings & Loans
|
1.8 | |||
Semiconductors
|
0.5 | |||
Telecommunications
|
10.9 | |||
Water
|
1.6 | |||
Other Assets and Liabilities-Net
|
4.6 | |||
Net Assets
|
100.0 | % | ||
Written Call Options
# of | Expiration | Premiums | ||||||||||||||||||||||||
Contracts | Counterparty | Description | Date | Strike | Received | Value | ||||||||||||||||||||
659,000 | Goldman Sachs | Australia & New Zealand Banking Group Ltd. | 03/14/07 | 29.000 | AUD | $ | 388,699 | $ | (336,090 | ) | ||||||||||||||||
457,000 | BNP Paribas | Fosters Group Ltd. | 03/14/07 | 6.700 | AUD | 89,981 | (10,313 | ) | ||||||||||||||||||
593,000 | Goldman Sachs | GPT Group | 03/14/07 | 5.400 | AUD | 76,035 | (2,280 | ) | ||||||||||||||||||
313,000 | Merrill Lynch | Publishing & Broadcasting Ltd. | 03/14/07 | 20.440 | AUD | 162,179 | (4,883 | ) | ||||||||||||||||||
344,000 | Goldman Sachs | Suncorp-Metway Ltd. | 03/14/07 | 21.680 | AUD | 185,690 | (174,286 | ) | ||||||||||||||||||
176,000 | Goldman Sachs | Tabcorp Holdings Ltd. | 03/14/07 | 17.470 | AUD | 65,863 | (36 | ) | ||||||||||||||||||
299,000 | Goldman Sachs | Westfield Group | 03/14/07 | 21.840 | AUD | 138,877 | (207,323 | ) | ||||||||||||||||||
149,000 | Goldman Sachs | TransCanada Corp. | 03/14/07 | 38.690 | CAD | 114,102 | (47,569 | ) | ||||||||||||||||||
357,000 | Merrill Lynch | Danske Bank A/S | 03/14/07 | 261.500 | DKK | 465,033 | (294,431 | ) | ||||||||||||||||||
469,000 | BNP Paribas | ABN AMRO Holding NV | 03/14/07 | 25.135 | EUR | 457,502 | (935,691 | ) | ||||||||||||||||||
791,000 | Deutsche Bank, AG | Deutsche Telekom AG | 03/14/07 | 14.456 | EUR | 488,139 | (23,294 | ) | ||||||||||||||||||
115,000 | Goldman Sachs | E. ON AG | 03/14/07 | 99.780 | EUR | 571,615 | (655,182 | ) | ||||||||||||||||||
1,922,000 | Citibank, N.A., London | Enel S.p.A. | 03/14/07 | 8.032 | EUR | 459,271 | (90,568 | ) | ||||||||||||||||||
465,000 | Morgan Stanley | ENI S.p.A. | 03/14/07 | 25.030 | EUR | 365,768 | (740 | ) | ||||||||||||||||||
355,000 | JPMorgan Chase, London | Fortis | 03/14/07 | 32.300 | EUR | 437,693 | (332,405 | ) | ||||||||||||||||||
352,000 | JPMorgan Chase, London | France Telecom S.A. | 03/14/07 | 21.647 | EUR | 346,354 | (24,385 | ) | ||||||||||||||||||
2,093,000 | Merrill Lynch | Intesa Sanpado S.p.A. | 03/14/07 | 5.999 | EUR | 400,756 | (449 | ) | ||||||||||||||||||
658,000 | ABN AMRO | Royal KPN NV | 03/14/07 | 11.528 | EUR | 423,939 | (256,420 | ) | ||||||||||||||||||
405,000 | Merrill Lynch | Mediaset S.p.A. | 03/14/07 | 9.218 | EUR | 141,471 | (9,006 | ) | ||||||||||||||||||
436,000 | Goldman Sachs | Royal Dutch Shell PLC | 03/14/07 | 26.570 | EUR | 374,544 | (3,891 | ) |
24
# of | Expiration | Premiums | ||||||||||||||||||||||||
Contracts | Counterparty | Description | Date | Strike | Received | Value | ||||||||||||||||||||
3,801,000 | Merrill Lynch | Telecom Italia S.p.A. | 03/14/07 | 1.980 | EUR | $ | 334,392 | $ | (71,524 | ) | ||||||||||||||||
1,744,000 | ABN AMRO | UniCredito Italiano S.p.A. | 03/14/07 | 7.247 | EUR | 376,801 | (31,505 | ) | ||||||||||||||||||
479,000 | JPMorgan Chase, London | Aviva PLC | 03/14/07 | 8.490 | GBP | 249,991 | (29,524 | ) | ||||||||||||||||||
1,390,000 | Goldman Sachs | BP PLC | 03/14/07 | 5.500 | GBP | 450,501 | (54,814 | ) | ||||||||||||||||||
535,000 | Goldman Sachs | British American Tobacco PLC | 03/14/07 | 15.0163 | GBP | 463,152 | (614,074 | ) | ||||||||||||||||||
819,000 | ABN AMRO | Diageo PLC | 03/14/07 | 10.002 | GBP | 402,261 | (299,238 | ) | ||||||||||||||||||
1,458,000 | Deutsche Bank, AG | DSG International PLC | 03/14/07 | 1.7267 | GBP | 196,319 | (75,412 | ) | ||||||||||||||||||
535,000 | Morgan Stanley | GlaxoSmithkline PLC | 03/14/07 | 14.050 | GBP | 468,059 | (413,387 | ) | ||||||||||||||||||
1,726,000 | JPMorgan Chase, London | Lloyds TSB Group PLC | 03/14/07 | 5.8793 | GBP | 633,985 | (195,175 | ) | ||||||||||||||||||
395,000 | Merrill Lynch | Royal Bank of Scotland Group PLC | 03/14/07 | 21.053 | GBP | 429,596 | (24,155 | ) | ||||||||||||||||||
12,037,000 | BNP Paribas | PetroChina Co., Ltd. | 03/14/07 | 9.910 | HKD | 633,685 | (9,169 | ) | ||||||||||||||||||
1,392,000 | Merrill Lynch | Telecom Corp. of New Zealand Ltd. | 03/14/07 | 5.130 | NZD | 169,716 | (2,374 | ) | ||||||||||||||||||
141,000 | Merrill Lynch | Volvo AB | 03/14/07 | 508.550 | SEK | 360,610 | (661,907 | ) | ||||||||||||||||||
394,000 | Societe Generale | United Overseas Bank Ltd. | 03/14/07 | 19.100 | SGD | 134,592 | (345,010 | ) | ||||||||||||||||||
229,000 | ABN AMRO | Altria Group, Inc. | 03/14/07 | 88.3091 | USD | 713,792 | (19,562 | ) | ||||||||||||||||||
94,000 | UBS AG, London | Ameren Corporation | 03/14/07 | 53.080 | USD | 99,640 | (23,837 | ) | ||||||||||||||||||
105,000 | Goldman Sachs | American Capital Strategies, Ltd. | 03/14/07 | 47.650 | USD | 127,050 | (41,590 | ) | ||||||||||||||||||
564,000 | BNP Paribas | AT&T Inc. | 03/14/07 | 36.920 | USD | 603,480 | (108,513 | ) | ||||||||||||||||||
371,000 | ABN AMRO | Bank of America Corp. | 03/14/07 | 52.089 | USD | 423,681 | (59,698 | ) | ||||||||||||||||||
376,000 | UBS AG, London | Bristol-Myers Squibb Co. | 03/14/07 | 26.440 | USD | 308,320 | (195,484 | ) | ||||||||||||||||||
364,000 | ABN AMRO | Citigroup Inc. | 03/14/07 | 53.995 | USD | 442,624 | (1,220 | ) | ||||||||||||||||||
174,000 | Goldman Sachs | Citizens Communications Co. | 03/14/07 | 14.380 | USD | 71,340 | (136,828 | ) | ||||||||||||||||||
87,000 | Deutsche Bank, AG | Cia Siderurgica Nacional SA | 03/14/07 | 29.2273 | USD | 120,782 | (509,748 | ) | ||||||||||||||||||
155,000 | Societe Generale | Consolidated Edison, Inc. | 03/14/07 | 47.640 | USD | 133,781 | (182,536 | ) | ||||||||||||||||||
54,000 | Deutsche Bank, AG | Developers Diversified Realty Corp. | 03/14/07 | 65.100 | USD | 78,743 | (72,870 | ) | ||||||||||||||||||
358,000 | Deutsche Bank, AG | Dow Chemical Co. | 03/14/07 | 42.4988 | USD | 426,020 | (659,871 | ) | ||||||||||||||||||
400,000 | ABN AMRO | Duke Energy Corp. | 03/14/07 | 18.7152 | USD | 158,800 | (419,973 | ) | ||||||||||||||||||
94,000 | ABN AMRO | Equity Residential | 03/14/07 | 55.220 | USD | 146,922 | (2,491 | ) | ||||||||||||||||||
198,000 | Merrill Lynch | KeyCorp | 03/14/07 | 37.535 | USD | 149,292 | (109,040 | ) | ||||||||||||||||||
351,000 | Societe Generale | Merck & Co. Inc. | 03/14/07 | 46.440 | USD | 474,341 | (49,194 | ) | ||||||||||||||||||
88,000 | Goldman Sachs | Petroleo Brasileiro S.A. | 03/14/07 | 87.990 | USD | 315,920 | (10,501 | ) | ||||||||||||||||||
738,000 | Deutsche Bank, AG | Pfizer Inc. | 03/14/07 | 26.300 | USD | 523,980 | (31,372 | ) | ||||||||||||||||||
272,000 | Merrill Lynch | Southern Co. | 03/14/07 | 36.370 | USD | 190,944 | (49,460 | ) | ||||||||||||||||||
188,000 | Deutsche Bank, AG | Tele Norte Leste Participacoes S.A. | 03/14/07 | 13.4146 | USD | 123,572 | (35,663 | ) | ||||||||||||||||||
423,000 | Deutsche Bank, AG | US BanCorp | 03/14/07 | 35.350 | USD | 290,093 | (269,786 | ) | ||||||||||||||||||
141,000 | Merrill Lynch | UST Inc. | 03/14/07 | 57.620 | USD | 255,915 | (164,248 | ) | ||||||||||||||||||
265,000 | ABN AMRO | Wachovia Corp. | 03/14/07 | 56.221 | USD | 354,570 | (114,637 | ) | ||||||||||||||||||
442,000 | Societe Generale | Washington Mutual, Inc. | 03/14/07 | 44.680 | USD | 473,691 | (129,233 | ) | ||||||||||||||||||
$ | 18,464,464 | $ | (9,633,865 | ) | ||||||||||||||||||||||
Total Premiums Received:
|
$ | 18,464,464 | ||
Total Liabilities for Call Options Written:
|
$ | 9,633,865 |
25
Supplemental Option Information (Unaudited)
Supplemental Call Option Statistics as of
February 28, 2007
|
||
% of Total Net Assets against which calls written
|
33% | |
Average Days to Expiration
|
14 days | |
Average Call Moneyness* at time written
|
ATM | |
Premium received for calls
|
$18,464,464 | |
Value of calls
|
$(9,633,865) | |
Supplemental Put Option Statistics as of
February 28, 2007
|
||
% of Total Net Assets against which Currency puts
purchased
|
25% | |
Average Days to Expiration
|
60 days | |
% of Total Net Assets against which Index puts
purchased
|
50% | |
Average Days to Expiration
|
49 days | |
Average Currency Put Moneyness* at time purchased
|
5% OTM | |
Average Index Put Moneyness* at time purchased
|
5% OTM | |
Premium Paid for puts
|
$9,903,837 | |
Value of puts
|
$11,207,795 |
* | 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. |
26
Dividends paid during the year ended February 28, 2007 were as follows:
Fund Name | Type | Per Share Amount | ||||||
ING Global Equity Dividend and Premium
Opportunity Fund
|
NII | $ | 0.6814 | |||||
STCG | $ | 1.1401 | ||||||
LTCG | $ | 0.0133 | ||||||
ROC | $ | 0.0372 |
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
ING Global Equity Dividend and Premium Opportunity Fund, Class I Trustees
1. | To elect four Class I Trustees to represent the interests of the holders of Common Shares of the Fund until the election and qualification of their successors. |
ING Global Equity Dividend and Premium Opportunity Fund, Class II Trustees
2. | To elect two Class II Trustees to represent the interests of the holders of Common Shares of the Fund until the election and qualification of their successors. |
ING Global Equity Dividend and Premium Opportunity Fund, Class III Trustees
3. | To elect one new Class III Trustee to represent the interests of the holders of Common Shares of the Fund until the election and qualification of his successor. |
Shares voted | ||||||||||||||||||||
Shares | against or | Shares | Total | |||||||||||||||||
Proposal | voted for | withheld | abstained | Shares Voted | ||||||||||||||||
Class I Trustees
|
R. Barbara Gitenstein | 87,766,052.476 | 699,693.000 | | 88,465,745.476 | |||||||||||||||
Jock Patton | 87,795,861.476 | 669,884.000 | | 88,465,745.476 | ||||||||||||||||
David W.C. Putnam | 87,786,778.476 | 678,967.000 | | 88,465,745.476 | ||||||||||||||||
John G. Turner | 87,788,083.476 | 677,662.000 | | 88,465,745.476 | ||||||||||||||||
Class II Trustees
|
Patricia W. Chadwick | 87,782,262.476 | 683,483.000 | | 88,465,745.476 | |||||||||||||||
Sheryl K. Pressler | 87,760,389.476 | 705,356.000 | | 88,465,745.476 | ||||||||||||||||
Class III Trustees
|
Shaun P. Mathews | 87,790,876.476 | 674,869.000 | | 88,465,745.476 |
28
The business and affairs of the Fund are managed under the direction of the Funds Board. A Trustee who is not an interested person of the Fund, as defined in the 1940 Act, is an independent trustee (Independent Trustee). The Trustees and Officers of the Fund 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.
Principal | ||||||
Position(s) | Term of Office | Occupation(s) | ||||
held with | and Length of | during the Past Five | ||||
Name, Address and Age | Fund | Time Served(1) | Years | |||
Independent Trustees:
|
||||||
John V. Boyer(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53 |
Trustee | February 2005 Present | President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 Present). Formerly, Executive Director, The Mark Twain House & Museum(3) (September 1989 November 2005). | |||
Patricia W. Chadwick(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58 |
Trustee | January 2006 Present | Consultant and President of self- owned company, Ravengate Partners LLC (January 2000 Present). | |||
J. Michael Earley(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61 |
Trustee | February 2005 Present | President, Chief Executive Officer and Director, Bankers Trust Company, N.A., Des Moines (June 1992 Present). | |||
R. Barbara Gitenstein(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 59 |
Trustee | February 2005 Present | President, College of New Jersey (January 1999 Present). | |||
Patrick W. Kenny(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 64 |
Trustee | February 2005 Present | President and Chief Executive Officer, International Insurance Society (June 2001 Present). | |||
Jock Patton(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61 |
Chairman and Trustee | February 2005 Present | Private Investor (June 1997 Present). | |||
Sheryl K. Pressler(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 56 |
Trustee | January 2006 Present | Consultant (May 2001 Present). | |||
David W.C. Putnam(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67 |
Trustee | February 2005 Present | Chair, Board of Directors and President, F.L. Putnam Securities Company, Inc. (June 1978 Present). | |||
Roger B. Vincent(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61 |
Trustee | February 2005 Present | President, Springwell Corporation (March 1989 Present). |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Number of | ||||
Funds | ||||
in Fund | ||||
Complex | ||||
Overseen | Other Directorships | |||
Name, Address and Age | by Trustee | held by Trustee | ||
Independent Trustees:
|
||||
John V. Boyer(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53 |
174 | None | ||
Patricia W. Chadwick(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58 |
174 | Wisconsin Energy (June 2006 Present). | ||
J. Michael Earley(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61 |
174 | Midamerica Financial Corporation (December 2002 Present). | ||
R. Barbara Gitenstein(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 59 |
174 | None | ||
Patrick W. Kenny(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 64 |
174 | Assured Guaranty Ltd. (April 2004 Present); and Odyssey Reinsurance Holdings (November 2006 Present). | ||
Jock Patton(2) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61 |
174 | JDA Software Group, Inc. (January 1999 Present); and Swift Transportation Co. (March 2004 Present). | ||
Sheryl K. Pressler(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 56 |
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(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67 |
174 | Principled Equity Market Trust (December 1996 Present); and Asian American Bank and Trust Company (June 1993 Present). | ||
Roger B. Vincent(4) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 61 |
174 | UGI Corporation (February 2006 Present); and UGI Utilities, Inc. (February 2006 Present). |
29
Principal | ||||||
Position(s) | Term of Office | Occupation(s) | ||||
held with | and Length of | during the Past Five | ||||
Name, Address and Age | Fund | Time Served(1) | Years | |||
Trustees who are Interested
Persons:
|
||||||
Shaun P. Mathews(5) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51 |
Trustee | June 2006 Present | President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC (December 2006 Present); and Head of ING USFS Mutual Funds and Investment Products (October 2004 Present). Formerly, CMO, ING USFS (April 2002 October 2004); and Head of Rollover/ Payout (October 2001 December 2003). | |||
John G. Turner(5) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67 |
Trustee | February 2005 Present | Retired. |
[Additional columns below]
[Continued from above table, first column(s) repeated]
Number of | ||||
Funds | ||||
in Fund | ||||
Complex | ||||
Overseen | Other Directorships | |||
Name, Address and Age | by Trustee | held by Trustee | ||
Trustees who are Interested
Persons:
|
||||
Shaun P. Mathews(5) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51 |
4 | Mark Twain House & Museum(3) (September 2002 Present); Connecticut Forum (May 2002 Present); Capital Community College Foundation (February 2002 Present); ING Services Holding Company, Inc. (May 2000 Present); Southland Life Insurance Company (June 2002 Present); and ING Capital Corporation, LLC, ING Funds Distributor, LLC, ING Funds Services, LLC, ING Investments, LLC and ING Pilgrim Funding, Inc. (March 2006 Present). | ||
John G. Turner(5) 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 67 |
174 | Hormel Foods Corporation (March 2000 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) | Valuation, Proxy and Brokerage Committee member. |
(3) | Shaun Mathews, President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC and Head of 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 makes non-material, charitable contributions to The Mark Twain House & Museum. |
(4) | Audit Committee member. |
(5) | Mr. Mathews and Mr. Turner are interested persons, as defined under the 1940 Act, because of their affiliation with ING Groep, the parent corporation of the Investment Adviser, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC. |
30
Term of Office | ||||||
Position(s) Held | and Length of | Principal Occupation(s) | ||||
Name, Address and Age | with the Fund | Time Served(1) | during the Past Five Years | |||
Officers:
|
||||||
Shaun P. Mathews 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51 |
President and Chief Executive Officer | November 2006 Present | President and Chief Executive Officer, ING Investments, LLC and ING Funds Services, LLC (December 2006 Present); and Head of ING USFS Mutual Funds and Investment Products (October 2004 Present). Formerly, CMO, ING USFS (April 2002 October 2004); and Head of Rollover/ Payout (October 2001 December 2003). | |||
Michael J. Roland 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 48 |
Executive Vice President | January 2005 Present | Head of Mutual Fund Platform (February 2007 Present); and Executive Vice President, ING Investments, LLC and ING Funds Services, LLC (December 2001 Present). Formerly, Head of Product Management (January 2005 January 2007); Chief Compliance Officer, ING Investments, LLC and Directed Services, LLC (October 2004 December 2005); and Chief Financial Officer and Treasurer, ING Investments, LLC (December 2001 March 2005). | |||
Stanley D. Vyner 230 Park Ave. New York, New York 10169 Age: 56 |
Executive Vice President | January 2005 Present | Executive Vice President, ING Investments, LLC (July 2000 Present); and Chief Investment Risk Officer, ING Investments, LLC (January 2003 Present). Formerly, Chief Investment Officer of International Investments (August 2000 January 2003). | |||
Joseph M. ODonnell 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 52 |
Executive Vice President Chief Compliance Officer |
March 2006 Present January 2005 Present |
Chief Compliance Officer of the ING Funds (November 2004 Present); ING Investments, LLC and Directed Services, LLC (March 2006 Present); and Executive Vice President of the ING Funds (March 2006 Present). Formerly, Chief Compliance Officer of ING Life Insurance and Annuity Company (March 2006 December 2006); Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 October 2004). | |||
Robert S. Naka 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43 |
Executive Vice President and Chief Operating
Officer Assistant Secretary |
March 2006 Present January 2005 Present |
Executive Vice President and Chief Operating Officer, ING Funds Services, LLC and ING Investments, LLC (March 2006 Present); and Assistant Secretary, ING Funds Services, LLC (October 2001 Present). Formerly, Senior Vice President, ING Investments, LLC (August 1999 March 2006). | |||
Todd Modic 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 39 |
Senior Vice President, Chief, Principal Financial Officer and Assistant Secretary | May 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 of Financial Reporting, ING Investments, LLC (March 2001 September 2002). |
31
Term of Office | ||||||
Position(s) Held | and Length of | Principal Occupation(s) | ||||
Name, Address and Age | with the Fund | Time Served(1) | during the Past Five Years | |||
Kimberly A. Anderson 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 42 |
Senior Vice President | January 2005 Present | Senior Vice President, ING Investments, LLC (October 2003 Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC (January 2001 October 2003). | |||
Ernest J. CDeBaca 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 37 |
Senior Vice President | May 2006 Present | Senior Vice President, ING Investments, LLC (December 2006 Present); and ING Funds Services, LLC (April 2006 Present). Formerly, Counsel, ING Americas, U.S. Legal Services (January 2004 March 2006); and Attorney-Adviser, U.S. Securities and Exchange Commission (May 2001 December 2003). | |||
Robert Terris 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 36 |
Senior Vice President | May 2006 Present | Senior Vice President, Head of Division Operations, ING Funds (May 2006 Present); and Vice President, Head of Division Operations, ING Funds Services, LLC (March 2006 Present). Formerly, Vice President of Administration, ING Funds Services, LLC (October 2001 March 2006). | |||
Robyn L. Ichilov 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 39 |
Vice President and Treasurer |
January 2005 Present | Vice President and Treasurer, ING Funds Services, LLC (October 2001 Present) and ING Investments, LLC (August 1997 Present). | |||
Lauren D. Bensinger 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53 |
Vice President | January 2005 Present | Vice President and Chief Compliance Officer, ING Funds Distributor, LLC (July 1995 Present); and Vice President (February 1996 Present); and Director of Compliance, ING Investments, LLC (October 2004 Present). Formerly, Chief Compliance Officer, ING Investments, LLC (October 2001 October 2004). | |||
Maria M. Anderson 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 48 |
Vice President | January 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 of Fund Accounting and Fund Compliance, ING Investments, LLC (September 1999 October 2001). | |||
Denise Lewis 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43 |
Vice President | January 2007 Present | Vice President, ING Funds Services, LLC (December 2006 Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 December 2006); and Vice President, Wells Fargo Funds Management, LLC (December 2000 August 2003). |
32
Term of Office | ||||||
Position(s) Held | and Length of | Principal Occupation(s) | ||||
Name, Address and Age | with the Fund | Time Served(1) | during the Past Five Years | |||
Kimberly K. Palmer 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 49 |
Vice President | March 2006 Present | Vice President, ING Funds Services, LLC (March 2006 Present). Formerly, Assistant Vice President, ING Funds Services, LLC (August 2004 March 2006); 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). | |||
Susan P. Kinens 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 30 |
Assistant Vice President | January 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. | |||
Huey P. Falgout, Jr. 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 43 |
Secretary | January 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 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44 |
Assistant Secretary | January 2005 Present | Counsel, ING Americas, U.S. Legal Services (April 2003 Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 April 2003). |
(1) | The officers hold office until the next annual meeting of the Trustees and until their successors have been elected and qualified. |
33
BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS
Section 15(c) of the 1940 Act provides that, after an initial period, the existing investment advisory and sub-advisory contracts of ING Global Equity Dividend and Premium Opportunity Fund (the Fund) remain in effect only if the Board of the Fund, including a majority of the Trustees who have no direct or indirect interest in the advisory and sub-advisory contracts, and who are not interested persons of the Fund, as such term is defined under the 1940 Act (the Independent Trustees), annually review and renew them. In this regard, at a meeting held on November 9, 2006 the Board, including a majority of the Independent Trustees, considered whether to renew the investment advisory contract (the Advisory Contract) between ING Investments, LLC (the Adviser) and the Fund and the sub-advisory contract (Sub-Advisory Contract) with ING Investment Management Co. (ING IM or the Sub-Adviser).
The Independent Trustees also held separate meetings on October 12, 2006 and November 7, 2006 to consider renewals of the Advisory Contract and Sub-Advisory Contract. Thus, references herein to factors considered and determinations made by the Independent Trustees include, as applicable, factors considered and determinations made on those earlier dates.
At the November 9, 2006 meeting, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund. In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual review process. The Boards determination took into account a number of factors that its members believed, in light of the legal advice furnished to them by Kirkpatrick & Lockhart Nicholson Graham LLP (K&LNG), their independent legal counsel, and their own business judgment, to be relevant. Further, while the Advisory Contract and Sub-Advisory Contract for the Fund were considered at the same Board meeting, the Trustees considered the Funds advisory and sub-advisory relationships separately.
Provided below is an overview of the Boards contract approval process in general, as well as a discussion of certain of the specific factors the Board considered at the November 9, 2006 meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its consideration, discussed below are a number of the primary factors relevant to the Boards consideration as to whether to renew the Advisory and Sub-Advisory Contracts for the one-year period ending November 30, 2007. Each Trustee may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Funds advisory and sub-advisory arrangements.
Overview of the Contract Renewal and Approval Process
In 2003, the Independent Trustees determined to undertake steps to further enhance the process under which the Board determines whether to renew existing advisory and sub-advisory arrangements for the Funds in the ING Funds complex, including the Funds existing Advisory and Sub-Advisory Contracts, and to approve new advisory and sub-advisory arrangements. Among these measures, the Board: retained the services of an independent consultant with experience in the mutual fund industry to assist the Independent Trustees in working with the personnel employed by the Adviser or its affiliates who administer the Fund (Management) to identify the types of information presented to the Board to inform its deliberations with respect to advisory and sub-advisory relationships; established the format in which the information requested by the Board is provided to the Board; and determined the process for reviewing such information in connection with the Advisory and Sub-Advisory Contract renewal process. The end result was the implementation of the current process relied upon by the Board to review and analyze information in connection with the annual renewal of the Funds Advisory and Sub-Advisory Contracts, as well as its review and approval of new advisory relationships.
Since the foregoing approval and renewal process was implemented, the Board regularly has reviewed and refined the process. In addition, the Board established a Contracts Committee and two Investment Review Committees, including the International/ Balanced/ Fixed Income Funds Investment Review Committee (the I/ B/ F IRC). The type and format of the information provided to the Board or its counsel to inform its approval and annual review and renewal process has been codified in the 15(c) Methodology Guide (the Methodology Guide) for the Funds in the ING Funds complex, including the Fund. The
34
Methodology Guide was developed under the direction of the Independent Trustees, and sets out a written blueprint under which the Independent Trustees request certain information necessary to facilitate a thorough and informed review in connection with the annual Advisory and Sub-Advisory Contract renewal process. Management provides Fund-specific information to the Independent Trustees based on the Methodology Guide through Fund Analysis and Comparison Tables or FACT sheets prior to the Independent Trustees review of Advisory and Sub-Advisory Contracts. In 2005, the Independent Trustees retained an independent firm to verify and test the accuracy of certain of this information for a representative sample of Funds in the ING Funds complex (other than the Fund). The Independent Trustees have determined to conduct such testing periodically.
As part of a regular on-going process, the Boards Contracts Committee recommends or considers recommendations from Management for refinements and other changes to the Methodology Guide and other aspects of the review process, and the I/B/F IRC reviews benchmarks used to assess the performance of the Fund. The I/B/F IRC also meets regularly with the Adviser and periodically with ING IM.
The Board employed its process for reviewing contracts when considering the renewals of the Advisory and Sub-Advisory Contracts that would be effective through November 30, 2007. A number of the Boards primary considerations and conclusions resulting from this process are discussed below.
Nature, Extent and Quality of Service
In determining whether to approve the Advisory Contract and Sub-Advisory Contract for the Fund for the year ending November 30, 2007, the Independent Trustees received and evaluated such information as they deemed necessary regarding the nature, extent and quality of services provided to the Fund by the Adviser and ING IM. This included information regarding the Adviser and ING IM provided throughout the year at regular Board meetings, as well as information furnished for the November 9, 2006 Board meeting, which was held specifically to consider contracts renewals for the period ending November 30, 2007. In addition, the Boards Independent Trustees also held meetings on October 12 and November 7, prior to the November 9, 2006 meeting of the full Board, to consider the annual renewal of the Advisory and Sub-Advisory Contracts.
The materials requested by and provided to the Board and/or to K&LNG prior to the November 2006 Board meeting included the following items: (1) FACT sheets for the Fund that provided information about the performance and expenses of the Fund and other similarly managed funds in a selected peer group (Selected Peer Group), as well as information about the Funds investment portfolio, objectives and strategies; (2) the Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which benchmarks and Selected Peer Groups were selected and how profitability was determined; (3) responses from the Adviser and ING IM to a detailed series of questions posed by K&LNG; (4) copies of the forms of Advisory Contract and Sub-Advisory Contract; (5) copies of the Forms ADV for the Adviser and the Sub-Adviser; (6) financial statements for the Adviser and the Sub-Adviser; (7) drafts of a narrative summary addressing key factors the Board customarily considers in evaluating the renewals of Advisory Contract and Sub-Advisory Contract, including a written analysis of how the Funds performance and fees compare to its Selected Peer Group and/or designated benchmarks; and (8) other information relevant to the Boards evaluations.
The Funds common shares were used for purposes of certain comparisons to the funds in its Selected Peer Group. Common shares were for purposes of comparison because they are the only Fund class issued and outstanding. The common shares were compared to the analogous class of shares for each fund in the Selected Peer Group. The mutual funds chosen for inclusion in the Funds Selected Peer Group were selected based upon criteria designed to mirror the class being compared to the Selected Peer Group.
In arriving at its conclusions with respect to the Advisory Contract, the Board was mindful of the manager-of-managers platform of the ING Funds. The Board also considered the techniques that the Adviser developed, at the Boards direction, to screen and perform due diligence on sub-advisers that are recommended to the Board to manage the Funds in the ING Funds complex. The Board noted the resources that the Adviser has committed to the Board and the I/B/F IRC to assist the Board and members of the I/B/F IRC with their assessment of the investment performance of the Fund on an ongoing
35
basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the I/ B/ F IRC to analyze the key factors underlying investment performance for the Fund. The Board also noted the techniques used by the Adviser to monitor the performance of ING IM.
In considering the Advisory Contract, the Board also considered the extent of benefits provided to the Funds shareholders, beyond advisory services, from being part of the ING family of Funds. The Board also took into account the Advisers extensive efforts in recent years to reduce the expenses of the ING Funds through re-negotiated arrangements with the ING Funds service providers.
Further, the Board received periodic reports showing that the Funds investment policies and restrictions were consistently complied with and other periodic reports covering matters such as compliance by Adviser and Sub-Adviser personnel with codes of ethics. The Board considered reports from the Funds Chief Compliance Officer (CCO) evaluating the regulatory compliance systems of the Adviser and the Sub-Adviser and procedures reasonably designed by them to assure compliance with the federal securities laws, including those related to late trading and market timing, best execution, fair value pricing, proxy voting procedures, and trade allocation, among others. The Board considered the implementation by the Adviser and ING IM of enhanced compliance policies and procedures in response to SEC rule changes and other regulatory initiatives. The Board also took into account the CCOs annual and periodic reports with respect to service provider compliance and his recommendations regarding service providers compliance programs. In this regard, the Board also considered the policies and procedures developed by the CCO in consultation with the Boards Compliance Committee that guide the CCOs compliance oversight function.
The Board reviewed the level of staffing, quality and experience of the Funds portfolio management team. The Board took into account the respective resources and reputations of the Adviser and ING IM, and evaluated the ability of the Adviser and ING IM to attract and retain qualified investment advisory personnel. The Board also considered the adequacy of the resources committed to the Fund (and other relevant funds in the ING Funds complex) by the Adviser and ING IM, and whether those resources are commensurate with the needs of the Funds and are appropriate to attempt to sustain expected levels of performance, compliance, and other needs.
Based on their deliberations and the materials presented to them, the Board concluded that the advisory and related services provided by the Adviser and Sub-Adviser are appropriate in light of the Funds operations, the competitive landscape of the investment company business, and investor needs, and that the nature and quality of the overall services provided by the Adviser and ING IM were appropriate.
Performance
In assessing advisory and sub-advisory relationships, the Board placed emphasis on the investment performance of the Fund, taking into account the importance of such performance to the Funds shareholders. While the Board considered the performance reports and discussions with portfolio managers at Board and Committee meetings during the year, particular attention in assessing performance was given to the Fund FACT sheets furnished in advance of the November meeting of the Independent Trustees. The FACT sheet prepared for the Fund included its investment performance compared to the Morningstar category median, Selected Peer Group and the Funds primary benchmark. The Boards findings specific to the Funds performance are discussed under Specific Factors Considered, below.
Economies of Scale
In considering the reasonableness of advisory fees, the Board also considered whether economies of scale will be realized by the Adviser as the Fund grows larger and the extent to which this is reflected in the level of management fee rates charged. In this regard, the Board considered the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints, taking into account that the Fund is a closed-end Fund.
In evaluating economies of scale, the Independent Trustees also considered a management report presented to them and considered an evaluation and analysis presented to them on November 8, 2006 by an independent consultant.
36
Information about Services to Other Clients
The Board requested, and if received considered, information about the nature of services and fee rates offered by the Adviser and ING IM to other clients, including other registered investment companies and institutional accounts. The Board also noted that the fee rates charged to the Fund and similar institutional clients may differ materially due to the different services and additional regulatory overlay associated with registered investment companies, such as the Fund.
Fee Rates and Profitability
The Board reviewed and considered the contractual investment advisory fee rate, combined with the administrative fee rate, payable by the Fund to the Adviser. The Board also considered the contractual sub-advisory fee rate payable by the Adviser to the Sub-Adviser for sub-advisory services.
The Board considered the Funds fee structure as it relates to the services provided under the Contracts, and the potential fall-out benefits to the Adviser and ING IM, and their respective affiliates, from their association with the Fund. For the Fund, the Board determined that the fees payable to the Adviser and ING IM reasonable for the services that each performs, which were considered in light of the nature and quality of the services that each has performed and is expected to perform through the year ending November 30, 2007.
The Board considered on revenues, costs and profits realized by the Adviser, which was prepared by Management in accordance with the allocation methodology (including assumptions) specified in the Methodology Guide. In analyzing the profitability of the Adviser in connection with its services to the Fund, the Board took into account the sub-advisory fee rate payable by the Adviser to ING IM with respect to the Fund. The Board also considered information that it requested and was provided by Management with respect to the profitability of service providers affiliated with the Adviser, as well as information provided by ING IM with respect to its profitability.
The Board determined that it had requested and received sufficient information to gain a reasonable understanding regarding the Advisers and ING IMs profitability. The Board also recognized that profitability analysis is not an exact science and there is no uniform methodology for determining profitability for this purpose. In this context, the Board realized that Managements calculations regarding its costs incurred in establishing the infrastructure necessary for the operations of the Funds in the ING Funds complex may not be fully reflected in the expenses allocated to each ING Fund (including the Fund) in determining profitability, and that the information presented may not portray all of the costs borne by Management nor capture Managements entrepreneurial risk associated with offering and managing a mutual fund complex in todays regulatory environment.
Based on the information on revenues, costs, and profitability considered by the Board, after considering the factors described in this section, the Board concluded that the profits, if any, realized by the Adviser and ING IM were not excessive.
Specific Factors Considered
The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 2006 meeting in relation to renewing the Funds Advisory Contract and its Sub-Advisory Contract for the year ending November 30, 2007. These specific factors are in addition to those considerations discussed above. The Funds performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index that appears in the Funds prospectus. The Funds management fee and expense ratio were compared to the fees and expense ratios of the funds in its Selected Peer Group.
In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Global Equity Dividend and Premium Opportunity Fund, the Board considered that, based on performance data for the periods ended June 30, 2006: (1) the Fund outperformed its Morningstar category median and its primary benchmark for the most recent calendar quarter and the year-to-date periods, but underperformed both performance measures for the one-year period; and (2) the Fund is ranked in the second quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods, and in the fifth (lowest) quintile of its Morningstar category for the one-year period.
In analyzing this performance data, the Board took into account that: (1) the Fund launched in March 2005, and therefore has a limited operating history for purposes of analyzing Fund performance; and
37
(2) in January 2006 there was a change in the Funds portfolio management team, and performance had improved since the implementation of that change.
In considering the fees payable under the Advisory and Sub-Advisory Contracts for ING Global Equity Dividend and Premium Opportunity Fund, Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that do not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Global Equity Dividend and Premium Opportunity Fund, as compared to its Selected Peer Group, including that: (a) the management fee (inclusive of the advisory fee and a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Fund is below the median and the average expense ratios of the funds in its Selected Peer Group. In analyzing this fee data, the Board took into account fee waivers in place for the Fund through April 2010.
After its deliberation, the Board reached the following conclusions: (1) the Funds management fee rate is reasonable in the context of all factors considered by the Board; (2) the Funds expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund was launched in March 2005 and a change in portfolio managers was implemented in January 2006, and it is reasonable to permit the Sub-Adviser to continue to manage the Fund to assess longer-term performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2007. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.
38
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. Nina Hodzic is no longer responsible for the day-to-day management of the Funds portfolio.
Effective April 1, 2007, Alexander Van Eekelen joined the portfolio management team as a Senior Investment Manager. Effective May 1, 2007. Mennovan Boven and Ruud Boeve will no longer be responsible for the 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 Plan Agent.
If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share is equal to or greater than the net asset value per Common Share, the Plan Agent will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participants account will be determined by dividing the dollar amount of the Dividend by the net asset value per Common Share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment date for any Dividend, the net asset value per Common Share is greater than the closing market value plus estimated brokerage commissions, the Plan Agent will invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Agent will have until the last business day before the next date on which the Common Shares trade on an ex-dividend basis or 30 days after the payment date for such Dividend, whichever is sooner (the Last Purchase Date), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases.
It is contemplated that the Fund will pay monthly 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
39
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.
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 1-800-992-0180.
Key Financial Dates Calendar 2007 Dividends:
Declaration Date | Ex-Dividend Date | Payable Date | ||
January 16, 2007 | February 1, 2007 | February 15, 2007 | ||
February 15, 2007
|
March 1, 2007 | March 15, 2007 | ||
March 15, 2007
|
April 2, 2007 | April 16, 2007 | ||
April 16, 2007
|
May 1, 2007 | May 15, 2007 | ||
May 15, 2007
|
June 1, 2007 | June 15, 2007 | ||
June 15, 2007
|
July 2, 2007 | July 16, 2007 | ||
July 16, 2007
|
August 1, 2007 | August 15, 2007 | ||
August 15, 2007
|
September 4, 2007 | September 17, 2007 | ||
September 17, 2007
|
October 1, 2007 | October 15, 2007 | ||
October 15, 2007
|
November 1, 2007 | November 15, 2007 | ||
November 15, 2007
|
December 3, 2007 | December 17, 2007 | ||
December 17, 2007
|
December 27, 2007 | January 15, 2008 |
Record date will be two business days after each Ex-Dividend Date. These dates are subject to change.
Stock Data
The Funds common shares are traded on the NYSE (Symbol: IGD).
Repurchase of Securities by Closed-End Companies
In accordance with Section 23(c) of the 1940 Act, and Rule 23c-1 under the 1940 Act the Fund may from time to time purchase shares of beneficial interest of the Fund in the open market, in privately negotiated transactions and/or purchase shares to correct erroneous transactions.
Number of Shareholders
The approximate number of record holders of Common Stock as of February 28, 2007 was 97,602, 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 Fund uses to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at 1-800-992-0180; (2) on the Funds website at www.ingfunds.com and (3) on the SECs website at
40
www.sec.gov. Information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Funds website at www.ingfunds.com and on the SECs website at www.sec.gov.
Quarterly Portfolio Holdings
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the SECs website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and is available upon request from the Fund by calling Shareholder Services toll-free at 1-800-992-0180.
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 June 19, 2006 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.
41
Administrator
Distributor
Transfer Agent
Independent Registered Public
Custodian
Legal Counsel
Toll-Free Shareholder Information
PRAR-UIGD (0207-042607) |
(a) | Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP (KPMG), the principal accountant for the audit of the registrants annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $28,750 for the year ended February 28, 2007 and $64,000 for the year ended February 28, 2006. | |
(b) | Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services by KPMG that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this item were $3,126 for the year ended February 28, 2007 and $0 for the year ended February 28, 2006. | |
(c) | Tax Fees: The aggregate fees billed in each the last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were $16,370 in the year ended February 28, 2007 and $50,300 in the year ended February 28, 2006. Such services included review of excise distribution calculations (if applicable), preparation of the Funds federal, state and excise tax returns, tax services related to mergers and routine consulting. | |
(d) | All Other Fees: NONE. | |
(e)(1) | Audit Committee Pre-Approval Policies and Procedures |
2
2
3
4
Service | The Fund(s) | Fee Range | ||
Statutory audits or financial audits (including tax services associated with audit services) |
Ö | As presented to Audit Committee1 | ||
Services associated with
SEC registration
statements, periodic
reports and other documents
filed with the SEC or other
documents issued in
connection with securities
offerings (e.g., consents),
and assistance in
responding to SEC comment
letters.
|
Ö | Not to exceed $9,750 per filing | ||
Consultations by Fund
management with respect to
accounting or disclosure
treatment of transactions
or events and/or the actual
or potential effect of
final or proposed rules,
standards or
interpretations by the SEC,
Financial Accounting
Standards Board, or other
regulatory or standard
setting bodies.
|
Ö | Not to exceed $8,000 during the Pre-Approval Period | ||
Seed capital audit and
related review and issuance
of consent on the N-2
registration statement
|
Ö | Not to exceed $12,600 per audit |
1 | For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling. |
5
Service | The Fund(s) | Fund Affiliates | Fee Range | |||
Services related to Fund
mergers (Excludes tax services
- See Appendix C for tax
services associated with Fund
mergers)
|
Ö | Ö | Not to exceed $10,000 per merger | |||
Consultations by Fund
management with respect to
accounting or disclosure
treatment of transactions or
events and/or the actual or
potential effect of final or
proposed rules, standards or
interpretations by the SEC,
Financial Accounting Standards
Board, or other regulatory or
standard setting bodies.
[Note: Under SEC rules some
consultations may be audit
services and others may be
audit-related services.]
|
Ö | Not to exceed $5,000 per occurrence during the Pre-Approval Period | ||||
Review of the Funds
semi-annual financial
statements
|
Ö | Not to exceed $2,200 per set of financial statements per fund | ||||
Reports to regulatory or
government agencies related to
the annual engagement
|
Ö | Up to $5,000 per occurrence during the Pre-Approval Period | ||||
Regulatory compliance assistance
|
Ö | Ö | Not to exceed $5,000 per quarter | |||
Training courses
|
Ö | Not to exceed $2,000 per course | ||||
For Prime Rate Trust, agreed
upon procedures for quarterly
reports to rating agencies
|
Ö | Not to exceed $9,450 per quarter | ||||
For Prime Rate Trust and Senior
Income Fund, agreed upon
procedures for the Revolving
Credit and Security Agreement
with Citigroup
|
Ö | Not to exceed $21,000 per fund per year |
6
Service | The Fund(s) | Fund Affiliates | Fee Range | |||
Preparation of
federal and state
income tax returns
and federal excise
tax returns for the
Funds including
assistance and
review with excise
tax distributions
|
Ö | As presented to Audit Committee2 | ||||
Review of IRC
Sections 851(b) and
817(h)
diversification
testing on a
real-time basis
|
Ö | As presented to Audit Committee2 | ||||
Assistance and
advice regarding
year-end reporting
for 1099s
|
Ö | As presented to Audit Committee2 | ||||
Tax assistance and
advice regarding
statutory,
regulatory or
administrative
developments
|
Ö | Ö | Not to exceed $5,000 for the Funds or for the Funds investment adviser during the Pre-Approval Period |
2 | For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling. |
7
Service | The Fund(s) | Fund Affiliates | Fee Range | |||
Tax training courses
|
Ö | Not to exceed $2,000 per course during the Pre-Approval Period | ||||
Tax services associated with Fund mergers
|
Ö | Ö | Not to exceed $4,000 per fund per merger during the Pre-Approval Period | |||
Other tax-related assistance and
consultation, including, without
limitation, assistance in evaluating
derivative financial instruments and
international tax issues, qualification
and distribution issues, and similar
routine tax consultations.
|
Ö | Not to exceed $120,000 during the Pre-Approval Period |
8
Service | The Fund(s) | Fund Affiliates | Fee Range | |||
Agreed-upon
procedures for
Class B share 12b-1
programs
|
Ö | 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) Cost to be borne 50% by the Funds and 50% by ING Investments, LLC. |
Ö | Ö | Not to exceed $5,000 per Fund during the Pre-Approval Period | |||
Agreed upon
procedures for 15
(c) FACT Books
|
Ö | Not to exceed $35,000 during the Pre-Approval Period |
9
| 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
(e)(2) | Percentage of services referred to in 4(b) (4)(d) that were approved by the audit committee | |
100% of the services were approved by the audit committee. | ||
(f) | Percentage of hours expended attributable to work performed by other than full time employees of KPMG if greater than 50%. | |
Not applicable. | ||
(g) | Non-Audit Fees: The non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant were $905,770 for the year ended February 28, 2007 and $235,450 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. |
13
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. |
I. | INTRODUCTION |
II. | VALUATION, PROXY AND BROKERAGE 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. |
III. | DELEGATION OF VOTING AUTHORITY |
IV. | APPROVAL AND REVIEW OF PROCEDURES |
2
V. | VOTING PROCEDURES AND GUIDELINES |
A. | Routine Matters |
B. | Matters Requiring Case-by-Case Consideration |
3
1. | Within-Guidelines Votes: Votes in Accordance with a Funds Guidelines and/or, where applicable, Agent Recommendation |
2. | Non-Votes: Votes in Which No Action is Taken |
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 |
4
4. | Referrals to a Funds Valuation, Proxy and Brokerage Committee |
5
VI. | CONFLICTS OF INTEREST |
VII. | REPORTING AND RECORD RETENTION |
6
I. | INTRODUCTION |
II. | ROLES AND RESPONSIBILITIES |
B. | Agent |
9
C. | Proxy Group |
10
D. | Investment Professionals |
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. |
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B. | Routine Matters |
C. | Matters Requiring Case-by-Case Consideration |
1. | Within-Guidelines Votes: Votes in Accordance with a Funds Guidelines and/or, where applicable, Agent Recommendation |
2. | Non-Votes: Votes in Which No Action is Taken |
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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 |
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. |
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IV. | ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST |
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 |
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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. |
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For all matters for which the Proxy Group recommends an Out-of-Guidelines Vote, or for which a recommendation contrary to that of the Agent or the Guidelines has been received from an Investment Professional and is to be utilized, the Proxy Coordinator will implement the procedures for handling such votes as adopted by the Funds Board, including completion of such Conflicts Reports as may be required under the Funds Procedures. Completed Conflicts Reports 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. |
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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
|
Vice President, Advisory and Product Management, ING Funds Services, LLC | |
Theresa K. Kelety, Esq.
|
Counsel, ING Americas US Legal Services | |
Steve Wastek, Esq.
|
Counsel, ING Americas US Legal Services |
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(1) | WITHHOLD votes from the fewest directors whose removal would achieve majority independence across the remaining board. | ||
(2) | WITHHOLD votes from all non-independent nominees, including the founder, chairman or CEO, if the number required to achieve majority independence is equal to or greater than the number of non-independent nominees. |
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(3) | Except as provided above, vote FOR non-independent nominees in the role of CEO, and when appropriate, founder or chairman, and determine support for other non-independent nominees based on the qualifications and contributions of the nominee as well as the Funds voting precedent for assessing relative independence to management, e.g., insiders holding senior executive positions are deemed less independent than affiliated outsiders with a transactional or advisory relationship to the company, and affiliated outsiders with a material transactional or advisory relationship are deemed less independent than those with lesser relationships. | ||
(4) | Non-voting directors (e.g., director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence. | ||
(5) | When conditions contributing to a lack of majority independence remain substantially similar to those in the previous year, it shall generally be the policy of the Funds to vote on nominees in a manner consistent with votes cast by the Fund(s) in the previous year. |
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(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. |
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| 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. |
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| Generally vote FOR proposals to authorize capital increases within the Agents allowable thresholds or those in excess but meeting Agents qualitative standards, but consider on a CASE-BY-CASE basis those requests failing the Agents review for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized (e.g., in support of a merger or acquisition proposal). | ||
| 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 a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines. |
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| Generally, vote in accordance with the Agents recommendations FOR equity-based plans with costs within such cap and AGAINST those with costs in excess of it, except that plans above the cap may be supported if so recommended by the Agent or Investment Professional as a condition to a major transaction such as a merger. | ||
| Generally, vote AGAINST plans if the Agent suggests cost or dilution assessment may not be possible due to the method of disclosing shares allocated to the plan(s), except that |
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such concerns arising in connection with evergreen provisions shall be considered CASE-BY-CASE. |
| 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 as defined by Agent. | ||
| 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. |
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| 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 |
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| bundled slates of nominees (e.g., Hong Kong or France); | ||
| simultaneous reappointment of retiring directors (e.g., South Africa); | ||
| in markets with term lengths capped by legislation or market practice, nominees whose terms exceed the caps or are not disclosed (except that bundled slates with such lack of disclosure shall be considered on a CASE-BY-CASE basis); or | ||
| nominees whose names are not disclosed in advance of the meeting (e.g., Austria, Philippines, Hong Kong or South Africa). |
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| the scandal or shortfall in controls took place at the company, or an affiliate, for which the nominee is being considered; | ||
| culpability can be attributed to the nominee (e.g., nominee manages or audits relevant function), and | ||
| the nominee has been directly implicated, with resulting arrest and criminal charge or regulatory sanction. |
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| exceed Agents recommended dilution limits, including cases in which the Agent suggests dilution assessment is precluded by inadequate disclosure; | ||
| provide deep or near-term discounts to executives or directors, unless discounts to executives are deemed by the Agent to be adequately mitigated by other requirements such as long-term vesting (e.g., Japan); | ||
| are administered by potential grant recipients; | ||
| permit financial assistance in the form of non-recourse (or essentially non-recourse) loans in connection with executives participation; | ||
| for matching share plans, do not meet the Agents standards, considering holding period, discounts, dilution, purchase price and performance criteria; | ||
| vesting upon change in control if deemed by the Agent to evidence a conflict of interest or anti-takeover device; | ||
| provide no disclosure regarding vesting or performance criteria (provided that proposals providing disclosure in one or both areas, without regard to Agents criteria for such disclosure, shall be supported provided they otherwise satisfy these Guidelines); | ||
| allow plan administrators to make material amendments without shareholder approval unless adequate prior disclosure has been provided, with such voting decisions generally based on the Agents approach to evaluating such plans; or | ||
| provide for retesting in connection with achievement of performance hurdles unless the Agents analysis indicates that (1) performance targets are adequately increased in proportion to the additional time available, (2) the retesting is de minimis as a percentage of overall compensation or is acceptable relative to market practice, or (3) the issuer has committed to cease retesting within a reasonable period of time. |
(1) | practices or features not supported under these Guidelines, including financial assistance under the conditions described above; |
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(2) | retesting deemed by the Agent to be excessive relative to market practice (irrespective of the Agents support for the report as a whole); | ||
(3) | equity award valuation triggering a negative recommendation from the Agent; or | ||
(4) | provisions for retirement benefits or equity incentive awards to outside directors if not in line with market practice, except that reports will generally be voted FOR if contractual components are reasonably aligned with market practices on a going-forward basis (e.g., existing obligations related to retirement benefits or terms contrary to evolving standards would not preclude support for the report). |
| Generally, vote FOR nonspecific proposals, including bundled proposals, to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding. | ||
| Vote FOR specific proposals to increase authorized capital, unless: |
| the specific purpose of the increase (such as a share-based acquisition or merger) does not meet these Guidelines for the purpose being proposed; or |
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| the increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances. |
| Vote AGAINST proposals to adopt unlimited capital authorizations. | ||
| The Agents market-specific exceptions to the above parameters (e.g., The Netherlands, due to hybrid market controls) shall be applied. |
| 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. |
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| it is editorial in nature; | ||
| shareholder rights are protected; | ||
| there is negligible or positive impact on shareholder value; | ||
| management provides adequate reasons for the amendments or the Agent otherwise supports managements position; | ||
| it seeks to discontinue and/or delist a form of the issuers securities in cases in which the relevant Fund does not hold the affected security type; or | ||
| the company is required to do so by law (if applicable). |
| it removes or lowers quorum requirements for board or shareholder meetings below levels recommended by the Agent; | ||
| it reduces relevant disclosure to shareholders; | ||
| it seeks to align the articles with provisions of another proposal not supported by these Guidelines; | ||
| it is not supported under these Guidelines, is presented within a bundled proposal, and the Agent deems the negative impact, on balance, to outweigh any positive impact; or | ||
| it imposes a negative impact on existing shareholder rights, including rights of the Funds, to the extent that any positive impact would not be deemed by the Agent to be sufficient to outweigh removal or diminution of such rights. |
| 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 |
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vary the annual meeting record date or to otherwise align them with provisions of a takeover defense. |
| Generally follow the Agents guidelines with respect to management proposals regarding amendments to authorize share repurchases at the boards discretion, voting AGAINST proposals unless there is little to no likelihood of a creeping takeover (major shareholder owns nearly enough shares to reach a critical control threshold) or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders interest. |
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Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||||||||||||||||||||
Number of | Total Assets | Number of | Total Assets | Number of | Total Assets | |||||||||||||||||||
portfolio manager | Accounts | (in billions) | Accounts | (in billions) | Accounts* | (in millions) | ||||||||||||||||||
Moudy El Khodr |
10 | $ | 4.5 | 1 | $ | 1.9 | 4 | $ | 307 | |||||||||||||||
Nicolas Simar |
3 | $ | 4.7 | 0 | N/A | 3 | $ | 393 | ||||||||||||||||
Kris Hermie |
10 | $ | 4.5 | 1 | $ | 1.9 | 4 | $ | 307 | |||||||||||||||
Frank van Etten |
17 | $ | 4.0 | 3 | $ | 1.6 | 0 | N/A | ||||||||||||||||
Willem van Dommelen |
17 | $ | 4.0 | 3 | $ | 1.6 | 0 | N/A | ||||||||||||||||
Bas Peters |
17 | $ | 4.0 | 3 | $ | 1.6 | 0 | N/A |
* | None of the accounts managed are subject to performance fees. |
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portfolio manager | Dollar Range of Fund Shares Owned | |
Moudy El Khodr
|
None | |
Nicolas Simar
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None | |
Kris Hermie
|
None | |
Frank van Etten
|
None | |
Willem van Dommelen
|
None | |
Bas Peters
|
None |
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(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. |
(a) | (l) | Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH. |
(a) | (2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT. |
(b) | The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT. | |
(3) | Not applicable. |
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By:
|
/s/ Shaun P. Mathews
|
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President and Chief Executive Officer |
By:
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/s/ Shaun P. Mathews
|
|||
President and Chief Executive Officer |
By
|
/s/ Todd Modic
|
|||
Senior Vice President and Chief Financial Officer |
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