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UNITED STATES
SECURITIES AND CHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21553
ING Global Equity Dividend and Premium Opportunity Fund
(Exact name of registrant as specified in charter)
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7337 E. Doubletree Ranch Rd., Scottsdale, AZ
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85258 |
(Address of principal executive offices)
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(Zip code) |
The Corporation Trust Company, 1209 Orange
Street, Wilmington, DE 19801
(Name and address of agent for service)
Registrants telephone number, including area code: 1-800-992-0180
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Date of fiscal year end:
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February 29 |
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Date of reporting period:
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February 29, 2008 |
Funds
Annual Report
February 29,
2008
ING Global Equity Dividend
and
Premium Opportunity Fund
E-Delivery
Sign-up details inside
This report is submitted for
general information to shareholders of the ING Funds. It is not
authorized for distribution to prospective shareholders unless
accompanied or preceded by a prospectus which includes details
regarding the funds investment objectives, risks, charges,
expenses and other information. This information should be read
carefully.
TABLE
OF CONTENTS
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costs.
Just go to www.ingfunds.com, click
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You will be notified by
e-mail when
these communications become available on the internet. Documents
that are not available on the internet will continue to be sent
by mail.
PROXY VOTING
INFORMATION
A description of the policies and procedures that the Fund uses
to determine how to vote proxies related to portfolio securities
is available: (1) without charge, upon request, by calling
Shareholder Services toll-free at
(800) 992-0180;
(2) on the ING Funds website at www.ingfunds.com; and
(3) on the SECs website at www.sec.gov. Information
regarding how the Fund voted proxies related to portfolio
securities during the most recent
12-month
period ended June 30 is available without charge on the ING
Funds website at www.ingfunds.com and on the SECs
website at www.sec.gov.
QUARTERLY
PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with
the SEC for the first and third quarters of each fiscal year on
Form N-Q.
The Funds
Forms N-Q
are available on the SECs website at www.sec.gov. The
Funds
Forms N-Q
may be reviewed and copied at the SECs Public Reference
Room in Washington, DC, and information on the operation of
the Public Reference Room may be obtained by calling
(800) SEC-0330;
and is available upon request from the Fund by calling
Shareholder Services toll-free at
(800) 992-0180.
(THIS PAGE INTENTIONALLY LEFT BLANK)
PRESIDENTS
LETTER
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 and employing an option strategy of
writing individual equity call options on a portion of the
equity portfolio. The Fund buys out of the money put options on
selected indices to partially protect portfolio value from
significant market declines and also partially hedges currency
exposure to reduce volatility of total return.
I am pleased to report that for the fiscal year ended
February 29, 2008, the Fund made total monthly
distributions of $2.07 per share including a return of capital
of $0.12 per share.
Based on net asset value (NAV), the Fund had a total
return of (2.74)% for the fiscal year ended February 29,
2008.(1)
This NAV return reflects a decrease in net asset value from
$19.98 on February 28, 2007 to $17.39 on February 29,
2008, plus the reinvestment of $2.07 per share in distributions.
Based on its share price, the Fund provided a total return of
(5.71)% for the fiscal year ended February 29,
2008.(2)
This share price return reflects a decrease in its share price
from $20.55 on February 28, 2007 to $17.34 on
February 29, 2008, plus the reinvestment of $2.07 per share
in distributions.
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,
Shaun P. Mathews
President
ING Funds
April 11, 2008
The views expressed in the
Presidents Letter reflect those of the President as of the
date of the letter. Any such views are subject to change at any
time based upon market or other conditions and ING Funds
disclaims any responsibility to update such views. These views
may not be relied on as investment advice and because investment
decisions for an ING Fund are based on numerous factors, may not
be relied on as an indication of investment intent on behalf of
any ING Fund. Reference to specific company securities should
not be construed as recommendations or investment advice.
International investing does pose special risks including
currency fluctuation, economic and political risks not found in
investments that are solely domestic.
For more complete information,
or to obtain a prospectus for any ING fund, please call your
Investment Professional or ING Funds Distributor, LLC at
(800) 992-0180 or log on to www.ingfunds.com. The
prospectus should be read carefully before investing. Consider
the funds investment objectives, risks, charges and
expenses carefully before investing. The prospectus contains
this information and other information about the fund. Check
with your Investment Professional to determine which funds are
available for sale within their firm. Not all funds are
available for sale at all firms.
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1
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Total investment return at net
asset value has been calculated assuming a purchase at net asset
value at the beginning of each period and a sale at net asset
value at the end of each period and assumes reinvestment of
dividends and capital gain distributions, if any, in accordance
with the provisions of the dividend reinvestment plan.
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2
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Total investment return at market
value measures the change in the market value of your investment
assuming reinvestment of dividends and capital gain
distributions, if any, in accordance with the provisions of the
Funds dividend reinvestment plan.
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1
Market
Perspective: Year
Ended February 29, 2008
In our semi-annual report, we described a tumultuous six months
for markets as a serious credit squeeze closed in. Sentiment had
improved near the end, but after October 2007 reality set in and
as the fiscal year drew to a close, with oil at $100 per barrel,
global equities were near to pricing in a recession that
many felt was already under way. The MSCI World
IndexSM(1)
measured in local currencies, including net reinvested dividends
(MSCI for regions discussed below) lost 10.1%
between August and February and 6.3% for the whole fiscal year.
In currencies, the dollars first half slide against
the euro and yen accelerated in the second half due to the
European Central Banks implacable refusal to reduce euro
interest rates in response to deep cuts in the federal funds
rate, while the flight from risk strengthened the yen as
carry trades were unwound. But the pound gave back
some of its gains as the UK housing market retrenched. In the
six months ended February 29, 2008, the dollar fell 9.8%
against the euro (12.7% for the fiscal year), 8.3% against the
yen (11.4% for the fiscal year), but rose 1.5% against the pound
(down 1.0% for the fiscal year).
The development of the credit crisis is now well documented.
Financial institutions with large holdings of sub-prime (and not
so sub-prime) mortgage backed derivative securities, often
opaque and carrying dubiously high credit ratings, faced huge
write-downs. Where the purchases had been financed by commercial
paper, solvency was even at risk as that market all but seized
up.
The U.S. Federal Reserve Boards (the Fed)
first response to the crisis and resulting economic threats was
to reduce the discount rate, (the interest rate at which it will
lend to banks), by 0.50% (50 basis points) in August and
September and by half that amount in October and December, while
pumping liquidity into the overnight money market. Cuts in the
federal funds rate matched discount rate reductions after August
2007.
But the discount window had a stigma attached to it and as 2007
ended liquidity was still not getting to where it was needed
most. Financial institutions were cutting dividends and in a
development of historical significance, tapping billions of
dollars from sovereign wealth funds based in the Middle-East and
Asia.
Nervousness lifted somewhat after the Fed announced that it
would use a term auction facility to add liquidity,
where loans would be auctioned and broader forms of collateral
accepted. By now, however, the contagion had spread to the
monoline insurers, which had added, to their traditional
business of guaranteeing municipal bonds, guarantees to asset
backed derivative securities. The shares of monolines Ambac and
MBIA lost 80% of their value between August 31, 2007 and
February 29, 2008.
Back in the real economy the housing market was still
deteriorating and in January new home sales fell to the lowest
level since 1995, with prices dropping at a rate not seen in
35 years. Gross domestic product (GDP) growth
was reported at a wafer-thin 0.6% annualized, while January
payrolls showed the first contraction in four years.
Despite inflation stubbornly above 2% there was now no doubt as
to where policy needed to be directed. The Federal Open Market
Committee (FOMC) slashed both the federal funds and
discount rates by 0.75% (75 basis points) on
January 22, 2008 (albeit looking suspiciously like a
reaction to plunging foreign stock markets the day before) and
by a further (0.50%) 50 basis points the following week.
Congress agreed in February 2008 to spend $117 billion in
tax rebates as part of a $168 billion plan to stimulate the
economy.
The pattern of returns to fixed-income investors
reflected the flight to safety. The Lehman
Brothers®
Aggregate Bond
Index(2)
(LBAB Index) of investment grade bonds returned 5.7%
in the second half of our fiscal year (7.3% for the fiscal
year), while the Lehman
Brothers®
High Yield Bond
Index(3)
returned 1.4% in the second half of our fiscal year
(3.1% for the fiscal year). Treasury Bill yields plunged,
while
10-year Note
yields fell by less as inflationary concerns persisted.
U.S. equities, represented by the
Standard & Poors
500®
Composite Stock Price
Index(4)
(S&P
500®
Index) including dividends, returned 8.8% in the
six months through February 2008 and 3.6% for the fiscal
year. September started brightly enough with investors believing
that the Fed had the will and the tools to fix the dislocation
in the credit markets and limit the downside. The index actually
made a new high on October 9, 2007. But the magnitude of
the crisis described above, the sense that this was only the
beginning and a parade of earnings disappointments especially
among financials, soon weighed on sentiment. S&P
500 companies reported a decline in operating profits for
the third quarter, the first fall in more than five years, and
would report even worse figures for the fourth.
U.S. equities fell 3% on the last
2
Market
Perspective: Year
Ended February 29, 2008
day of February 2008 as insurance giant AIG declared its biggest
ever quarterly loss.
Internationally, the MSCI
Japan®
Index(5)
slumped 17.1% in the six months through February 29,
2008 (and fell 22.9% for the fiscal year), on fears about global
growth and the rising yen. The MSCI Europe ex
UK®
Index(6)
lost 13.9% in the six months through February 29, 2008 (and
fell 8.5% for the fiscal year). The European Central Bank
confined its response to the credit crisis by making vast
amounts of liquidity available to the banking system. But there
were no interest rate cuts as headline inflation reached 3.2%,
the highest in 14 years. In the UK similar inflation
worries limited the Bank of England to just two
1/4%
rate reductions despite the decline of the formerly exuberant
housing market. The relatively large weighting in resilient
energy, materials and consumer staples companies moderated
losses, however and the MSCI
UK®
Index(7)
fell 6.2% in the six months through February 29, 2008 (and
fell 2.1% for the fiscal year).
(1) The
MSCI World
IndexSM
is an unmanaged index that measures the performance of over
1,400 securities listed on exchanges in the U.S., Europe, Canada
Australia, New Zealand and the Far East.
(2) The
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
Lehman
Brothers®
High Yield Bond Index is an unmanaged index that measures
the performance of fixed-income securities generally
representative of corporate bonds rated below investment grade.
(4) The
S&P
500®
Index is an unmanaged index that measures the performance of
securities of approximately 500 of the largest companies in the
United States.
(5) The
MSCI
Japan®
Index is a free float-adjusted market capitalization index
that is designed to measure developed market equity performance
in Japan.
(6) The
MSCI Europe ex
UK®
Index is a free float rising adjusted market capitalization
index that is designed to measure developed market equity
performance in Europe, excluding the UK.
(7) The
MSCI
UK®
Index is a free float-adjusted market capitalization index
that is designed to measure developed market equity performance
in the UK.
All indices are unmanaged and investors cannot invest
directly in an index.
Past performance does not guarantee future results. The
performance quoted represents past performance. Investment
return and principal value of an investment will fluctuate, and
shares, when redeemed, may be worth more or less than their
original cost. The Funds performance is subject to change
since the periods end and may be lower or higher than the
performance data shown. Please call
(800) 992-0180
or log on to www.ingfunds.com to obtain performance data current
to the most recent month end.
Market Perspective reflects the views of INGs Chief
Investment Risk Officer only through the end of the period, and
is subject to change based on market and other conditions.
3
ING
Global Equity Dividend and Premium Opportunity Fund
Portfolio
Managers Report
Country Allocation
as of February 29, 2008
(as a percent of net
assets)
Portfolio holdings are
subject to change daily.
ING Global Equity Dividend and Premium Opportunity Fund (the
Fund) seeks to provide investors with a high level
of income from a portfolio of global common stocks with
historically attractive dividend yields and premiums from
covered call option writing. Under normal market conditions, the
Fund will invest at least 80% of its managed assets in a
portfolio of common stocks of dividend paying companies located
throughout the world, including the U.S. The Fund is managed by
Moudy El Khodr, Nicolas Simar, Kris Hermie, Frank van Etten,
Willem van Dommelen, Bas Peeters and Alexander van Eekelen,
Portfolio Managers, ING Investment Management Advisors
B.V. the Sub-Adviser.
Equity Portfolio Construction: The stock selection
process begins with constructing an eligible universe of global
common stocks with market capitalizations typically over
$1 billion that have a history of paying dividend yields in
excess of 3% annually. Through a multi-step screening process of
various fundamental factors and fundamental analysis the
portfolio managers construct a portfolio generally consisting of
65 to 90 common stocks with a history of attractive dividend
yields, and stable or growing dividends that are supported by
business fundamentals.
The Funds Integrated Option Strategy: The
Funds option strategy is designed to seek gains and
stability of returns over a market cycle by selling covered
calls on individual securities and by buying puts on both local
and regional indices. To generate premiums, the Fund writes
covered call options on a substantial portion of the common
stocks held in the Funds portfolio, a strategy known as
covered call option writing.
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 the Fund will receive
payment equal to the strike price in addition to the original
premium received, or the Fund will pay the purchaser the
difference between the cash value of the common stock and the
strike price of the option. The payment received for the common
stock may be lower than the market value of the common stock at
that time.
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.
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.
Top Ten Holdings
as of February 29, 2008
(as a percent of net
assets)
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ENI S.p.A.
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2.0
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%
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Total SA
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2.0
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%
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Aviva PLC
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2.0
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%
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Enel S.p.A.
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2.0
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%
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Fortis
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2.0
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%
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Royal Dutch Shell PLC
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2.0
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%
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Telecom Italia S.p.A. RNC
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2.0
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%
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British American Tobacco PLC
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1.6
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%
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United Utilities PLC
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1.6
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%
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AT&T, Inc.
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1.6
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%
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Portfolio holdings are
subject to change daily.
4
ING
Global Equity Dividend and Premium Opportunity Fund
Portfolio
Managers Report
The Fund may seek, and during the reporting period sought, to
partially hedge against significant market declines by buying
out-of-the-money
put options on related indices, such as the Standard and
Poors
500®
Composite Stock Price Index (S&P
500®
Index), the Financial Times Stock Exchange 100 Index
(FTSE 100), the Nikkei All Stock Index
(Nikkei), the Dow Jones Euro Stoxx 50 (Price)
Index (EuroStoxx50) or any other broad-based global
or regional securities index with an active derivatives market.
The Fund generally invests in
out-of-the-money
puts that expire in 20 to 125 trading days. A portion of the
premiums generated from the covered call strategy is used to buy
put protection. Also, the Fund may seek to, and during the
reporting period sought to, partially hedge the foreign currency
risk inherent in its international equity holdings. Such
currency hedges are implemented either by selling the
international currencies forward 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 29, 2008, the Fund provided a total return of (5.71)%
for the fiscal year ended February 29, 2008. This return
reflects a decrease in its share price from $20.55 on
February 28, 2007 to $17.34 on February 29, 2008, plus
the reinvestment of $2.07 per share in distributions. Based
on net asset value (NAV), the Fund had a total
return of (2.74)% for the fiscal year ended February 29,
2008. The Morgan Stanley Capital International
(MSCI)
Worldsm
Index and the Chicago Board Options Exchange (CBOE)
BuyWrite Monthly Index (BXM Index) returned (0.53)%
and 0.60%, respectively, for the same period. During the period,
the Fund made total monthly distributions of $2.07 per share
including a return of capital of $0.12 per share. As of
February 29, 2008, the Fund had 97,252,472 shares
outstanding.
Market review: The equity portfolio of the Fund
uses the MSCI
WorldSM
Index as its reference index to reflect the strategic emphasis
of the Fund. The reference index returned (0.53%) over the
reporting period. The first six months were positive but earlier
gains were lost as the credit crisis intensified and global
growth prospects deteriorated in the latter half of the period.
Equity Portfolio: For the fiscal year, the
Funds underlying equity portfolio underperformed its
reference index; the value orientation of the Funds
high-dividend strategy was out of favor in a market focusing on
stocks with stable growth characteristics. From March to May the
equity portfolio tracked a rising market fairly closely. In June
and July however, the
U.S.-induced
sub-prime
mortgage crisis hurt results due to the Funds overweight
in financials. The equity portfolio captured most of the
markets rebound of August and September, but
underperformed in the final months of 2007 as the global credit
crisis escalated. The portfolio fared relatively well in the
broad global equity market sell-off in the opening months of
2008.
The bulk of the shortfall was attributable to sector allocation.
The largest detractor was an overweight position in the weak
financial sector. Underweighting the strong materials and
industrial sectors also detracted. Overweighting utilities and
telecommunication services and at times
energy added value. Security selection yielded a
modestly negative result, with adverse outcomes in utilities,
healthcare, industrials and materials sectors being
substantially compensated by positive selection results in
consumer staples, telecommunication services and real estate.
Option Portfolio: The option strategy of the Fund
is designed to dampen NAV return volatility and seeks to enhance
potential capital gains. The Fund sells covered calls on a
portion of the securities and uses some of the proceeds to
purchase
out-of-the-money
puts on local and regional indices, for protection against
significant market declines. All options were implemented in the
over-the-counter market to enable the Fund to profit from the
greater flexibility and liquidity available there compared to
the listed options markets. Option activities in aggregate
contributed to results for the period.
At or
near-the-money
calls were written on
65-70% of
the individual equity holdings. The coverage ratio expressed was
generally
30-35% of
the market value of the Fund. The Fund differentiated coverage
ratios among individual stocks to benefit from the wide
dispersion of stock volatility. The substantial increase in
equity market volatility during the year resulted in higher
premiums. As the Fund did not reduce the coverage ratio, the
total amount of option premium collected rose. In the first few
months of the fiscal year, the majority of written calls expired
in-the-money.
During down-markets, as in August and November 2007 and
January 2008, most calls written expired
out-of-the-money.
Over the year, the total call premium received exceeded the
total settlements at expiry, thereby contributing to performance.
5
ING
Global Equity Dividend and Premium Opportunity Fund
Portfolio
Managers Report
The Funds equity index put options provided protection
during sharp market declines. The put strategy proved especially
valuable when markets contracted sharply in August 2007 and
January 2008. The Fund actively rolled parts of the equity
index put option portfolio in those months to realize gains.
A significant part of the Funds international investments
is directly exposed to currency risk. The Fund purchases foreign
currency options to provide partial insurance against a sharp
rise of the U.S. dollar. Although implied volatility in the
foreign exchange markets increased during the year, the Fund was
able to hedge a significant part of the risk at low cost.
Periods in which the U.S. dollar strengthened resulted in an
increase in the value of the forex put options. Part of this
profit was locked in during the first half of January.
Current Strategy and Outlook: High-dividend
strategies are designed to dampen volatility versus the broader
market across an investment cycle. As the reporting year drew to
a close, the weakness first seen in the financial sector spread
to other cyclically-sensitive sectors. We believe this more
broadly-based weakness may benefit the Funds relative
performance in coming months, as a higher dividend yield could
provide a defense against a drop in share price. Continued
elevated market volatility is expected to benefit the level of
call premiums the Fund should receive, while allowing
significant upside potential when markets do recover, given the
Funds relatively low coverage ratio.
6
The Shareholders and Board of Trustees
ING Global Equity Dividend and Premium Opportunity Fund
We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of ING
Global Equity Dividend and Premium Opportunity Fund, as of
February 29, 2008, and the related statement of operations
for the year then ended, the statements of changes in net assets
for each of the years in the two-year period then ended, and the
financial highlights for each of the years in the two-year
period then ended and the period from March 30, 2005
(commencement of operations) to February 28, 2006. These
financial statements and financial highlights are the
responsibility of management. Our responsibility is to express
an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of
February 29, 2008, by correspondence with the custodian and
brokers or by other appropriate auditing procedures where
replies from brokers were not received. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of the ING Global Equity
Dividend and Premium Opportunity Fund as of February 29,
2008, and the results of its operations, the changes in its net
assets, and the financial highlights for the periods specified
in the first paragraph above, in conformity with
U.S. generally accepted accounting principles.
Boston, Massachusetts
April 29, 2008
7
STATEMENT
OF ASSETS AND LIABILITIES
as of February 29,
2008
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ASSETS:
|
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Investments in securities at value*
|
|
$
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1,599,719,053
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Cash
|
|
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22,919,125
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Foreign currencies at value**
|
|
|
19,197,134
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|
Receivables:
|
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Investment securities sold
|
|
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214,207,286
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|
Dividends and interest
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|
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5,757,580
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Prepaid expenses
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|
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2,742
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|
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Total assets
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1,861,802,920
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LIABILITIES:
|
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Payable for investment securities purchased
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150,449,331
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Payable to affiliates
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1,204,993
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Payable for trustee fees
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|
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18,068
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Other accrued expenses and liabilities
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559,164
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Options written***
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18,113,417
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|
|
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Total liabilities
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170,344,973
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|
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NET ASSETS (equivalent to $17.39 per share on
97,252,472 shares outstanding)
|
|
$
|
1,691,457,947
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|
|
|
|
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|
|
NET ASSETS WERE COMPRISED OF:
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|
|
|
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Paid-in capital shares of beneficial interest at
$0.01 par value (unlimited shares authorized)
|
|
$
|
1,806,161,063
|
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Distributions in excess of net investment income
|
|
|
(9,864,433
|
)
|
Accumulated net realized gain on investments, foreign currency
related transactions and written options
|
|
|
16,575,106
|
|
Net unrealized depreciation on investments, foreign currency
related transactions and written options
|
|
|
(121,413,789
|
)
|
|
|
|
|
|
NET ASSETS
|
|
$
|
1,691,457,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Cost of investments in securities
|
|
$
|
1,727,954,572
|
|
** Cost of foreign currencies
|
|
$
|
18,635,253
|
|
*** Premiums received from options written
|
|
$
|
24,201,090
|
|
See
Accompanying Notes to Financial Statements
8
STATEMENT
OF OPERATIONS for the
year ended February 29, 2008
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Dividends, net of foreign taxes withheld*
|
|
$
|
83,939,825
|
|
Interest
|
|
|
81,602
|
|
|
|
|
|
|
Total investment income
|
|
|
84,021,427
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
Investment management fees
|
|
|
19,936,298
|
|
Transfer agent fees
|
|
|
36,042
|
|
Administrative service fees
|
|
|
1,898,675
|
|
Shareholder reporting expense
|
|
|
314,655
|
|
Registration fees
|
|
|
1,115
|
|
Professional fees
|
|
|
187,781
|
|
Custody and accounting expense
|
|
|
639,335
|
|
Trustee fees
|
|
|
60,580
|
|
Miscellaneous expense
|
|
|
230,849
|
|
|
|
|
|
|
Total expenses
|
|
|
23,305,330
|
|
Net waived and reimbursed fees
|
|
|
(3,797,392
|
)
|
|
|
|
|
|
Net expenses
|
|
|
19,507,938
|
|
|
|
|
|
|
Net investment income
|
|
|
64,513,489
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
FOREIGN CURRENCY RELATED TRANSACTIONS AND WRITTEN OPTIONS:
|
|
|
|
|
Net realized gain (loss) on:
|
|
|
|
|
Investments
|
|
|
104,656,170
|
|
Foreign currency related transactions
|
|
|
(2,448,176
|
)
|
Written options
|
|
|
44,617,430
|
|
|
|
|
|
|
Net realized gain on investments, foreign currency related
transactions and written options
|
|
|
146,825,424
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation on:
|
|
|
|
|
Investments
|
|
|
(260,472,466
|
)
|
Foreign currency related transactions
|
|
|
670,218
|
|
Written options
|
|
|
(2,742,926
|
)
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation on
investments, foreign currency related transactions and written
options
|
|
|
(262,545,174
|
)
|
Net realized and unrealized loss on investments, foreign
currency related transactions and written options
|
|
|
(115,719,750
|
)
|
|
|
|
|
|
Decrease in net assets resulting from operations
|
|
$
|
(51,206,261
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Foreign taxes withheld
|
|
$
|
5,148,669
|
|
See
Accompanying Notes to Financial Statements
9
STATEMENTS
OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
|
|
February 29,
|
|
February 28,
|
|
|
2008
|
|
2007
|
|
FROM OPERATIONS:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
64,513,489
|
|
|
$
|
64,137,823
|
|
Net realized gain on investments, foreign currency related
transactions and written options
|
|
|
146,825,424
|
|
|
|
119,896,515
|
|
Net change in unrealized appreciation or depreciation on
investments,
foreign currency related transactions and written options
|
|
|
(262,545,174
|
)
|
|
|
80,969,886
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net assets resulting from operations
|
|
|
(51,206,261
|
)
|
|
|
265,004,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FROM DISTRIBUTIONS TO SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(59,969,996
|
)
|
|
|
(54,413,854
|
)
|
Net realized gains
|
|
|
(131,048,424
|
)
|
|
|
(119,437,967
|
)
|
Tax Return of capital
|
|
|
(9,976,217
|
)
|
|
|
(5,936,401
|
)
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(200,994,637
|
)
|
|
|
(179,788,222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FROM CAPITAL SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
|
Adjustment to paid-in capital for offering cost (Note 8)
|
|
|
|
|
|
|
1,289,618
|
|
Reinvestment of distributions
|
|
|
10,261,863
|
|
|
|
21,047,122
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from capital share
transactions
|
|
|
10,261,863
|
|
|
|
22,336,740
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets
|
|
|
(241,939,035
|
)
|
|
|
107,552,742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
1,933,396,982
|
|
|
|
1,825,844,240
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
1,691,457,947
|
|
|
$
|
1,933,396,982
|
|
|
|
|
|
|
|
|
|
|
Distributions in excess of net investment income at end of year
|
|
$
|
(9,864,433
|
)
|
|
$
|
(8,562,137
|
)
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements
10
ING
Global Equity Dividend and Premium Opportunity Fund
Financial
Highlights
Selected data for a share of beneficial interest outstanding
throughout each period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
|
March 30,
|
|
|
|
|
Ended
|
|
Year Ended
|
|
2005(1)
to
|
|
|
|
|
February 29,
|
|
February 28,
|
|
February 28,
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
Per Share Operating
Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
|
|
19.98
|
|
|
|
19.08
|
|
|
|
19.06
|
(2)
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
|
|
0.66
|
*
|
|
|
0.67
|
*
|
|
|
0.63
|
|
Net realized and unrealized gain (loss) on investments, foreign
currency related transactions and written options
|
|
$
|
|
|
(1.18
|
)
|
|
|
2.09
|
|
|
|
0.79
|
|
Total from investment operations
|
|
$
|
|
|
(0.52
|
)
|
|
|
2.76
|
|
|
|
1.42
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
|
|
0.61
|
|
|
|
0.57
|
|
|
|
0.66
|
|
Net realized gains on investments, foreign currency related
transactions and written options
|
|
$
|
|
|
1.35
|
|
|
|
1.24
|
|
|
|
0.43
|
|
Return of capital
|
|
$
|
|
|
0.11
|
|
|
|
0.06
|
|
|
|
0.31
|
|
Total distributions
|
|
$
|
|
|
2.07
|
|
|
|
1.87
|
|
|
|
1.40
|
|
Adjustment to paid-in capital for offering costs
|
|
$
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
|
|
17.39
|
|
|
|
19.98
|
|
|
|
19.08
|
|
Market value, end of period
|
|
$
|
|
|
17.34
|
|
|
|
20.55
|
|
|
|
18.96
|
|
Total investment return at net asset
value(3)
|
|
%
|
|
|
(2.74
|
)
|
|
|
15.32
|
|
|
|
7.84
|
|
Total investment return at market
value(4)
|
|
%
|
|
|
(5.71
|
)
|
|
|
19.35
|
|
|
|
2.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and Supplemental
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (millions)
|
|
$
|
|
|
1,691
|
|
|
|
1,933
|
|
|
|
1,826
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses prior to expense
waiver(5)
|
|
%
|
|
|
1.23
|
|
|
|
1.21
|
|
|
|
1.23
|
|
Net expenses after expense
waiver(5)
|
|
%
|
|
|
1.03
|
|
|
|
1.01
|
|
|
|
1.03
|
|
Net investment income after expense
waiver(5)
|
|
%
|
|
|
3.40
|
|
|
|
3.43
|
|
|
|
3.75
|
|
Portfolio turnover rate
|
|
%
|
|
|
79
|
|
|
|
119
|
|
|
|
112
|
|
|
|
|
|
(1) |
|
Commencement of operations.
|
|
(2) |
|
Net asset value at beginning of
period reflects the deduction of the sales load of
$0.90 per share and offering costs of $0.04 per share
paid by the shareholder from the $20.00 offering price.
|
|
(3) |
|
Total investment return at net
asset value has been calculated assuming a purchase at net asset
value at the beginning of each period and a sale at net asset
value at the end of each period and assumes reinvestment of
dividends 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.
|
|
*
|
|
Calculated using average number of
shares outstanding throughout the period.
|
See
Accompanying Notes to Financial Statements
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 that 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 NYSE Euronext
(NYSE) is open. Further, trading takes place in
various foreign markets on days on which the NYSE is not open.
Consequently, the calculations of the Funds NAV may not
take place contemporaneously with the determination of the
prices of securities held by the Fund in foreign securities
markets. Further, the value of the Funds assets may be
significantly affected by foreign trading on days when a
shareholder cannot purchase or redeem shares of the Fund. In
calculating the Funds NAV, foreign securities denominated
in foreign currency are converted to U.S. dollar
equivalents. If an event occurs after the time at which the
market for foreign securities held by the Fund closes but before
the time that the Funds NAV is calculated, such event may
cause the closing price on the foreign exchange to not represent
a readily available reliable market value quotation for such
securities at the time the Fund determines its NAV. In such a
case, the Fund will use the fair value of such securities as
determined under the Funds valuation procedures. Events
after the close of trading on a foreign market that could
require the Fund to fair value some or all of its foreign
securities include, among others, securities trading in the U.S.
and other markets, corporate announcements, natural and other
disasters, and political and other events. Among other elements
of analysis in the determination of a securitys fair
value, the Board has authorized the use of one or more
independent research services to assist with such
determinations. An independent research service may use
statistical analyses and
12
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
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 from
date of acquisition are valued at amortized cost which
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
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
13
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
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 the 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 Mellon Corporation (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.
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.
|
14
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
|
|
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.
|
|
|
J. |
Indemnifications. In the normal course of business,
the Fund may enter into contracts that provide certain
indemnifications. The Funds maximum exposure under these
arrangements is dependent on future claims that may be made
against the Fund and, therefore, cannot be estimated; however,
based on experience, the risk of loss from such claims is
considered remote.
|
NOTE 3
INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
ING Investments, LLC (ING Investments or the
Investment Adviser), an Arizona limited liability
company, is the Investment Adviser of the Fund. The Fund pays
the Investment Adviser for its services under an investment
management agreement (Management Agreement), a fee,
payable monthly, based on an annual rate of 1.05% of the
Funds average daily managed assets. For the first five
years of the Funds existence, the Investment Adviser will
contractually waive a portion of its fee equivalent to 0.20% of
the Funds managed assets. Beginning in the sixth year, the
fee waiver will decline each year by 0.05% until it is
eliminated in the ninth year. For purposes of the Management
Agreement, managed assets are defined as the Funds average
daily gross asset value, minus the sum of the Funds
accrued and unpaid dividends on any outstanding preferred shares
and accrued liabilities (other than liabilities for the
principal amount of any borrowings incurred, commercial paper or
notes issued by the Fund and the liquidation preference of any
outstanding preferred shares). As of February 29, 2008,
there were no preferred shares outstanding.
The Investment Adviser entered into a
sub-advisory
agreement
(Sub-Advisory
Agreement) with ING Investment Management Advisors B.V.
(IIMA), an indirect, wholly-owned subsidiary of ING
Groep N.V. (ING Groep), domiciled in The Hague,
The Netherlands. Subject to policies as the Board or the
Investment Adviser might determine, IIMA manages the Funds
assets in accordance with the Funds investment objectives,
policies and limitations.
The Investment Adviser has also retained ING Investment
Management Co. (ING IM or
Consultant), a Connecticut corporation, to provide
certain consulting services for the Investment Adviser. These
services include, among other things, furnishing statistical and
other factual information; providing advice with respect to
potential investment strategies that may be employed for the
Fund, including, but not limited to, potential options
strategies; developing economic models of the anticipated
investment performance and yield for the Fund; and providing
advice to the Investment Adviser and/or
Sub-Adviser
with respect to the Funds level and/or managed
distribution policy. For its services, the Consultant will
receive a consultancy fee from the Investment Adviser. No fee
will be paid by the Fund directly to the Consultant.
ING Funds 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.
15
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 4 OTHER
TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES
As of February 29, 2008, 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
|
|
$1,070,234
|
|
$134,759
|
|
$1,204,993
|
The Fund has adopted a Retirement Policy (Policy)
covering all Independent Trustees of the Fund. 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. The
commissions paid to these affiliated firms were:
|
|
|
|
|
Affiliated Brokers
|
|
Commissions Received
|
|
ING Baring LLC
|
|
$
|
842
|
|
ING Financial
|
|
|
2,865
|
|
NOTE 5
PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds from sales of investments for
the year ended February 29, 2008, excluding short-term
securities, were $1,443,850,671 and $1,530,536,500, respectively.
NOTE 6 TRANSACTIONS
IN WRITTEN OPTIONS
Written option activity for the Fund for the year ended
February 29, 2008 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
Contracts
|
|
Premium
|
|
Balance at 02/28/07
|
|
|
44,785,000
|
|
|
$
|
18,464,465
|
|
Options Written
|
|
|
344,639,000
|
|
|
|
199,714,500
|
|
Options Expired
|
|
|
(206,762,715
|
)
|
|
|
(104,644,021
|
)
|
Options Exercised
|
|
|
(65,894,565
|
)
|
|
|
(19,156,574
|
)
|
Options Terminated in Closing Purchase Transactions
|
|
|
(85,108,720
|
)
|
|
|
(70,177,280
|
)
|
|
|
|
|
|
|
|
|
|
Balance at 02/29/08
|
|
|
31,658,000
|
|
|
$
|
24,201,090
|
|
|
|
|
|
|
|
|
|
|
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 a greater proportion
of its assets in the securities of a smaller number of issuers.
If the Fund invests a relatively high percentage of its assets
in obligations of a limited number of issuers, the Fund will be
more at risk to any single corporate, economic, political or
regulatory event that impacts one or more of those issuers.
Conversely, even though classified as non-diversified, the Fund
may actually maintain a portfolio that is highly diversified
with a large number of issuers. In such an event, the Fund would
benefit less from appreciation in a single corporate issuer than
if it had greater exposure to that issuer.
Leverage. Although the Fund has no current intention
to do so, the Fund is authorized to utilize leverage through the
issuance of preferred shares and/or borrowings, including the
issuance of debt securities. In the event that the Fund
determines in the future to utilize investment leverage, there
can be no assurance that such a leveraging strategy will be
successful during any period in which it is employed.
NOTE 8
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. As of the year ended
February 28, 2007, the Fund actually incurred a total of
$2,110,382 related to offering costs. Therefore, the difference
between the amount accrued and the amount actually incurred for
offering costs was $1,289,618 for the Fund. This amount
represents an over-accrual of estimated offering costs and the
reversal of such accrual has been recognized as an adjustment to
paid-in capital on the accompanying
16
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 8 PAID-IN
CAPITAL ADJUSTMENT (continued)
Statements of Changes in Net Assets for the year ended
February 28, 2007.
NOTE 9
CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
|
February 29,
|
|
February 28,
|
|
|
2008
|
|
2007
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
|
502,453
|
|
|
|
1,078,515
|
|
|
|
|
|
|
|
|
|
|
Net increase in shares outstanding
|
|
|
502,453
|
|
|
|
1,078,515
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
$
|
10,261,863
|
|
|
$
|
22,336,740
|
(1)
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
$
|
10,261,863
|
|
|
$
|
22,336,740
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes adjustment to paid-in capital of $1,289,618 for
offering costs (Note 8).
|
NOTE 10
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. As of
February 29, 2008, the Fund did not have any securities on
loan.
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 return
of capital.
The following permanent tax differences have been reclassified
as of the Funds tax year ended December 31, 2007:
|
|
|
|
|
|
|
Distributions
|
|
|
in excess of
|
|
Accumulated
|
Net Investment
|
|
Net Realized
|
Income
|
|
Gains / (Losses)
|
|
$
|
(7,056,378
|
)
|
|
$
|
7,056,378
|
|
Dividends paid by the Fund from net investment income and
distributions of net realized short-term capital gains are, for
federal income tax purposes, taxable as ordinary income to
shareholders.
The tax composition of dividends and distributions in the
current period will not be determined until after the
Funds tax year-end of December 31, 2008. The tax
composition of dividends and distributions as of the Funds
most recent tax year-ends were as follows:
|
|
|
|
|
|
|
|
|
|
|
Tax Year Ended December 31, 2007
|
Ordinary
|
|
Long-Term
|
|
Return
|
Income
|
|
Capital Gains
|
|
of Capital
|
|
$
|
172,652,006
|
|
|
$
|
18,270,019
|
|
|
$
|
9,976,217
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Year Ended December 31, 2006
|
Ordinary
|
|
Long-Term
|
|
Return
|
Income
|
|
Capital Gains
|
|
of Capital
|
|
$
|
172,974,208
|
|
|
$
|
702,924
|
|
|
$
|
5,936,401
|
|
The tax-basis components of distributable earnings as of the tax
year ended December 31, 2007 were:
|
|
|
Unrealized
|
Appreciation/
|
(Depreciation)
|
|
$
|
3,967,356
|
|
The Funds major tax jurisdictions are federal and Arizona.
The earliest tax year that remains subject to examination by
these jurisdictions is the Funds initial tax year of 2005.
NOTE 12
OTHER ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation No. 48
17
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 12 OTHER
ACCOUNTING PRONOUNCEMENTS (continued)
(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 was effective
for fiscal years beginning after December 15, 2006, with
early application permitted if no interim financial statements
have been issued. Acknowledging the unique issues that
FIN 48 presents for investment companies that calculate
NAVs, the SEC indicated that they would not object if a fund
implemented 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. 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 analyzed the tax positions of
the Fund. Upon adoption of FIN 48, we identified no
uncertain tax positions that have not met the more
likely-than-not standard.
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
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 29,
2008, management of the Fund is currently assessing the
potential impact, in addition to expanded financial statement
disclosure, that may result from adopting SFAS No. 157.
On March 19, 2008, the FASB issued Statement of Financial
Accounting Standards No. 161 (SFAS
No. 161), Disclosure about Derivative
Instruments and Hedging Activities. This new accounting
statement requires enhanced disclosures about an entitys
derivative and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an
entity invests in derivatives, (b) how derivatives are
accounted for under Statement 133, and (c) how
derivatives affect an entitys financial position,
financial performance, and cash flows. SFAS No. 161 also
requires enhanced disclosures regarding credit-risk-related
contingent features of derivative instruments.
SFAS No. 161 is effective for financial statements issued
for fiscal years and interim periods beginning after
November 15, 2008. As of February 29, 2008, management
of the Fund is currently assessing the impact of the expanded
financial statement disclosures that will result from adopting
SFAS No. 161.
NOTE 13
INFORMATION REGARDING TRADING OF INGS U.S. MUTUAL
FUNDS
As discussed in earlier supplements that were previously filed
with the SEC, ING Investments, the adviser to the ING Funds, has
reported to the Boards of Directors/Trustees (the
Boards) of the ING Funds that, like many U.S.
financial services companies, ING Investments and certain of its
U.S. affiliates have received informal and formal requests for
information since September 2003 from various governmental and
self-regulatory agencies in connection with investigations
related to mutual funds and variable insurance products. ING
Investments has advised the Boards that it and its affiliates
have cooperated fully with each request.
In addition to responding to regulatory and governmental
requests, Investments reported that management of U.S.
affiliates of ING Groep N.V., including ING Investments
(collectively, ING), on their own initiative, have
conducted, through independent special counsel and a national
accounting firm, an extensive internal review of
18
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 13 INFORMATION
REGARDING TRADING OF INGS U.S. MUTUAL FUNDS
(continued)
trading in ING insurance, retirement, and mutual fund products.
The goal of this review was to identify any instances of
inappropriate trading in those products by third parties or by
ING investment professionals and other ING personnel. INGs
internal review related to mutual fund trading is now
substantially completed. ING has reported that, of the millions
of customer relationships that ING maintains, the internal
review identified several isolated arrangements allowing third
parties to engage in frequent trading of mutual funds within
INGs variable insurance and mutual fund products, and
identified other circumstances where frequent trading occurred,
despite measures taken by ING intended to combat market timing.
ING further reported that each of these arrangements has been
terminated and fully disclosed to regulators. The results of the
internal review were also reported to the independent members of
the 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.
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 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.
|
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.
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 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
19
NOTES
TO FINANCIAL STATEMENTS
as of February 29,
2008 (continued)
NOTE 13 INFORMATION
REGARDING TRADING OF INGS U.S. MUTUAL FUNDS
(continued)
in increased fund redemptions, reduced sale of fund shares, or
other adverse consequences to ING Funds.
NOTE 14
SUBSEQUENT EVENT
Dividends: Subsequent to February 29, 2008, the
Fund paid dividends of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
|
Declaration
|
|
|
Amount
|
|
Payable Date
|
|
Date
|
|
Record Date
|
|
$0.156
|
|
|
3/17/2008
|
|
|
|
2/15/2008
|
|
|
|
3/5/2008
|
|
$0.156
|
|
|
4/15/2008
|
|
|
|
3/17/2008
|
|
|
|
4/3/2008
|
|
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 29, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
COMMON STOCK: 92.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia: 5.9%
|
|
1,203,359
|
|
|
|
|
Australia & New Zealand Banking Group Ltd.
|
|
$
|
24,283,034
|
|
|
625,118
|
|
|
@
|
|
Crown Ltd.
|
|
|
6,755,015
|
|
|
2,034,932
|
|
|
|
|
Fosters Group Ltd.
|
|
|
10,682,338
|
|
|
7,038,572
|
|
|
|
|
Insurance Australia Group
|
|
|
24,435,820
|
|
|
1,156,337
|
|
|
|
|
Lion Nathan Ltd.
|
|
|
10,187,343
|
|
|
1,165,033
|
|
|
|
|
Suncorp-Metway Ltd.
|
|
|
14,945,307
|
|
|
224,013
|
|
|
|
|
Wesfarmers Ltd.
|
|
|
7,761,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,050,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austria: 0.6%
|
|
460,832
|
|
|
|
|
Telekom Austria AG
|
|
|
10,423,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,423,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belgium: 2.0%
|
|
1,528,940
|
|
|
|
|
Fortis
|
|
|
33,777,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,777,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bermuda: 0.6%
|
|
1,854,255
|
|
|
@
|
|
Hiscox Ltd.
|
|
|
10,070,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,070,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil: 0.6%
|
|
388,541
|
|
|
@
|
|
Tele Norte Leste Participacoes SA ADR
|
|
|
9,725,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,725,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada: 1.8%
|
|
236,573
|
|
|
@
|
|
Enerplus Resources Fund
|
|
|
10,186,833
|
|
|
79,000
|
|
|
|
|
Fording Canadian Coal Trust
|
|
|
3,937,360
|
|
|
413,632
|
|
|
@
|
|
TransCanada Corp
|
|
|
16,611,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,735,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denmark: 1.6%
|
|
701,283
|
|
|
|
|
Danske Bank A/S
|
|
|
26,787,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,787,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
France: 7.4%
|
|
277,618
|
|
|
|
|
BNP Paribas
|
|
|
24,818,899
|
|
|
493,281
|
|
|
|
|
France Telecom SA
|
|
|
16,558,899
|
|
|
337,629
|
|
|
|
|
Sanofi-Aventis
|
|
|
24,954,904
|
|
|
454,763
|
|
|
@
|
|
Total SA
|
|
|
34,245,292
|
|
|
638,031
|
|
|
|
|
Vivendi
|
|
|
25,215,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
125,793,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany: 1.0%
|
|
872,930
|
|
|
|
|
Deutsche Telekom AG
|
|
|
16,592,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,592,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greece: 1.5%
|
|
785,188
|
|
|
|
|
OPAP SA
|
|
|
25,686,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,686,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong: 1.6%
|
|
1,288,042
|
|
|
|
|
CLP Holdings Ltd.
|
|
|
10,068,794
|
|
|
911,397
|
|
|
|
|
Hang Seng Bank Ltd.
|
|
|
17,251,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,319,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hungary: 0.7%
|
|
513,243
|
|
|
|
|
Magyar Telekom Telecommunications PLC ADR
|
|
|
12,322,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,322,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ireland: 1.2%
|
|
1,444,964
|
|
|
|
|
Bank of Ireland London Exchange
|
|
|
20,208,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,208,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Israel: 1.0%
|
|
3,811,868
|
|
|
|
|
Bank Hapoalim BM
|
|
|
16,287,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,287,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Italy: 11.5%
|
|
3,148,313
|
|
|
|
|
Enel S.p.A.
|
|
|
33,971,244
|
|
|
997,309
|
|
|
|
|
ENI S.p.A.
|
|
|
34,438,059
|
|
|
3,997,945
|
|
|
|
|
Intesa Sanpaolo S.p.A.
|
|
|
26,852,006
|
|
|
562,088
|
|
|
|
|
Italcementi S.p.A. RNC
|
|
|
8,548,380
|
|
|
2,345,106
|
|
|
|
|
Mediaset S.p.A.
|
|
|
21,178,226
|
|
|
238,942
|
|
|
|
|
Pirelli & C Real Estate S.p.A.
|
|
|
9,243,972
|
|
|
17,276,793
|
|
|
|
|
Telecom Italia S.p.A. RNC
|
|
|
33,334,480
|
|
|
3,627,655
|
|
|
|
|
UniCredito Italiano S.p.A.
|
|
|
26,687,915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
194,254,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands: 2.0%
|
|
943,845
|
|
|
@
|
|
Royal Dutch Shell PLC
|
|
|
33,751,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,751,290
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Zealand: 1.0%
|
|
5,435,221
|
|
|
|
|
Telecom Corp. of New Zealand Ltd.
|
|
|
16,677,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,677,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Singapore: 0.5%
|
|
669,000
|
|
|
|
|
DBS Group Holdings Ltd.
|
|
|
8,144,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,144,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Korea: 0.6%
|
|
146,318
|
|
|
|
|
S-Oil Corp.
|
|
|
10,338,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,338,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sweden: 2.0%
|
|
497,320
|
|
|
|
|
Holmen AB
|
|
|
17,092,137
|
|
|
2,199,489
|
|
|
|
|
TeliaSonera AB
|
|
|
17,522,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,614,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan: 2.8%
|
|
5,940,000
|
|
|
@
|
|
Acer, Inc. (Taiwan Participation Certificate, Issuer: Citigroup
Global Markets Hold)
|
|
|
11,082,878
|
|
|
12,099,000
|
|
|
@
|
|
Mega Financial Holding Co. Ltd. (Low Exercise Price Warrant,
Issuer: Morgan Stanley Asia Products)
|
|
|
8,746,972
|
|
|
3,097,053
|
|
|
@
|
|
Novatek Microelectronics Corp., Ltd. (Low Exercise Price
Warrant, Issuer: Merrill Lynch Intl & Co.)
|
|
|
11,169,410
|
|
|
1,727,712
|
|
|
|
|
Taiwan Semiconductor Manufacturing Co., Ltd. ADR
|
|
|
16,827,915
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,827,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thailand: 0.6%
|
|
1,427,900
|
|
|
|
|
Siam Cement PCL
|
|
|
9,638,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,638,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom: 17.4%
|
|
664,023
|
|
|
|
|
AstraZeneca PLC
|
|
|
24,819,380
|
|
|
2,822,571
|
|
|
|
|
Aviva PLC
|
|
|
34,021,560
|
|
|
4,353,094
|
|
|
@
|
|
BBA Aviation PLC
|
|
|
15,838,841
|
|
|
2,312,065
|
|
|
|
|
BP PLC
|
|
|
24,934,936
|
|
|
2,173,350
|
|
|
@
|
|
Brit Insurance Holdings PLC
|
|
|
9,986,242
|
|
|
728,296
|
|
|
|
|
British American Tobacco PLC
|
|
|
27,308,682
|
|
|
12,691,191
|
|
|
|
|
DSG International PLC
|
|
|
15,864,518
|
|
|
1,153,176
|
|
|
|
|
GlaxoSmithKline PLC
|
|
|
25,172,174
|
|
|
653,789
|
|
|
|
|
HSBC Holdings PLC
|
|
|
9,883,541
|
|
|
2,997,157
|
|
|
|
|
Lloyds TSB Group PLC
|
|
|
26,789,364
|
|
|
3,518,992
|
|
|
|
|
Royal Bank of Scotland Group PLC
|
|
|
26,605,358
|
|
See Accompanying Notes to Financial
Statements
21
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 29, 2008 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
United Kingdom (continued)
|
|
2,487,034
|
|
|
|
|
Tate & Lyle PLC
|
|
$
|
25,752,227
|
|
|
1,988,195
|
|
|
|
|
United Utilities PLC
|
|
|
27,224,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294,201,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States: 26.2%
|
|
367,026
|
|
|
@
|
|
Altria Group, Inc.
|
|
|
26,844,282
|
|
|
389,598
|
|
|
|
|
Ameren Corp.
|
|
|
16,635,835
|
|
|
774,983
|
|
|
|
|
AT&T, Inc.
|
|
|
26,992,658
|
|
|
595,687
|
|
|
|
|
Bank of America Corp.
|
|
|
23,672,601
|
|
|
1,109,871
|
|
|
|
|
Bristol-Myers Squibb Co.
|
|
|
25,094,183
|
|
|
1,036,871
|
|
|
|
|
Citigroup, Inc.
|
|
|
24,584,211
|
|
|
909,532
|
|
|
@
|
|
Citizens Communications Co.
|
|
|
9,768,374
|
|
|
427,991
|
|
|
|
|
Consolidated Edison, Inc.
|
|
|
17,500,552
|
|
|
699,591
|
|
|
|
|
Dow Chemical Co.
|
|
|
26,367,585
|
|
|
931,878
|
|
|
|
|
Duke Energy Corp.
|
|
|
16,345,140
|
|
|
660,549
|
|
|
|
|
Foot Locker, Inc.
|
|
|
8,124,753
|
|
|
498,466
|
|
|
|
|
General Electric Co.
|
|
|
16,519,163
|
|
|
540,835
|
|
|
@
|
|
Kraft Foods, Inc.
|
|
|
16,857,827
|
|
|
981,928
|
|
|
@
|
|
Leggett & Platt, Inc.
|
|
|
16,398,198
|
|
|
865,386
|
|
|
|
|
Masco Corp.
|
|
|
16,174,064
|
|
|
377,923
|
|
|
|
|
MeadWestvaco Corp.
|
|
|
9,697,504
|
|
|
506,257
|
|
|
@
|
|
OGE Energy Corp.
|
|
|
16,438,165
|
|
|
1,195,274
|
|
|
|
|
Pfizer, Inc.
|
|
|
26,630,705
|
|
|
196,093
|
|
|
@
|
|
Rayonier, Inc.
|
|
|
8,343,757
|
|
|
476,502
|
|
|
|
|
Southern Co.
|
|
|
16,453,614
|
|
|
422,817
|
|
|
|
|
Spectra Energy Corp.
|
|
|
9,771,301
|
|
|
773,708
|
|
|
|
|
US Bancorp.
|
|
|
24,774,130
|
|
|
308,788
|
|
|
@
|
|
UST, Inc.
|
|
|
16,764,101
|
|
|
613,930
|
|
|
|
|
Wachovia Corp.
|
|
|
18,798,537
|
|
|
499,488
|
|
|
|
|
Washington Mutual, Inc.
|
|
|
7,392,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
442,943,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
(Cost $1,678,253,408)
|
|
|
1,557,174,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE INVESTMENT TRUSTS: 1.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia: 0.6%
|
|
622,995
|
|
|
|
|
Westfield Group
|
|
|
9,987,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,987,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands: 0.6%
|
|
105,501
|
|
|
|
|
Corio NV
|
|
|
9,778,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,778,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States 0.6%
|
|
283,217
|
|
|
|
|
Hospitality Properties Trust
|
|
|
10,289,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,289,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate Investment Trusts
(Cost $29,007,854)
|
|
|
30,054,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
|
|
|
|
Contracts
|
|
Counterparty
|
|
|
|
Value
|
|
|
|
PURCHASED PUT OPTIONS: 0.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia: 0.1%
|
|
5,500
|
|
|
Goldman Sachs
|
|
S&P/ASX
200 Index, Strike Price 5,590.888 AUD, Expires 03/14/08
|
|
$
|
772,325
|
|
|
3,500
|
|
|
Morgan Stanley
|
|
S&P/ASX 200 Index, Strike Price 4,767.495 AUD, Expires
04/18/08
|
|
|
137,458
|
|
|
5,100
|
|
|
Morgan Stanley
|
|
S&P/ASX 200 Index, Strike Price 5,019.600 AUD, Expires
05/16/08
|
|
|
510,901
|
|
|
25,000,000
|
|
|
Goldman Sachs
|
|
Australian Dollar Currency Option (AUD/USD), Strike Price
0.8051, Expires 03/18/08
|
|
|
|
|
|
20,000,000
|
|
|
Barclays
|
|
Australian Dollar Currency Option (AUD/USD), Strike Price
0.8102, Expires 04/23/08
|
|
|
1,190
|
|
|
22,000,000
|
|
|
Deutsche Bank
|
|
Australian Dollar Currency Option (AUD/USD), Strike Price
0.8558, Expires 05/23/08
|
|
|
66,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,488,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European Union: 0.4%
|
|
12,800
|
|
|
Morgan Stanley
|
|
Dow Jones Euro Stoxx 50 Index, Strike Price 3,525.000 EUR,
Expires 03/14/08
|
|
|
419,882
|
|
|
20,000
|
|
|
Morgan Stanley
|
|
Dow Jones Euro Stoxx 50 Index, Strike Price 3,697.330 EUR,
Expires 04/18/08
|
|
|
3,811,097
|
|
|
17,500
|
|
|
Goldman Sachs
|
|
Dow Jones Euro Stoxx 50 Index, Strike Price 3,375.040 EUR,
Expires 05/16/08
|
|
|
1,948,800
|
|
|
90,000,000
|
|
|
Goldman Sachs
|
|
European Union Currency Option (EUR/USD), Strike Price 1.3827,
Expires 03/18/08
|
|
|
2
|
|
|
85,000,000
|
|
|
Goldman Sachs
|
|
European Union Currency Option (EUR/USD), Strike Price 1.3961,
Expires 04/23/08
|
|
|
1,381
|
|
|
82,500,000
|
|
|
Goldman Sachs
|
|
European Union Currency Option (EUR/USD), Strike Price 1.4110,
Expires 05/23/08
|
|
|
18,583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,199,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom: 0.1%
|
|
4,900
|
|
|
Morgan Stanley
|
|
FTSE 100 Index, Strike Price 5,445.000 GBP, Expires 03/14/08
|
|
|
209,402
|
|
|
5,200
|
|
|
Morgan Stanley
|
|
FTSE 100 Index, Strike Price 5,323.430 GBP, Expires 04/18/08
|
|
|
737,476
|
|
|
5,750
|
|
|
Deutsche Bank, AG
|
|
FTSE 100 Index, Strike Price 5,240.780 GBP, Expires 05/16/08
|
|
|
1,051,206
|
|
|
65,000,000
|
|
|
Goldman Sachs
|
|
United Kingdom Currency Option (GBP/USD), Strike Price 1.9250,
Expires 03/18/08
|
|
|
12,561
|
|
See Accompanying Notes to Financial
Statements
22
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 29, 2008 (continued)
|
|
|
|
|
|
|
|
|
|
|
No. of
|
|
|
|
|
|
|
Contracts
|
|
Counterparty
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
United Kingdom (continued)
|
|
65,000,000
|
|
|
Deutsche Bank, AG
|
|
United Kingdom Currency Option (GBP/USD), Strike Price 1.8642,
Expires 04/23/08
|
|
$
|
17,220
|
|
|
62,500,000
|
|
|
Deutsche Bank, AG
|
|
United Kingdom Currency Option (GBP/USD), Strike Price 1.8700,
Expires 05/23/08
|
|
|
79,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,107,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States: 0.1%
|
|
60,000
|
|
|
Deutsche Bank, AG
|
|
S&P 500 Index, Strike Price 1,230.000 USD, Expires 03/14/08
|
|
|
229,508
|
|
|
72,000
|
|
|
Deutsche Bank, AG
|
|
S&P 500 Index, Strike Price 1,210.950 USD, Expires 04/18/08
|
|
|
998,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
Goldman Sachs
|
|
S&P 500 Index, Strike Price 1,203.320 USD, Expires 05/16/08
|
|
$
|
1,466,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,694,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Purchased Put Options
(Cost $20,693,310)
|
|
|
12,490,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments in Securities
|
|
|
|
|
(Cost $1,727,954,572)*
|
|
|
94.6
|
%
|
|
$
|
1,599,719,053
|
|
|
|
|
|
Other Assets and
Liabilities - Net
|
|
|
5.4
|
|
|
|
91,738,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
100.0
|
%
|
|
$
|
1,691,457,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
@
|
|
Non-income producing security
|
ADR
|
|
American Depositary Receipt
|
|
|
|
*
|
|
Cost for federal income tax purposes is $1,745,552,281.
|
|
|
|
|
|
Net unrealized depreciation consists of:
|
|
|
|
|
|
Gross Unrealized Appreciation
|
|
$
|
56,639,266
|
|
Gross Unrealized Depreciation
|
|
|
(202,472,494
|
)
|
|
|
|
|
|
Net Unrealized Depreciation
|
|
$
|
(145,833,228
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
Industry
|
|
Net Assets
|
|
|
Aerospace/Defense
|
|
|
0.9
|
%
|
Agriculture
|
|
|
4.2
|
|
Banks
|
|
|
21.9
|
|
Beverages
|
|
|
1.2
|
|
Building Materials
|
|
|
2.0
|
|
Chemicals
|
|
|
1.6
|
|
Coal
|
|
|
0.2
|
|
Computers
|
|
|
0.7
|
|
Diversified
|
|
|
0.6
|
|
Diversified Financial Services
|
|
|
2.0
|
|
Electric
|
|
|
7.5
|
|
Entertainment
|
|
|
1.5
|
|
Food
|
|
|
2.5
|
|
Forest Products & Paper
|
|
|
2.1
|
|
Hotels
|
|
|
0.6
|
|
Insurance
|
|
|
4.6
|
|
Lodging
|
|
|
0.4
|
|
Media
|
|
|
2.7
|
|
Miscellaneous Manufacturing
|
|
|
2.4
|
|
Oil & Gas
|
|
|
8.8
|
|
Pharmaceuticals
|
|
|
7.5
|
|
Pipelines
|
|
|
1.6
|
|
Purchased Option
|
|
|
0.7
|
|
Real Estate
|
|
|
0.6
|
|
Retail
|
|
|
1.4
|
|
Savings & Loans
|
|
|
0.4
|
|
Semiconductors
|
|
|
1.7
|
|
Shopping Centers
|
|
|
0.6
|
|
Telecommunications
|
|
|
10.1
|
|
Water
|
|
|
1.6
|
|
Other Assets and Liabilities Net
|
|
|
5.4
|
|
|
|
|
|
|
Net Assets
|
|
|
100.0
|
%
|
|
|
|
|
|
Written Call
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# of
|
|
|
|
|
|
Expiration
|
|
|
|
|
|
Premiums
|
|
|
Contracts
|
|
Counterparty
|
|
Description
|
|
Date
|
|
Strike
|
|
|
|
Received
|
|
Value
|
|
|
562,000
|
|
|
Goldman Sachs
|
|
Australia and New Zealand Banking Group Ltd.
|
|
|
04/16/08
|
|
|
|
23.030
|
|
|
|
AUD
|
|
|
$
|
771,002
|
|
|
$
|
(570,717
|
)
|
|
907,000
|
|
|
Deutsche Bank, AG
|
|
Fosters Group Ltd.
|
|
|
04/16/08
|
|
|
|
5.231
|
|
|
|
AUD
|
|
|
|
210,224
|
|
|
|
(240,137
|
)
|
|
281,000
|
|
|
Goldman Sachs
|
|
Suncorp-Metway Ltd.
|
|
|
04/16/08
|
|
|
|
14.500
|
|
|
|
AUD
|
|
|
|
204,881
|
|
|
|
(156,324
|
)
|
|
110,000
|
|
|
Deutsche Bank, AG
|
|
Wesfarmers Ltd.
|
|
|
04/16/08
|
|
|
|
39.286
|
|
|
|
AUD
|
|
|
|
231,649
|
|
|
|
(185,841
|
)
|
|
289,000
|
|
|
Goldman Sachs
|
|
Westfield Group
|
|
|
04/16/08
|
|
|
|
17.660
|
|
|
|
AUD
|
|
|
|
271,090
|
|
|
|
(218,604
|
)
|
|
97,000
|
|
|
Merrill Lynch
|
|
TransCanada Corp.
|
|
|
04/16/08
|
|
|
|
39.850
|
|
|
|
CAD
|
|
|
|
102,220
|
|
|
|
(72,871
|
)
|
|
174,000
|
|
|
UBS AG, London
|
|
Danske Bank A/S
|
|
|
04/16/08
|
|
|
|
184.750
|
|
|
|
DKK
|
|
|
|
300,681
|
|
|
|
(212,154
|
)
|
|
152,000
|
|
|
Societe Generale
|
|
Banco Santander S.A.
|
|
|
04/16/08
|
|
|
|
51.330
|
|
|
|
EUR
|
|
|
|
480,780
|
|
|
|
(313,516
|
)
|
|
129,000
|
|
|
Deutsche Bank, AG
|
|
BNP Paribas
|
|
|
04/16/08
|
|
|
|
62.751
|
|
|
|
EUR
|
|
|
|
688,720
|
|
|
|
(403,651
|
)
|
|
27,000
|
|
|
Deutsche Bank, AG
|
|
Corio NV
|
|
|
04/16/08
|
|
|
|
64.250
|
|
|
|
EUR
|
|
|
|
126,692
|
|
|
|
(78,472
|
)
|
|
413,000
|
|
|
Societe Generale
|
|
Deutsche Telekom AG
|
|
|
04/16/08
|
|
|
|
12.850
|
|
|
|
EUR
|
|
|
|
306,836
|
|
|
|
(310,604
|
)
|
|
1,442,000
|
|
|
Merrill Lynch
|
|
Enel S.p.A.
|
|
|
04/16/08
|
|
|
|
7.306
|
|
|
|
EUR
|
|
|
|
539,722
|
|
|
|
(360,760
|
)
|
|
462,000
|
|
|
Merrill Lynch
|
|
ENI S.p.A.
|
|
|
04/16/08
|
|
|
|
23.160
|
|
|
|
EUR
|
|
|
|
615,766
|
|
|
|
(551,370
|
)
|
|
747,000
|
|
|
Merrill Lynch
|
|
Fortis
|
|
|
04/16/08
|
|
|
|
15.090
|
|
|
|
EUR
|
|
|
|
1,085,409
|
|
|
|
(852,477
|
)
|
|
231,000
|
|
|
Goldman Sachs
|
|
France Telecom S.A.
|
|
|
04/16/08
|
|
|
|
22.940
|
|
|
|
EUR
|
|
|
|
346,720
|
|
|
|
(12,924
|
)
|
|
1,910,000
|
|
|
Morgan Stanley
|
|
Intesa Sanpaolo
|
|
|
04/16/08
|
|
|
|
4.565
|
|
|
|
EUR
|
|
|
|
498,678
|
|
|
|
(356,250
|
)
|
|
433,000
|
|
|
JPMorgan Chase, London
|
|
Royal Dutch Shell PLC
|
|
|
04/16/08
|
|
|
|
23.970
|
|
|
|
EUR
|
|
|
|
617,433
|
|
|
|
(542,127
|
)
|
|
3,917,000
|
|
|
Societe Generale
|
|
Telecom Italia S.p.A.
|
|
|
04/16/08
|
|
|
|
1.310
|
|
|
|
EUR
|
|
|
|
402,278
|
|
|
|
(348,262
|
)
|
|
179,000
|
|
|
Deutsche Bank, AG
|
|
ThyssenKrupp AG
|
|
|
04/16/08
|
|
|
|
14.768
|
|
|
|
EUR
|
|
|
|
202,708
|
|
|
|
(238,658
|
)
|
|
210,000
|
|
|
Societe Generale
|
|
Total S.A.
|
|
|
04/16/08
|
|
|
|
50.380
|
|
|
|
EUR
|
|
|
|
611,676
|
|
|
|
(531,442
|
)
|
|
1,741,000
|
|
|
Morgan Stanley
|
|
UniCredit S.p.A.
|
|
|
04/16/08
|
|
|
|
5.092
|
|
|
|
EUR
|
|
|
|
666,202
|
|
|
|
(417,279
|
)
|
|
292,000
|
|
|
Merrill Lynch
|
|
Vivendi
|
|
|
04/16/08
|
|
|
|
26.990
|
|
|
|
EUR
|
|
|
|
497,144
|
|
|
|
(356,468
|
)
|
See Accompanying Notes to Financial
Statements
23
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 29, 2008 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# of
|
|
|
|
|
|
Expiration
|
|
|
|
|
|
Premiums
|
|
|
Contracts
|
|
Counterparty
|
|
Description
|
|
Date
|
|
Strike
|
|
|
|
Received
|
|
Value
|
|
|
295,000
|
|
|
Morgan Stanley
|
|
AstraZeneca PLC
|
|
|
04/16/08
|
|
|
|
19.589
|
|
|
|
GBP
|
|
|
$
|
523,688
|
|
|
$
|
(337,879
|
)
|
|
337,000
|
|
|
Citibank, N.A., London
|
|
B.A.T Industries PLC
|
|
|
04/16/08
|
|
|
|
19.105
|
|
|
|
GBP
|
|
|
|
529,650
|
|
|
|
(287,257
|
)
|
|
1,079,000
|
|
|
Goldman Sachs
|
|
BP PLC
|
|
|
04/16/08
|
|
|
|
5.519
|
|
|
|
GBP
|
|
|
|
476,876
|
|
|
|
(447,923
|
)
|
|
533,000
|
|
|
Morgan Stanley
|
|
GlaxoSmithKline PLC
|
|
|
04/16/08
|
|
|
|
11.297
|
|
|
|
GBP
|
|
|
|
486,842
|
|
|
|
(355,785
|
)
|
|
314,000
|
|
|
Goldman Sachs
|
|
HSBC Holdings PLC
|
|
|
04/16/08
|
|
|
|
7.926
|
|
|
|
GBP
|
|
|
|
240,028
|
|
|
|
(195,144
|
)
|
|
1,379,000
|
|
|
Goldman Sachs
|
|
Lloyds TSB Group PLC
|
|
|
04/16/08
|
|
|
|
4.453
|
|
|
|
GBP
|
|
|
|
693,235
|
|
|
|
(554,435
|
)
|
|
1,669,000
|
|
|
Deutsche Bank, AG
|
|
Royal Bank of Scotland Group PLC
|
|
|
04/16/08
|
|
|
|
3.894
|
|
|
|
GBP
|
|
|
|
837,691
|
|
|
|
(506,928
|
)
|
|
599,000
|
|
|
Goldman Sachs
|
|
CLP Holdings Ltd.
|
|
|
04/16/08
|
|
|
|
62.350
|
|
|
|
HKD
|
|
|
|
215,964
|
|
|
|
(207,675
|
)
|
|
433,000
|
|
|
Morgan Stanley
|
|
Hang Seng Bank Ltd.
|
|
|
04/16/08
|
|
|
|
145.450
|
|
|
|
HKD
|
|
|
|
511,466
|
|
|
|
(625,056
|
)
|
|
1,196,000
|
|
|
Goldman Sachs
|
|
Telecom Corp. of New Zealand
|
|
|
04/16/08
|
|
|
|
3.890
|
|
|
|
NZD
|
|
|
|
136,754
|
|
|
|
(110,295
|
)
|
|
1,054,000
|
|
|
JPMorgan Chase, London
|
|
TeliaSonera AB
|
|
|
04/16/08
|
|
|
|
47.730
|
|
|
|
SEK
|
|
|
|
347,579
|
|
|
|
(127,789
|
)
|
|
304,000
|
|
|
BNP Paribas
|
|
DBS Group Hldg. Ltd.
|
|
|
04/16/08
|
|
|
|
17.281
|
|
|
|
SGD
|
|
|
|
209,319
|
|
|
|
(184,241
|
)
|
|
169,000
|
|
|
Goldman Sachs
|
|
Altria Group, Inc.
|
|
|
04/16/08
|
|
|
|
72.840
|
|
|
|
USD
|
|
|
|
391,759
|
|
|
|
(330,609
|
)
|
|
178,000
|
|
|
Citibank, N.A.,London
|
|
Ameren Corp.
|
|
|
04/16/08
|
|
|
|
42.421
|
|
|
|
USD
|
|
|
|
203,098
|
|
|
|
(50,040
|
)
|
|
355,000
|
|
|
Deutsche Bank, AG
|
|
AT&T Inc.
|
|
|
04/16/08
|
|
|
|
35.745
|
|
|
|
USD
|
|
|
|
540,594
|
|
|
|
(406,499
|
)
|
|
273,000
|
|
|
ABN AMRO
|
|
Bank of America Corp.
|
|
|
04/16/08
|
|
|
|
40.999
|
|
|
|
USD
|
|
|
|
579,852
|
|
|
|
(346,838
|
)
|
|
516,000
|
|
|
Merrill Lynch
|
|
Bristol-Myers Squibb Co.
|
|
|
04/16/08
|
|
|
|
22.900
|
|
|
|
USD
|
|
|
|
513,936
|
|
|
|
(426,697
|
)
|
|
463,000
|
|
|
Goldman Sachs
|
|
Citigroup Inc.
|
|
|
04/16/08
|
|
|
|
25.082
|
|
|
|
USD
|
|
|
|
743,208
|
|
|
|
(453,516
|
)
|
|
425,000
|
|
|
Morgan Stanley
|
|
Citizens Communications Co.
|
|
|
04/16/08
|
|
|
|
10.900
|
|
|
|
USD
|
|
|
|
222,700
|
|
|
|
(169,932
|
)
|
|
184,000
|
|
|
JPMorgan Chase, London
|
|
Consolidated Edison, Inc.
|
|
|
04/16/08
|
|
|
|
41.293
|
|
|
|
USD
|
|
|
|
214,268
|
|
|
|
(194,530
|
)
|
|
426,000
|
|
|
JPMorgan Chase, London
|
|
Duke Energy Corp.
|
|
|
04/16/08
|
|
|
|
17.968
|
|
|
|
USD
|
|
|
|
244,933
|
|
|
|
(183,514
|
)
|
|
56,000
|
|
|
Merrill Lynch
|
|
Enerplus Resources Fund
|
|
|
04/16/08
|
|
|
|
43.130
|
|
|
|
USD
|
|
|
|
71,008
|
|
|
|
(74,612
|
)
|
|
152,000
|
|
|
Deutsche Bank, AG
|
|
Foot Locker, Inc.
|
|
|
04/16/08
|
|
|
|
12.510
|
|
|
|
USD
|
|
|
|
133,167
|
|
|
|
(126,933
|
)
|
|
79,000
|
|
|
Merrill Lynch
|
|
Fording Canadian Coal Trust
|
|
|
04/16/08
|
|
|
|
50.530
|
|
|
|
USD
|
|
|
|
267,020
|
|
|
|
(225,757
|
)
|
|
231,000
|
|
|
Deutsche Bank, AG
|
|
General Electric Co.
|
|
|
04/16/08
|
|
|
|
33.702
|
|
|
|
USD
|
|
|
|
268,584
|
|
|
|
(195,264
|
)
|
|
67,000
|
|
|
Deutsche Bank, AG
|
|
Hospitality Properties Trust
|
|
|
04/16/08
|
|
|
|
36.017
|
|
|
|
USD
|
|
|
|
89,043
|
|
|
|
(114,415
|
)
|
|
247,000
|
|
|
ABN AMRO
|
|
Kraft Foods Inc.
|
|
|
04/16/08
|
|
|
|
31.368
|
|
|
|
USD
|
|
|
|
274,170
|
|
|
|
(224,961
|
)
|
|
222,000
|
|
|
Deutsche Bank, AG
|
|
Leggett & Platt Inc.
|
|
|
04/16/08
|
|
|
|
17.025
|
|
|
|
USD
|
|
|
|
172,183
|
|
|
|
(147,478
|
)
|
|
402,000
|
|
|
Deutsche Bank, AG
|
|
Masco Corp.
|
|
|
04/16/08
|
|
|
|
19.600
|
|
|
|
USD
|
|
|
|
449,918
|
|
|
|
(320,626
|
)
|
|
551,000
|
|
|
ABN AMRO
|
|
Pfizer Inc.
|
|
|
04/16/08
|
|
|
|
22.571
|
|
|
|
USD
|
|
|
|
416,556
|
|
|
|
(367,024
|
)
|
|
46,000
|
|
|
Merrill Lynch
|
|
Rayonier Inc.
|
|
|
04/16/08
|
|
|
|
42.690
|
|
|
|
USD
|
|
|
|
89,010
|
|
|
|
(79,238
|
)
|
|
218,000
|
|
|
Deutsche Bank, AG
|
|
Southern Co.
|
|
|
04/16/08
|
|
|
|
35.185
|
|
|
|
USD
|
|
|
|
214,774
|
|
|
|
(162,239
|
)
|
|
195,000
|
|
|
JPMorgan Chase, London
|
|
Spectra Energy Corp.
|
|
|
04/16/08
|
|
|
|
23.996
|
|
|
|
USD
|
|
|
|
144,119
|
|
|
|
(92,256
|
)
|
|
801,000
|
|
|
Merrill Lynch
|
|
Taiwan Semiconductor Manufacturing Co. Ltd.
|
|
|
04/16/08
|
|
|
|
10.040
|
|
|
|
USD
|
|
|
|
346,833
|
|
|
|
(275,488
|
)
|
|
183,000
|
|
|
Merrill Lynch
|
|
Tele Norte Leste Participacoes S.A.
|
|
|
04/16/08
|
|
|
|
26.570
|
|
|
|
USD
|
|
|
|
310,734
|
|
|
|
(204,461
|
)
|
|
320,000
|
|
|
Morgan Stanley
|
|
The Dow Chemical Co.
|
|
|
04/16/08
|
|
|
|
37.859
|
|
|
|
USD
|
|
|
|
487,360
|
|
|
|
(313,211
|
)
|
|
353,000
|
|
|
Deutsche Bank, AG
|
|
US Bancorp
|
|
|
04/16/08
|
|
|
|
32.541
|
|
|
|
USD
|
|
|
|
447,992
|
|
|
|
(417,676
|
)
|
|
138,000
|
|
|
Morgan Stanley
|
|
UST Inc.
|
|
|
04/16/08
|
|
|
|
54.964
|
|
|
|
USD
|
|
|
|
339,894
|
|
|
|
(233,639
|
)
|
|
282,000
|
|
|
Citibank, N.A.,London
|
|
Wachovia Corp.
|
|
|
04/16/08
|
|
|
|
32.430
|
|
|
|
USD
|
|
|
|
651,138
|
|
|
|
(410,111
|
)
|
|
229,000
|
|
|
Merrill Lynch
|
|
Washington Mutual, Inc.
|
|
|
04/16/08
|
|
|
|
15.750
|
|
|
|
USD
|
|
|
|
385,636
|
|
|
|
(294,538
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
24,201,090
|
|
|
$
|
(18,113,417
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Premiums Received:
|
|
$
|
24,201,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities for Call Options Written:
|
|
$
|
18,113,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Accompanying Notes to Financial
Statements
24
PORTFOLIO
OF INVESTMENTS
ING
Global Equity Dividend and Premium Opportunity Fund
as
of February 29, 2008 (continued)
Supplemental
Option Information (Unaudited)
|
|
|
Supplemental Call Option Statistics as of February 29,
2008
|
|
|
% of Total Net Assets against which calls written
|
|
31%
|
Average Days to Expiration
|
|
47 days
|
Average Call Moneyness* at time written
|
|
ATM
|
Premium received for calls
|
|
$24,201,090
|
Value of calls
|
|
$(18,113,417)
|
|
|
|
Supplemental Put Option Statistics as of February 29,
2008
|
|
|
% of Total Net Assets against which Currency puts purchased
|
|
30%
|
Average Days to Expiration
|
|
52 days
|
% of Total Net Assets against which Index puts purchased
|
|
48%
|
Average Days to Expiration
|
|
47 days
|
Average Currency Put Moneyness* at time purchased
|
|
5% OTM
|
Average Index Put Moneyness* at time purchased
|
|
5% OTM
|
Premium Paid for puts
|
|
$20,693,310
|
Value of puts
|
|
$12,490,223
|
|
|
*
|
Moneyness is the term
used to describe the relationship between the price of the
underlying asset and the options exercise or strike price.
For example, a call (buy) option is considered
in-the-money
when the value of the underlying asset exceeds the strike price.
Conversely, a put (sell) option is considered
in-the-money
when its strike price exceeds the value of the underlying asset.
Options are characterized for the purpose of Moneyness as,
in-the-money
(ITM),
out-of-the-money
(OTM) or
at-the-money
(ATM), where the underlying asset value equals the
strike price.
|
See Accompanying Notes to Financial
Statements
25
SHAREHOLDER
MEETING INFORMATION
(Unaudited)
A special meeting of shareholders was held June 14,
2007, at the offices of ING Funds, 7337 East Doubletree Ranch
Road, Scottsdale, AZ 85258.
A brief description of the matter voted upon as well as the
result is outlined below:
ING Global Equity
Dividend and Premium Opportunity Fund, Class II
Trustees
Matter:
To elect three Class II Trustees to represent the interests
of the holders of Common Shares of the Fund until the election
and qualification of their
successors.(1)
Results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares voted
|
|
|
|
|
|
|
|
|
Shares
|
|
against or
|
|
Shares
|
|
Total
|
|
|
Proposal
|
|
voted for
|
|
withheld
|
|
abstained
|
|
Shares Voted
|
|
Class II Trustees
|
|
|
John V. Boyer
|
|
|
|
89,692,287.725
|
|
|
|
795,257.335
|
|
|
|
|
|
|
|
90,487,545.060
|
|
|
|
|
Patricia W. Chadwick
|
|
|
|
89,702,595.725
|
|
|
|
784,949.335
|
|
|
|
|
|
|
|
90,487,545.060
|
|
|
|
|
Sheryl K. Pressler
|
|
|
|
89,684,219.725
|
|
|
|
803,325.335
|
|
|
|
|
|
|
|
90,487,545.060
|
|
|
|
(1)
|
The proposal passed at this meeting.
|
26
TAX
INFORMATION
(Unaudited)
Dividends paid during the year ended February 29, 2008 were
as follows:
|
|
|
|
|
|
|
Fund Name
|
|
Type
|
|
Per Share Amount
|
|
ING Global Equity Dividend and Premium Opportunity Fund
|
|
NII
|
|
$
|
0.6173
|
|
|
|
STCG
|
|
$
|
1.1608
|
|
|
|
LTCG
|
|
$
|
0.1881
|
|
|
|
ROC
|
|
$
|
0.1028
|
|
NII Net investment income
STCG Short-term capital
gain
LTCG Long-term capital
gain
ROC Return of capital
Above figures may differ from those cited elsewhere in this
report due to differences in the calculation of income and gains
under U.S. generally accepted accounting principles (book)
purposes and Internal Revenue Service (tax) purposes.
Shareholders are strongly advised to consult their own tax
advisers with respect to the tax consequences of their
investments in the Fund. In January, shareholders, excluding
corporate shareholders, receive an IRS
1099-DIV
regarding the federal tax status of the dividends and
distributions they received in the calendar year.
27
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 Trust, as defined in the 1940 Act, is
an independent trustee (Independent Trustee). The
Trustees and Officers of the Trust are listed below. The
Statement of Additional Information includes additional
information about trustees of the Registrant and is available,
without charge, upon request at
(800) 992-0180.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Complex(2)
|
|
|
|
|
held with
|
|
and Length of
|
|
Principal Occupation(s)
|
|
Overseen
|
|
Other Directorships
|
Name, Address and Age
|
|
Trust
|
|
Time
Served(1)
|
|
during the Past Five Years
|
|
by Trustee
|
|
held by Trustee
|
|
Independent Trustees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 47
|
|
Trustee
|
|
October 2007
Present
|
|
Consultant (January 2005 Present). Formerly, Chief
Operating Officer, Ivy Asset Management Group (April
2002 October 2004).
|
|
179
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
John V. Boyer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54
|
|
Trustee
|
|
February 2005
Present
|
|
President, Bechtler Arts Foundation (March 2008
Present), and Consultant (July 2007 Present).
Formerly, President and Chief Executive Officer, Franklin and
Eleanor Roosevelt Institute (March 2006 July 2007),
and Executive Director, The Mark Twain House &
Museum(3)
(September 1989 November 2005).
|
|
179
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 59
|
|
Trustee
|
|
January 2006
Present
|
|
Consultant and President of self-owned company, Ravengate
Partners LLC (January 2000 Present).
|
|
179
|
|
Wisconsin Energy (June 2006 Present).
|
|
|
|
|
|
|
|
|
|
|
|
Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66
|
|
Trustee
|
|
October 2007
Present
|
|
Retired partner.
PricewaterhouseCoopers.
|
|
179
|
|
First Marblehead Corporation, (October 2003
Present); BlackRock Funds/State Street Research Funds, Trustee
(February 2004 January 2007); Tufts Health Plan,
Director (June 2006 Present); and University of
Connecticut, Trustee (November 2004 Present).
|
|
|
|
|
|
|
|
|
|
|
|
J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62
|
|
Trustee
|
|
February 2005
Present
|
|
President, Chief Executive Officer and Director, Bankers Trust
Company, N.A., Des Moines (June 1992 Present).
|
|
179
|
|
Midamerica Financial Corporation (December 2002
Present).
|
|
|
|
|
|
|
|
|
|
|
|
Patrick W. Kenny
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 65
|
|
Trustee
|
|
February 2005
Present
|
|
President and Chief Executive Officer, International Insurance
Society (June 2001 Present).
|
|
179
|
|
Assured Guaranty Ltd. (April 2004 Present); and
Odyssey Reinsurance Holdings (November 2006 Present).
|
|
|
|
|
|
|
|
|
|
|
|
Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 57
|
|
Trustee
|
|
January 2006
Present
|
|
Consultant (May 2001 Present).
|
|
179
|
|
Stillwater Mining Company (May 2002 Present);
California HealthCare Foundation (June 1999
Present); Romanian-American Enterprise Fund (February
2004 Present); and Global Alternative Asset
Management, Inc. (October 2007 Present).
|
28
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Complex(2)
|
|
|
|
|
held with
|
|
and Length of
|
|
Principal Occupation(s)
|
|
Overseen
|
|
Other Directorships
|
Name, Address and Age
|
|
Trust
|
|
Time
Served(1)
|
|
during the Past Five Years
|
|
by Trustee
|
|
held by Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62
|
|
Chairman/Trustee
|
|
February 2005
Present
|
|
President, Springwell Corporation (March 1989
Present).
|
|
179
|
|
UGI Corporation (February 2006 Present); and UGI
Utilities, Inc. (February 2006 Present).
|
|
Trustees who are
Interested Persons:
|
|
|
|
|
|
|
|
|
|
|
|
Robert W.
Crispin(4)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 61
|
|
Trustee
|
|
October 2007
Present
|
|
Retired Chairman and Chief Investment Officer, ING Investment
Management Co. (June 2001 December 2007).
|
|
179
|
|
ING Life Insurance and Annuity Company (May 2006
Present); ING USA Annuity and Life Insurance Company (May
2006 Present); Midwestern United Life Insurance
Company (May 2006 Present); ReliaStar Life Insurance
Company (May 2006 Present); Security Life of Denver
Insurance Company (May 2006 Present); Belair
Insurance Company Inc. (August 2005 Present); The
Nordic Insurance Company of Canada (February 2005
Present); Trafalgar Insurance Company of Canada (February
2005 Present); ING Novex Insurance Company of Canada
(February 2005 Present); Allianz Insurance Company
of Canada (February 2005 Present); ING Canada Inc.
(December 2004 Present); ING Bank, fsb (June
2001 Present); ING Investment Management, Inc (June
2001 December 2007); ING Insurance Company of Canada
(June 2001 Present); Sul America S.A. (June
2001 Present); and ING Foundation (March
2004 Present).
|
29
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Funds
|
|
|
|
|
|
|
|
|
|
|
in Fund
|
|
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Complex(2)
|
|
|
|
|
held with
|
|
and Length of
|
|
Principal Occupation(s)
|
|
Overseen
|
|
Other Directorships
|
Name, Address and Age
|
|
Trust
|
|
Time
Served(1)
|
|
during the Past Five Years
|
|
by Trustee
|
|
held by Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaun P.
Mathews(4)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52
|
|
Trustee
|
|
June 2006
Present
|
|
President and Chief Executive Officer, ING Investments, LLC
(December 2006 Present), and Head of ING USFS Mutual
Funds and Investment Products (November 2004
November 2006). Formerly, CMO, ING USFS (April 2002
October 2004), and Head of Rollover/Payout (October
2001 December 2003).
|
|
179
|
|
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(5),
ING Funds Services,
LLC(6),
ING Investments,
LLC(7)
and ING Pilgrim Funding, Inc. (March 2006 Present).
|
|
|
|
(1) |
|
The Board is divided into three
classes, with the term of one class expiring at each annual
meeting of the Fund. At each annual meeting, one class of
Trustees is elected to a three-year term and serves until their
successors are duly elected and qualified. The tenure of each
Trustee is subject to the Boards retirement policy, which
states that each duly elected or appointed Trustee who is not an
interested person of the Fund, as defined in the
Investment Company Act of 1940, as amended (1940
Act) (Independent Trustees), shall retire from
service as a Trustee at the conclusion of the first regularly
scheduled meeting of the Board that is held after (a) the
Trustee reaches the age of 70, if that Trustee qualifies for a
retirement benefit as discussed in the boards retirement
policy; or (b) the Trustee reaches the age of 72 or has
served as a Trustee for 15 years, if that Trustee does not
qualify for the retirement benefit. A unanimous vote of the
Board may extend the retirement date of a Trustee for up to one
year. An extension may be permitted if the retirement would
trigger a requirement to hold a meeting of shareholders of the
Fund under applicable law, whether for purposes of appointing a
successor to the Trustee or if otherwise necessary under
applicable law, in which case the extension would apply until
such time as the shareholder meeting can be held or is no longer
needed.
|
|
(1) |
|
Trustees serve until their
successors are duly elected and qualified, subject to the
Boards retirement policy which states that each duly
elected or appointed Trustee who is not an interested
person of the Fund, as defined in the 1940 Act
(Independent Trustees), shall retire from service as
a Trustee at the conclusion of the first regularly scheduled
meeting of the Board that is held after the Trustee reaches the
age of 70. A unanimous vote of the Board may extend the
retirement date of a Trustee for up to one year. An extension
may be permitted if the retirement would trigger a requirement
to hold a meeting of shareholders of the Fund under applicable
law, whether for purposes of appointing a successor to the
Trustee or if otherwise necessary under applicable law, in which
case the extension would apply until such time as the
shareholder meeting can be held or is no longer needed.
|
|
(2) |
|
For the purposes of this table,
Fund Complex means the following investment
companies: ING Asia Pacific High Dividend Equity Income Fund,
ING Equity Trust; ING Funds Trust; ING Global Equity Dividend
and Premium Opportunity Fund; ING Global Advantage and Premium
Opportunity Fund; ING International High Dividend Equity Income
Fund; ING Investors Trust; ING Mayflower Trust; ING Mutual
Funds; ING Prime Rate Trust; ING Risk Managed Natural Resources
Fund; ING Senior Income Fund; ING Variable Insurance Trust; ING
Variable Products Trust; and ING Partners, Inc.
|
|
(3) |
|
Shaun Mathews, President, ING USFS
Mutual Funds and Investment Products, has held a seat on the
Board of Directors of The Mark Twain House & Museum
since September 19, 2002. ING Groep N.V. makes
non-material, charitable contributions to The Mark Twain
House & Museum.
|
|
(4) |
|
Messrs. Mathews and Crispin
are deemed to be interested persons of the Trust as
defined in the 1940 Act because of their relationship with ING
Groep, the parent corporation of the Adviser, ING Investments,
LLC and the Distributor, ING Funds Distributor, LLC.
|
|
(5) |
|
ING Funds Distributor, LLC is the
successor in interest to ING Funds Distributor, Inc., which was
previously known as ING Pilgrim Securities, Inc., and before
that was known as Pilgrim Securities, Inc., and before that was
known as Pilgrim America Securities, Inc.
|
|
(6) |
|
ING Investments, LLC was previously
named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC
is the successor in interest to ING Pilgrim Investments, Inc.,
which was previously known as Pilgrim Investments, Inc. and
before that was known as Pilgrim America Investments, Inc.
|
|
(7) |
|
ING Funds Services, LLC was
previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC
is the successor in interest to ING Pilgrim Group, Inc., which
was previously known as Pilgrim Group, Inc. and before that was
known as Pilgrim America Group, Inc.
|
30
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
with the Trust
|
|
Time
Served(1)
|
|
during the Past Five Years
|
|
Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shaun P.
Mathews(5)
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52
|
|
President and Chief Executive Officer
|
|
November 2006 Present
|
|
President and Chief Executive Officer, ING Investments,
LLC(2)
and ING Funds Services,
LLC(3)
(December 2006 Present); and Head of ING USFS Mutual
Funds and Investment Products (November 2004
November 2006). Formerly, CMO, ING USFS (April 2002
October 2004); and Head of Rollover/Payout (October
2001 December 2003).
|
|
|
|
|
|
|
|
Michael J. Roland
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49
|
|
Executive Vice President
|
|
January 2005 Present
|
|
Head of Mutual Fund Platform (February 2007
Present); and Executive Vice President, ING Investments,
LLC(2)
and ING Funds Services,
LLC(3)
(December 2001 Present). Formerly, Head of Product
Management (January 2005 January 2007); Chief
Compliance Officer, ING Investments,
LLC(2)
and Directed Services,
LLC(6)
(October 2004 December 2005); and Chief Financial
Officer and Treasurer, ING Investments,
LLC(2)
(December 2001 March 2005).
|
|
|
|
|
|
|
|
Stanley D. Vyner
230 Park Avenue
New York, New York 10169
Age: 57
|
|
Executive Vice President
|
|
January 2005 Present
|
|
Executive Vice President, ING Investments,
LLC(2)
(July 2000 Present); and Chief Investment Risk
Officer, ING Investments,
LLC(2)
(January 2003 Present). Formerly, Chief Investment
Officer of International Investments (August 2000
January 2003).
|
|
|
|
|
|
|
|
Joseph M. ODonnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53
|
|
Executive Vice President and Chief Compliance Officer
|
|
March 2006 Present
January 2005 Present
|
|
Chief Compliance Officer of the ING Funds (November
2004 Present), ING Investments,
LLC(2)
and Directed Services,
LLC(6)
(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).
|
|
|
|
|
|
|
|
Todd Modic
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40
|
|
Senior Vice President, Chief/Principal Financial Officer and
Assistant Secretary
|
|
May 2005 Present
|
|
Senior Vice President, ING Funds Services,
LLC(3)
(April 2005 - Present). Formerly, Vice President, ING Funds
Services,
LLC(3)
(September 2002 March 2005); and Director of
Financial Reporting, ING Investments,
LLC(2)
(March 2001 September 2002).
|
|
|
|
|
|
|
|
Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 43
|
|
Senior Vice President
|
|
January 2005 Present
|
|
Senior Vice President, ING Investments,
LLC(2)
(October 2003 Present). Formerly, Vice President and
Assistant Secretary, ING Investments,
LLC(2)
(January 2001 October 2003).
|
31
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
with the Trust
|
|
Time
Served(1)
|
|
during the Past Five Years
|
|
|
|
|
|
|
|
|
Robert Terris
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 37
|
|
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(3)
(March 2006 Present). Formerly, Vice President of
Administration, ING Funds Services,
LLC(3)
(October 2001 March 2006).
|
|
|
|
|
|
|
|
Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40
|
|
Vice President and Treasurer
|
|
January 2005 Present
|
|
Vice President and Treasurer, ING Funds Services,
LLC(3)
(October 2001 Present) and ING Investments,
LLC(2)
(August 1997 Present).
|
|
|
|
|
|
|
|
Lauren D. Bensinger
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54
|
|
Vice President
|
|
January 2005 Present
|
|
Vice President and Chief Compliance Officer, ING Funds
Distributor,
LLC(4)
(July 1995 Present); and Vice President, ING
Investments,
LLC(2)
(February 1996 Present); and Director of Compliance,
ING Investments,
LLC(2)
(October 2004 Present). Formerly, Chief Compliance
Officer, ING Investments,
LLC(2)
(October 2001 October 2004).
|
|
|
|
|
|
|
|
William Evans
10 State House Road
Hartford, Connecticut 06103
Age: 35
|
|
Vice President
|
|
September 2007 Present
|
|
Vice President, Head of Mutual Fund Advisory Group (April
2007 Present), Vice President, U.S. Mutual Funds and
Investment Products (May 2005 April 2007), Senior
Fund Analyst, U.S. Mutual Funds and Investment Products (May
2002 May 2005).
|
|
|
|
|
|
|
|
Maria M. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49
|
|
Vice President
|
|
January 2005 Present
|
|
Vice President, ING Funds Services,
LLC(3)
(September 2004 Present). Formerly, Assistant Vice
President, ING Funds Services,
LLC(3)
(October 2001 September 2004); and Manager of Fund
Accounting and Fund Compliance, ING Investments,
LLC(2)
(September 1999 October 2001).
|
|
|
|
|
|
|
|
Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44
|
|
Vice President
|
|
January 2007 Present
|
|
Vice President, ING Funds Services,
LLC(3)
(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).
|
|
|
|
|
|
|
|
Kimberly K. Palmer
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50
|
|
Vice President
|
|
March 2006 Present
|
|
Vice President, ING Funds Services,
LLC(3)
(March 2006 Present). Formerly, Assistant Vice
President, ING Funds Services,
LLC(3)
(August 2004 March 2006); Manager, Registration
Statements, ING Funds Services,
LLC(3)
(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).
|
32
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
Position(s) Held
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
with the Trust
|
|
Time
Served(1)
|
|
during the Past Five Years
|
|
|
|
|
|
|
|
|
Susan P. Kinens
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 31
|
|
Assistant Vice President
|
|
January 2005 Present
|
|
Assistant Vice President, ING Funds Services,
LLC(3)
(December 2002 Present); and has held various other
positions with ING Funds Services,
LLC(3)
for more than the last five years.
|
|
|
|
|
|
|
|
Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44
|
|
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 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45
|
|
Assistant Secretary
|
|
January 2005 Present
|
|
Senior 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
shall have been elected and qualified.
|
|
(2) |
|
ING Investments, LLC was previously
named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC
is the successor in interest to ING Pilgrim Investments, Inc.,
which was previously known as Pilgrim Investments, Inc. and
before that was known as Pilgrim America Investments, Inc.
|
|
(3) |
|
ING Funds Services, LLC was
previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC
is the successor in interest to ING Pilgrim Group, Inc., which
was previously known as Pilgrim Group, Inc. and before that was
known as Pilgrim America Group, Inc.
|
|
(4) |
|
ING Funds Distributor, LLC is the
successor in interest to ING Funds Distributor, Inc., which was
previously known as ING Pilgrim Securities, Inc., and before
that was known as Pilgrim Securities, Inc., and before that was
known as Pilgrim America Securities, Inc.
|
|
(5) |
|
Mr. Mathews commenced services
as CEO and President of the ING Funds on November 11, 2006.
|
|
(6) |
|
Directed Services, LLC is the
successor in interest to Directed Services, Inc.
|
33
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
Board
Consideration and Re-Approval of Investment Advisory and
Sub-Advisory Contracts
Section 15(c) of the Investment Company Act of 1940, as
amended (the 1940 Act) provides that, after an
initial period, the existing investment advisory and
sub-advisory contracts of ING Global Equity Dividend and Premium
Opportunity Fund (the Fund) will remain in effect
only if the Board of Trustees (the Board) of the
Fund, including a majority of Board members who have no direct
or indirect interest in the advisory and sub-advisory contracts,
and who are not interested persons of the Fund, as
such term is defined under the 1940 Act (the Independent
Trustees), annually review and approve them. Thus, at a
meeting held on November 30, 2007, 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 Advisors B.V. (the Sub-Adviser).
The Independent Trustees also held separate meetings on October
10 and November 28, 2007 to consider the renewal of the
Advisory Contract and Sub-Advisory Contract. As a result,
subsequent references herein to factors considered and
determinations made by the Independent Trustees include, as
applicable, factors considered and determinations made on those
earlier dates by the Independent Trustees.
At its November 30, 2007 meeting, the Board voted to renew
the Advisory and Sub-Advisory Contracts for the Fund. In
reaching these decisions, the Board took into account
information furnished to it throughout the year at regular
meetings of the Board and the Boards committees, as well
as information prepared specifically in connection with the
annual renewal process. Determinations by the Independent
Trustees also took into account various factors that they
believed, in light of the legal advice furnished to them by
Kirkpatrick & Lockhart Preston Gates Ellis LLP
(K&L Gates), their independent legal counsel,
and their own business judgment, to be relevant. Further, while
the Advisory Contract and Sub-Advisory Contract 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
specific factors that the Board considered at its renewal
meeting. While the Board gave its attention to the information
furnished, at its request, that was most relevant to its
considerations, discussed below are a number of the primary
factors relevant to the Boards consideration as to whether
to renew the Advisory and Sub-Advisory Contracts for the
one-year period ending November 30, 2008. Each Board member
may have accorded different weight to the various factors in
reaching his or her conclusions with respect to the Funds
advisory and sub-advisory arrangements.
Overview of the
Contract Renewal and Approval Process
Several years ago, the Independent Trustees instituted a revised
process by which they seek and consider relevant information
when they decide whether to approve new or existing advisory and
sub-advisory arrangements for the investment companies in the
ING Funds complex under their jurisdiction, including the
Funds existing Advisory and Sub-Advisory Contracts. Among
other actions, the Independent Trustees: retained the services
of independent consultants with experience in the mutual fund
industry to assist the Independent Trustees in working with the
personnel employed by the Adviser or its affiliates who
administer the Fund (Management) to identify the
types of information presented to the Board to inform its
deliberations with respect to advisory and sub-advisory
relationships and to help evaluate that information; established
a specific format in which certain requested information is
provided to the Board; and determined the process for reviewing
such information in connection with advisory and sub-advisory
contract renewals and approvals. The end result was an enhanced
process which is currently employed by the Independent Trustees
to review and analyze information in connection with their
annual renewal of the Funds Advisory and Sub-Advisory
Contracts, as well as their review and approval of new advisory
relationships.
Since the current renewal and approval process was first
implemented, the Boards membership has changed
substantially through periodic retirements of some Trustees and
the appointment and election of new Trustees. In addition,
throughout this period the Independent Trustees have reviewed
and refined the renewal and approval process at least annually.
The Board also established a Contracts Committee and two
Investment Review Committees, including the
34
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
International/Balanced/Fixed Income Funds Investment Review
Committee (the I/B/F IRC). Among other matters, the
Contracts Committee provides oversight with respect to the
contracts renewal process, and the Fund is assigned to the I/B/F
IRC, which provides oversight regarding, among other matters,
investment performance.
The type and format of the information provided to the Board or
to legal counsel for the Independent Trustees in connection with
the contract approval and renewal process has been codified in
the Funds 15(c) Methodology Guide. This Guide
was developed under the direction of the Independent
Trustees and sets out a blueprint pursuant to which the
Independent Trustees request certain information that they deem
important to facilitate an informed review in connection with
initial and annual approvals of advisory and sub-advisory
contracts.
Management provides certain of the information requested by the
15(c) Methodology Guide in Fund Analysis and
Comparison Tables (FACT sheets) prior to the
Independent Trustees review of advisory and sub-advisory
contract arrangements (including the Funds Advisory and
Sub-Advisory Contracts). The Independent Trustees previously
retained an independent firm to verify and test the accuracy of
certain FACT sheet data for a representative sample of funds in
the ING Funds complex. In 2007, the Contracts Committee employed
the services of an independent consultant to assist in its
review and analysis of, among other matters, the 15(c)
Methodology Guide, the content and format of the FACT
sheets, and proposed selected peer group of investment companies
(SPG) to be used by the Fund for certain comparison
purposes during the renewal process.
As part of an ongoing process, the Contracts Committee
recommends or considers recommendations from Management for
refinements to the 15(c) Methodology Guide and other
aspects of the review process, and the Boards Investment
Review Committees (including the
I/B/F IRC)
review benchmarks used to assess the performance of the funds in
the ING Funds complex. The Investment Review Committees may
apply a heightened level of scrutiny in cases where performance
has lagged an ING Funds relevant benchmark
and/or SPG.
The Board employed its process for reviewing contracts when
considering the renewals of the Funds Advisory and
Sub-Advisory Contracts that would be effective through
November 30, 2008. Set forth below is a discussion of many
of the Boards primary considerations and conclusions
resulting from this process.
Nature, Extent
and Quality of Service
In determining whether to approve the Advisory and Sub-Advisory
Contracts for the Fund for the year ending November 30,
2008, the Independent Trustees received and evaluated such
information as they deemed necessary regarding the nature,
extent and quality of services provided to the Fund by the
Adviser and Sub-Adviser. This included information regarding the
Adviser and Sub-Adviser provided throughout the year at regular
meetings of the Board and its committees, as well as information
furnished in connection with the contract renewal meetings.
The materials requested by and provided to the Board
and/or to
K&L Gates prior to the November 30, 2007 Board meeting
included, among other information, the following items:
(1) FACT sheets for the Fund that provided information
regarding the performance and expenses of the Fund and other
similarly managed funds in its SPG, as well as information
regarding the Funds investment portfolio, objective and
strategies; (2) the 15(c) Methodology Guide, which
describes how the FACT sheets were prepared, including the
manner in which the Funds benchmark and SPG were selected
and how profitability was determined; (3) responses from
the Adviser and Sub-Adviser to a series of questions posed by
K&L Gates on behalf of the Trustees; (4) copies of the
forms of Advisory Contract and Sub-Advisory Contract;
(5) copies of the Forms ADV for the Adviser and
Sub-Adviser; (6) financial statements for the Adviser and
Sub-Adviser; (7) a draft of a narrative summary addressing
key factors the Board customarily considers in evaluating the
renewals of the ING Funds (including the Funds)
advisory contract and sub-advisory contracts, including a
written analysis for the Fund of how its performance, fees and
expenses compare to its SPG and designated benchmark;
(8) independent analyses of Fund performance by the
Funds Chief Investment Risk Officer; (9) information
regarding net asset flows into and out of the Fund; and
(10) other information relevant to the Boards
evaluations.
The Funds common shares were used for purposes of certain
comparisons to the funds in its SPG. Common
35
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
shares were selected 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 SPG. The mutual
funds chosen for inclusion in the Funds SPG were selected
based upon criteria designed to mirror the class being compared
to the SPG.
In arriving at its conclusions with respect to the Advisory
Contract, the Board was mindful of the
manager-of-managers platform of the ING Funds that
has been developed by Management. The Board also considered the
techniques that the Adviser has developed, at the Boards
direction, to screen and perform due diligence on Sub-Advisers
that are recommended to the Board to manage investment
portfolios of the Funds in the ING Funds complex. The Board
noted the resources that the Adviser has committed to the Board
and to the I/B/F IRC to assist the Board and the I/B/F IRC with
their assessment of the investment performance of the Fund on an
ongoing basis throughout the year. This includes the appointment
of a Chief Investment Risk Officer and his staff, who report
directly to the Board and who have developed attribution
analyses and other metrics used by Boards Investment
Review Committees to analyze the key factors underlying
investment performance for the funds in the ING Funds complex.
The Board also noted the techniques used by the Adviser to
monitor the performance of the Sub-Adviser and the proactive
approach that the Adviser, working in cooperation with the I/B/F
IRC, has taken to advocate or recommend, when it believed
appropriate, changes designed to assist in improving the
Funds performance. Such changes could include, for
example, changes in personnel who are responsible for managing
the Funds portfolio.
In considering the Funds Advisory Contract, the Board also
considered the extent of benefits provided to the Funds
shareholders, beyond advisory services, from being part of the
ING family of Funds. The Board also took into account the
Advisers efforts in recent years to reduce the expenses of
the ING Funds through renegotiated arrangements with the ING
Funds service providers.
Further, the Board received periodic reports showing that the
investment policies and restrictions for the Fund were
consistently complied with and other periodic reports covering
matters such as compliance by Adviser and Sub-Adviser personnel
with codes of ethics. The Board considered reports from the
Funds Chief Compliance Officer (CCO)
evaluating whether the regulatory compliance systems and
procedures of the Adviser and Sub-Adviser are reasonably
designed to assure compliance with the federal securities laws,
including those related to, among others, late trading and
market timing, best execution, fair value pricing, proxy voting
and trade allocation practices. The Board also took into account
the CCOs annual and periodic reports and recommendations
with respect to service provider compliance programs. In this
regard, the Board also considered the policies and procedures
developed by the CCO in consultation with the Boards
Compliance Committee that guide the CCOs compliance
oversight function.
The Board reviewed the level of staffing, quality and experience
of the Funds portfolio management team. The Board took
into account the respective resources and reputations of the
Adviser and the Sub-Adviser, and evaluated the ability of the
Adviser and the Sub-Adviser to attract and retain qualified
investment advisory personnel. The Board also considered the
adequacy of the resources committed to the Fund (and other
relevant funds in the ING Funds complex) by the Adviser and the
Sub-Adviser, and whether those resources are commensurate with
the needs of the Fund and are sufficient to sustain appropriate
levels of performance and compliance needs.
Based on their deliberations and the materials presented to
them, the Board concluded that the advisory and related services
provided by the Adviser and Sub-Adviser are appropriate in light
of the Funds operations, the competitive landscape of the
investment company business, and investor needs, and that the
nature and quality of the overall services provided by the
Adviser and Sub-Adviser were appropriate.
Fund Performance
In assessing advisory and sub-advisory relationships, the Board
placed emphasis on the net investment returns of the Fund. While
the Board considered the performance reports and discussions
with portfolio managers at Board and committee meetings during
the year, particular attention in assessing performance was
given to the FACT sheets furnished in connection with the
renewal process. The FACT sheet prepared for the Fund included
its investment performance compared to the Funds
Morningstar category median, Lipper category median, SPG and
primary benchmark. The Boards findings specific to the
36
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
Funds performance are discussed under Specific
Factors Considered, below.
Economies of
Scale
When evaluating the reasonableness of advisory fee rates, the
Board also considered whether economies of scale will be
realized by the Adviser as the Fund grows larger and the extent
to which any such economies are reflected in contractual fee
rates. In this regard, the Board considered the compensation
under an Advisory Contract with level fees that does not include
breakpoints, taking into account that the Fund is a closed-end
fund. The Board also considered the extent to which economies of
scale could be realized through waivers, reimbursements or
expense reductions.
In evaluating economies of scale, the Independent Trustees also
considered prior periodic management reports and industry
information on this topic, and the Independent Trustees who were
Board members at that time also considered a November 2006
evaluation and analysis presented to them by an independent
consultant regarding fee breakpoint arrangements and economies
of scale.
Information
Regarding Services to Other Clients
The Board requested and considered information regarding the
nature of services and fee rates offered by the Adviser and the
Sub-Adviser to other clients, including other registered
investment companies and institutional accounts. When fee rates
offered to other clients differed materially from those charged
to the Fund, the Board considered any underlying rationale
provided by the Adviser or Sub-Adviser for these differences.
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. In addition, the
Board considered any existing and proposed fee waivers and
expense limitations applicable to the fees payable by the Fund.
The Board considered the fee structure of the Fund as it relates
to the services provided under the contracts and the potential
fall-out benefits to the Adviser and Sub-Adviser and their
respective affiliates from their association with the Fund. For
the Fund, the Board determined that the fees payable to the
Adviser and Sub-Adviser are reasonable for the services that
each performs, which were considered in light of the nature and
quality of the services that each has performed and is expected
to perform.
The Board considered information on revenues, costs and profits
realized by the Adviser, which was prepared by Management in
accordance with the allocation methodology (including related
assumptions) specified in the 15(c) Methodology Guide. In
analyzing the profitability of the Adviser in connection with
its services to the Fund, the Board took into account the
sub-advisory fee rate payable by the Adviser to the Sub-Adviser.
The Board also considered information that it requested and was
provided by Management with respect to the profitability of
service providers affiliated with the Adviser, as well as
information provided by the Sub-Adviser with respect to its
profitability.
The Board determined that it had requested and received
sufficient information to gain a reasonable understanding
regarding the Advisers and Sub-Advisers
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 Funds operations may not
be fully reflected in the expenses allocated to the Fund in
determining profitability, and that the information presented
may not portray all of the costs borne by Management or capture
Managements entrepreneurial risk associated with offering
and managing a mutual fund complex in the current regulatory and
market environment.
Based on the information on revenues, costs, and profitability
considered by the Board, and after considering the factors
described in this section, the Board concluded that the profits,
if any, realized by the Adviser and Sub-Adviser were not
excessive. In making its determinations, the Board based its
conclusions on the reasonableness of the advisory and
sub-advisory fees of the Adviser and Sub-Adviser primarily on
the factors described for the Fund below.
37
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
Specific Factors
Considered
The following paragraphs outline certain of the specific factors
that the Board considered, and the conclusions reached, at its
November 30, 2007 meeting in relation to renewing the
Funds current Advisory Contract and Sub-Advisory Contract
for the year ending November 30, 2008. These specific
factors are in addition to those considerations discussed above.
In each case, the Funds performance was compared to its
Morningstar category median and its primary benchmark, a
broad-based securities market index that appears in the
Funds prospectus. With respect to Morningstar quintile
rankings, the first quintile represents the highest (best)
performance and the fifth quintile represents the lowest
performance. The Funds management fee and expense ratio
were compared to the fees and expense ratios of the funds in its
SPG.
In considering whether to approve the renewal of the Advisory
and Sub-Advisory Contracts for the Fund, the Board considered
that, based on performance data for the periods ended
June 30, 2007: (1) the Fund underperformed its
Morningstar category median and primary benchmark for all
periods presented; and (2) the Fund is ranked in the fourth
quintile of its Morningstar category for the one-year period,
and the fifth (lowest) quintile for the most recent calendar
quarter and year-to-date periods.
In analyzing this performance data, the Board took into account:
(1) Managements representations regarding the effect
that the Funds options-writing strategy has on its
relative performance; (2) Managements analysis of the
negative effect that sector allocation had on the Funds
performance; (3) the Fund commenced operations on
March 29, 2005 and its portfolio management team changed in
January 2006; and (4) Management will continue to monitor,
and the Board or its I/B/F IRC will periodically review, the
Funds performance.
In considering the fees payable under the Advisory and
Sub-Advisory Contracts for the Fund, the Board took into account
the factors described above and also considered: (1) the
fairness of the compensation under an Advisory Contract with
level fees that does not include breakpoints; (2) the
pricing structure (including the expense ratio to be borne by
shareholders) of the Fund, as compared to its SPG, including
that: (a) the management fee (inclusive of the advisory fee
and 0.10% administration fee) for the Fund is below the median
and the average management fees of the funds in its SPG; and
(b) the expense ratio for the Fund is below the median and
the average expense ratios of the funds in its SPG.
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 commenced operations on March 29, 2005 and its
portfolio management team changed in January 2006, and it is
reasonable to permit the Sub-Adviser to continue to manage the
Fund to appropriately assess 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, 2008. 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. Effective April 1, 2007, Alexander
van Eekelen joined portfolio management team who are primarily
responsible for the day-to-day management of the Funds
portfolio. Effective May 1, 2007, Menno van Boven and Ruud
Boeve are no longer responsible for the management of the
Funds portfolio.
Dividend
Reinvestment Plan
Unless the registered owner of Common Shares elects to receive
cash by contacting BNY (the Plan Agent), all
dividends declared on Common Shares of the Fund will be
automatically reinvested by the Plan Agent for shareholders in
additional Common Shares of the Fund through the Funds
Dividend Reinvestment Plan (the Plan). Shareholders
who elect not to participate in the Plan will receive all
dividends and other distributions in cash paid by check mailed
directly to the shareholder of record (or, if the Common Shares
are held in street or other nominee name, then to such nominee)
by the Plan Agent. Participation in the Plan is completely
voluntary and may be terminated or resumed at any time without
penalty by notice if received and processed by the Plan Agent
prior to the dividend record date; otherwise such termination or
resumption will be effective with respect to any subsequently
declared dividend or other distribution. Some brokers may
automatically elect to receive cash on your behalf and may
re-invest
that cash in additional Common Shares of the Fund for you. If
you wish for all dividends declared on your Common Shares of the
Fund to be automatically reinvested pursuant to the Plan, please
contact your broker.
The Plan Agent will open an account for each Common Shareholder
under the Plan in the same name in which such Common
Shareholders Common Shares are registered. Whenever the
Fund declares a dividend or other distribution (together, a
Dividend) payable in cash,
non-participants
in the Plan will receive cash and participants in the Plan will
receive the equivalent in Common Shares. The Common Shares will
be acquired by the Plan Agent for the participants
accounts, depending upon the circumstances described below,
either (i) through receipt of additional unissued but
authorized Common Shares from the Fund (Newly Issued
Common Shares) or (ii) by purchase of outstanding
Common Shares on the open market (Open-Market
Purchases) on the NYSE or elsewhere. Open-market purchases
and sales are usually made through a broker affiliated with the
Plan Agent.
If, on the payment date for any Dividend, the closing market
price plus estimated brokerage commissions per Common Share is
equal to or greater than the net asset value per Common Share,
the Plan Agent will invest the Dividend amount in Newly Issued
Common Shares on behalf of the participants. The number of Newly
Issued Common Shares to be credited to each participants
account will be determined by dividing the dollar amount of the
Dividend by the net asset value per Common Share on the payment
date; provided that, if the net asset value is less than or
equal to 95% of the closing market value on the payment date,
the dollar amount of the Dividend will be divided by 95% of the
closing market price per Common Share on the payment date. If,
on the payment date for any Dividend, the net asset value per
Common Share is greater than the closing market value plus
estimated brokerage commissions, the Plan Agent will invest the
Dividend amount in Common Shares acquired on behalf of the
participants in Open-Market Purchases. In the event of a market
discount on the payment date for any Dividend, the Plan Agent
will have until the last business day before the next date on
which the Common Shares trade on an
ex-dividend
basis or 30 days after the payment date for such Dividend,
whichever is sooner (the Last Purchase Date), to
invest the Dividend amount in Common Shares acquired in
Open-Market Purchases.
It is contemplated that the Fund will pay monthly Dividends.
Therefore, the period during which Open-Market Purchases can be
made will exist only from the payment date of each Dividend
through the date before the next
ex-dividend
date, which typically will be approximately ten days.
If, before the Plan Agent has completed its Open-Market
Purchases, the market price per common share exceeds the net
asset value per Common Share, the average per Common Share
purchase price paid by the Plan Administrator may exceed the net
asset value of the Common Shares, resulting in the acquisition
of fewer Common Shares than if the Dividend had been paid in
Newly Issued Common Shares on the Dividend payment date. Because
of the foregoing difficulty with respect to Open-Market
Purchases, the Plan provides that if the Plan Agent is unable to
invest the full Dividend amount in Open-Market Purchases during
the purchase period or if the market discount shifts to
39
ADDITIONAL
INFORMATION (Unaudited)
(continued)
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
(800) 992-0180.
Key Financial
Dates Calendar 2008 Dividends:
|
|
|
|
|
Declaration Date
|
|
Ex-Dividend Date
|
|
Payable Date
|
|
January 15, 2008
|
|
February 1, 2008
|
|
February 15, 2008
|
February 15, 2008
|
|
March 3, 2008
|
|
March 17, 2008
|
March 17, 2008
|
|
April 1, 2008
|
|
April 15, 2008
|
April 15, 2008
|
|
May 1, 2008
|
|
May 15, 2008
|
May 15, 2008
|
|
June 2, 2008
|
|
June 16, 2008
|
June 16, 2008
|
|
July 1, 2008
|
|
July 15, 2008
|
July 15, 2008
|
|
August 1, 2008
|
|
August 15, 2008
|
August 15, 2008
|
|
September 2, 2008
|
|
September 15, 2008
|
September 15, 2008
|
|
October 1, 2008
|
|
October 15, 2008
|
October 15, 2008
|
|
November 3, 2008
|
|
November 17, 2008
|
November 17, 2008
|
|
December 1, 2008
|
|
December 15, 2008
|
December 15, 2008
|
|
December 29, 2008
|
|
January 15, 2009
|
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 29, 2008 was 93,541, which does not include
beneficial owners of shares held in the name of brokers of other
nominees.
Certifications
In accordance with Section 303A.12 (a) of the New York
Stock Exchange Listed Company Manual, the Funds CEO
submitted the Annual CEO Certification on August 3,
2007 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.
40
Investment Adviser
ING
Investments, LLC
7337
East Doubletree Ranch Road
Scottsdale,
Arizona 85258
Administrator
ING
Funds Services, LLC
7337
East Doubletree Ranch Road
Scottsdale,
Arizona 85258
Distributor
ING
Funds Distributor, LLC
7337
East Doubletree Ranch Road
Scottsdale,
Arizona 85258
Transfer Agent
The
Bank of New York Mellon Corporation
101
Barclay Street (11E)
New
York, New York 10286
Independent
Registered Public Accounting Firm
KPMG
LLP
99
High Street
Boston,
Massachusetts 02110
Custodian
The
Bank of New York Mellon Corporation
One
Wall Street
New
York, New York 10286
Legal Counsel
Dechert
LLP
1775
I Street, N.W.
Washington, D.C.
20006
Toll-Free Shareholder
Information
Call
us from 9:00 a.m. to 7:00 p.m. Eastern time on any
business day for account or other information, at
(800) 992-0180
|
|
|
PRAR-UIGD (0208-042908)
|
Item 2. Code of Ethics.
As of the end of the period covered by this report, Registrant had adopted a code of ethics, as
defined in Item 2 of Form N-CSR, that applies to the Registrants principal executive officer
and principal financial officer. There were no amendments to the Code during the period covered
by the report. The Registrant did not grant any waivers, including implicit waivers, from any
provisions of the Code during the period covered by this report. The code of ethics is filed
herewith pursuant to Item 10(a)(1), Exhibit 99.CODE ETH.
Item 3. Audit Committee Financial Expert.
The Board
of Trustees has determined that J. Michael Earley is an audit committee financial expert,
as defined in Item 3 of Form
N-CSR. Mr.
Earley is independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) |
|
Audit Fees: The aggregate fees billed for each of the last two fiscal years
for professional services rendered by KPMG LLP (KPMG), the principal accountant for the
audit of the registrants annual financial statements, for services that are normally
provided by the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years were $22,000 for the year ended
February 29, 2008 and $28,750 for the year ended
February 28, 2007. |
|
(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 $0 for the year ended February 29, 2008 and $3,126
for the year ended February 28, 2007. |
|
(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 $2,243 in the year ended February
29, 2008 and $16,370 in the year ended February 28, 2007. 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 |
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY
I. Statement of Principles
Under the Sarbanes-Oxley Act of 2002 (the Act), the Audit Committee of the Board of Directors or
Trustees (the Committee) of the ING Funds (each a Fund, collectively, the Funds) set out on
Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (Policy) is
responsible for the oversight of the work of the Funds independent auditors. As part of its
responsibilities, the Committee must pre-approve the audit and non-audit services performed by the
auditors in order to assure that the provision of these services does not impair the auditors
independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy,
which sets out the procedures and conditions under which the services of the independent auditors
may be pre-approved.
Under Securities and Exchange Commission (SEC) rules promulgated in accordance with the Act, the
Funds may establish two different approaches to pre-approving audit and non-audit services. The
Committee may approve services without consideration of specific case-by-case services (general
pre-approval) or it may pre-approve specific services (specific pre-approval). The Committee
believes that the combination of these approaches contemplated in this Policy results in an
effective and efficient method for pre-approving audit and non-audit services to be performed by
the Funds independent auditors. Under this Policy, services that are not of a type that may
receive general pre-approval require specific pre-approval by the Committee. Any proposed services
that exceed pre-approved cost levels or budgeted amounts will also require the Committees specific
pre-approval.
For both types of approval, the Committee considers whether the subject services are consistent
with the SECs rules on auditor independence and that such services are compatible with maintaining
the auditors independence. The Committee also considers whether a particular audit firm is in the
best position to provide effective and efficient services to the Funds. Reasons that the auditors
are in the best position include the auditors familiarity with the Funds business, personnel,
culture, accounting systems, risk profile, and other factors, and whether the services will enhance
the Funds ability to manage and control risk or improve audit quality. Such factors will be
considered as a whole, with no one factor being determinative.
The appendices attached to this Policy describe the audit, audit-related, tax-related, and other
services that have the Committees general pre-approval. For any service that has been approved
through general pre-approval, the general pre-approval will remain in place for a period 12 months
from the date of pre-approval, unless the Committee determines that a different period is
appropriate. The Committee will annually review and pre-approve the services that may be provided
by the independent auditors without specific pre-approval. The Committee will revise the list of
services subject to general pre-approval as appropriate. This Policy does not serve as a
delegation to Fund management of the Committees duty to pre-approve services performed by the
Funds independent auditors.
II. Audit Services
The annual audit services engagement terms and fees are subject to the Committees specific
pre-approval. Audit services are those services that are normally provided by auditors in
connection with statutory and regulatory filings or engagements or those that generally only
independent auditors can reasonably provide. They include the Funds annual financial statement
audit and procedures that the independent auditors must perform in order to form an opinion on the
Funds financial statements (e.g., information systems and procedural reviews and testing). The
Committee will monitor the audit services engagement and approve any changes in terms, conditions
or fees deemed by the Committee to be necessary or appropriate.
The Committee may grant general pre-approval to other audit services, such as statutory audits and
services associated with SEC registration statements, periodic reports and other documents filed
with the SEC or issued in connection with securities offerings.
The Committee has pre-approved the audit services listed on Appendix A. The Committee must
specifically approve all audit services not listed on Appendix A.
III. Audit-related Services
Audit-related services are assurance and related services that are reasonably related to the
performance of the audit or the review of the Funds financial statements or are traditionally
performed by the independent auditors. The Committee believes that the provision of audit-related
services will not impair the independent auditors independence, and therefore may grant
pre-approval to audit-related services. Audit-related services include accounting consultations
related to accounting, financial reporting or disclosure matters not classified as audit
services; assistance with understanding and implementing new accounting and financial reporting
guidance from rulemaking authorities; agreed-upon or expanded audit procedures relating to
accounting and/or billing records required to respond to or comply with financial, accounting or
regulatory reporting matters; and assistance with internal control reporting requirements under
Form N-SAR or Form N-CSR.
The Committee has pre-approved the audit-related services listed on Appendix B. The Committee must
specifically approve all audit-related services not listed on Appendix B.
IV. Tax Services
The Committee believes the independent auditors can provide tax services to the Funds, including
tax compliance, tax planning, and tax advice, without compromising the auditors independence.
Therefore, the Committee may grant general pre-approval with respect to tax services historically
provided by the Funds independent auditors that do not, in the Committees view, impair auditor
independence and that are consistent with the SECs rules on auditor independence.
The Committee will not grant pre-approval if the independent auditors initially recommends a
transaction the sole business purpose of which is tax avoidance and the tax treatment of which may
not be supported in the Internal Revenue Code and related regulations. The Committee may consult
2
outside counsel to determine that tax planning and reporting positions are consistent with this
Policy.
The Committee has pre-approved the tax-related services listed on Appendix C. The Committee must
specifically approve all tax-related services not listed on Appendix C.
V. Other Services
The Committee believes it may grant approval of non-audit services that are permissible services
for independent auditors to a Fund. The Committee has determined to grant general pre-approval to
other services that it believes are routine and recurring, do not impair auditor independence, and
are consistent with SEC rules on auditor independence.
The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must
specifically approve all non-audit services not listed on Appendix D.
A list of the SECs prohibited non-audit services is attached to this Policy as Appendix E. The
SECs rules and relevant guidance should be consulted to determine the precise definitions of these
impermissible services and the applicability of exceptions to certain of the SECs prohibitions.
VI. Pre-approval of Fee levels and Budgeted Amounts
The Committee will annually establish pre-approval fee levels or budgeted amounts for audit,
audit-related, tax and non-audit services to be provided to the Funds by the independent auditors.
Any proposed services exceeding these levels or amounts require the Committees specific
pre-approval. The Committee considers fees for audit and non-audit services when deciding whether
to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the
appropriate ratio between the total amount of fees for the Funds audit, audit-related, and tax
services (including fees for services provided to Fund affiliates that are subject to
pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund
classified as other services (including any such services provided to Fund affiliates that are
subject to pre-approval).
VII. Procedures
Requests or applications for services to be provided by the independent auditors will be submitted
to management. If management determines that the services do not fall within those services
generally pre-approved by the Committee and set out in the appendices to these procedures,
management will submit the services to the Committee or its delagee. Any such submission will
include a detailed description of the services to be rendered. Notwithstanding this paragraph, the
Committee will, on a quarterly basis, receive from the independent auditors a list of services
provided for the previous calendar quarter on a cumulative basis by the auditors during the
Pre-Approval Period.
3
VIII. Delegation
The Committee may delegate pre-approval authority to one or more of the Committees members. Any
member or members to whom such pre-approval authority is delegated must report any pre-approval
decisions, including any pre-approved services, to the Committee at its next scheduled meeting.
The Committee will identify any member to whom pre-approval authority is delegated in writing. The
member will retain such authority for a period of 12 months from the date of pre-approval unless
the Committee determines that a different period is appropriate. The period of delegated authority
may be terminated by the Committee or at the option of the member.
IX. Additional Requirements
The Committee will take any measures the Committee deems necessary or appropriate to oversee the
work of the independent auditors and to assure the auditors independence from the Funds. This may
include reviewing a formal written statement from the independent auditors delineating all
relationships between the auditors and the Funds, consistent with Independence Standards Board No.
1, and discussing with the auditors their methods and procedures for ensuring independence.
Last Approved: November 29, 2007
4
Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2008 through December 31,
2008
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fee Range |
Statutory audits or
financial audits (including
tax services associated
with audit services)
|
|
ü |
|
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.
|
|
ü | |
Not to exceed $9,750 per
filing |
|
|
|
|
|
Consultations by Fund
management with respect to
accounting or disclosure
treatment of transactions
or events and/or the actual
or potential effect of
final or proposed rules,
standards or
interpretations by the SEC,
Financial Accounting
Standards Board, or other
regulatory or standard
setting bodies.
|
|
ü | |
Not to exceed $8,000 during
the Pre-Approval Period |
|
|
|
|
|
Seed capital audit and
related review and issuance
of consent on the N-2
registration statement
|
|
ü | |
Not to exceed $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
Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2008 through December
31, 2008
|
|
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Services related to Fund
mergers (Excludes tax services
- See Appendix C for tax
services associated with Fund
mergers)
|
|
ü | |
ü | |
Not to exceed
$10,000 per merger |
|
|
|
|
|
|
|
Consultations by Fund
management with respect to
accounting or disclosure
treatment of transactions or
events and/or the actual or
potential effect of final or
proposed rules, standards or
interpretations by the SEC,
Financial Accounting Standards
Board, or other regulatory or
standard setting bodies.
[Note: Under SEC rules some
consultations may be audit
services and others may be
audit-related services.]
|
|
ü | |
|
|
Not to exceed
$5,000 per
occurrence
during
the Pre-Approval
Period |
|
|
|
|
|
|
|
Review of the Funds
semi-annual financial
statements
|
|
ü | |
|
|
Not to exceed
$2,200 per set of
financial
statements per fund |
|
|
|
|
|
|
|
Reports to regulatory or
government agencies related to
the annual engagement
|
|
ü | |
|
|
Up to $5,000 per
occurrence during
the Pre-Approval
Period |
|
|
|
|
|
|
|
Regulatory compliance assistance
|
|
ü | |
ü | |
Not to exceed
$5,000 per quarter |
|
|
|
|
|
|
|
Training courses
|
|
|
|
ü | |
Not to exceed
$2,000 per course |
|
|
|
|
|
|
|
For Prime Rate Trust, agreed
upon procedures for quarterly
reports to rating agencies
|
|
ü | |
|
|
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
|
|
ü | |
|
|
Not to exceed
$21,000 per fund
per year |
6
Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2008 through December 31, 2008
|
|
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Preparation of
federal and state
income tax returns
and federal excise
tax returns for the
Funds including
assistance and
review with excise
tax distributions
|
|
ü | |
|
|
As presented to
Audit
Committee
2 |
|
|
|
|
|
|
|
Review of IRC
Sections 851(b) and
817(h)
diversification
testing on a
real-time basis
|
|
ü | |
|
|
As presented to
Audit
Committee
2 |
|
|
|
|
|
|
|
Assistance and
advice regarding
year-end reporting
for 1099s
|
|
ü | |
|
|
As presented to
Audit
Committee
2 |
|
|
|
|
|
|
|
Tax assistance and
advice regarding
statutory,
regulatory or
administrative
developments
|
|
ü | |
ü | |
Not to exceed
$5,000 for the
Funds or for the
Funds investment
adviser during the
Pre-Approval Period |
|
|
|
2 |
|
For new Funds launched during the Pre-Approval Period,
the fee ranges pre-approved will be the same as those for existing Funds,
pro-rated in accordance with inception dates as provided in the auditors
Proposal or any Engagement Letter covering the period at issue. Fees in the
Engagement Letter will be controlling. |
7
Appendix C, continued
|
|
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Tax training courses
|
|
|
|
ü |
|
Not to exceed
$2,000 per course
during the
Pre-Approval Period |
|
|
|
|
|
|
|
Tax services associated with Fund mergers
|
|
ü |
|
ü |
|
Not to exceed
$4,000 per fund per
merger during the
Pre-Approval Period |
|
|
|
|
|
|
|
Other tax-related assistance and
consultation, including, without
limitation, assistance in evaluating
derivative financial instruments and
international tax issues, qualification
and distribution issues, and similar
routine tax consultations.
|
|
ü |
|
|
|
Not to exceed
$120,000 during the
Pre-Approval Period |
8
Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2008 through December 31,
2008
|
|
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Agreed-upon
procedures for
Class B share 12b-1
programs
|
|
|
|
ü | |
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.
|
|
ü | |
ü | |
Not to exceed
$5,000 per Fund
during the
Pre-Approval Period |
|
|
|
|
|
|
|
Agreed upon
procedures for 15
(c) FACT Books
|
|
ü | |
|
|
Not to exceed
$35,000 during the
Pre-Approval Period |
9
Appendix E
Prohibited Non-Audit Services
Dated: January 1, 2008
|
|
|
Bookkeeping or other services related to the accounting records or financial
statements of the Funds |
|
|
|
|
Financial information systems design and implementation |
|
|
|
|
Appraisal or valuation services, fairness opinions, or contribution-in-kind reports |
|
|
|
|
Actuarial services |
|
|
|
|
Internal audit outsourcing services |
|
|
|
|
Management functions |
|
|
|
|
Human resources |
|
|
|
|
Broker-dealer, investment adviser, or investment banking services |
|
|
|
|
Legal services |
|
|
|
|
Expert services unrelated to the audit |
|
|
|
|
Any other service that the Public Company Accounting Oversight Board determines, by
regulation, is impermissible |
10
EXHIBIT A
ING EQUITY TRUST
ING FUNDS TRUST
ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
ING RISK MANAGED NATURAL RESOURCES FUND
ING INVESTMENT FUNDS, INC.
ING INVESTORS TRUST
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PARTNERS, INC.
ING PRIME RATE TRUST
ING SENIOR INCOME FUND
ING SEPARATE PORTFOLIOS TRUST
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
(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 $ 1,394,538 for the
year ended February 29, 2008 and $905,770 for year ended
February 28, 2007. |
|
(h) |
|
Principal Accountants Independence: The Registrants Audit committee has
considered whether the provision of
non-audit services that were rendered to the registrants investment adviser and any entity
controlling, controlled by, or under common control with the investment adviser that
provides ongoing services to the registrant that were not pre-approved pursuant to Rule
2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining KPMGs independence. |
Item 5. Audit Committee of Listed Registrants.
a. |
|
The registrant has a separately-designated
standing audit committee. The members are J.
Michael Earley, Patricia W. Chadwick and Peter S. Drotch. |
Item 6. Schedule of Investments
Schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
companies.
ING FUNDS
PROXY VOTING PROCEDURES AND GUIDELINES
Effective Date: July 10, 2003
Revision Date: March 27, 2008
I. INTRODUCTION
The following are the Proxy Voting Procedures and Guidelines (the Procedures and Guidelines) of
the ING Funds set forth on Exhibit 1 attached hereto and each portfolio or series thereof, except
for any Sub-Adviser-Voted Series identified on Exhibit 1 and further described in Section III
below (each non-Sub-Adviser-Voted Series hereinafter referred to as a Fund and collectively, the
Funds). The purpose of these Procedures and Guidelines is to set forth the process by which each
Fund subject to these Procedures and Guidelines will vote proxies related to the equity assets in
its investment portfolio (the portfolio securities). The Procedures and Guidelines have been
approved by the Funds Boards of Trustees/Directors1 (each a Board and collectively,
the Boards), including a majority of the independent Trustees/Directors2 of the Board.
These Procedures and Guidelines may be amended only by the Board. The Board shall review these
Procedures and Guidelines at its discretion, and make any revisions thereto as deemed appropriate
by the Board.
II. COMPLIANCE COMMITTEE
The Boards hereby delegate to the Compliance Committee of each Board (each a Committee and
collectively, the Committees) the authority and responsibility to oversee the implementation of
these Procedures and Guidelines, and where applicable, to make determinations on behalf of the
Board with respect to the voting of proxies on behalf of each Fund. Furthermore, the Boards hereby
delegate to each Committee the authority to review and approve material changes to proxy voting
procedures of any Funds investment adviser (the Adviser). The Proxy Voting Procedures of the
Adviser (the Adviser Procedures) are attached hereto as Exhibit 2. Any determination regarding
the voting of proxies of each Fund that is made by a Committee, or any member thereof, as permitted
herein, shall be deemed to be a good faith determination regarding the voting of proxies by the
full Board. Each Committee
|
|
|
1 |
|
Reference in these Procedures to one or more Funds
shall, as applicable, mean those Funds that are under the jurisdiction of the
particular Board or Compliance Committee at issue. No provision in these
Procedures is intended to impose any duty upon the particular Board or
Compliance Committee with respect to any other Fund. |
|
2 |
|
The independent Trustees/Directors are those Board
members who are not interested persons of the Funds within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940. |
may rely on the Adviser through the Agent, Proxy Coordinator and/or Proxy Group (as such terms are
defined for purposes of the Adviser Procedures) to deal in the first instance with the application
of these Procedures and Guidelines. Each Committee shall conduct itself in accordance with its
charter.
III. DELEGATION OF VOTING AUTHORITY
Except as otherwise provided for herein, the Board hereby delegates to the Adviser to each Fund the
authority and responsibility to vote all proxies with respect to all portfolio securities of the
Fund in accordance with then current proxy voting procedures and guidelines that have been approved
by the Board. The Board may revoke such delegation with respect to any proxy or proposal, and
assume the responsibility of voting any Fund proxy or proxies as it deems appropriate.
Non-material amendments to the Procedures and Guidelines may be approved for immediate
implementation by the President or Chief Financial Officer of a Fund, subject to ratification at
the next regularly scheduled meeting of the Compliance Committee.
A Board may elect to delegate the voting of proxies to the Sub-Adviser of a portfolio or series of
the ING Funds. In so doing, the Board shall also approve the Sub-Advisers proxy policies for
implementation on behalf of such portfolio or series (a Sub-Adviser-Voted Series).
Sub-Adviser-Voted Series shall not be covered under these Procedures and Guidelines but rather
shall be covered by such Sub-Advisers proxy policies, provided that the Board, including a
majority of the independent Trustees/Directors1, has approved them on behalf of such
Sub-Adviser-Voted Series.
When a Fund participates in the lending of its securities and the securities are on loan at record
date, proxies related to such securities will not be forwarded to the Adviser by the Funds
custodian and therefore will not be voted. However, the Adviser shall use best efforts to recall
or restrict specific securities from loan for the purpose of facilitating a material vote as
described in the Adviser Procedures.
Funds that are funds-of-funds will echo vote their interests in underlying mutual funds, which
may include ING Funds (or portfolios or series thereof) other than those set forth on Exhibit 1
attached hereto. This means that, if the fund-of-funds must vote on a proposal with respect to an
underlying investment company, the fund-of-funds will vote its interest in that underlying fund in
the same proportion all other shareholders in the investment company voted their interests.
A fund that is a feeder fund in a master-feeder structure does not echo vote. Rather, it passes
votes requested by the underlying master fund to its shareholders. This means that, if the feeder
fund is solicited by the master fund, it will request instructions from its own shareholders,
either directly or, in the case of an insurance-dedicated Fund, through an insurance product or
retirement plan, as to the manner in which to vote its interest in an underlying master fund.
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1 |
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The independent Trustees/Directors are those Board
members who are not interested persons of the Funds within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940. |
2
When a Fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by
the master fund will be voted pursuant to the master funds proxy voting policies and procedures.
As such, and except as otherwise noted herein with respect to vote reporting requirements, feeder
Funds shall not be subject to these Procedures and Guidelines.
IV. APPROVAL AND REVIEW OF PROCEDURES
Each Funds Adviser has adopted proxy voting procedures in connection with the voting of portfolio
securities for the Funds as attached hereto in Exhibit 2. The Board hereby approves such
procedures. All material changes to the Adviser Procedures must be approved by the Board or the
Compliance Committee prior to implementation; however, the President or Chief Financial Officer of
a Fund may make such non-material changes as they deem appropriate, subject to ratification by the
Board or the Compliance Committee at its next regularly scheduled meeting.
V. VOTING PROCEDURES AND GUIDELINES
The Guidelines that are set forth in Exhibit 3 hereto specify the manner in which the Funds
generally will vote with respect to the proposals discussed therein.
Unless otherwise noted, the defined terms used hereafter shall have the same meaning as defined in
the Adviser Procedures
The Agent shall be instructed to submit a vote in accordance with the Guidelines where such
Guidelines provide a clear For, Against, Withhold or Abstain on a proposal.
However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator
for instructions as if it were a matter requiring case-by-case consideration under
circumstances where the application of the Guidelines is unclear, it appears to involve
unusual or controversial issues, or an Investment Professional (as such term is defined for
purposes of the Adviser Procedures) recommends a vote contrary to the Guidelines.
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B. Matters Requiring Case-by-Case Consideration |
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and
voting recommendation to the Proxy Coordinator where the Guidelines have noted
case-by-case consideration.
Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional
research from the Agent, Investment Professional(s), as well as from any other source or
service.
Except in cases in which the Proxy Group has previously provided the Proxy Coordinator
3
with standing instructions to vote in accordance with the Agents recommendation, the Proxy
Coordinator will forward the Agents analysis and recommendation and/or any research
obtained from the Investment Professional(s), the Agent or any other source to the Proxy
Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it
deems necessary.
The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all
matters requiring its consideration. In the event quorum requirements cannot be timely met
in connection with a voting deadline, it shall be the policy of the Funds to vote in
accordance with the Agents recommendation, unless the Agents recommendation is deemed to
be conflicted as provided for under the Adviser Procedures, in which case no action shall be
taken on such matter (i.e., a Non-Vote).
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1. |
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Within-Guidelines Votes: Votes in Accordance with a Funds
Guidelines and/or, where applicable, Agent Recommendation |
In the event the Proxy Group, and where applicable, any Investment Professional
participating in the voting process, recommend a vote Within Guidelines, the Proxy
Group will instruct the Agent, through the Proxy Coordinator, to vote in this
manner. Except as provided for herein, no Conflicts Report (as such term is defined
for purposes of the Adviser Procedures) is required in connection with
Within-Guidelines Votes.
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Non-Votes: Votes in Which No Action is Taken |
The Proxy Group may recommend that a Fund refrain from voting under circumstances
including, but not limited to, the following: (1) if the economic effect on
shareholders interests or the value of the portfolio holding is indeterminable or
insignificant, e.g., proxies in connection with fractional shares, securities no
longer held in the portfolio of an ING Fund or proxies being considered on behalf of
a Fund that is no longer in existence; or (2) if the cost of voting a proxy
outweighs the benefits, e.g., certain international proxies, particularly in cases
in which share blocking practices may impose trading restrictions on the relevant
portfolio security. In such instances, the Proxy Group may instruct the Agent,
through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide
the Proxy Coordinator with standing instructions on parameters that would dictate a
Non-Vote without the Proxy Groups review of a specific proxy. It is noted a
Non-Vote determination would generally not be made in connection with voting rights
received pursuant to class action participation; while a Fund may no longer hold the
security, a continuing economic effect on shareholders interests is likely.
Reasonable efforts shall be made to secure and vote all other proxies for the Funds,
but, particularly in markets in which shareholders rights are limited, Non-Votes
may also occur in connection with a Funds related inability to timely
4
access ballots or other proxy information in connection with its portfolio
securities.
Non-Votes may also result in certain cases in which the Agents recommendation has
been deemed to be conflicted, as described in V.B. above and V.B.4. below.
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Out-of-Guidelines Votes: Votes Contrary to Procedures and
Guidelines, or Agent Recommendation, where applicable, Where No Recommendation
is Provided by Agent, or Where Agents Recommendation is Conflicted |
If the Proxy Group recommends that a Fund vote contrary to the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, if the Agent has
made no recommendation on a matter requiring case-by-case consideration and the
Procedures and Guidelines are silent, or the Agents recommendation on a matter
requiring case-by-case consideration is deemed to be conflicted as provided for
under the Adviser Procedures, the Proxy Coordinator will then request that all
members of the Proxy Group, including any members not in attendance at the meeting
at which the relevant proxy is being considered, and each Investment Professional
participating in the voting process complete a Conflicts Report (as such term is
defined for purposes of the Adviser Procedures). As provided for in the Adviser
Procedures, the Proxy Coordinator shall be responsible for identifying to Counsel
potential conflicts of interest with respect to the Agent.
If Counsel determines that a conflict of interest appears to exist with respect to
the Agent, any member of the Proxy Group or the participating Investment
Professional(s), the Proxy Coordinator will then contact the Compliance Committee(s)
and forward to such Committee(s) all information relevant to their review, including
the following materials or a summary thereof: the applicable Procedures and
Guidelines, the recommendation of the Agent, where applicable, the recommendation of
the Investment Professional(s), where applicable, any resources used by the Proxy
Group in arriving at its recommendation, the Conflicts Report and any other written
materials establishing whether a conflict of interest exists, and findings of
Counsel (as such term is defined for purposes of the Adviser Procedures). Upon
Counsels finding that a conflict of interest exists with respect to one or more
members of the Proxy Group or the Advisers generally, the remaining members of the
Proxy Group shall not be required to complete a Conflicts Report in connection with
the proxy.
If Counsel determines that there does not appear to be a conflict of interest with
respect to the Agent, any member of the Proxy Group or the participating Investment
Professional(s), the Proxy Coordinator will instruct the Agent to vote the proxy as
recommended by the Proxy Group.
5
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Referrals to a Funds Compliance Committee |
A Funds Compliance Committee may consider all recommendations, analysis, research
and Conflicts Reports provided to it by the Agent, Proxy Group and/or Investment
Professional(s), and any other written materials used to establish whether a
conflict of interest exists, in determining how to vote the proxies referred to the
Committee. The Committee will instruct the Agent through the Proxy Coordinator how
to vote such referred proposals.
The Proxy Coordinator shall use best efforts to timely refer matters to a Funds
Committee for its consideration. In the event any such matter cannot be timely
referred to or considered by the Committee, it shall be the policy of the Funds to
vote in accordance with the Agents recommendation, unless the Agents
recommendation is conflicted on a matter requiring case-by-case consideration, in
which case no action shall be taken on such matter (i.e., a Non-Vote).
The Proxy Coordinator will maintain a record of all proxy questions that have been
referred to a Funds Committee, all applicable recommendations, analysis, research
and Conflicts Reports.
VI. CONFLICTS OF INTEREST
In all cases in which a vote has not been clearly determined in advance by the Procedures and
Guidelines or for which the Proxy Group recommends an Out-of-Guidelines Vote, and Counsel has
determined that a conflict of interest appears to exist with respect to the Agent, any member of
the Proxy Group, or any Investment Professional participating in the voting process, the proposal
shall be referred to the Funds Committee for determination so that the Adviser shall have no
opportunity to vote a Funds proxy in a situation in which it or the Agent may be deemed to have a
conflict of interest. In the event a member of a Funds Committee believes he/she has a conflict
of interest that would preclude him/her from making a voting determination in the best interests of
the beneficial owners of the applicable Fund, such Committee member shall so advise the Proxy
Coordinator and recuse himself/herself with respect to determinations regarding the relevant proxy.
VII. REPORTING AND RECORD RETENTION
Annually in August, each Fund will post its proxy voting record or a link thereto, for the prior
one-year period ending on June 30th on the ING Funds website. No proxy voting record
will be posted on the ING Funds website for any Fund that is a feeder in a master/feeder structure;
however, a cross-reference to that of the master funds proxy voting record as filed in the SECs
EDGAR database will be posted on the ING Funds website. The proxy voting record for each Fund will
also be available in the EDGAR database on the SECs website.
6
EXHIBIT 1
to the
ING Funds
Proxy Voting Procedures
ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND
ING EQUITY TRUST
ING FUNDS TRUST
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INFRASTRUCTURE DEVELOPMENT EQUITY FUND
ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
ING INVESTMENT FUNDS, INC.
ING INVESTORS TRUST1
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PARTNERS, INC.
ING PRIME RATE TRUST
ING RISK MANAGED NATURAL RESOURCES FUND
ING SENIOR INCOME FUND
ING SEPARATE PORTFOLIOS TRUST
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
ING VP NATURAL RESOURCES TRUST
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1 |
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Sub-Adviser-Voted Series: ING Franklin Mutual Shares
Portfolio |
EXHIBIT 2
to the
ING Funds
Proxy Voting Procedures
ING INVESTMENTS, LLC,
ING INVESTMENT MANAGEMENT CO.
AND
DIRECTED SERVICES, LLC
PROXY VOTING PROCEDURES
I. INTRODUCTION
ING Investments, LLC, ING Investment Management Co. and Directed Services, LLC (each an Adviser
and collectively, the Advisers) are the investment advisers for the registered investment
companies and each series or portfolio thereof (each a Fund and collectively, the Funds)
comprising the ING family of funds. As such, the Advisers have been delegated the authority to
vote proxies with respect to securities for certain Funds over which they have day-to-day portfolio
management responsibility.
The Advisers will abide by the proxy voting guidelines adopted by a Funds respective Board of
Directors or Trustees (each a Board and collectively, the Boards) with regard to the voting of
proxies unless otherwise provided in the proxy voting procedures adopted by a Funds Board.
In voting proxies, the Advisers are guided by general fiduciary principles. Each must act
prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers
will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will
vote proxies in the manner that it believes will do the most to maximize shareholder value.
The following are the Proxy Voting Procedures of ING Investments, LLC, ING Investment Management
Co. and Directed Services, LLC (the Adviser Procedures) with respect to the voting of proxies on
behalf of their client Funds as approved by the respective Board of each Fund.
Unless otherwise noted, best efforts shall be used to vote proxies in all instances.
II. ROLES AND RESPONSIBILITIES
The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting
of each Funds proxies in accordance with the ING Funds Proxy Voting Procedures and
Guidelines (the Procedures or Guidelines and collectively the Procedures and
Guidelines). The Proxy Coordinator is authorized to direct the Agent to vote a Funds
proxy in accordance with the Procedures and Guidelines unless the Proxy Coordinator receives
a recommendation from an Investment Professional (as described below) to vote contrary to
the Procedures and Guidelines. In such event, and in connection with proxy proposals
requiring case-by-case consideration (except in cases in which the Proxy Group has
previously provided the Proxy Coordinator with standing instructions to vote in accordance
with the Agents recommendation), the Proxy Coordinator will call a meeting of the Proxy
Group (as described below).
Responsibilities assigned herein to the Proxy Coordinator, or activities in support thereof,
may be performed by such members of the Proxy Group or employees of the Advisers affiliates
as are deemed appropriate by the Proxy Group.
Unless specified otherwise, information provided to the Proxy Coordinator in connection with
duties of the parties described herein shall be deemed delivered to the Advisers.
An independent proxy voting service (the Agent), as approved by the Board of each Fund,
shall be engaged to assist in the voting of Fund proxies for publicly traded securities
through the provision of vote analysis, implementation, recordkeeping and disclosure
services. The Agent is ISS Governance Services, a unit of RiskMetrics Group, Inc. The
Agent is responsible for coordinating with the Funds custodians to ensure that all proxy
materials received by the custodians relating to the portfolio securities are processed in a
timely fashion. To the extent applicable, the Agent is required to vote and/or refer all
proxies in accordance with these Adviser Procedures. The Agent will retain a record of all
proxy votes handled by the Agent. Such record must reflect all the information required to
be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act.
In addition, the Agent is responsible for maintaining copies of all proxy statements
received by issuers and to promptly provide such materials to the Adviser upon request.
The Agent shall be instructed to vote all proxies in accordance with a Funds Guidelines,
except as otherwise instructed through the Proxy Coordinator by the Advisers Proxy Group or
a Funds Compliance Committee (Committee).
9
The Agent shall be instructed to obtain all proxies from the Funds custodians and to review
each proxy proposal against the Guidelines. The Agent also shall be requested to call the
Proxy Coordinators attention to specific proxy proposals that although governed by the
Guidelines appear to involve unusual or controversial issues.
Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate
internal controls and policies in connection with the provision of proxy voting services
voting to the Advisers, including methods to reasonably ensure that its analysis and
recommendations are not influenced by conflict of interest, and shall disclose such controls
and policies to the Advisers when and as provided for herein. Unless otherwise specified,
references herein to recommendations of the Agent shall refer to those in which no conflict
of interest has been identified.
The Adviser shall establish a Proxy Group (the Group or Proxy Group) which shall assist
in the review of the Agents recommendations when a proxy voting issue is referred to the
Group through the Proxy Coordinator. The members of the Proxy Group, which may include
employees of the Advisers affiliates, are identified in Appendix 1, as may be amended from
time at the Advisers discretion.
A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum
is either the Funds Chief Investment Risk Officer or Chief Financial Officer) shall
constitute a quorum for purposes of taking action at any meeting of the Group. The vote of
a simple majority of the members present and voting shall determine any matter submitted to
a vote. Tie votes shall be broken by securing the vote of members not present at the
meeting; provided, however, that the Proxy Coordinator shall ensure compliance with all
applicable voting and conflict of interest procedures and shall use best efforts to secure
votes from all or as many absent members as may reasonably be accomplished. The Proxy Group
may meet in person or by telephone. The Proxy Group also may take action via electronic
mail in lieu of a meeting, provided that each Group member has received a copy of any
relevant electronic mail transmissions circulated by each other participating Group member
prior to voting and provided that the Proxy Coordinator follows the directions of a majority
of a quorum (as defined above) responding via electronic mail. For all votes taken in
person or by telephone or teleconference, the vote shall be taken outside the presence of
any person other than the members of the Proxy Group and such other persons whose attendance
may be deemed appropriate by the Proxy Group from time to time in furtherance of its duties
or the day-to-day administration of the Funds. In its discretion, the Proxy Group may
provide the Proxy Coordinator with standing instructions to perform responsibilities
assigned herein to the Proxy Group, or activities in support thereof, on its behalf,
provided that such instructions do not contravene any requirements of these Adviser
Procedures or a Funds Procedures and Guidelines.
10
A meeting of the Proxy Group will be held whenever (1) the Proxy Coordinator receives a
recommendation from an Investment Professional to vote a Funds proxy contrary to the
Procedures and Guidelines, or the recommendation of the Agent, where applicable, (2) the
Agent has made no recommendation with respect to a vote on a proposal, or (3) a matter
requires case-by-case consideration, including those in which the Agents recommendation is
deemed to be conflicted as provided for under these Adviser Procedures, provided that, if
the Proxy Group has previously provided the Proxy Coordinator with standing instructions to
vote in accordance with the Agents recommendation and no issue of conflict must be
considered, the Proxy Coordinator may implement the instructions without calling a meeting
of the Proxy Group.
For each proposal referred to the Proxy Group, it will review (1) the relevant Procedures
and Guidelines, (2) the recommendation of the Agent, if any, (3) the recommendation of the
Investment Professional(s), if any, and (4) any other resources that any member of the Proxy
Group deems appropriate to aid in a determination of a recommendation.
If the Proxy Group recommends that a Fund vote in accordance with the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the
Proxy Coordinator to so advise the Agent.
If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or
the recommendation of the Agent, where applicable, or if the Agents recommendation on a
matter requiring case-by-case consideration is deemed to be conflicted, it shall follow the
procedures for such voting as established by a Funds Board.
The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all
matters requiring its consideration. In the event quorum requirements cannot be timely met
in connection with to a voting deadline, the Proxy Coordinator shall follow the procedures
for such voting as established by a Funds Board.
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D. Investment Professionals |
The Funds Advisers, sub-advisers and/or portfolio managers (each referred to herein as an
Investment Professional and collectively, Investment Professionals) may submit, or be
asked to submit, a recommendation to the Proxy Group regarding the voting of proxies related
to the portfolio securities over which they have day-to-day portfolio management
responsibility. The Investment Professionals may accompany their recommendation with any
other research materials that they deem appropriate or with a request that the vote be
deemed material in the context of the portfolio(s) they manage, such that lending activity
on behalf of such portfolio(s) with respect to the relevant security should be reviewed by
the Proxy Group and considered for recall and/or restriction. Input from the relevant
sub-advisers and/or portfolio managers shall be given primary consideration in the Proxy
Groups determination of whether a given proxy vote
11
is to be deemed material and the associated security accordingly restricted from lending.
The determination that a vote is material in the context of a Funds portfolio shall not
mean that such vote is considered material across all Funds voting that meeting. In order
to recall or restrict shares timely for material voting purposes, the Proxy Group shall use
best efforts to consider, and when deemed appropriate, to act upon, such requests timely,
and requests to review lending activity in connection with a potentially material vote may
be initiated by any relevant Investment Professional and submitted for the Proxy Groups
consideration at any time.
III. VOTING PROCEDURES
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A. |
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In all cases, the Adviser shall follow the voting procedures as set forth in
the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising
delegated authority to vote. |
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Routine Matters |
The Agent shall be instructed to submit a vote in accordance with the Guidelines where such
Guidelines provide a clear For, Against, Withhold or Abstain on a proposal.
However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator
for instructions as if it were a matter requiring case-by-case consideration under
circumstances where the application of the Guidelines is unclear, it appears to involve
unusual or controversial issues, or an Investment Professional recommends a vote contrary to
the Guidelines.
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C. |
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Matters Requiring Case-by-Case Consideration |
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and
voting recommendation to the Proxy Coordinator where the Guidelines have noted
case-by-case consideration.
Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional
research from the Agent, Investment Professional(s), as well as from any other source or
service.
Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with
standing instructions to vote in accordance with the Agents recommendation, the Proxy
Coordinator will forward the Agents analysis and recommendation and/or any research
obtained from the Investment Professional(s), the Agent or any other source to the Proxy
Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it
deems necessary.
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Within-Guidelines Votes: Votes in Accordance with a Funds
Guidelines and/or, where applicable, Agent Recommendation
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12
In the event the Proxy Group, and where applicable, any Investment Professional
participating in the voting process, recommend a vote Within Guidelines, the Proxy
Group will instruct the Agent, through the Proxy Coordinator, to vote in this
manner. Except as provided for herein, no Conflicts Report (as such term is defined
herein) is required in connection with Within-Guidelines Votes.
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2. |
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Non-Votes: Votes in Which No Action is Taken |
The Proxy Group may recommend that a Fund refrain from voting under circumstances
including, but not limited to, the following: (1) if the economic effect on
shareholders interests or the value of the portfolio holding is indeterminable or
insignificant, e.g., proxies in connection with fractional shares, securities no
longer held in the portfolio of an ING Fund or proxies being considered on behalf of
a Fund that is no longer in existence; or (2) if the cost of voting a proxy
outweighs the benefits, e.g., certain international proxies, particularly in cases
in which share blocking practices may impose trading restrictions on the relevant
portfolio security. In such instances, the Proxy Group may instruct the Agent,
through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide
the Proxy Coordinator with standing instructions on parameters that would dictate a
Non-Vote without the Proxy Groups review of a specific proxy. It is noted a
Non-Vote determination would generally not be made in connection with voting rights
received pursuant to class action participation; while a Fund may no longer hold the
security, a continuing economic effect on shareholders interests is likely.
Reasonable efforts shall be made to secure and vote all other proxies for the Funds,
but, particularly in markets in which shareholders rights are limited, Non-Votes
may also occur in connection with a Funds related inability to timely access
ballots or other proxy information in connection with its portfolio securities.
Non-Votes may also result in certain cases in which the Agents recommendation has
been deemed to be conflicted, as provided for in the Funds Procedures.
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Out-of-Guidelines Votes: Votes Contrary to Procedures and
Guidelines, or Agent Recommendation, where applicable, Where No Recommendation
is Provided by Agent, or Where Agents Recommendation is Conflicted |
If the Proxy Group recommends that a Fund vote contrary to the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, if the Agent has
made no recommendation on a matter requiring case-by-case consideration and the
Procedures and Guidelines are silent, or the Agents recommendation on a matter
requiring case-by-case consideration is deemed to be conflicted as
13
provided for under these Adviser Procedures, the Proxy Coordinator will then
implement the procedures for handling such votes as adopted by the Funds Board.
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4. |
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The Proxy Coordinator will maintain a record of all proxy
questions that have been referred to a Funds Compliance Committee, all
applicable recommendations, analysis, research and Conflicts Reports. |
IV. ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST
In furtherance of the Advisers fiduciary duty to the Funds and their beneficial owners, the
Advisers shall establish the following:
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Assessment of the Agent |
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The Advisers shall establish that the Agent (1) is independent from the Advisers,
(2) has resources that indicate it can competently provide analysis of proxy issues
and (3) can make recommendations in an impartial manner and in the best interests of
the Funds and their beneficial owners. The Advisers shall utilize, and the Agent
shall comply with, such methods for establishing the foregoing as the Advisers may
deem reasonably appropriate and shall do not less than annually as well as prior to
engaging the services of any new proxy service. The Agent shall also notify the
Advisers in writing within fifteen (15) calendar days of any material change to
information previously provided to an Adviser in connection with establishing the
Agents independence, competence or impartiality. |
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Information provided in connection with assessment of the Agent shall be forwarded
to a member of the mutual funds practice group of ING US Legal Services (Counsel)
for review. Counsel shall review such information and advise the Proxy Coordinator
as to whether a material concern exists and if so, determine the most appropriate
course of action to eliminate such concern. |
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B. |
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Conflicts of Interest |
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The Advisers shall establish and maintain procedures to identify and address
conflicts that may arise from time to time concerning the Agent. Upon the Advisers
request, which shall be not less than annually, and within fifteen (15) calendar
days of any material change to such information previously provided to an Adviser,
the Agent shall provide the Advisers with such information as the Advisers deem
reasonable and appropriate for use in determining material relationships of the
Agent that may pose a conflict of interest with respect to the Agents proxy
analysis or recommendations. The Proxy Coordinator shall forward all such
information to Counsel for review. Counsel shall review such information and
provide the Proxy Coordinator with a brief statement regarding whether or not a |
14
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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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In connection with their participation in the voting process for portfolio
securities, each member of the Proxy Group, and each Investment Professional
participating in the voting process, must act solely in the best interests of the
beneficial owners of the applicable Fund. The members of the Proxy Group may not
subordinate the interests of the Funds beneficial owners to unrelated objectives,
including taking steps to reasonably insulate the voting process from any conflict
of interest that may exist in connection with the Agents services or utilization
thereof. |
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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. |
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The Proxy Coordinator shall forward all Conflicts Reports to Counsel for review.
Counsel shall review each report and provide the Proxy Coordinator with a brief
statement regarding whether or not a material conflict of interest is present.
Matters as to which a material conflict of interest is deemed to be present shall be
handled as provided in the Funds Procedures and Guidelines. |
V. REPORTING AND RECORD RETENTION
The Adviser shall maintain the records required by Rule 204-2(c)(2), as may be amended from time to
time, including the following: (1) A copy of each proxy statement received regarding a Funds
portfolio securities. Such proxy statements received from issuers are available either in the
SECs EDGAR database or are kept by the Agent and are available upon request. (2) A record of each
vote cast on behalf of a Fund. (3) A copy of any document created by the Adviser that was material
to making a decision how to vote a proxy, or that memorializes the basis for that decision. (4) A
copy of written requests for Fund proxy voting information and any written
15
response thereto or to any oral request for information on how the Adviser voted proxies on behalf
of a Fund. All proxy voting materials and supporting documentation will be retained for a minimum
of six (6) years.
16
APPENDIX 1
to the
Advisers Proxy Voting Procedures
Proxy Group for registered investment company clients of ING Investments, LLC, ING Investment
Management Co. and Directed Services, LLC:
|
|
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Name |
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Title or Affiliation |
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Stanley D. Vyner
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Chief Investment Risk Officer and Executive
Vice President, ING Investments, LLC |
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Todd Modic
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Senior Vice President, ING Funds Services, LLC
and ING Investments, LLC; and Chief Financial
Officer of the ING Funds |
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Maria Anderson
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Vice President of Fund Compliance, ING Funds
Services, LLC |
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Karla J. Bos
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Proxy Coordinator for the ING Funds and
Assistant Vice President Special Projects,
ING Funds Services, LLC |
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Julius A. Drelick III, CFA
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Vice President, Platform Product Management and
Project Management, ING Funds Services, LLC |
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Harley Eisner
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Vice President of Financial Analysis, ING Funds
Services, LLC |
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Theresa K. Kelety, Esq.
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Counsel, ING Americas US Legal Services |
Effective as of January 1, 2008
17
EXHIBIT 3
to the
ING Funds
Proxy Voting Procedures
PROXY VOTING GUIDELINES OF THE ING FUNDS
I. INTRODUCTION
The following is a statement of the Proxy Voting Guidelines (Guidelines) that have been adopted
by the respective Boards of Directors or Trustees of each Fund. Unless otherwise provided for
herein, any defined term used herein shall have the meaning assigned to it in the Funds and
Advisers Proxy Voting Procedures (the Procedures).
Proxies must be voted in the best interest of the Fund(s). The Guidelines summarize the Funds
positions on various issues of concern to investors, and give a general indication of how Fund
portfolio securities will be voted on proposals dealing with particular issues. The Guidelines are
not exhaustive and do not include all potential voting issues.
The Advisers, in exercising their delegated authority, will abide by the Guidelines as outlined
below with regard to the voting of proxies except as otherwise provided in the Procedures. In
voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently,
solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not
subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote
proxies in the manner that it believes will do the most to maximize shareholder value.
II. GUIDELINES
The following Guidelines are grouped according to the types of proposals generally presented to
shareholders of U.S. issuers: Board of Directors, Proxy Contests, Auditors, Proxy Contest
Defenses, Tender Offer Defenses, Miscellaneous, Capital Structure, Executive and Director
Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies,
and Social and Environmental Issues. An additional section addresses proposals most frequently
found in global proxies.
General Policies
These Guidelines apply to securities of publicly traded companies and to those of privately held
companies if publicly available disclosure permits such application. All matters for which such
disclosure is not available shall be considered CASE-BY-CASE.
It shall generally be the policy of the Funds to take no action on a proxy for which no Fund holds
a position or otherwise maintains an economic interest in the relevant security at the time the
vote is to be cast.
In all cases receiving CASE-BY-CASE consideration, including cases not specifically provided for
under these Guidelines, unless otherwise provided for under these Guidelines, it shall generally be
the policy of the Funds to vote in accordance with the recommendation provided by the Funds Agent,
Institutional Shareholder Services, Inc.
Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in
accordance with the Agents recommendation in cases in which such recommendation aligns with the
recommendation of the relevant issuers management or management has made no recommendation.
However, this policy shall not apply to CASE-BY-CASE proposals for which a contrary recommendation
from the Investment Professional for the relevant Fund has been received and is to be utilized,
provided that incorporation of any such recommendation shall be subject to the conflict of interest
review process required under the Procedures.
Recommendations from the Investment Professionals, while not required under the Procedures, are
likely to be considered with respect to proxies for private equity securities and/or proposals
related to merger transactions/corporate restructurings, proxy contests, or unusual or
controversial issues. Such input shall be given primary consideration with respect to CASE-BY-CASE
proposals being considered on behalf of the relevant Fund.
Except as otherwise provided for herein, it shall generally be the policy of the Funds not to
support proposals that would impose a negative impact on existing rights of the Funds to the extent
that any positive impact would not be deemed sufficient to outweigh removal or diminution of such
rights.
The foregoing policies may be overridden in any case as provided for in the Procedures. Similarly,
the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead
be considered on a CASE-BY-CASE basis in cases in which unusual or controversial circumstances so
dictate.
Interpretation and application of these Guidelines is not intended to supersede any law,
regulation, binding agreement or other legal requirement to which an issuer may be or become
subject. No proposal shall be supported whose implementation would contravene such requirements.
1. The Board of Directors
Voting on Director Nominees in Uncontested Elections
Unless otherwise provided for herein, the Agents standards with respect to determining director
independence shall apply. These standards generally provide that, to be considered completely
19
independent, a director shall have no material connection to the company other than the board seat.
Agreement with the Agents independence standards shall not dictate that a Funds vote shall be
cast according to the Agents corresponding recommendation. Votes on director nominees not subject
to specific policies described herein should be made on a CASE-BY-CASE basis.
Where applicable and except as otherwise provided for herein, it shall be the policy of the Funds
to lodge disagreement with an issuers policies or practices by withholding support from a proposal
for the relevant policy or practice rather than the director nominee(s) to which the Agent assigns
a correlation. Support shall be withheld from culpable nominees as appropriate, but if they are
not standing for election (e.g., the board is classified), support shall generally not be withheld
from others in their stead.
If application of the policies described herein would result in withholding votes from the majority
of independent outside directors sitting on a board, or removal of such directors is likely to
negatively impact majority board independence, primary consideration shall be given to retention of
such independent outside director nominees unless the concerns identified are of such grave nature
as to merit removal of the independent directors.
Where applicable and except as otherwise provided for herein, generally DO NOT WITHHOLD support (or
DO NOT VOTE AGAINST, pursuant to the applicable election standard) in connection with issues raised
by the Agent if the nominee did not serve on the board or relevant committee during the majority of
the time period relevant to the concerns cited by the Agent.
WITHHOLD support from a nominee who, during both of the most recent two years, attended less than
75 percent of the board and committee meetings without a valid reason for the absences. DO NOT
WITHHOLD support in connection with attendance issues for nominees who have served on the board for
less than the two most recent years.
WITHHOLD support from a nominee in connection with poison pill or anti-takeover considerations
(e.g., furtherance of measures serving to disenfranchise shareholders or failure to remove
restrictive pill features or ensure pill expiration or submission to shareholders for vote) in
cases for which culpability for implementation or renewal of the pill in such form can be
specifically attributed to the nominee.
Provided that a nominee served on the board during the relevant time period, WITHHOLD support from
a nominee who has failed to implement a shareholder proposal that was approved by (1) a majority of
the issuers shares outstanding (most recent annual meeting) or (2) a majority of the votes cast
for two consecutive years. However, in the case of shareholder proposals seeking shareholder
ratification of a poison pill, generally DO NOT WITHHOLD support from a nominee in such cases if
the company has already implemented a policy that should reasonably prevent abusive use of the
pill.
20
If a nominee has not acted upon negative votes (WITHHOLD or AGAINST, as applicable based on the
issuers election standard) representing a majority of the votes cast at the previous annual
meeting, consider such nominee on a CASE-BY-CASE basis. Generally, vote FOR nominees when (1) the
issue relevant to the majority negative vote has been adequately addressed or cured or (2) the
Funds Guidelines or voting record do not support the relevant issue.
WITHHOLD support from inside directors or affiliated outside directors who sit on the audit
committee.
DO NOT WITHHOLD support from inside directors or affiliated outside directors who sit on the
nominating or compensation committee, provided that such committee meets the applicable
independence requirements of the relevant listing exchange.
DO NOT WITHHOLD support from inside directors or affiliated outside directors if the full board
serves as the compensation or nominating committee OR has not created one or both committees,
provided that the issuer is in compliance with all provisions of the listing exchange in connection
with performance of relevant functions (e.g., performance of relevant functions by a majority of
independent directors in lieu of the formation of a separate committee).
Compensation Practices:
It shall generally be the policy of the Funds that matters of compensation are best determined by
an independent board and compensation committee. Generally:
|
(1) |
|
Where applicable and except as otherwise provided for herein, DO NOT WITHHOLD support
from nominees who did not serve on the compensation committee, or board, as applicable
based on the Agents analysis, during the majority of the time period relevant to the
concerns cited by the Agent. |
|
|
(2) |
|
In cases in which the Agent has identified a pay for performance disconnect, or
internal pay disparity, as such issues are defined by the Agent, DO NOT WITHHOLD support
from director nominees. |
|
|
(3) |
|
If the Agent recommends withholding support from nominees in connection with executive
compensation or perquisites related to retention or recruitment, including severance or
termination arrangements, vote FOR such nominees if the issuer has provided adequate
rationale and/or disclosure. |
|
|
(4) |
|
If the Agent has raised issues of options backdating, consider members of the
compensation committee, or board, as applicable, as well as company executives nominated as
directors, on a CASE-BY-CASE basis. |
|
|
(5) |
|
If the Agent has raised other considerations regarding poor compensation practices,
consider nominees on a CASE-BY-CASE basis. |
Accounting Practices:
|
(1) |
|
Generally, vote FOR independent outside director nominees serving on the audit
committee. |
|
|
(2) |
|
Where applicable and except as otherwise provided for herein, generally DO NOT WITHHOLD
support from nominees serving on the audit committee who did not serve |
21
|
|
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on that committee during the majority of the time period relevant to the concerns cited by
the Agent. |
|
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(3) |
|
If the Agent has raised concerns regarding poor accounting practices, consider the
companys CEO and CFO, if nominated as directors, and nominees serving on the audit
committee on a CASE-BY-CASE basis. |
|
|
(4) |
|
If total non-audit fees exceed the total of audit fees, audit-related fees and tax
compliance and preparation fees, the provisions under Section 3., Auditor Ratification,
shall apply. |
Board Independence:
It shall generally be the policy of the Funds that a board should be majority independent and
therefore to consider inside director or affiliated outside director nominees in cases in which the
full board is not majority independent on a CASE-BY-CASE basis. Generally:
|
(1) |
|
WITHHOLD support from the fewest directors whose removal would achieve majority
independence across the remaining board, except that support may be withheld from
additional nominees whose relative level of independence cannot be differentiated. |
|
|
(2) |
|
WITHHOLD support from all non-independent nominees, including the founder, chairman or
CEO, if the number required to achieve majority independence is equal to or greater than
the number of non-independent nominees. |
|
|
(3) |
|
Except as provided above, vote FOR non-independent nominees in the role of CEO, and
when appropriate, founder or chairman, and determine support for other non-independent
nominees based on the qualifications and contributions of the nominee as well as the Funds
voting precedent for assessing relative independence to management, e.g., insiders holding
senior executive positions are deemed less independent than affiliated outsiders with a
transactional or advisory relationship to the company, and affiliated outsiders with a
material transactional or advisory relationship are deemed less independent than those with
lesser relationships. |
|
|
(4) |
|
Non-voting directors (e.g., director emeritus or advisory director) shall be excluded
from calculations with respect to majority board independence. |
|
|
(5) |
|
When conditions contributing to a lack of majority independence remain substantially
similar to those in the previous year, it shall generally be the policy of the Funds to
vote on nominees in a manner consistent with votes cast by the Fund(s) in the previous
year. |
Generally vote FOR nominees without regard to over-boarding issues raised by the Agent unless
other concerns requiring CASE-BY-CASE consideration have been raised.
Generally, when the Agent recommends withholding support due to assessment that a nominee acted in
bad faith or against shareholder interests in connection with a major transaction, such as a merger
or acquisition, consider on a CASE-BY-CASE basis, factoring in the merits of the nominees
performance and rationale and disclosure provided.
Performance Test for Directors
Consider nominees failing the Agents performance test, which includes market-based and operating
performance measures, on a CASE-BY-CASE basis. Input from the Investment
22
Professional(s) for a given Fund shall be given primary consideration with respect to such
proposals.
Proposals Regarding Board Composition or Board Service
Generally, except as otherwise provided for herein, vote AGAINST shareholder proposals to impose
new board structures or policies, including those requiring that the positions of chairman and CEO
be held separately, except support proposals in connection with a binding agreement or other legal
requirement to which an issuer has or reasonably may expect to become subject, and consider such
proposals on a CASE-BY-CASE basis if the board is not majority independent or pervasive corporate
governance concerns have been identified. Generally, except as otherwise provided for herein, vote
FOR management proposals to adopt or amend board structures or policies, except consider such
proposals on a CASE-BY-CASE basis if the board is not majority independent, pervasive corporate
governance concerns have been identified, or the proposal may result in a material reduction in
shareholders rights.
Generally, vote AGAINST shareholder proposals asking that more than a simple majority of directors
be independent.
Generally, vote AGAINST shareholder proposals asking that board compensation and/or nominating
committees be composed exclusively of independent directors.
Generally, vote AGAINST shareholder proposals to limit the number of public company boards on which
a director may serve.
Generally, vote AGAINST shareholder proposals that seek to redefine director independence or
directors specific roles (
e.g., responsibilities of the lead director).
Generally, vote AGAINST shareholder proposals requesting creation of additional board committees or
offices, except as otherwise provided for herein.
Generally, vote FOR shareholder proposals that seek creation of an audit, compensation or
nominating committee of the board, unless the committee in question is already in existence or the
issuer has availed itself of an applicable exemption of the listing exchange (e.g., performance of
relevant functions by a majority of independent directors in lieu of the formation of a separate
committee).
Generally, vote AGAINST shareholder proposals to limit the tenure of outside directors.
Generally, vote AGAINST shareholder proposals to impose a mandatory retirement age for outside
directors unless the proposal seeks to relax existing standards, but generally DO NOT VOTE AGAINST
management proposals seeking to establish a retirement age for directors.
Stock Ownership Requirements
Generally, vote AGAINST shareholder proposals requiring directors to own a minimum amount of
company stock in order to qualify as a director or to remain on the board.
Director and Officer Indemnification and Liability Protection
Proposals on director and officer indemnification and liability protection should be evaluated on a
CASE-BY-CASE basis, using Delaware law as the standard. Vote AGAINST proposals to limit or
eliminate entirely directors and officers liability for monetary damages for violating the duty
of care. Vote AGAINST indemnification proposals that would expand coverage beyond just legal
expenses to acts, such as negligence, that are more serious violations of fiduciary
23
obligation than mere carelessness. Vote FOR only those proposals providing such expanded coverage
in cases when a directors or officers legal defense was unsuccessful if:
|
(1) |
|
The director was found to have acted in good faith and in a manner that he reasonably
believed was in the best interests of the company, and |
|
|
(2) |
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Only if the directors legal expenses would be covered. |
2. Proxy Contests
These proposals should generally be analyzed on a CASE-BY-CASE basis. Input from the Investment
Professional(s) for a given Fund shall be given primary consideration with respect to proposals in
connection with proxy contests being considered on behalf of that Fund.
Voting for Director Nominees in Contested Elections
Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis.
Reimburse Proxy Solicitation Expenses
Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.
3. Auditors
Ratifying Auditors
Generally, except in cases of poor accounting practices or high non-audit fees, vote FOR management
proposals to ratify auditors. Consider management proposals to ratify auditors on a CASE-BY-CASE
basis if the Agent cites poor accounting practices. If fees for non-audit services exceed 50
percent of total auditor fees as described below, consider on a CASE-BY-CASE basis, voting AGAINST
management proposals to ratify auditors only if concerns exist that remuneration for the non-audit
work is so lucrative as to taint the auditors independence. For purposes of this review, fees
deemed to be reasonable, generally non-recurring, exceptions to the non-audit fee category (e.g.,
those related to an IPO) shall be excluded. If independence concerns exist or an issuer has a
history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer
to present its auditor annually for ratification, but in other cases generally vote AGAINST.
Auditor Independence
Generally, consider shareholder proposals asking companies to prohibit their auditors from engaging
in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.
Audit Firm Rotation:
Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
24
4. Proxy Contest Defenses
Board Structure: Staggered vs. Annual Elections
Generally, vote AGAINST proposals to classify the board or otherwise restrict shareholders ability
to vote upon directors.
Generally, vote FOR proposals to repeal classified boards and to elect all directors annually.
Shareholder Ability to Remove Directors
Generally, vote AGAINST proposals that provide that directors may be removed only for cause.
Generally, vote FOR proposals to restore shareholder ability to remove directors with or without
cause.
Generally, vote AGAINST proposals that provide that only continuing directors may elect
replacements to fill board vacancies.
Generally, vote FOR proposals that permit shareholders to elect directors to fill board vacancies.
Cumulative Voting
If the company maintains a classified board of directors, generally, vote AGAINST management
proposals to eliminate cumulative voting, except that such proposals may be supported irrespective
of classification in furtherance of an issuers plan to adopt a majority voting standard.
In cases in which the company maintains a classified board of directors, generally vote FOR
shareholder proposals to restore or permit cumulative voting.
Time-Phased Voting
Generally, vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or
other forms of voting that do not promote a one share, one vote standard.
Shareholder Ability to Call Special Meetings
Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to call special
meetings.
Generally, vote FOR proposals that remove restrictions on the right of shareholders to act
independently of management.
Shareholder Ability to Act by Written Consent
Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to take action by
written consent.
Generally, vote FOR proposals to allow or make easier shareholder action by written consent.
Shareholder Ability to Alter the Size of the Board
Generally, vote FOR proposals that seek to fix the size of the board or designate a range for its
size.
Generally, vote AGAINST proposals that give management the ability to alter the size of the board
outside of a specified range without shareholder approval.
25
5. Tender Offer Defenses
Poison Pills
Generally, vote FOR shareholder proposals that ask a company to submit its poison pill for
shareholder ratification, or to redeem its pill in lieu thereof, unless (1) shareholders have
approved adoption of the plan, (2) a policy has already been implemented by the company that should
reasonably prevent abusive use of the pill, or (3) the board had determined that it was in the best
interest of shareholders to adopt a pill without delay, provided that such plan would be put to
shareholder vote within twelve months of adoption or expire, and if not approved by a majority of
the votes cast, would immediately terminate.
Review on a CASE-BY-CASE basis shareholder proposals to redeem a companys poison pill.
Review on a CASE-BY-CASE basis management proposals to approve or ratify a poison pill or any plan
that can reasonably be construed as an anti-takeover measure, with voting decisions generally based
on the Agents approach to evaluating such proposals, considering factors such as rationale,
trigger level and sunset provisions. Votes will generally be cast in a manner that seeks to
preserve shareholder value and the right to consider a valid offer, voting AGAINST management
proposals in connection with poison pills or anti-takeover activities that do not meet the Agents
standards.
Fair Price Provisions
Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis.
Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a
majority of disinterested shares.
Greenmail
Generally, vote FOR proposals to adopt antigreenmail charter or bylaw amendments or otherwise
restrict a companys ability to make greenmail payments.
Review on a CASE-BY-CASE basis antigreenmail proposals when they are bundled with other charter or
bylaw amendments.
Pale Greenmail
Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.
Unequal Voting Rights
Generally, vote AGAINST dual-class exchange offers.
Generally, vote AGAINST dual-class recapitalizations.
Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws
Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve
charter and bylaw amendments or other key proposals.
Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for
charter and bylaw amendments, unless the proposal also asks the issuer to
26
mount a solicitation campaign or similar form of comprehensive commitment to obtain passage of the
proposal.
Supermajority Shareholder Vote Requirement to Approve Mergers
Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve
mergers and other significant business combinations.
Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for
mergers and other significant business combinations.
White Squire Placements
Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues
for other than general corporate purposes.
6. Miscellaneous
Amendments to Corporate Documents
Except to align with legislative or regulatory changes or when support is recommended by the Agent
or Investment Professional (including, for example, as a condition to a major transaction such as a
merger), generally, vote AGAINST proposals seeking to remove shareholder approval requirements or
otherwise remove or diminish shareholder rights, e.g., by (1) adding restrictive provisions, (2)
removing provisions or moving them to portions of the charter not requiring shareholder approval,
or (3) in corporate structures such as holding companies, removing provisions in an active
subsidiarys charter that provide voting rights to parent company shareholders. This policy would
also generally apply to proposals seeking approval of corporate agreements or amendments to such
agreements that the Agent recommends AGAINST because a similar reduction in shareholder rights is
requested.
Generally, vote AGAINST proposals for charter amendments that may support board entrenchment or may
be used as an anti-takeover device, particularly if the proposal is bundled or the board is
classified.
Generally, vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover
provisions.
Consider proposals seeking charter or bylaw amendments not addressed under these Guidelines on a
CASE-BY-CASE basis.
Confidential Voting
Generally, vote FOR shareholder proposals that request companies to adopt confidential voting, use
independent tabulators, and use independent inspectors of election as long as the proposals include
clauses for proxy contests as follows:
|
§ |
|
In the case of a contested election, management should be permitted to request that the
dissident group honor its confidential voting policy. |
|
|
§ |
|
If the dissidents agree, the policy remains in place. |
|
|
§ |
|
If the dissidents do not agree, the confidential voting policy is waived. |
Generally, vote FOR management proposals to adopt confidential voting.
27
Proxy Access
Consider on a CASE-BY-CASE basis shareholder proposals seeking access to managements proxy
material in order to nominate their own candidates to the board.
Majority Voting Standard
Except as otherwise provided for herein, it shall generally be the policy of the Funds to extend
discretion to issuers to determine when it may be appropriate to adopt a majority voting standard.
Generally, vote FOR management proposals, irrespective of whether the proposal contains a plurality
carve-out for contested elections, but AGAINST shareholder proposals unless also supported by
management, seeking election of directors by the affirmative vote of the majority of votes cast in
connection with a meeting of shareholders, including amendments to corporate documents or other
actions in furtherance of such standard, and provided such standard when supported does not
conflict with state law in which the company is incorporated. For issuers with a history of board
malfeasance or pervasive corporate governance concerns, consider such proposals on a CASE-BY-CASE
basis.
Bundled Proposals
Except as otherwise provided for herein, review on a CASE-BY-CASE basis bundled or conditioned
proxy proposals, generally voting AGAINST bundled proposals containing one or more items not
supported under these Guidelines if the Agent or an Investment Professional deems the negative
impact, on balance, to outweigh any positive impact.
Shareholder Advisory Committees
Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.
Reimburse Shareholder for Expenses Incurred
Voting to reimburse expenses incurred in connection with shareholder proposals should be analyzed
on a CASE-BY-CASE basis, with voting decisions determined based on the Agents criteria,
considering whether the related proposal received the requisite support for approval and was
adopted for the benefit of the company and its shareholders.
Other Business
In connection with proxies of U.S. issuers, generally vote FOR management proposals for Other
Business, except in connection with a proxy contest in which a Fund is not voting in support of
management.
Quorum Requirements
Review on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings
below a majority of the shares outstanding.
28
Advance Notice for Shareholder Proposals
Generally, vote FOR management proposals related to advance notice period requirements, provided
that the period requested is in accordance with applicable law and no material governance concerns
have been identified in connection with the issuer.
7. Capital Structure
Analyze on a CASE-BY-CASE basis.
Common Stock Authorization
Review proposals to increase the number of shares of common stock authorized for issue on a
CASE-BY-CASE basis. Except where otherwise indicated, the Agents proprietary approach, utilizing
quantitative criteria (e.g., dilution, peer group comparison, company performance and history) to
determine appropriate thresholds and, for requests marginally above such allowable threshold, a
qualitative review (e.g., rationale and prudent historical usage), will generally be utilized in
evaluating such proposals.
|
§ |
|
Generally vote FOR proposals to authorize capital increases within the Agents allowable
thresholds or those in excess but meeting Agents qualitative standards, but consider on a
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. |
Dual Class Capital Structures
Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock
that has superior voting rights in companies that have dual class capital structures, but consider
CASE-BY-CASE if (1) bundled with favorable proposal(s), (2) approval of such proposal(s) is a
condition of such favorable proposal(s), or (3) part of a recapitalization for which support is
recommended by the Agent or an Investment Professional.
Generally, vote AGAINST management proposals to create or perpetuate dual class capital structures
with unequal voting rights, and vote FOR shareholder proposals to eliminate them, in cases in which
the relevant Fund owns the class with inferior voting rights, but generally vote FOR management
proposals and AGAINST shareholder proposals in cases in which the relevant
29
Fund owns the class with superior voting rights. Consider CASE-BY-CASE if bundled with favorable
proposal(s), (2) approval of such proposal(s) is a condition of such favorable proposal(s), or (3)
part of a recapitalization for which support is recommended by the Agent or an Investment
Professional.
Consider management proposals to eliminate dual class capital structures CASE-BY-CASE, generally
voting with the Agents recommendation unless a contrary recommendation has been received from the
Investment Professional for the relevant Fund and is to be utilized.
Stock Distributions: Splits and Dividends
Generally, vote FOR management proposals to increase common share authorization for a stock split,
provided that the increase in authorized shares falls within the Agents allowable thresholds, but
consider on a CASE-BY-CASE basis those proposals exceeding the Agents threshold for proposals in
connection with which a contrary recommendation from the Investment Professional(s) has been
received and is to be utilized.
Reverse Stock Splits
Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split. In the
event the split constitutes a capital increase effectively exceeding the Agents allowable
threshold because the request does not proportionately reduce the number of shares authorized, vote
FOR the split if the Agent otherwise supports managements rationale.
Preferred Stock
Generally, vote AGAINST proposals authorizing the issuance of preferred stock or creation of new
classes of preferred stock with unspecified voting, conversion, dividend distribution, and other
rights (blank check preferred stock), but vote FOR if the Agent or an Investment Professional so
recommends because the issuance is required to effect a merger or acquisition proposal.
Generally, vote FOR proposals to issue or create blank check preferred stock in cases when the
company expressly states that the stock will not be used as a takeover defense. Generally vote
AGAINST in cases where the company expressly states that, or fails to disclose whether, the stock
may be used as a takeover defense, but vote FOR if the Agent or an Investment Professional so
recommends because the issuance is required to effect a merger or acquisition proposal.
Generally, vote FOR proposals to authorize or issue preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and the terms of the
preferred stock appear reasonable.
Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after
analyzing the number of preferred shares available for issue given a companys industry and
performance in terms of shareholder returns.
Shareholder Proposals Regarding Blank Check Preferred Stock
Generally, vote FOR shareholder proposals to have blank check preferred stock placements, other
than those shares issued for the purpose of raising capital or making acquisitions in the normal
course of business, submitted for shareholder ratification.
30
Adjustments to Par Value of Common Stock
Generally, vote FOR management proposals to reduce the par value of common stock.
Preemptive Rights
Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management
proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the
size of a company and the characteristics of its shareholder base.
Debt Restructurings
Review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue
shares as part of a debt restructuring plan.
Share Repurchase Programs
Generally, vote FOR management proposals to institute open-market share repurchase plans in which
all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring
selected, non-Fund parties.
Generally, vote FOR management proposals to cancel repurchased shares.
Generally, vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation as
assessed by the Agent.
Tracking Stock
Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.
8. Executive and Director Compensation
Except as otherwise provided for herein, votes with respect to compensation and employee benefit
plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the
Agents approach to evaluating such plans, which includes determination of costs and comparison to
an allowable cap.
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Generally, vote in accordance with the Agents recommendations FOR equity-based plans
with costs within such cap and AGAINST those with costs in excess of it, except that plans
above the cap may be supported if so recommended by the Agent or Investment Professional as
a condition to a major transaction such as a merger. |
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Generally, vote AGAINST plans if the Agent suggests cost or dilution assessment may not
be possible due to the method of disclosing shares allocated to the plan(s), except that
such concerns arising in connection with evergreen provisions shall be considered
CASE-BY-CASE. |
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Generally, vote FOR plans with costs within the cap if the primary considerations raised
by the Agent pertain to matters that would not result in a negative vote under these
Guidelines on the relevant board or committee member(s), or equity compensation burn rate
or pay for performance as defined by Agent. |
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Generally, vote AGAINST plans administered by potential grant recipients. |
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Generally, vote AGAINST proposals to eliminate existing shareholder approval
requirements for plan changes assessed as material by the Agent, unless the company has
provided a reasonable rationale and/or adequate disclosure regarding the requested changes. |
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Consider plans CASE-BY-CASE if the Agent raises other considerations not otherwise
provided for herein. |
Restricted Stock or Stock Option Plans
Consider proposals for restricted stock or stock option plans, or the issuance of shares in
connection with such plans, on a CASE-BY-CASE basis, considering factors such as level of
disclosure and adequacy of vesting or performance requirements. Plans that do not meet the Agents
criteria in this regard may be supported, but vote AGAINST if no disclosure is provided regarding
either vesting or performance requirements.
Management Proposals Seeking Approval to Reprice Options
Review on a CASE-BY-CASE basis management proposals seeking approval to reprice, replace or
exchange options, considering factors such as rationale, historic trading patterns, value-for-value
exchange, vesting periods and replacement option terms. Generally, vote FOR proposals that meet
the Agents criteria for acceptable repricing, replacement or exchange transactions, except that
considerations raised by the Agent regarding burn rate or executive participation shall not be
grounds for withholding support.
Vote AGAINST compensation plans that (1) permit or may permit (e.g., history of repricing and no
express prohibition against future repricing) repricing of stock options, or any form or
alternative to repricing, without shareholder approval, (2) include provisions that permit
repricing, replacement or exchange transactions that do not meet the Agents criteria (except
regarding burn rate or executive participation as noted above), or (3) give the board sole
discretion to approve option repricing, replacement or exchange programs.
Director Compensation
Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions
generally based on the Agents quantitative approach described above as well as a review of
qualitative features of the plan in cases in which costs exceed the Agents threshold. DO NOT VOTE
AGAINST plans for which burn rate is the sole consideration raised by the Agent.
Employee Stock Purchase Plans
Votes on employee stock purchase plans, and capital issuances in support of such plans, should be
made on a CASE-BY-CASE basis, with voting decisions generally based on the Agents approach to
evaluating such plans, except that negative recommendations by the Agent due to evergreen
provisions will be reviewed CASE-BY-CASE.
OBRA-Related Compensation Proposals
Votes on plans intended to qualify for favorable tax treatment under the provisions of Section
162(m) of OBRA should be evaluated irrespective of the Agents assessment of board
32
independence, provided that the board meets the independence requirements of the relevant listing
exchange.
Amendments that Place a Cap on Annual Grants or Amend Administrative Features
Generally, vote FOR plans that simply amend shareholder-approved plans to include administrative
features or place a cap on the annual grants any one participant may receive to comply with the
provisions of Section 162(m) of OBRA.
Amendments to Add Performance-Based Goals
Generally, vote FOR amendments to add performance goals to existing compensation plans to comply
with the provisions of Section 162(m) of OBRA.
Amendments to Increase Shares and Retain Tax Deductions Under OBRA
Votes on amendments to existing plans to increase shares reserved and to qualify the plan for
favorable tax treatment under the provisions of Section 162(m) should be evaluated on a
CASE-BY-CASE basis.
Approval of Cash or Cash-and-Stock Bonus Plans
Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes
under the provisions of Section 162(m) of OBRA, with primary consideration given to managements
assessment that such plan meets the requirements for exemption of performance-based
compensation.
Shareholder Proposals Regarding Executive and Director Pay
Regarding the remuneration of individuals other than senior executives and directors, generally,
vote AGAINST shareholder proposals that seek to expand or restrict disclosure or require
shareholder approval beyond regulatory requirements and market practice. Vote AGAINST shareholder
proposals that seek disclosure of executive or director compensation if providing it would be out
of step with market practice and potentially disruptive to the business.
Unless evidence exists of abuse in historical compensation practices, and except as otherwise
provided for herein, generally vote AGAINST shareholder proposals that seek to impose new
compensation structures or policies, such as claw back recoupments or advisory votes.
Severance and Termination Payments
Generally, vote FOR shareholder proposals to have parachute arrangements submitted for shareholder
ratification (with parachutes defined as compensation arrangements related to termination that
specify change-in-control events) and provided that the proposal does not include unduly
restrictive or arbitrary provisions such as advance approval requirements.
Generally vote AGAINST shareholder proposals to submit executive severance agreements for
shareholder ratification, unless such proposals specify change-in-control events, Supplemental
Executive Retirement Plans or deferred executive compensation plans, or ratification is required by
the listing exchange.
Review on a CASE-BY-CASE basis all proposals to approve, ratify or cancel executive severance or
termination arrangements, including those related to executive recruitment or
33
retention, generally voting FOR such compensation arrangements if the issuer has provided adequate
rationale and/or disclosure or support is recommended by the Agent or Investment Professional
(e.g., as a condition to a major transaction such as a merger).
Employee Stock Ownership Plans (ESOPs)
Generally, vote FOR proposals that request shareholder approval in order to implement an ESOP or to
increase authorized shares for existing ESOPs, except in cases when the number of shares allocated
to the ESOP is excessive (i.e., generally greater than five percent of outstanding shares).
401(k) Employee Benefit Plans
Generally, vote FOR proposals to implement a 401(k) savings plan for employees.
Holding Periods
Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold
company stock.
Advisory Votes on Executive Compensation
Generally, management proposals seeking ratification of the companys compensation program will be
voted FOR unless the program includes practices or features not supported under these Guidelines
and the proposal receives a negative recommendation from the Agent. Unless otherwise provided for
herein, reports not receiving the Agents support due to concerns regarding severance/termination
payments, incentive structures or vesting or performance criteria not otherwise supported by these
Guidelines will be considered on a CASE-BY-CASE basis, generally voted FOR if the company has
provided a reasonable rationale and/or adequate disclosure regarding the matter(s) under
consideration.
9. State of Incorporation
Voting on State Takeover Statutes
Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including
control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair
price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract
provisions, antigreenmail provisions, and disgorgement provisions).
Voting on Reincorporation Proposals
Proposals to change a companys state of incorporation should be examined on a CASE-BY-CASE basis,
generally supporting management proposals not assessed by the Agent as a potential takeover
defense, but if so assessed, weighing managements rationale for the change. Generally, vote FOR
management reincorporation proposals upon which another key proposal, such as a merger transaction,
is contingent if the other key proposal is also supported. Generally, vote AGAINST shareholder
reincorporation proposals not also supported by the company.
34
10. Mergers and Corporate Restructurings
Input from the Investment Professional(s) for a given Fund shall be given primary consideration
with respect to proposals regarding business combinations, particularly those between otherwise
unaffiliated parties, or other corporate restructurings being considered on behalf of that Fund.
Generally, vote FOR a proposal not typically supported under these Guidelines if a key proposal,
such as a merger transaction, is contingent upon its support and a vote FOR is accordingly
recommended by the Agent or an Investment Professional.
Mergers and Acquisitions
Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis.
Corporate Restructuring
Votes on corporate restructuring proposals, including demergers, minority squeezeouts, leveraged
buyouts, spinoffs, liquidations, dispositions, divestitures and asset sales, should be considered
on a CASE-BY-CASE basis, with voting decisions generally based on the Agents approach to
evaluating such proposals.
Adjournment
Generally, vote FOR proposals to adjourn a meeting to provide additional time for vote solicitation
when the primary proposal is also voted FOR.
Appraisal Rights
Generally, vote FOR proposals to restore, or provide shareholders with, rights of appraisal.
Changing Corporate Name
Generally, vote FOR changing the corporate name.
11. Mutual Fund Proxies
Election of Directors
Vote the election of directors on a CASE-BY-CASE basis.
Converting Closed-end Fund to Open-end Fund
Vote conversion proposals on a CASE-BY-CASE basis.
Proxy Contests
Vote proxy contests on a CASE-BY-CASE basis.
Investment Advisory Agreements
Vote the investment advisory agreements on a CASE-BY-CASE basis.
Approving New Classes or Series of Shares
Generally, vote FOR the establishment of new classes or series of shares.
35
Preferred Stock Proposals
Vote the authorization for or increase in preferred shares on a CASE-BY-CASE basis.
1940 Act Policies
Vote these proposals on a CASE-BY-CASE basis.
Changing a Fundamental Restriction to a Nonfundamental Restriction
Vote these proposals on a CASE-BY-CASE basis.
Change Fundamental Investment Objective to Nonfundamental
Generally, consider proposals to change a funds fundamental investment objective to nonfundamental
on a CASE-BY-CASE basis.
Name Rule Proposals
Vote these proposals on a CASE-BY-CASE basis.
Disposition of Assets/Termination/Liquidation
Vote these proposals on a CASE-BY-CASE basis.
Changes to the Charter Document
Vote changes to the charter document on a CASE-BY-CASE basis.
Changing the Domicile of a Fund
Vote reincorporations on a CASE-BY-CASE basis.
Change in Funds Subclassification
Vote these proposals on a CASE-BY-CASE basis.
Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval
Generally, vote FOR these proposals.
Distribution Agreements
Vote these proposals on a CASE-BY-CASE basis.
Master-Feeder Structure
Generally, vote FOR the establishment of a master-feeder structure.
Mergers
Vote merger proposals on a CASE-BY-CASE basis.
Establish Director Ownership Requirement
Generally, vote AGAINST shareholder proposals for the establishment of a director ownership
requirement.
36
Reimburse Shareholder for Expenses Incurred
Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.
Terminate the Investment Advisor
Vote to terminate the investment advisor on a CASE-BY-CASE basis.
12. Social and Environmental Issues
These issues cover a wide range of topics. In general, unless otherwise specified herein, vote
CASE-BY-CASE. While a wide variety of factors may go into each analysis, the overall principle
guiding all vote recommendations focuses on how or whether the proposal will enhance the economic
value of the company. Because a companys board is likely to have access to relevant, non-public
information regarding a companys business, such proposals will generally be voted in a manner
intended to give the board (rather than shareholders) latitude to set corporate policy and oversee
management.
Absent concurring support from the issuer, compelling evidence of abuse, significant public
controversy or litigation, the issuers significant history of relevant violations; or activities
not in step with market practice or regulatory requirements, or unless provided for otherwise
herein, generally vote AGAINST shareholder proposals seeking to dictate corporate conduct, apply
existing law, duplicate policies already substantially in place and/or addressed by the issuer, or
release information that would not help a shareholder evaluate an investment in the corporation as
an economic matter. Such proposals would generally include those seeking preparation of reports
and/or implementation or additional disclosure of corporate policies related to issues such as
consumer and public safety, environment and energy, labor standards and human rights, military
business and political concerns, workplace diversity and non-discrimination, sustainability, social
issues, vendor activities, economic risk or matters of science and engineering.
13. Global Proxies
The foregoing Guidelines provided in connection with proxies of U.S. issuers shall also be applied
to global proxies where applicable and not provided for otherwise herein. The following provide
for differing regulatory and legal requirements, market practices and political and economic
systems existing in various global markets.
Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote AGAINST
global proxy proposals in cases in which the Agent recommends voting AGAINST such proposal because
relevant disclosure by the issuer, or the time provided for consideration of such disclosure, is
inadequate. For purposes of these global Guidelines, AGAINST shall mean withholding of support
for a proposal, resulting in submission of a vote of AGAINST or ABSTAIN, as appropriate for the
given market and level of concern raised by the Agent regarding the issue or lack of disclosure or
time provided.
37
In connection with practices described herein that are associated with a firm AGAINST vote, it
shall generally be the policy of the Funds to consider them on a CASE-BY-CASE basis if the Agent
recommends their support (1) as the issuer or market transitions to better practices (e.g., having
committed to new regulations or governance codes) or (2) as the more favorable choice in cases in
which shareholders must choose between alternate proposals.
Routine Management Proposals
Generally, vote FOR the following and other similar routine management proposals:
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the opening of the shareholder meeting |
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that the meeting has been convened under local regulatory requirements |
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the presence of quorum |
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the agenda for the shareholder meeting |
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the election of the chair of the meeting |
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the appointment of shareholders to co-sign the minutes of the meeting |
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regulatory filings (e.g., to effect approved share issuances) |
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the designation of inspector or shareholder representative(s) of minutes of meeting |
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the designation of two shareholders to approve and sign minutes of meeting |
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the allowance of questions |
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the publication of minutes |
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the closing of the shareholder meeting |
Discharge of Management/Supervisory Board Members
Generally, vote FOR management proposals seeking the discharge of management and supervisory board
members, unless the Agent recommends AGAINST due to concern about the past actions of the companys
auditors or directors or legal action is being taken against the board by other shareholders,
including when the proposal is bundled.
Director Elections
Unless otherwise provided for herein, the Agents standards with respect to determining director
independence shall apply. These standards generally provide that, to be considered completely
independent, a director shall have no material connection to the company other than the board seat.
Agreement with the Agents independence standards shall not dictate that a Funds vote shall be
cast according to the Agents corresponding recommendation. Further, unless otherwise provided for
herein, the application of Guidelines in connection with such standards shall apply only in cases
in which the nominees level of independence can be ascertained based on available disclosure.
These policies generally apply to director nominees in uncontested elections; votes in contested
elections, and votes on director nominees not subject to policies described herein, should be made
on a CASE-BY-CASE basis, with primary consideration in contested elections given to input from the
Investment Professional(s) for a given Fund.
38
For issuers domiciled in Canada, Finland, France, Ireland, the Netherlands, Sweden or tax haven
markets, generally vote AGAINST non-independent directors in cases in which the full board serves
as the audit committee, or the company does not have an audit committee.
For issuers in all markets, including those in tax haven markets and those in Japan that have
adopted the U.S.-style board-with-committees structure, vote AGAINST non-independent nominees to
the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate. If the slate
is bundled and audit committee membership is unclear or proposed as a separate agenda item, vote
FOR if the Agent otherwise recommends support. For Canadian issuers, the Funds U.S. Guidelines
with respect to audit committees shall apply.
In tax haven markets, DO NOT VOTE AGAINST non-independent directors in cases in which the full
board serves as the compensation committee, or the company does not have a compensation committee.
DO NOT VOTE AGAINST non-independent directors who sit on the compensation or nominating committees,
provided that such committees meet the applicable independence requirements of the relevant listing
exchange.
In cases in which committee membership is unclear, consider non-independent director nominees on a
CASE-BY-CASE basis if no other issues have been raised in connection with his/her nomination.
Generally follow Agents recommendations to vote AGAINST individuals nominated as
outside/non-executive directors who do not meet the Agents standard for independence, unless the
slate of nominees is bundled, in which case the proposal(s) to elect board members shall be
considered on a CASE-BY-CASE basis.
For issuers in tax haven markets, generally withhold support (AGAINST or ABSTAIN, as appropriate)
from bundled slates of nominees if the board is non-majority independent. For issuers in Canada
and other global markets, generally follow the Agents standards for withholding support from
bundled slates or non-independent directors (typically excluding the CEO), as applicable, if the
board does not meet the Agents independence standards or the boards independence cannot be
ascertained due to inadequate disclosure.
Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of
nominees presented in a manner not aligned with market practice and/or legislation, including:
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bundled slates of nominees (e.g., France, Hong Kong or Spain); |
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simultaneous reappointment of retiring directors (e.g., South Africa); |
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in markets with term lengths capped by legislation or market practice, nominees whose
terms exceed the caps or are not disclosed (except that bundled slates with such lack of
disclosure shall be considered on a CASE-BY-CASE basis); or |
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nominees whose names are not disclosed in advance of the meeting (e.g., Austria,
Philippines, Hong Kong or South Africa) or far enough in advance relative to voting
deadlines (e.g., Italy) to make an informed voting decision. |
Such criteria will not generally provide grounds for withholding support in countries in which they
may be identified as best practice but such legislation or market practice is not yet applicable,
unless specific governance shortfalls identified by the Agent dictate that less latitude should be
extended to the issuer.
Generally vote FOR nominees without regard to recommendations that the position of chairman should
be separate from that of CEO or otherwise required to be independent, unless other concerns
requiring CASE-BY-CASE consideration have been raised.
In cases in which cumulative or net voting applies, generally vote with Agents recommendation to
support nominees asserted by the issuer to be independent, even if independence disclosure or
criteria fall short of Agents standards.
Consider nominees for whom the Agent has raised concerns regarding scandals or internal controls on
a CASE-BY-CASE basis, generally withholding support (AGAINST or ABSTAIN, as appropriate) from
nominees or slates of nominees when:
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the scandal or shortfall in controls took place at the company, or an affiliate, for
which the nominee is being considered; |
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culpability can be attributed to the nominee (e.g., nominee manages or audits relevant
function), and |
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the nominee has been directly implicated, with resulting arrest and criminal charge or
regulatory sanction. |
For markets such as the tax havens, Australia, Canada, Hong Kong, Japan, Malaysia, Singapore and
South Africa (and for outside directors in South Korea) in which nominees attendance records are
adequately disclosed, the Funds U.S. Guidelines with respect to director attendance shall apply.
The same policy shall be applied regarding attendance by statutory auditors of Japanese companies.
Consider self-nominated director candidates on a CASE-BY-CASE basis, with voting decisions
generally based on the Agents approach to evaluating such candidates.
Generally vote FOR nominees without regard to over-boarding issues raised by the Agent unless
other concerns requiring CASE-BY-CASE consideration have been raised.
For companies incorporated in tax haven markets but which trade exclusively in the U.S., the Funds
U.S. Guidelines with respect to director elections shall apply.
Board Structure
Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range
if the range is reasonable in the context of market practice and anti-takeover
40
considerations. Proposed article amendments in this regard shall be considered on a CASE-BY-CASE
basis, with voting decisions generally based on the Agents approach to evaluating such proposals.
Director and Officer Indemnification and Liability Protection
Generally, vote in accordance with the Agents standards for indemnification and liability
protection for officers and directors, voting AGAINST overly broad provisions.
Independent Statutory Auditors
With respect to Japanese companies that have not adopted the U.S.-style board-with-committees
structure, vote AGAINST any nominee to the position of independent statutory auditor whom the
Agent considers affiliated, e.g., if the nominee has worked a significant portion of his career for
the company, its main bank or one of its top shareholders. Where shareholders are forced to vote
on multiple nominees in a single resolution, vote AGAINST all nominees. In cases in which multiple
slates of statutory auditors are presented, generally vote with the Agents recommendation,
typically to support nominees deemed to be more independent and/or aligned with interests of
minority shareholders.
Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor
internal controls.
Key Committees
Generally, vote AGAINST proposals that permit non-board members to serve on the audit, compensation
or nominating committee, provided that bundled slates may be supported if no slate nominee serves
on the relevant committee(s).
Director and Statutory Auditor Remuneration
Consider director compensation plans on a CASE-BY-CASE basis, with voting decisions generally based
on the Agents approach to evaluating such proposals, while also factoring in the merits of the
rationale and disclosure provided. Generally, vote FOR proposals to approve the remuneration of
directors and auditors as long as the amount is not excessive (e.g., significant increases should
be supported by adequate rationale and disclosure) and there is no evidence of abuse. For Toronto
Stock Exchange (TSX) issuers, the Agents limits with respect to equity awards to non-employee
directors shall apply.
Bonus Payments
With respect to Japanese companies, generally vote FOR retirement bonus proposals if all payments
are for directors and auditors who have served as executives of the company. Generally vote
AGAINST such proposals if one or more payments are for non-executive, affiliated directors or
statutory auditors when one or more of the individuals to whom the grants are being proposed (1)
has not served in an executive capacity for the company for at least three years or (2) has been
designated by the company as an independent statutory auditor, regardless of the length of time
he/she has served. In all markets, if issues have been raised regarding a scandal or internal
controls, generally vote AGAINST bonus proposals for retiring directors or continuing directors or
auditors when culpability can be attributed to the nominee (e.g., if a Fund
41
is also voting AGAINST the nominee under criteria herein regarding issues of scandal or internal
controls), unless bundled with bonuses for a majority of directors or auditors a Fund is voting
FOR.
Stock Option Plans for Independent Internal Statutory Auditors
With respect to Japanese companies, follow the Agents guidelines with respect to proposals
regarding option grants to independent internal statutory auditors, generally voting AGAINST such
plans.
Compensation Plans
Unless otherwise provided for herein, votes with respect to compensation plans, and awards
thereunder or capital issuances in support thereof, should be determined on a CASE-BY-CASE basis,
with voting decisions generally based on the Agents approach to evaluating such plans, considering
quantitative or qualitative factors as appropriate for the market.
Amendment Procedures for Equity Compensation Plans and ESPPs
For TSX issuers, votes with respect to amendment procedures for security-based compensation
arrangements and employee share purchase plans shall generally be cast in a manner designed to
preserve shareholder approval rights, with voting decisions generally based on the Agents
recommendation.
Shares Reserved for Equity Compensation Plans
Unless otherwise provided for herein, voting decisions shall generally be based on the Agents
methodology, including classification of a companys stage of development as growth or mature and
the corresponding determination as to reasonability of the share requests.
Generally, vote AGAINST equity compensation plans (e.g., option, warrant, restricted stock or
employee share purchase plans or participation in company offerings such as IPOs or private
placements), the issuance of shares in connection with such plans, or related management proposals
(e.g., article amendments) that:
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exceed Agents recommended dilution limits, including cases in which the Agent suggests
dilution cannot be fully assessed (e.g., due to inadequate disclosure); |
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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) or broad-based employee participation otherwise meeting
Agents standards (e.g., France); |
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are administered with discretion by potential grant recipients; |
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provide for retirement benefits or equity incentive awards to outside directors if not
in line with market practice (e.g., Australia, Belgium, The Netherlands); |
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permit financial assistance in the form of non-recourse (or essentially non-recourse)
loans in connection with executives participation; |
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for matching share plans, do not meet the Agents standards, considering holding period,
discounts, dilution, participation, purchase price and performance criteria; |
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provide for vesting upon change in control if deemed by the Agent to evidence a conflict
of interest or anti-takeover device; |
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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); |
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permit post-employment vesting if deemed inappropriate by the Agent; |
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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 |
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provide for retesting in connection with achievement of performance hurdles unless the
Agents analysis indicates that (1) performance targets are adequately increased in
proportion to the additional time available, (2) the retesting is de minimis as a
percentage of overall compensation or is acceptable relative to market practice, or (3) the
issuer has committed to cease retesting within a reasonable period of time. |
Generally, vote FOR such plans/awards or the related issuance of shares that (1) do not suffer from
the defects noted above, or (2) otherwise meet the Agents tests if the considerations raised by
the Agent pertain primarily to performance hurdles, contract or notice periods, discretionary
bonuses, recruitment awards, retention incentives, non-compete payments or vesting upon change in
control (other than addressed above), if the company has provided adequate disclosure and/or a
reasonable rationale regarding the relevant plan/award, practice or participation. Unless
otherwise provided for herein, market practice of the primary country in which a company does
business, or in which an employee is serving, as applicable, shall supersede that of the issuers
domicile.
Consider proposals in connection with such plans or the related issuance of shares in other
instances on a CASE-BY-CASE basis.
Remuneration Reports
Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of
concerns identified by the Agent) from remuneration reports that include compensation plans
permitting:
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practices or features not supported under these Guidelines, including financial
assistance under the conditions described above; |
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retesting deemed by the Agent to be excessive relative to market practice (irrespective
of the Agents support for the report as a whole); |
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equity award valuation triggering a negative recommendation from the Agent; or |
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provisions for retirement benefits or equity incentive awards to outside directors if
not in line with market practice, except that reports will generally be voted FOR if
contractual components are reasonably aligned with market practices on a going-forward
basis (e.g., existing obligations related to retirement benefits or terms contrary to
evolving standards would not preclude support for the report). |
Reports receiving the Agents support and not triggering the concerns cited above will generally be
voted FOR. Unless otherwise provided for herein, reports not receiving the Agents support due to
concerns regarding severance/termination payments, leaver status, incentive structures and
vesting or performance criteria not otherwise supported by these Guidelines shall be
43
considered on a CASE-BY-CASE basis, generally voted FOR if the company has provided a reasonable
rationale and/or adequate disclosure regarding the matter(s) under consideration. Reports with
typically unsupported features may be voted FOR in cases in which the Agent recommends their
initial support as the issuer or market transitions to better practices (e.g., having committed to
new regulations or governance codes).
Shareholder Proposals Regarding Executive and Director Pay
The Funds U.S. Guidelines with respect to such shareholder proposals shall apply.
General Share Issuances
Unless otherwise provided for herein, voting decisions shall generally be based on the Agents
practice to determine support for general issuance requests (with or without preemptive rights), or
related requests to repurchase and reissue shares, based on their amount relative to currently
issued capital as well as market-specific considerations (e.g., priority right protections in
France, reasonable levels of dilution and discount in Hong Kong). Requests to reissue repurchased
shares will not be supported unless a related general issuance request is also supported.
Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the
companys rationale.
Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), convertible
bonds or warrants, to grant rights to acquire shares, or to amend the corporate charter relative to
such issuances or grants in cases in which concerns have been identified by the Agent with respect
to inadequate disclosure, inadequate restrictions on discounts, failure to meet the Agents
standards for general issuance requests, or authority to refresh share issuance amounts without
prior shareholder approval.
Increases in Authorized Capital
Unless otherwise provided for herein, voting decisions should generally be based on the Agents
approach, as follows:
|
|
|
Generally, vote FOR nonspecific proposals, including bundled proposals, to increase
authorized capital up to 100 percent over the current authorization unless the increase
would leave the company with less than 30 percent of its new authorization outstanding. |
|
|
|
|
Vote FOR specific proposals to increase authorized capital, unless: |
|
|
|
the specific purpose of the increase (such as a share-based acquisition or merger)
does not meet these Guidelines for the purpose being proposed; or |
|
|
|
|
the increase would leave the company with less than 30 percent of its new
authorization outstanding after adjusting for all proposed issuances. |
|
|
|
Vote AGAINST proposals to adopt unlimited capital authorizations. |
|
|
|
|
The Agents market-specific exceptions to the above parameters (e.g., The Netherlands,
due to hybrid market controls) shall be applied. |
Preferred Stock
Unless otherwise provided for herein, voting decisions should generally be based on the Agents
approach, including:
44
|
|
|
Vote FOR the creation of a new class of preferred stock or issuances of preferred stock
up to 50 percent of issued capital unless the terms of the preferred stock would adversely
affect the rights of existing shareholders. |
|
|
|
|
Vote FOR the creation/issuance of convertible preferred stock as long as the maximum
number of common shares that could be issued upon conversion meets the Agents guidelines
on equity issuance requests. |
|
|
|
|
Vote AGAINST the creation of (1) a new class of preference shares that would carry
superior voting rights to the common shares or (2) blank check preferred stock unless the
board states that the authorization will not be used to thwart a takeover bid. |
Poison Pills/Protective Preference Shares
Generally, vote AGAINST management proposals in connection with poison pills or anti-takeover
activities (e.g., disclosure requirements or issuances, transfers or repurchases) that do not meet
the Agents standards. Generally vote in accordance with Agents recommendation to withhold
support from a nominee in connection with poison pill or anti-takeover considerations when
culpability for the actions can be specifically attributed to the nominee. Generally DO NOT VOTE
AGAINST director remuneration in connection with poison pill considerations raised by the Agent.
Approval of Financial Statements and Director and Auditor Reports
Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless
there is concern about the companys financial accounts and reporting, which, in the case of
related party transactions, would include concerns raised by the Agent regarding consulting
agreements with non-executive directors. Unless otherwise provided for herein, reports not
receiving the Agents support due to concerns regarding severance/termination payments not
otherwise supported by these Guidelines shall be considered on a CASE-BY-CASE basis, factoring in
the merits of the rationale and disclosure provided. Generally, vote AGAINST board-issued reports
receiving a negative recommendation from the Agent due to concerns regarding independence of the
board or the presence of non-independent directors on the audit committee. However, generally do
not withhold support from such proposals in connection with remuneration practices otherwise
supported under these Guidelines or as a means of expressing disapproval of broader practices of
the issuer or its board.
Remuneration of Auditors
Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors,
unless there is evidence of excessive compensation relative to the size and nature of the company.
Indemnification of Auditors
Generally, vote AGAINST proposals to indemnify auditors.
Ratification of Auditors and Approval of Auditors Fees
For Canadian issuers, the Funds U.S. Guidelines with respect to auditors and auditor fees shall
apply. For other markets, generally, follow the Agents standards for proposals seeking auditor
45
ratification or approval of auditors fees, which indicate a vote FOR such proposals for companies
in the MSCI EAFE index, provided the level of audit fee disclosure meets the Agents standards. In
other cases, generally vote FOR such proposals unless there are material concerns raised by the
Agent about the auditors practices or independence.
Allocation of Income and Dividends
Generally, vote FOR management proposals concerning allocation of income and the distribution of
dividends, including adjustments to reserves to make capital available for such purposes. In the
event management offers multiple dividend proposals on the same agenda, primary consideration shall
be given to input from the relevant Investment Professional(s).
Stock (Scrip) Dividend Alternatives
Generally, vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not
allow for a cash option unless management demonstrates that the cash option is harmful to
shareholder value.
Debt Instruments
Generally, vote AGAINST proposals authorizing excessive discretion, as assessed by the Agent, to a
board to issue or set terms for debt instruments (e.g., commercial paper).
Debt Issuance Requests
When evaluating a debt issuance request, the issuing companys present financial situation is
examined. The main factor for analysis is the companys current debt-to-equity ratio, or gearing
level. A high gearing level may incline markets and financial analysts to downgrade the companys
bond rating, increasing its investment risk factor in the process. A gearing level up to 100
percent is considered acceptable.
Generally, vote FOR debt issuances for companies when the gearing level is between zero and 100
percent. Review on a CASE-BY-CASE basis proposals where the issuance of debt will result in the
gearing level being greater than 100 percent, or for which inadequate disclosure precludes
calculation of the gearing level, comparing any such proposed debt issuance to industry and market
standards, and with voting decisions generally based on the Agents approach to evaluating such
requests.
Financing Plans
Generally, vote FOR the adoption of financing plans if they are in the best economic interests of
shareholders.
Related Party Transactions
Consider related party transactions on a CASE-BY-CASE basis. Generally, vote FOR approval of such
transactions unless the agreement requests a strategic move outside the companys charter or
contains unfavorable or high-risk terms (
e.g., deposits without security interest or guaranty).
46
Approval of Donations
Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided; if
so, single- or multi-year authorities may be supported.
Capitalization of Reserves
Generally, vote FOR proposals to capitalize the companys reserves for bonus issues of shares or to
increase the par value of shares.
Investment of Company Reserves
These proposals should generally be analyzed on a CASE-BY-CASE basis, with primary consideration
given to input from the Investment Professional(s) for a given Fund.
Article Amendments
Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.
Generally, vote FOR an article amendment if:
|
§ |
|
it is editorial in nature; |
|
|
§ |
|
shareholder rights are protected; |
|
|
§ |
|
there is negligible or positive impact on shareholder value; |
|
|
§ |
|
management provides adequate reasons for the amendments or the Agent otherwise supports
managements position; |
|
|
§ |
|
it seeks to discontinue and/or delist a form of the issuers securities in cases in
which the relevant Fund does not hold the affected security type; or |
|
|
§ |
|
the company is required to do so by law (if applicable). |
Generally, vote AGAINST an article amendment if:
|
§ |
|
it removes or lowers quorum requirements for board or shareholder meetings below levels
recommended by the Agent; |
|
|
§ |
|
it reduces relevant disclosure to shareholders; |
|
|
§ |
|
it seeks to align the articles with provisions of another proposal not supported by
these Guidelines; |
|
|
§ |
|
it is not supported under these Guidelines, is presented within a bundled proposal, and
the 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. |
With respect to article amendments for Japanese companies:
|
§ |
|
Generally vote FOR management proposals to amend a companys articles to expand its
business lines. |
|
|
§ |
|
Generally vote FOR management proposals to amend a companys articles to provide for an
expansion or reduction in the size of the board, unless the expansion/reduction is |
47
|
|
|
clearly disproportionate to the growth/decrease in the scale of the business or raises
anti-takeover concerns. |
|
|
§ |
|
If anti-takeover concerns exist, generally vote AGAINST management proposals, including
bundled proposals, to amend a companys articles to authorize the Board to vary the annual
meeting record date or to otherwise align them with provisions of a takeover defense. |
|
|
§ |
|
Generally follow the Agents guidelines with respect to management proposals regarding
amendments to authorize share repurchases at the boards discretion, voting AGAINST
proposals unless there is little to no likelihood of a creeping takeover (major
shareholder owns nearly enough shares to reach a critical control threshold) or constraints
on liquidity (free float of shares is low), and where the company is trading at below book
value or is facing a real likelihood of substantial share sales; or where this amendment is
bundled with other amendments which are clearly in shareholders interest. |
Other Business
In connection with global proxies, vote in accordance with the Agents market-specific
recommendations on management proposals for Other Business, generally AGAINST.
48
ING Global Equity Dividend
& Premium Opportunity
Fund
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a) (1) Portfolio Management. The following individuals share responsibility for the
day-to-day management of the Funds portfolio:
Moudy El Khodr, Senior Investment Manager Equities, is responsible for the management of the global
and US high dividend strategies. Mr. Khodr has been in charge of the globally investing EUR 3.1 bn
large Star fund since he entered ING IM, in March 2001. Prior to this, he was an equity fund
manager at Banque Générale du Luxembourg (BGL). Mr. Khodr started his career at the Belgian stock
exchange (now Euronext Brussels) in the study & statistical department.He has eight years of
investment experience and is a European Certified Financial Analyst.
Nicolas Simar, Head of Value/High Dividend, is responsible for the High Dividend strategies. Mr.
Simar started his career at the Banque Bruxelles Lambert in 1996 (now part of ING) as an Investment
Manager of Fixed Income and moved three years later to the Equity team to manage the Euro High
Dividend strategy. Mr. Simar has ten years of investment experience.
Kris
Hermie. Mr. Hermie joined the value team in January 2007 as a senior investment manager. Prior to joining
ING Investment Management, he worked at Dexia Asset Management where he managed value inspired
portfolios for pension funds and insurance companies. Mr. Hermie started his career in 1998 at Bank
Corluy where he worked as an analyst and later on as a fund manager managing regional Belgian funds
and the Global technology fund. Mr. Hermie has a Master in Commercial Sciences from Ehsal in
Brussels and received his Chartered Financial Analyst designation in 2002.
Frank van Etten. Mr. Van Etten is currently an Investment Manager of Structured Products and joined
IIM Europe in 2002. In this capacity he is responsible for managing a range of structured products
and the execution of transactions in the derivatives portfolios. Furthermore Mr. Van Etten also
carries out research in structured products development and option strategies and markets. Mr. Van
Etten obtained his Masters degree in econometrics from Tilburg University in 2003, specializing in
quantitative finance.
Willem van Dommelen. Mr. Van Dommelen is currently an Investment Manager of Structured Products and
joined IIM Europe in 2002. In this capacity he is responsible for managing a range of structured
products and the execution of transactions in the derivatives portfolios. Mr. Van Dommelen started
his career as Portfolio Manager Institutional Clients, where he was responsible for the client
servicing of around 80 institutional clients of IIM Europe. Mr. Van Dommelen obtained his Masters
degree in economics from Tilburg University in 2002, specializing in accountancy and investment
theory. He also holds a RBA degree (registered investment analyst).
Bas Peters. Mr. Peeters joined IIMA in 1998. Currently, Mr. Peeters is Head of Structured Products
and will be responsible for the structure of the Funds option strategy. In this capacity he is
responsible for the research, marketing and portfolio management activities of this department.
Previously he was Head of Research Structured Products, where he worked on product development and
implementation of structured products research. Until 2001 he also was jointly responsible for
portfolio management and derivatives trading. In addition, since 2002 he has carried out research
in financial economics at the Free University of Amsterdam. His previous working experience
comprises postdoctoral research positions at universities in London and Belgium. Mr. Peeters
obtained a Masters degree in Theoretical Physics (Cum Laude) from the University of Utrecht, The
Netherlands in 1990, where he also studied Mathematics. He obtained his PhD in Theoretical Physics
at Stony Brook University, New York in 1995.
49
(a) (2) (i-iii) Other Accounts Managed
The following table shows the number of accounts and total assets in the accounts managed by
the portfolio managers of the Sub-Adviser as of March 31, 2008
unless otherwise indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
7 |
|
|
$ |
3.7 |
|
|
|
1 |
|
|
$ |
1.5 |
|
|
|
7 |
|
|
$ |
470 |
|
Nicolas Simar |
|
|
2 |
|
|
$ |
1.9 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
3 |
|
|
$ |
137 |
|
Kris Hermie |
|
|
7 |
|
|
$ |
3.7 |
|
|
|
1 |
|
|
$ |
1.5 |
|
|
|
7 |
|
|
$ |
470 |
|
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. |
|
** |
|
Account information is as of March 31, 2007. |
(a) (2) (iv) Conflicts of Interest
ING Investment Management Advisors B.V.s (IIMA) investment teams are responsible for
managing and executing trades on behalf of multiple clients including other registered funds, legal
entities, other accounts including proprietary accounts, separate accounts and other pooled
investment vehicles. An investment team may manage a portfolio or separate account, which may have
materially higher fee arrangements than the Fund and may also have a performance based fee. The
management of multiple Funds and/or other accounts may raise potential conflicts of interest
relating to the allocation of investment opportunities and the aggregation and allocation of
trades. IIMA has adopted compliance procedures which are reasonably designed to address these
types of conflicts.
(a) (3) Compensation
Within INGIM Europe, the portfolio managers compensation typically consists of a base salary and a
bonus which is based on INGIM Europes (IIMA is one of the legal entities of INGIM Europe)
performance as well as 1 year pre-tax performance of the accounts the portfolio managers are
primarily and jointly responsible for relative to account benchmarks performance. In addition, the
portfolio managers are offered long-term equity awards, such as stocks and/or stock options, which
are tied to the performance of the Sub-Advisers parent company, ING Group.
Portfolio managers are eligible to participate in an annual incentive plan. The overall design of
the INGIM Europe annual incentive plan was developed to closely tie compensation to performance,
structured in such a way as to drive performance and promote retention of top talent. As with base
salary compensation, individual target awards are determined and set based on external market data
and internal comparators. Investment performance is measured on both relative and absolute
performance in all areas. INGIM Europe has defined indices and set performance goals to
appropriately reflect requirements for each investment team. The measures for each team are
outlined on a scorecard that is reviewed on an annual basis. These scorecards reflect a
comprehensive approach to measuring investment performance versus benchmark(s) over a one year
period. The results for overall INGIM Europese scorecards are calculated on an asset weighted
performance basis of the individual team scorecards.
50
Investment professionals performance measures for bonus determinations are typically weighted by
20% being attributable to the overall INGIM Europe performance and 80% attributable to their
specific team results.
The portfolio managers participate in INGs Pension, Retirement plans, which are available to
almost all salaried employees in the firm.
(a) (4) Ownership of Securities
|
|
|
portfolio manager |
|
Dollar Range of Fund Shares Owned |
Moudy El Khodr
|
|
None |
Nicolas Simar
|
|
None |
Kris Hermie
|
|
None |
Frank van Etten
|
|
None |
Willem van Dommelen
|
|
None |
Bas Peters
|
|
None |
51
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers
None
Item 10. Submission of Matters to a Vote of Security Holders.
The Board has a Nominating Committee for the purpose of considering and presenting to the Board
candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The
Committee currently consists of all Independent Trustees of the Board (6 individuals). The
Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of
the Nominating Committee is to consider and present to the Board the candidates it proposes for
nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may
consider a variety of factors, but it has not at this time set any specific minimum qualifications
that must be met. Specific qualifications of candidates for Board membership will be based on the
needs of the Board at the time of nomination.
The Nominating Committee is willing to consider nominations received from shareholders and shall
assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder
nominee for director should be submitted in writing to the Funds Secretary. Any such shareholder
nomination should include at a minimum the following information as to each individual proposed for
nomination as trustee: such individuals written consent to be named in the proxy statement as a
nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such
individual that is required to be disclosed in the solicitation of proxies for election of
trustees, or is otherwise required, in each case under applicable federal securities laws, rules
and regulations.
The Secretary shall submit all nominations received in a timely manner to the Nominating Committee.
To be timely, any such submission must be delivered to the Funds Secretary not earlier than the
90th day prior to such meeting and not later than the close of business on the later of
the 60th day prior to such meeting or the 10th day following the day on which
public announcement of the date of the meeting is first made, by either disclosure in a press
release or in a document publicly filed by the Fund with the Securities and Exchange Commission.
Item 11. Controls and Procedures.
(a) |
|
Based on our evaluation conducted within 90 days of the filing date, hereof, the design and
operation of the
registrants disclosure controls and procedures are effective to ensure that material
information relating to the
registrant is made known to the certifying officers by others within the appropriate
entities, particularly during the
period in which Forms N-CSR are being prepared, and the registrants disclosure controls and
procedures allow
timely preparation and review of the information for the registrants Form N-CSR and the
officer certifications of
such Form N-CSR. |
|
(b) |
|
There were no significant changes in the registrants internal controls that occurred during
the second fiscal quarter
of the period covered by this report that has materially affected, or is reasonably likely to
materially affect, the
registrants internal control over financial reporting. |
Item 12. Exhibits.
(a) |
(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. |
52
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
(Registrant): ING Global Equity Dividend and Premium Opportunity Fund
|
|
|
|
|
By:
|
|
/s/ Shaun P. Mathews
Shaun P. Mathews
|
|
|
|
|
President and Chief Executive Officer |
|
|
Date:
May 9, 2008
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
|
|
|
|
|
By:
|
|
/s/ Shaun P. Mathews
Shaun P. Mathews
|
|
|
|
|
President and Chief Executive Officer |
|
|
Date:
May 9, 2008
|
|
|
|
|
By
|
|
/s/ Todd Modic
Todd Modic
|
|
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
Date:
May 9, 2008
53